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then such Partner will be allocated items of income and gain in an amount and manner sufficient to eliminate any deficit balance in such Partner's Adjusted Capital Account as quickly as possible. 7.9. IRC Section 704 Modifications. If the General Partner receives the written opinion of tax counsel to the Partnership that the allocations of income, gain, loss, deduction or credit (or items thereof) would not fully conform to IRC Section 704(b), the Administrative General Partner is directed to make such allocations and /or amendment to this Agreement as advised by such tax counsel but only so long as none of the Partners would be materially adversely affected thereby, A Partner shall be deemed to be "materially adversely affected thereby" only if the effect of such allocation or amendment would be to cause such Partner to receive Distributable Cash in a manner inconsistent with the Partners' intentions as evidenced by this Agreement. It is the further intent of the Partners that the Administrative General Partner shall cause, to the extent permitted pursuant to the provisions of Treasury Regulations Section 1.704 -1(b), items of income, gain, loss and deductions not required to be allocated in accordance with the Required Allocations to be allocated among the Partners to minimize the differences between the allocations provided by Paragraphs 7.2 (entitled "Allocation of Losses ") and 7.3 (entitled "Allocation of Profits ") and the allocations pursuant to the Required Allocations. Any allocation made pursuant to this Paragraph shall supersede any allocation otherwise provided in this Agreement and no approval of any Partner shall be required. The Partners agree to promptly execute any amendment to this Agreement pursuant to the provisions of this Paragraph and upon failure to do so, the Administrative General Partner, as the Limited Partners' attorney -in -fact, is authorized to execute any such amendment on behalf of the Limited Partners. 7.10. (Distribution of Cash from Sales /Refinance. Except as required under paragraph 7.10.9 and pursuant to subparagraph 113.3, for each Accounting Period, Distributable Cash shall be distributed to the Partners as follows: 7.10,1. First, to payment of interest on partner's loans (if any); 7.10.2, Second, to payment of the principal of partner's loans (if any); 7.103. Third, to the return of "New Money" contributed pursuant to paragraph 6.8 (if any); 7.10.4. Next to payment of a 30% return on the New Money calculated from the date contributed until the date returned; 7.10.5. Next, to the Original Partners (and among them in proportion to their then respective Invested Capital Balances) until each Partner has received an amount of cash equal to the amount of his then Invested Capital Balance; 7.10.6. Next, to the Limited Partners until the Limited Partners have received an overall annualized return of 18% (including previous distributions from operations); ]adtial LP A9 #cement - Santa an. 9.1.159.1.15 0 80A -107