It is intended that prior to a distribution of the proceeds from a liquidation of the Partnership pursuant to Section 10.01 hereof, the positive Capital Account balance of each Partner shall be equal to the amount that such Partner is entitled to receive pursuant to such Section. Accordingly, notwithstanding anything to the contrary in this Article IV, to the extent permissible under Sections 704(b) of the Code and the Regulations promulgated thereunder, Profits and Losses and, if necessary, items of gross income and gross deductions, of the Partnership for the year of liquidation of the Partnership (or, if earlier, the year in which all or substantially all of the is assets are sold, transferred or disposed of) shall be allocated among the Partners so as to bring the positive Capital Account balance of each Partner as close as possible to the amount that such Partner is entitled to receive pursuant to Section 10.01.