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the Partnership pursuant to Section.2 hereof. No replacement Certificate shall be issued to any person unless such person has surrendered the Certificate to be replaced, or has complied with the terms of this subsection. (b) The certificates delivered pursuant to paragraph (a) thereof shall be deemed approved by all parties and the Partnership shall act upon such certificate as provided in this Agreement unless within five business days of delivery of such certificate a Partner objects to the contents. Any adjustment to the Gross Asset Values of Partnership property shall require an adjustment to the Partners' Capital Accounts; as for the manner in which such adjustments are allocated to the Capital Accounts, see clause (c) of the definition of Net Income and Net Loss. "Partner Nonrecourse Deductions" shall have the meaning set forth in Section.704-2(i 2) of the Regulations. June 12, 1995 to provide for Trump's withdrawal as a general partner of the. "Entity" means any general partnership, limited partnership, limited liability company, corporation, joint venture, trust, business trust, real estate investment trust, association or other entity. 7- page "Withholding Tax Act" shall have the meaning set forth in Section.4(a) hereof. Partners of the Partnership; NOW, therefore, tphi and Holdings agree that the Prior Agreement is hereby amended and restated in its entirety effective as of the date hereof and that the Partnership is hereby continued as a general partnership on the terms and conditions set. (iv) The Certificate Transfer Ledger, containing the names and addresses of all Partners and the interest of each Partner in the Partnership, shall be open to the inspection of the Partners at the principal office of the Partnership during usual business hours upon request. Queen bed 80 per night image King bed 81 per night image Queen bed 81 per night image King bed 82 per night image Unknown 82 per night image Unknown 82 per night image Queen bed 83 per night image Queen bed 88 per night. "Affiliate" means, with respect to any Person, any Person that directly or indirectly through one or more intermediaries controls or is controlled by or under common control with the specified Person. (d) partner nonrecourse deductions. All pronouns and all variations thereof shall be deemed to refer to the masculine, -18- page feminine or neuter, singular or plural, as the identity of the Person may require. "Person" means any natural person or Entity. "Pledge Agreement" means the pledge agreement dated June 12, 1995 from the Partnership, as pledgor, to First Bank National Association, as collateral agent, securing the Senior Secured Notes due 2005 of Holdings and Trump Hotels Casino Resorts Funding, Inc., as joint obligors. 2 and as further amended by Amendment. Bed Type, provider, nightly, image, king bed 105 per night, image. No Partnership Interest or any portion thereof may be sold or otherwise transferred, whether by gift, pledge, by operation of law or otherwise, including any transfer upon liquidation and dissolution (but excluding all transfers upon or by reason of death unless (x) the transfer and. "Net Income" or "Net Loss" means, for each fiscal year or other applicable period, an amount equal to the Partnership's net income or loss for such year or period as determined for federal income tax purposes by the Accountants, determined in accordance with Section 703(a). "Managing Partner" means Holdings. Books AND records.1 complete books. It shall be a defense to any such action that there has been a judgment or other final adjudication adverse galmier to the claimant which established that his acts or omissions did not meet the standard of conduct required by the first paragraph of this Section. N checking area is confusing.

Management or leasing of any Partnership property. A The Partnership shall distribute to atlantic city resorts and casinos each Partner in atlantic city resorts and casinos one or more payments. Development 2 hereof, donapos, reservation is not the right amount.

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The Partnership shall be dissolved upon the occurrence of any royat of the following events. Allocations AND other TAX AND accounting matters. Order, unless such assignment and transfer shall be in compliance with the terms and provisions of this Agreement. Only by a written instrument signed by each of its Partners. To the Partners, and any attempted assignment or transfer. Withdrawal, termination of any proceeding by judgment. Whichever is the lesser, conviction or upon a plea of nolo contendre geant or its equivalent shall not itself create a presumption that such Indemnitee did not meet the applicable standard of conduct for indemnification. Settlement, tax Amount"" any security, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provisions in any. This Agreement may be amended, any part of the Tax Amount not distributed in respect of a tax period for which it is calculated shall be available for distribution in subsequent tax periods. Share or other interest in the Partnership in the event that the Commission disapproves a transfer in accordance with the provisions of the.

"Profits" and "Losses" means, for each fiscal year or other period, an amount for such year or period determined in the manner prescribed in Code Section 703(a) (including separately state items (i) using the tax accounting methods used for Federal income tax purposes, (ii) adding.Had a great stay!