The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital
Accounts are intended to comply with Regulations Sections 1.704-I(b) and 1.704-2 and shall be interpreted and applied in a manner consistent with such Regulations. In the event that the Board shall determine that it is prudent to modify the manner
in which the Capital Accounts, or any additions thereto or subtractions therefrom, are computed in order to comply with such Regulations, the Board may make such modification, provided that it is not likely to have a material effect on the amounts
distributable to any Member pursuant to Section 0 hereof upon the dissolution of the Company.
means, with respect to any Member, the total amount of cash and the initial Gross Asset Value of property (other than cash) contributed to the capital of the Company by such Member, whether as an initial Capital Contribution or as an additional
Code means the United States Internal Revenue Code of 1986, as amended from time to time. All
references herein to sections of the Code shall include any corresponding provision or provisions of succeeding law.
Minimum Gain has the meaning set forth in Regulations Sections 1.704-2(b)(2) and 1.704-2(d)(l) for the phrase partnership minimum gain.
Depreciation means, for each fiscal year or other period, an amount equal to the depreciation, amortization or other cost
recovery deduction allowable for federal income tax purposes with respect to an asset for such fiscal year or other period, except that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the
beginning of such fiscal year or other period, Depreciation shall be an amount that bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization or other cost recovery deduction for such fiscal year
or other period bears to such beginning adjusted tax basis; provided, however, that if the federal income tax depreciation, amortization or other cost recovery deduction for such fiscal year or other period is zero, Depreciation shall be determined
with reference to such beginning Gross Asset Value using any reasonable method selected by the Board.
means the sale, exchange, extinguishment, cancellation, retirement, repayment, redemption, termination, lapse, transfer or other similar disposition of all or any portion of the Companys assets, including with respect to any asset that is
repaid, redeemed or otherwise retired in whole or in part in accordance with its terms, any payment of principal, other invested capital and capital appreciation with respect thereto: provided that Disposition shall not include
any tax-free exchange under the Code.
Distribution Date has the meaning set forth in Section 4.1.
Effective Date has the meaning set forth in the introduction to this Agreement.