Limited Liability Company Agreement

　　(b) any income of the company that is exempt from federal income tax and not otherwise taken into account in computing profits and losses (pursuant to this definition) shall be added to such taxable income or loss;

　　(c) any expenditure of the company described in section 705(a)(2)(b) of the code and not otherwise taken into account in computing profits and losses (pursuant to this definition) shall be subtracted from such taxable income or loss;

　　(d) in the event the gross asset value of any company asset is adjusted pursuant to subparagraphs (b) or (c) of the definition of gross asset value, the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing profits and losses;

　　(e) gain or loss resulting from any disposition of any company asset with respect to which gain or loss is recognized for federal income tax purposes shall be computed with reference to the gross asset value of the asset disposed of, notwithstanding that the adjusted tax basis of such asset differs from its gross asset value;

　　(f) in lieu of the depreciation, amortization and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account depreciation for such fiscal year; and

　　(g) to the extent an adjustment to the adjusted tax basis of any company asset pursuant to section 734(b) or section 743(b) of the code is required pursuant to section 1.7041(b)(2)(iv)(m)(4) of the regulations to be taken into account in determining capital accounts as a result of a distribution other than in liquidation of an ownership interest, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases the basis of the asset) from the disposition of the asset and shall be taken into account for purposes of computing profits or losses.

　　1.52 proportionately. with respect to common units, proportionately means the number of common units held by an equity owner in proportion to the number of common units held by all equity owners. with respect to preferred units, proportionately means the number of preferred units held by an equity owner in proportion to the number of preferred units held by all equity owners.

　　1.53 redemption price. redemption price means the purchase price paid upon exercise of the put right as set forth in section 10.5.

　　1.54 regulations. regulations shall include proposed, temporary and final regulations promulgated under the code in effect as of the date of filing the certificate and the corresponding sections of any regulations subsequently issued that amend or supersede such regulations.