Limited Liability Company Agreement

　　1.16 deficit capital account. deficit capital account shall mean with respect to any equity owner, the deficit balance, if any, in such equity owner's capital account as of the end of the fiscal year, after giving effect to the following adjustments:

　　(a) credit to such capital account the amount, if any, which such equity owner is obligated to restore under section 1.7041(b)(2)(ii)(c) of the regulations, as well as any addition thereto pursuant to the next to last sentence of sections 1.7042(g)(1) and (i)(5) of the regulations, after taking into account thereunder any changes during such year in partnership minimum gain as determined in accordance with section 1.7042　　(d) of the regulations ('company minimum gain') and in any partner nonrecourse debt minimum as determined under section 1.7042(i)(3) of the regulations ('member minimum gain'); and

　　(b) debit to such capital account the items described in sections 1.7041(b)(2)(ii)(d)(4), (5) and (6) of the regulations.

　　this definition of deficit capital account is intended to comply with the provisions of regulations sections 1.7041(b)(2)(ii)(d) and 1.7042, and shall be interpreted consistently with those provisions.

　　1.17 depreciation. for each fiscal year, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable with respect to an asset for such fiscal year, 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, depreciation shall be an amount which 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 bears to such beginning adjusted tax basis; provided, however, that if the adjusted basis for federal income tax purposes of an asset at the beginning of such fiscal year is zero, depreciation shall be determined with reference to such beginning gross asset value using any reasonable method selected by the manager.

　　1.18 distributable cash. all cash, whether revenues or other funds received by the company, less the sum of the following to the extent paid or set aside by the company: (i) all principal and interest payments on indebtedness of the company and all other sums paid to lenders; (ii) all cash expenditures incurred incident to the normal operation of the company's business; and (iii) reserves.

　　1.19 distribution. any sale of company property from the company to or for the benefit of an equity owner by reason of such equity owner's ownership of an economic interest.