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"Nonrecourse Deductions" has the meaning set forth in Regulation Section 1.704-2(b)(1). <br /> The amount of Nonrecourse Deductions for a taxable year of the Company equals the net <br /> increase, if any, in the amount of Minimum Gain during that taxable year, determined according <br /> to the provisions of Regulation Section 1.704-2(c). <br /> "Nonrecourse Liability" has the meaning set forth in Regulation Sections 1.704-2(b)(3) <br /> and 1.752-1(a)(2). <br /> "Percentage" means, as to a Member, the percentage set forth after the Member's name <br /> on Exhibit A, as amended from time to time, and as to an Interest Holder who is not a Member, <br /> the Percentage of the Member whose Membership Interest has been acquired by such Interest <br /> Holder, to the extent the Interest Holder has succeeded to that Member's Membership Interest. <br /> "Person" means and includes any individual, corporation, partnership, association, <br /> limited liability company, trust, estate, or other entity. <br /> "Positive Capital Account"means a Capital Account with a balance greater than zero. <br /> "Profit" and "Loss" means, for each taxable year of the Company (or other period for <br /> which Profit or Loss must be computed) the Company's taxable income or loss determined in <br /> accordance with Code Section 703(a), with the following adjustments: <br /> (i) all items of income, gain, loss, deduction, or credit required to be stated <br /> separately pursuant to Code Section 703(a)(1) shall be included in computing taxable income or <br /> loss; <br /> (ii) any tax-exempt income of the Company, not otherwise taken into account in <br /> computing Profit or Loss, shall be included in computing taxable income or loss; <br /> (iii) any expenditures of the Company described in Code Section 705(a)(2)(B) (or <br /> treated as such pursuant to Regulation Section 1.704-1(b)(2)(iv)(i)) and not otherwise taken into <br /> account in computing Profit or Loss, shall be subtracted from taxable income or loss; <br /> (iv) gain or loss resulting from any taxable disposition of Company property shall <br /> be computed by reference to the adjusted book value of the property disposed of, <br /> notwithstanding the fact that the adjusted book value differs from the adjusted basis of the <br /> property for federal income tax purposes; <br /> (v) in lieu of the depreciation, amortization, or cost recovery deductions allowable <br /> in computing taxable income or loss, there shall be taken into account the depreciation computed <br /> based upon the adjusted book value of the asset; and <br /> (vi) notwithstanding any other provision of this definition, any items which are <br /> specially allocated pursuant to Section 4.3 hereof shall not be taken into account in computing <br /> Profit or Loss. <br /> 5 <br />