【文章內(nèi)容簡介】 consistently with those provisions.　　 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 ine 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 ine 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 ine 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.　　 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 Companys business。 and (iii) Reserves.　　 Distribution. Any Sale of Company Property from the Company to or for the benefit of an Equity Owner by reason of such Equity Owners ownership of an Economic Interest.　　 Economic Interest. An Equity Owners share of one or more of the Profits, Losses and Distributions pursuant to this Agreement and the Act, including such rights that the Equity Owner has with respect to any Common Units or Preferred Units held by it, but shall not include any right to participate in the management or affairs of the Company, including, the right to vote on, consent to or otherwise participate in any decision of the Members or Manager.　　 Economic Interest Owner. The owner of an Economic Interest who is not a Member.　　 Entity. Any general partnership (including a limited liability partnership), limited partnership (including a limited liability limited partnership), limited liability pany, corporation, joint venture, trust, business trust, cooperative or association or any foreign trust or foreign business organization.　　 Equity Owner. An Economic Interest Owner or a Member.　　 Fiscal Year. The taxable year of the Company shall be a calendar year unless another year is required for federal ine tax purposes.　　 Gross Asset Value. Gross Asset Value means, with respect to any asset, the assets adjusted basis for federal ine tax purposes, except as follows:　　(a) The initial Gross Asset Value of any asset contributed by an Equity Owner to the Company shall be the gross fair market value of such asset, as determined by the contributing Member and the Manager, provided that the initial Gross Asset Values of the assets contributed to the Company pursuant to Section hereof shall be as set forth in Exhibit , and provided further that, if the contributing Member is a Manager, the determination of the fair market value of any other contributed asset shall require the consent of the other Members owning a Majority Interest (determined without regard to the Voting Interest of such contributing Member)?！　?b) The Gross Asset Values of all Company assets shall be adjusted to equal their respective gross fair market values, as reasonably determined by the Manager as provided in Article 11 and as of the following times: (i) the acquisition of an additional interest by any new or existing Equity Owner in exchange for more than a de minimis contribution of property (including money)。 (ii) the Distribution by the Company to an Equity Owner of more than a de minimis amount of property as consideration for an Ownership Interest。 and (iii) the liquidation of the Company within the meaning of Regulations Section (b)(2)(ii)(g)。 provided, however, that adjustments pursuant to clauses (1) and (ii) above shall be made only if the Manager reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Equity Owners in the Company?！　?c) The Gross Asset Value of any Company asset Distributed to any Equity Owner shall be adjusted to equal the gross fair market value of such asset on the date of Distribution as determined by an independent appraiser selected by the Manager or by agreement of the Members holding not less 90% of all Voting Interests。 and　　(d) The Gross Asset Values of Company assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Section 734(b) or Section 743(b) of the Code, but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulation Section (b)(2)(iv)(m) and Section and subparagraph (e) under the definition of Profits and Losses。 provided, however, that Gross Asset Values shall not be adjusted pursuant to this subparagraph (d) of this definition to the extent that the Manager determines that an adjustment pursuant to subparagraph (b) of this definition is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this subparagraph (d).　　If the Gross Asset Value of an asset has been determined or adjusted pursuant to subparagraph (a), (b) or (d) of this definition, then such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of puting Profits and Losses.　　 Holders. Holders is defined in Section (a).　　 IPO. IPO shall mean an initial public offering of Company mon stock which shall: (a) be effected by means of a firmmitment underwriting managed by one or more nationally recognized investment banking firms。 (b) be registered with the Securities and Exchange Commission under the Securities Act。 (c) involve the listing of the Company mon stock on any national securiti