【正文】 h other rights set forth in this Agreement.　　 Profits and Losses. Profits and Losses shall mean for each Fiscal Year of the Company an amount equal to the Companys net taxable ine or loss for such year as determined for federal ine tax purposes (including separately stated items) in accordance with the accounting method and rules used by the Company and in accordance with Section 703 of the Code with the following adjustments:　　(a) Any items of ine, gain, loss and deduction allocated to Equity Owners pursuant to Sections , or shall not be taken into account in puting Profits or Losses?！　?b) Any ine of the Company that is exempt from federal ine tax and not otherwise taken into account in puting Profits and Losses (pursuant to this definition) shall be added to such taxable ine 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 puting Profits and Losses (pursuant to this definition) shall be subtracted from such taxable ine 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 puting 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 ine tax purposes shall be puted 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 puting such taxable ine 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 (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 puting Profits or Losses.　　 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.　　 Redemption Price. Redemption Price means the purchase price paid upon exercise of the Put Right as set forth in Section .　　 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.　　 Reorganization. Reorganization shall mean the conversion of the Company to a corporation, an IPO or the sale of all Ownership Interests in the Company.　　 Reserves. Reserves shall mean, with respect to any fiscal period, funds set aside or amounts allocated during such period to reserves which shall be maintained in amounts deemed sufficient by the Manager for working capital and for payment of taxes, insurance, debt service or other costs or expenses incident to the ownership or operation of the Companys business.　　 Sale or Sell. A sale, assignment, exchange or other transfer (whether or not such transfer is for consideration and, in the case of transfers of Preferred Units or Common Units, whether or not such transfer is a direct or indirect transfer of such Units). A Sale shall include a direct pledge, hypothecation or grant of a security interest.　　 Secretary of State. The secretary of state of the State.　　 Selling Equity Owner. Any Equity Owner which Sells all or any portion of its Ownership Interest.　　 Sharing Ratio. Sharing Ratio shall be as shown on Exhibit 1.　　 State. State shall mean the State of _________(STATE).　　 Successor Corporation. Successor Corporation is defined in Section .　　 TwoThirds Interest. Two Thirds Interest shall mean one or more Voting Interests of Members which when taken together exceed % of the aggregate of all Voting Interests at the time of the determination thereof.　　 Unrecovered Losses. Unrecovered Losses shall have the meaning set forth in Section .　　 Voting Interest. The Voting Interest of a Member shall be determined by dividing the number of Common Units owned by a Member by the total number of Common Units held by all Members. As of the date of this Agreement, the Voting Interests are as shown on Exhibit 1.　　Article 2.　　FORMATION OF COMPANY　　 Formation. On _________(M,D,Y), the Company was formed pursuant to the Act by the execution and delivery of a Certificate of Formation to the Secretary of State in accordance with and pursuant to the Act. The Company and the Members hereby forever discharge the organizer, and the organizer shall be indemnified by the Company and the Member from and against, any expense or liability actually incurred by the organizer by reason of having been the organizer of the Company.　　 Name. The name of the Company is AAA, LLC.　　 Principal Place of Business. The principal place of business of the Company shall be 84 Inverness Circle East, Englewood, _________(STATE) 80112. The Company may locate its places of business and registered office at any other place or places as the Manager may from time to time deem advisable.　　 Registered Office and Registered Agent. The Companys initial registered office and th