definiens: or mean, for each Fiscal Year, an amount equal to the Company ’s taxable income or loss forsuch year or period, determined in accordance with Code Section 703(a ) ( for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code Section 703(a)(1 ) shall be included in taxableincome or loss ), with the following adjustments : ( i ) Any income of the Company that is exempt from federal income tax and not otherwise takeninto account in computing Profits and Losses pursuant to this paragraph shall be added to such taxable incomeor loss ; ( ii ) Any expenditures of the Company described in Code Section 705(a)(2)(B ) or treated as CodeSection 705(a)(2)(B ) expenditures pursuant to Treasury Regulations Section 1.704 - 1(b)(2)(iv)(i ), and nototherwise taken into account in computing Profits and Losses pursuant to this paragraph shall be subtractedfrom such taxable income or loss ; ( iii ) If the value of any Company asset is adjusted in compliance with Treasury RegulationsSection 1.704 - 1(b)(2)(iv)(e ) or ( f ), the amount of such adjustment shall be taken into account as gain or loss fromthe disposition of such asset for purposes of computing Profits and Losses ; ( iv ) Gain or loss resulting from any disposition of Company property with respect to which gainor loss is recognized for federal income tax purposes shall be computed by reference to the value of suchproperty for Capital Account purposes notwithstanding that the adjusted tax basis of such property differs fromsuch value ; ( v ) If the value of an asset for Capital Account purposes differs from its adjusted tax basis forfederal income tax purposes, depreciation, amortization and other cost recovery deductions shall be taken intoaccount in accordance with applicable Treasury Regulations, including Treasury Regulations Section 1.704 - 1(b)(2)(iv)(g ), in lieu of the depreciation, amortization, and other cost recovery deductions taken into account incomputing taxable income or loss ; ( vi ) To the extent an adjustment to the adjusted tax basis of any Company asset pursuant toCode Section 734 is required pursuant to Treasury Regulations Section 1.704 - 1(b)(2)(iv)(m)(4 ) to be taken intoaccount in determining Capital Accounts as a result of a distribution other than in liquidation of a Member’sinterest in the Company, the amount of such adjustment shall be treated as an item of gain ( if the adjustmentincreases the basis of the asset ) or loss ( if the adjustment decreases the basis of the asset ) from thedisposition of the asset and shall be taken into account for purposes of computing Profits and Losses ; and 6 ( vii ) Any items that are specially allocated by the Board of Managers to the Members ’ CapitalAccounts pursuant to the provisions of Section 12.1(c ) in order to cause the allocation of such items to berespected for federal income tax purposes shall not be taken into account in computing Profits and Losses