Limited Liability Company Agreement

　　1.20 economic interest. an equity owner's 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.

　　1.21 economic interest owner. the owner of an economic interest who is not a member.

　　1.22 entity. any general partnership (including a limited liability partnership), limited partnership (including a limited liability limited partnership), limited liability company, corporation, joint venture, trust, business trust, cooperative or association or any foreign trust or foreign business organization.

　　1.23 equity owner. an economic interest owner or a member.

　　1.24 fiscal year. the taxable year of the company shall be a calendar year unless another year is required for federal income tax purposes.

　　1.25 gross asset value. gross asset value means, with respect to any asset, the asset's adjusted basis for federal income 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 8.1 hereof shall be as set forth in exhibit 8.1, 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 1.7041(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;