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EAST\99731462.4 2 <br />Section I <br />Defined Terms <br />In addition to any terms that are defined in the text of this Agreement, capitalized terms <br />shall have the following meanings (such meanings to be equally applicable to both the singular <br />and plural forms of the terms so defined): <br />“Affiliate” means, with respect to any specified Person, any other Person controlling, <br />controlled by or under common control with such specified Person, where “control” means the <br />possession, directly or indirectly, of the power to direct the management and policies of a Person <br />whether through the ownership of voting securities, contract or otherwise. <br />“Capital Contribution” means the total amount of cash and the fair market value of any <br />other assets contributed to the Company by a Member, net of any liabilities assumed or to which <br />the assets are subject. <br />“Cash Flow” means the revenues and other cash receipts of the Company minus the <br />expenditures of the Company. Cash Flow will not include reserves established by the Company <br />from time to time except to the extent released from the reserves in question for distribution. <br />“Code” means the Internal Revenue Code of 1986, as amended, or any corresponding <br />provision of any succeeding law. <br />“Company” means the limited liability company formed in accordance with this <br />Agreement. <br />“Dissociation” means a Member’s dissociation from the Company by any means. <br />“Interest” means a Person’s share of the Profits and Losses of, and the right to receive <br />distributions from, the Company. <br />“Interest Holder” means any Person who holds an Interest, whether as a Member or as an <br />un-admitted assignee of a Member. <br />“Manager” is the person designated to act as the manager within the meaning of the Act <br />as provided in Section V hereof. <br />“Member” means each Person signing this Agreement and any Person who subsequently <br />is admitted as a member in the Company. <br />“Membership Rights” means all of the rights of a Member in the Company, including a <br />Member’s: (i) Interest; (ii) right to inspect the Company’s books and records; (iii) right to <br />participate in the management of and vote on matters coming before the Company; and <br />(iv) unless this Agreement or the certificate of formation of the Company provide to the contrary, <br />right to act as an agent of the Company.