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ti <br /> the Member's properties without the Member's agreement or acquiescence, which appointment <br /> is not vacated or stayed for one hundred twenty (120) days or, if the appointment is stayed, for <br /> one hundred twenty (120) days after the expiration of the stay during which period the <br /> appointment is not vacated; <br /> (viii) if the Member is an individual, the Member's death or adjudication by a court of <br /> competent jurisdiction as incompetent to manage the Member's person or property; <br /> (ix) if the Member is acting as a Member by virtue of being a trustee of a trust, the <br /> termination of the trust; <br /> (x) if the Member is a partnership or limited liability company, the dissolution and <br /> commencement of winding up of the partnership or limited liability company; <br /> (xi) if the Member is a corporation, the dissolution of the corporation or the revocation of <br /> its charter; <br /> (xii) if the Member is an estate, the distribution by the fiduciary of the estate's entire <br /> interest in the Company; or <br /> (xiii) if the Member breaches this Agreement. <br /> "Member" means each Person signing this Agreement and any Person who subsequently <br /> is admitted as a member of the Company. <br /> "Member Loan Nonrecourse Deductions" means any Company deductions that would be <br /> Nonrecourse Deductions if they were not attributable to a loan made or guaranteed by a Member <br /> within the meaning of Regulation Section 1.704-2(i). <br /> "Member Minimum Gain" has the meaning set forth in Regulation Section 1.704-2(i) for <br /> "partner nonrecourse debt minimum gain." <br /> "Membership Interest" means a Person's share of the Profits and Losses of, and the right <br /> to receive distributions from, the Company. <br /> "Membership Rights" means all of the rights of a Member in the Company, including a <br /> Member's: (i) Membership Interest; (ii) right to inspect the Company's books and records; and <br /> (iii) right to participate in the management of and vote on matters coming before the Company. <br /> "Minimum Gain" has the meaning set forth in Regulation Section 1.704-2(d). Minimum <br /> Gain shall be computed separately for each Interest Holder in a manner consistent with the <br /> Regulations under Code Section 704(b). <br /> "Negative Capital Account" means a Capital Account with a balance of less than zero. <br /> q <br /> /ft;?G <br />