MANNER CONSISTENT WITH SUCH
REGULATIONS.
IN THE EVENT THE MANAGING MEMBER SHALL DETERMINE THAT IT IS
PRUDENT TO MODIFY THE MANNER IN WHICH THE CAPITAL ACCOUNTS, OR ANY DEBITS OR
CREDITS THERETO (INCLUDING, WITHOUT LIMITATION, DEBITS OR CREDITS RELATING TO
LIABILITIES WHICH ARE SECURED BY CONTRIBUTED OR DISTRIBUTED PROPERTY OR WHICH
ARE ASSUMED BY THE COMPANY, THE MANAGING MEMBER, OR ANY NON-MANAGING MEMBERS)
ARE COMPUTED
21
IN ORDER TO COMPLY WITH SUCH REGULATIONS, THE MANAGING MEMBER MAY MAKE SUCH
MODIFICATION; PROVIDED, HOWEVER, THAT IT WILL NOT HAVE A MATERIAL EFFECT ON THE
AMOUNTS DISTRIBUTABLE TO ANY PERSON PURSUANT TO ARTICLE XIII OF THIS AGREEMENT
UPON THE LIQUIDATION OF THE COMPANY.
THE MANAGING MEMBER ALSO SHALL (A) MAKE
ANY ADJUSTMENTS THAT ARE NECESSARY OR APPROPRIATE TO MAINTAIN EQUALITY BETWEEN
THE CAPITAL ACCOUNTS OF THE MEMBERS AND THE AMOUNT OF COMPANY CAPITAL REFLECTED
ON THE COMPANY'S BALANCE SHEET, AS COMPUTED FOR BOOK PURPOSES, IN ACCORDANCE
WITH REGULATIONS SECTION 1.704-1(B)(2)(IV)(Q), AND (B) MAKE ANY APPROPRIATE
MODIFICATIONS IN THE EVENT UNANTICIPATED EVENTS MIGHT OTHERWISE CAUSE THIS
AGREEMENT NOT TO COMPLY WITH REGULATIONS SECTION 1.704-1(B).
SECTION 4.5
LTIP UNITS.
(A)
ISSUANCE OF LTIP UNITS.
THE MANAGING
MEMBER MAY FROM TIME TO TIME ISSUE LTIP UNITS TO PERSONS WHO PROVIDE SERVICES TO
THE COMPANY, FOR SUCH CONSIDERATION (OR NO CONSIDERATION) AS THE MANAGING MEMBER
MAY DETERMINE TO BE APPROPRIATE, AND ADMIT SUCH PERSONS AS NON-MANAGING
MEMBERS.
SUBJECT TO THE FOLLOWING PROVISIONS OF THIS SECTION AND THE SPECIAL
PROVISIONS OF SECTIONS 4.6, 6.3(A) AND 14.3, LTIP UNITS SHALL BE TREATED AS
MEMBERSHIP UNITS, WITH ALL OF THE RIGHTS, PRIVILEGES AND OBLIGATIONS ATTENDANT
THERETO.
FOR PURPOSES OF COMPUTING THE MEMBERS' PERCENTAGE INTERESTS, LTIP
UNITS SHALL BE TREATED AS MEMBERSHIP UNITS.
(B)
ADJUSTMENTS TO LTIP UNITS.
THE COMPANY
SHALL MAINTAIN AT ALL TIMES A ONE-TO-ONE CORRESPONDENCE BETWEEN LTIP UNITS AND
MEMBERSHIP UNITS FOR CONVERSION, DISTRIBUTION AND OTHER PURPOSES, INCLUDING
WITHOUT LIMITATION COMPLYING WITH THE FOLLOWING PROCEDURES:
IF AN ADJUSTMENT
EVENT (AS DEFINED BELOW) OCCURS, THEN THE MANAGING MEMBER SHALL MAKE A
CORRESPONDING ADJUSTMENT TO THE LTIP UNITS TO MAINTAIN A ONE-FOR-ONE
CORRESPONDENCE BETWEEN MEMBERSHIP UNITS AND LTIP UNITS.
THE FOLLOWING SHALL BE
"ADJUSTMENT EVENTS":
(A) THE COMPANY MAKES A DISTRIBUTION ON ALL OUTSTANDING
MEMBERSHIP UNITS IN MEMBERSHIP UNITS, (B) THE COMPANY SUBDIVIDES THE OUTSTANDING
MEMBERSHIP UNITS INTO A GREATER NUMBER OF UNITS OR COMBINES THE OUTSTANDING
MEMBERSHIP UNITS INTO A SMALLER NUMBER OF UNITS, OR (C) THE COMPANY ISSUES ANY
MEMBERSHIP UNITS IN EXCHANGE FOR ITS OUTSTANDING MEMBERSHIP UNITS BY WAY OF A
RECLASSIFICATION OR RECAPITALIZATION OF ITS MEMBERSHIP UNITS.
IF MORE THAN ONE
ADJUSTMENT EVENT OCCURS, THE ADJUSTMENT TO THE LTIP UNITS NEED BE MADE ONLY ONCE
USING A SINGLE FORMULA THAT TAKES INTO ACCOUNT EACH AND EVERY ADJUSTMENT EVENT
AS IF ALL ADJUSTMENT EVENTS OCCURRED SIMULTANEOUSLY.
FOR THE AVOIDANCE OF
DOUBT, THE FOLLOWING SHALL NOT BE ADJUSTMENT EVENTS:
(X) THE ISSUANCE OF
MEMBERSHIP UNITS IN A FINANCING, REORGANIZATION, ACQUISITION OR OTHER SIMILAR
BUSINESS TRANSACTION, (Y) THE ISSUANCE OF MEMBERSHIP UNITS PURSUANT TO ANY
EMPLOYEE BENEFIT OR