VALUED AT THEIR FACE VALUE LESS UNAMORTIZED DISCOUNTS AND
PLUS UNAMORTIZED PREMIUM, IF ANY.
56
(D)
THE MARK-TO-MARKET VALUE OF ANY PERMITTED
SECURITY SHALL BE EQUAL TO ITS MARKET VALUE.
(E)
THE MARK-TO-MARKET VALUE OF THE COMPANY
SUBSIDIARY STOCK SHALL BE EQUAL TO THE AGGREGATE MARK-TO-MARKET VALUES OF ALL
PERMITTED ASSETS HELD BY THE COMPANY SUBSIDIARY.
(F)
THE MARK-TO-MARKET VALUE OF ANY LEASED ASSET
SHALL BE DETERMINED PURSUANT TO THE TERMINATION VALUES COLUMN APPENDED TO OR
ASSOCIATED WITH THE INDIVIDUAL LEASING RECORD TO WHICH SUCH LEASED ASSET IS
SUBJECT AND SHALL BE AN AMOUNT EQUAL TO THE PRODUCT OF (1) THE INITIAL GROSS
ASSET VALUE OF SUCH LEASED ASSET MULTIPLIED BY (2) THE PERCENTAGE SET FORTH IN
SUCH TERMINATION VALUES COLUMN BESIDE THE "PERIOD" REPRESENTING THE NUMBER OF
COMPLETED QUARTERS OF THE BASIC TERM; PROVIDED THAT, (X) IF ANY MATERIAL DEFAULT
HAS OCCURRED AND IS CONTINUING WITH RESPECT TO SUCH INDIVIDUAL LEASING RECORD OR
(Y) SUCH ASSET IS NOT SUBJECT TO AN INDIVIDUAL LEASING RECORD, THE
MARK-TO-MARKET VALUE OF SUCH LEASED ASSET SHALL BE DETERMINED PURSUANT TO
SECTION 10.08(B)(I)(H) HEREOF AND, IF ANY MATERIAL DEFAULT HAS OCCURRED AND IS
CONTINUING UNDER THE MASTER LEASE, THE MARK-TO-MARKET VALUES OF ALL LEASED
ASSETS SHALL BE DETERMINED PURSUANT TO SECTION 10.08(B)(I)(H) HEREOF.
(G)
IN THE EVENT THAT IT IS NECESSARY TO
DETERMINE THE MARK-TO-MARKET VALUE OF ANY LEASED ASSETS PURSUANT TO THIS
SECTION 10.08(B)(I), SUCH VALUE SHALL BE DETERMINED BY APPRAISAL BY STANDARD &
POOR'S CORPORATE VALUE CONSULTING, A DIVISION OF THE MCGRAW-HILL COMPANIES, AND
IF THEY ARE UNAVAILABLE OR UNWILLING TO DO SUCH APPRAISAL, AN ALTERNATIVE
APPRAISER.
(II)
IF ALL OR ANY PORTION OF THE CLASS A
MEMBERS' INTERESTS IN THE COMPANY ARE RETIRED PRIOR TO JUNE 30, 2006, THE
COMPANY SHALL PAY TO EACH CLASS A MEMBER ON THE APPLICABLE RETIREMENT DATE CASH
IN AN AMOUNT EQUAL TO SUCH CLASS A MEMBER'S EARLY LIQUIDATION PREMIUM, IF ANY.
AMOUNTS PAYABLE UNDER THIS SECTION 10.08(B)(II) SHALL BE TREATED AS GUARANTEED
PAYMENTS WITHIN THE MEANING OF CODE SECTION 707(C), SHALL BE CONSIDERED AN
EXPENSE OF THE COMPANY FOR INCOME TAX PURPOSES AND AN EXPENSE OR CAPITAL ITEM
FOR FINANCIAL REPORTING PURPOSES, AS THE CASE MAY BE, AND SHALL NOT BE
CONSIDERED A DISTRIBUTION OF MONEY TO ANY CLASS A MEMBER THAT WOULD REDUCE ITS
CAPITAL ACCOUNT.
(III)
IN THE EVENT THAT THE MANAGING MEMBER HAS
ELECTED TO RETIRE ALL OR ANY PORTION OF A MEMBER'S INTEREST PURSUANT TO
SECTION 10.08(A) HEREOF, DISTRIBUTIONS SHALL BE MADE TO EACH MEMBER, AND SUCH
PORTION OF EACH MEMBER'S INTEREST SHALL BE RETIRED, AT 3:00 P.M., EASTERN TIME,
ON THE DATE (THE "RETIREMENT DATE") SPECIFIED IN THE RETIREMENT NOTICE, WHICH
DATE SHALL NOT BE LESS THAN FIVE (5) BUSINESS DAYS OR MORE THAN FIFTEEN (15)
BUSINESS DAYS AFTER THE DATE ON WHICH THE RETIREMENT NOTICE WAS GIVEN PURSUANT
TO SECTION 10.08(A) HEREOF.
57
ARTICLE XI
MANAGING MEMBER
SECTION 11.01.
COVENANT NOT TO WITHDRAW, TRANSFER, OR DISSOLVE.
Except as otherwise permitted by this Agreement, the Managing Member hereby