Page 31 - New Empire Affinitas Life Senior Housing Division

experience in the field of business reasonably similar to the Company and the costs of any appraisals
required in connection with the foregoing shall be equally borne by the Company and the Member for
which the valuation is sought. In determining the Fair Market Value of a Membership Interest, the fact
that the Interest being valued is a minority Interest or lacks marketability shall be ignored.
1.18. “Fiscal Year” shall mean the Company’s fiscal year.

1.19. “Impasse” means the failure of the Members to give consent or approval relative to any matter
requiring the majority consent or approval of the Members, after the Members have attempted, in
good faith, to reach majority approval or consent with respect to such matter.

1.20. “IRS” means the United States Internal Revenue Service.

1.21. “Manager” has the meaning set forth in Article 6 hereof. If there is more than one Manager,
the term Manager, as set forth herein shall mean and include all Managers, individually and
collectively.

1.22. “Member” shall mean each Person who executes a counterpart of this Agreement as a
Member and each Person who may hereafter become an additional member, together with any of
such persons’ permitted successors and assigns. Reference to a “Member” means any one of the
Members. To the extent a Manager has purchased a Membership Interest in the Company, such
Manager will have all the rights of a Member with respect to such Membership Interest, and the
term “Member” as used herein shall include a Manager to the extent such Manager has purchased a
Membership Interest in the Company. The names and addresses of the initial Members are set forth
on Exhibit A attached hereto.

1.23. “Member Non-Recourse Debt” has the meaning set forth in Treasury Regulations section
1.704-2(b)(4).

1.24. “Member Non-Recourse Minimum Gain” means an amount, with respect to each Member
Non-Recourse Debt, equal to the Company Minimum Gain that would result if such Member Non-
Recourse Debt were treated as a non-recourse liability, determined in accordance with Treasury
Regulations section 1.704-2(i).

1.25. “Member Non-recourse Deductions” means the net increase, if any, in the amount of Member
Non-recourse Debt Minimum Gain attributable to a Member Non-recourse Debt during a fiscal
year over the aggregate amount of any distributions during that fiscal year to the Member that bears
the economic risk of loss for such Member Non-recourse Debt, to the extent such distributions are
from the proceeds of such Member Non-recourse Debt and are allocable to an increase in Member
Non-recourse Debt Minimum Gain attributable to such Member Non-recourse Debt, determined in

Re-LIFE-Ment: Reinventing Past Notions of Retirement
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