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1 . 7 . " Code " or " IRC " means the Internal Revenue Code of 1986 , as amended, and any successor provision . 1 . 8 . " Company" means the company named in Article II , Section 2 . 2 . 1 . 9 . " Economic Interest" means a Person's right to share in the income , gains , losses , deductions , credits , or similar items of, and to . receive distributions from , the Company, but does not include any other rights of the Member, including the right to vote or to participate in management . 1 . 10 . " Gross Asset Value " means , with respect to any item of property of the Company, the item's adjusted basis for federal income tax purposes , except as follows : (a) The Gross Asset Value of any item of property contributed by the Member to the Company shall be the fair market value of such property, as mutually agreed by the Member and the Company ; and (b) The Gross Asset Value of any item of Company 'property distributed to the Member shall be the fair market value of such item of property on the date of distribution . 1 . 11 . " Majority of Members " or " Majority of the Members " means a Member or Members whose Percentage Interests represent more than 50 percent ( 50 %) of the Percentage Interests of all the Members . 1 . 12 . " Member" means any Person who acquires a Membership Interest in the Company, as permitted under this Agreement, and so long as such Person remains a Member . This initial Member is Janet Ramirez as trustee of the Janet Ramirez Revocable Trust U/A/D June 26 , 2015 (the "Member") 1 . 13 . "Percentage Interest " means a fraction , expressed as a percentage, the numerator of which is the total of a Member' s Capital Account and the denominator of which is the total of all Capital Accounts of all Members . 1 . 14 . " Person " means an individual , partnership , limited partnership , trust, estate, association , corporation, limited liability company , or other entity , whether domestic or foreign . 1 . 15 . " Profits and Losses " means , for each fiscal year or other period specified in this Agreement, an amount equal to the Company' s taxable income or loss for such year or period, determined in accordance with IRC § 703 (a) . 1 . 16 . "Regulations " (" Reg ") means the income tax regulations promulgated by the United States Department of the Treasury and published in the Federal Register for the purpose of interpreting and applying the provisions of the Code , as such Regulations may be amended from time to time , including corresponding provisions of applicable successor regulations . a 1 2