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eby agree as follows: 1. Defined Terms. As used in this Agreement, the following terms shall have the following respective meanings: "Act" means the New York Limited Liability Company Act, as the same may be amended from time to time. "Additional Profit Participation" means the sum of (i) all initial capital contributions made by th

with the Treasury Regulations under Code Section 704, in a manner that gives effect to the distribution rights of the Members and Assignees. (d) Tax Matters Partner. The Managing Member shall be the "tax matters partner" for purposes of Section 6231(aX7) of the Code. (e) Special Allocations. (1) Minimum Gain

mber" and, collectively, the "Members"). 1. Formation. The Company has been formed as a New York limited liability company under and pursuant to the New York Limited Liability Company Act (as the same may be amended from time to time, the "Act"). 2. Purposes. The purpose and business of the Company is to acquire, hold, renovate, ma

the funds with which to pay such withholding taxes and the Managing Member timely fails to make payment thereof to the applicable taxing authority. Tax Matters Partner. The Manager is hereby designated as the "Tax Matters Partner" under Section 6231(a)(7) of the IRC to manage administrative tax proceedings conducte

mber" and, collectively, the "Members"). 1. Formation. The Company has been formed as a New York limited liability company under and pursuant to the New York Limited Liability Company Act (as the same may be amended from time to time, the "Act"). 2. Purposes. The purpose and business of the Company is to acquire, hold, renovate, ma

the funds with which to pay such withholding taxes and the Managing Member timely fails to make payment thereof to the applicable taxing authority. Tax Matters Partner. The Manager is hereby designated as the "Tax Matters Partner" under Section 6231(a)(7) of the IRC to manage administrative tax proceedings conducte