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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
ure to disclose such business venture to the Members or to invite participation in such other business ventures by the Members or the Company. (g) Limitations on Power of Members. Except as expressly authorized by this Agreement, no Member shall, directly or indirectly, in his, her or its capacity as a Member, (i) withdraw f
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
00, so long as the admission of such additional Members does not involve amending the terms of Section 6(d) hereof, relating to distributions. (c) Limitations on Power of Members. Except as expressly authorized by this Agreement, no Member shall, directly or indirectly, in the Member's capacity as a member of the Company, wi
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
00, so long as the admission of such additional Members does not involve amending the terms of Section 6(d) hereof, relating to distributions. (c) Limitations on Power of Members. Except as expressly authorized by this Agreement, no Member shall, directly or indirectly, in the Member's capacity as a member of the Company, wi
Entities connected to both Tax Matters Partner and Limitations on Power of Members

Samantha Power
PERSON
George Mitchell
PERSONthe State of New York
LOCATIONUnreturned Capital
ORGANIZATIONBooks and Records
ORGANIZATIONthe New York Limited Liability Company Act
ORGANIZATIONNo Personal Liability
ORGANIZATIONthe Percentage Interests
ORGANIZATIONColumbia Heights
LOCATIONNet Profits
ORGANIZATIONTreasury Regulations Sections
ORGANIZATIONNet Profits or Net Losses
ORGANIZATIONAsset Value
ORGANIZATION
the Internal Revenue Service
ORGANIZATIONthe U.S. Department of Treasury Regulations
ORGANIZATIONUnreturned Capital Contributions
ORGANIZATIONRegulations Sections
ORGANIZATIONAdjusted Capital
ORGANIZATIONNonrecourse Debt
ORGANIZATIONNonrecourse Liability
ORGANIZATION