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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
however the Managing Member shall not be obligated to do so more than four times in any twelve-month period. 8. Liability; Indemnification. (a) No Personal Liability to Third Parties. Except to the extent required by the Act or other applicable law or as expressly provided in this Agreement, as amended from time
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
for business ventures that are in competition with the business of the Company. 8. Liability; Indemnification. 5 404348-3-W EFTA00284026 (a) No Personal Liability. Except to the extent required by the Act or other applicable law or as expressly provided in this Agreement, as amended from time to time, or as o
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
for business ventures that are in competition with the business of the Company. 8. Liability; Indemnification. 5 404348-3-W EFTA00284043 (a) No Personal Liability. Except to the extent required by the Act or other applicable law or as expressly provided in this Agreement, as amended from time to time, or as o
Entities connected to both Tax Matters Partner and No Personal Liability

Samantha Power
PERSON
George Mitchell
PERSONthe State of New York
LOCATIONUnreturned Capital
ORGANIZATIONBooks and Records
ORGANIZATIONthe New York Limited Liability Company Act
ORGANIZATIONLimitations on Power of Members
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