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an Involuntary Withdrawal during the taxable year, the Profit and Loss shall be allocated
<br /> between the original Interest Holder and the successor on the basis of the number of days each
<br /> was an Interest Holder during the taxable year; provided, however, the Company's taxable year
<br /> shall be segregated into two or more segments in order to account for Profit, Loss, or proceeds
<br /> attributable to a Capital Transaction or to any other extraordinary nonrecurring items of the
<br /> Company.
<br /> 4.5.4. The General Manager is hereby authorized, upon the advice of the
<br /> Company's tax counsel, to amend this Article IV to comply with the Code and the Regulations
<br /> promulgated under Code Section 704(b); provided, however, that no amendment shall materially
<br /> affect distributions to an Interest Holder without the Interest Holder's prior written consent.
<br /> Section V
<br /> Management: Rights, Powers, and Duties
<br /> 5.1. Management.
<br /> 5.1.1. General Manager. The Company shall be managed by a General Manager,
<br /> who may, but need not, be a Member. A. Bruce Johnson is hereby designated to serve as the
<br /> initial General Manager.
<br /> 5.1.2. General Powers. The General Manager shall have full, exclusive, and
<br /> complete discretion, power, and authority, subject in all cases to the other provisions of this
<br /> Agreement and the requirements of applicable law, to manage, control, administer, and operate
<br /> the business and affairs of the Company in its ordinary course for the purposes herein stated, and
<br /> to make all decisions affecting such business and affairs, including, without limitation, for
<br /> Company purposes, the power to:
<br /> 5.1.2.1. acquire by purchase, lease, or otherwise, any real or personal
<br /> property,tangible or intangible;
<br /> 5.1.2.2. construct, operate, maintain, finance, and improve, and to own,
<br /> sell, convey, assign, mortgage, or lease any real estate and any personal property;
<br /> 5.1.2.3. sell, dispose, trade, or exchange Company assets in the ordinary
<br /> course of the Company's business;
<br /> 5.1.2.4. enter into agreements and contracts and to give receipts, releases
<br /> and discharges;
<br /> 5.1.2.5. purchase liability and other insurance to protect the Company's
<br /> properties and business;
<br /> 5.1.2.6. borrow money for and on behalf of the Company, and, in
<br /> connection therewith, execute and deliver instruments authorizing the confession of judgment
<br /> against the Company;
<br /> iv
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