Common use of Designation of Tax Matters Member Clause in Contracts

Designation of Tax Matters Member. (a) Subject to approval of the NSAM Designees (to the extent required) in accordance with Section 5.3(u), the Executive Committee shall have the sole and exclusive authority to make (or not to make) any tax elections on behalf of the Company and its Subsidiaries permitted to be made (or not made) pursuant to U.S. federal, state and local and non-U.S. tax law and to determine the tax treatment of any transaction or other item in the Company’s and its Subsidiaries’ U.S. federal, state and local and non-U.S. tax returns. The Members shall each take reporting positions on their respective U.S. federal, state and local income tax returns consistent with the positions determined for the Company by the Executive Committee in accordance with, and subject to, the provisions of this Agreement. (b) AHI Member shall be designated as the “tax matters partner” under Section 6231(a)(7) of the Code (the “Tax Matters Member”), to manage administrative tax proceedings conducted at the Company level by the Internal Revenue Service with respect to Company matters. The Tax Matters Member is specifically directed and authorized to take whatever steps it deems necessary or desirable to perfect such designation, including filing any forms or documents with the Internal Revenue Service and taking such other action as may from time to time be required under Treasury Regulations. The Company shall indemnify and reimburse the Tax Matters Member for all expenses, including legal and accounting fees, claims, liabilities, losses and damages incurred in connection with any administrative or judicial proceeding with respect to the tax liability of the Members or, if applicable, in connection with any audit of the Company’s income tax returns. The taking of any action and the incurring of any expense by the Tax Matters Member in connection with any such proceeding, except to the extent required by law, is a matter in the reasonable discretion of the Tax Matters Member; provided, that, to the extent that the Tax Matters Member knows that, based on a Member’s tax situation, such action or decision would have a material adverse impact on such Member disproportionately relative to the impact on the other Members, the Tax Matters Member shall consult with such Member prior to taking such action or making such decision and shall consider in good faith any proposal made by such Member regarding such action or decision.

Designation of Tax Matters Member. (a) Subject to approval The Manager shall act as the "TAX MATTERS MEMBER" of the NSAM Designees (Company, as provided in regulations pursuant to the extent required) in accordance with Section 5.3(u), the Executive Committee shall have the sole and exclusive authority to make (or not to make) any tax elections on behalf 6231 of the Company Code and its Subsidiaries permitted is authorized to be made (or not made) pursuant qualify as such. All Members hereby Consent to U.S. federalsuch designation and agree to execute, state and local and non-U.S. tax law and to determine the tax treatment of any transaction or other item in the Company’s and its Subsidiaries’ U.S. federalcertify, state and local and non-U.S. tax returns. The Members shall each take reporting positions on their respective U.S. federalacknowledge, state and local income tax returns consistent with the positions determined for the Company by the Executive Committee in accordance withdeliver, and subject swear to, file and record at the provisions of this Agreementappropriate public offices such documents as may be deemed necessary or appropriate to evidence such Consent. (b) AHI Member shall be designated as the “tax matters partner” under Section 6231(a)(7) of the Code (the “Tax Matters Member”), to manage administrative tax proceedings conducted at the Company level by the Internal Revenue Service with respect to Company matters. The Tax Matters Member is specifically directed and authorized to take whatever steps it deems necessary or desirable to perfect such designation, including filing any forms or documents with the Internal Revenue Service and taking such other action as may from time to time be required under Treasury Regulations. The Company shall indemnify and reimburse the Tax Matters Member for all expenses, including legal and accounting fees, claims, liabilities, losses and damages incurred in connection with any administrative or judicial proceeding with respect to the tax liability of the Members or, if applicable, in connection with any audit of the Company’s income tax returns. The taking of any action and the incurring of any expense by the Tax Matters Member in connection with any such proceeding, except to To the extent required by law, is a matter and in the reasonable discretion of the Tax Matters Member; provided, that, to the extent that the Tax Matters Member knows that, based on a Member’s tax situation, such action or decision would have a material adverse impact on such Member disproportionately relative to the impact on the other Membersmanner provided by applicable Code sections and regulations thereunder, the Tax Matters Member shall consult furnish the name, address, profits, interest and taxpayer identification number of the Members to the Internal Revenue Service ("IRS"). (c) To the extent and in the manner provided by applicable Code sections and regulations thereunder, the Tax Matters Member shall inform each Member of administrative or judicial proceedings for the adjustment of Company items required to be taken into account by a Member for income tax purposes (such administrative proceedings being referred to as a "tax audit" and such judicial proceedings being referred to as "judicial review"). (d) The Tax Matters Member may take no action unless Approved by CalPERS that would result in a material effect on the Company, the Members or the Company's assets or operations (including, but not limited to, the settlement of any tax audit or judicial review). (e) The Tax Matters Member shall obtain the approval of CalPERS before (a) voluntarily (unless required to do so by law after notice to CalPERS) providing information to the IRS or Franchise Tax Board ("FTB"); or (b) taking any action that would adversely affect any item such taxing agency is auditing or seeking to adjust in a Company income tax return. In addition, the Manager shall promptly inform the Members of the status of (i) any audit of the Company by the IRS and FTB; (ii) any appeal of any determination by the IRS or FTB concerning the Company; and (iii) any court proceeding in connection with such Member prior to taking such action disputing a determination of the IRS or making such decision and shall consider in good faith any proposal made by such Member regarding such action or decisionFTB concerning the Company.

Designation of Tax Matters Member. (a) Subject to approval of the NSAM Designees (to the extent required) in accordance with Section 5.3(u), the Executive Committee shall have the sole and exclusive authority to make (or not to make) any tax elections on behalf of the Company and its Subsidiaries permitted to be made (or not made) pursuant to U.S. federal, state and local and non-U.S. tax law and to determine the tax treatment of any transaction or other item in the Company’s and its Subsidiaries’ U.S. federal, state and local and non-U.S. tax returns. The Members shall each take reporting positions on their respective U.S. federal, state and local income tax returns consistent with the positions determined for the Company by the Executive Committee in accordance with, and subject to, the provisions of this Agreement. (b) AHI Managing Member shall be designated as is the “tax matters partner” of the Company, as provided in the regulations promulgated under Section 6231(a)(7) 6231 of the Code Code, and as the “partnership representative” of the Company for any tax period subject to the provisions of Section 6223 of the Code, as amended by the Revised Partnership Audit Procedures, as well as for purposes of any state, local, or non-U.S. tax law (collectively, the “Tax Matters Member”). Each Member shall execute, certify, acknowledge, deliver, swear to, file and record all documents necessary or appropriate to manage administrative tax proceedings conducted at evidence its approval of this designation. In such capacity the Tax Matters Member shall represent the Company level by in any disputes, controversies or proceedings with the Internal Revenue Service or with respect any state, local, or non-U.S. taxing authority and is hereby authorized to Company matterstake any and all actions that it is permitted to take by applicable Legal Requirements when acting in that capacity. The Tax Matters Member is specifically directed and authorized shall be entitled to take whatever steps it deems necessary or desirable to perfect such designation, including filing actions on behalf of the Company in any forms or documents and all proceedings with the Internal Revenue Service and taking such any other action taxing authority as may from time it reasonably determines to time be required under Treasury Regulations. The appropriate and that is consistent with this Section 8.5, shall be reimbursed by the Company shall indemnify and reimburse the Tax Matters Member for all expenses, including legal out-of-pocket costs and accounting fees, claims, liabilities, losses and damages expenses reasonably incurred in connection with any administrative or judicial proceeding with respect to the tax liability of the Members or, if applicable, in connection with any audit of the Company’s income tax returns. The taking of any action and the incurring of any expense by the Tax Matters Member in connection with any such proceeding, except and shall be indemnified by the Company (solely out of Company assets) with respect to the extent required by law, is a matter in the reasonable discretion of the any action brought against such Tax Matters Member; provided, that, Member in connection with the settlement of any such proceeding. Each Member reserves the right to retain independent counsel of its choice at its expense (which counsel will be entitled to prior review of submissions by the extent that Company in respect of any dispute with relevant taxing authorities). The Company shall indemnify the Tax Matters Member knows thatfor, based on a and hold it harmless against, any claims made against it in its capacity as Tax Matters Member’s tax situation, such action except any claims arising out of or decision would have a material adverse impact on such Member disproportionately relative relating to the impact on gross negligence or willful misconduct of Tax Matters Member. Nothing in Section 8.5 limits the other Members, ability of any Member to take any action in its individual capacity relating to the Company that is left to the determination of an individual Member under Sections 6222 to 6231 of the Code or any similar provision of state or local law. Expenses incurred by the Tax Matters Member shall consult with such Member prior to taking such action or making such decision be borne by the Company. Such expenses shall include, without limitation, fees of attorneys and shall consider in good faith any proposal other tax professionals, accountants, appraisers and experts, filing fees and reasonable out-of-pocket costs and expenses. Any decisions made by the Tax Matters Member, including whether or not to settle or contest any tax matter, whether or not to extend the period of limitations for the assessment or collection of any tax and the choice of forum for such Member regarding such action or decisioncontest shall be made in the Tax Matters Member's sole and absolute discretion.

Designation of Tax Matters Member. (a) Subject to the approval of the NSAM Designees (Major Decision Committee pursuant to the extent required) in accordance with Section 5.3(u)5.3, the Executive Committee Managing Member shall have the sole and exclusive authority to make (or not to make) any tax elections on behalf of the Company and its Subsidiaries permitted to be made (or not made) pursuant to U.S. federal, state and local and non-U.S. tax law and to determine the tax treatment of any transaction or other item in the Company’s and its Subsidiaries’ U.S. federal, state and local and non-U.S. tax returns. The Members shall each take reporting positions on their respective U.S. federal, state and local income tax returns consistent with the positions determined for the Company by the Executive Committee Managing Member in accordance with, and subject to, the provisions of this Agreement. (b) AHI Subject to Section 5.7(a)(viii), the Island Member shall be designated as the “tax matters partner” under Section 6231(a)(7) of the Code (the “Tax Matters Member”), to manage administrative tax proceedings conducted at the Company level by the Internal Revenue Service with respect to Company matters. The Tax Matters Member is specifically directed and authorized to take whatever steps it deems necessary or desirable to perfect such designation, including filing any forms or documents with the Internal Revenue Service and taking such other action as may from time to time be required under Treasury Regulations. The Company shall indemnify and reimburse the Tax Matters Member for all expenses, including legal and accounting fees, claims, liabilities, losses and damages incurred in connection with any administrative or judicial proceeding with respect to the tax liability of the Members or, if applicable, in connection with any audit of the Company’s income tax returns. The taking of any action and the incurring of any expense by the Tax Matters Member in connection with any such proceeding, except to the extent required by law, is a matter in the reasonable discretion of the Tax Matters Member; provided, however, that, to the extent that the Tax Matters Member knows that, based on a Member’s tax situation, such action or decision would have a material adverse impact either on such Member disproportionately relative to the impact on the other MembersMembers or on the Company and its Subsidiaries, the Tax Matters Member shall consult with such Member prior to taking such action or making such decision and shall consider in good faith any proposal made by such Member regarding such action or decision.