Common use of Designation of Tax Matters Member Clause in Contracts

Designation of Tax Matters Member. The Manager or such other permitted Member shall be designated as the “Tax Matters Member” under Section 6231(a)(7) of the Code, to manage administrative tax proceedings conducted at the Fund level by the Internal Revenue Service with respect to Membership matters. Each Member expressly consents to such designation and agrees that, upon the request of the Manager, it will execute, acknowledge, deliver, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. The Manager is specifically directed and authorized to take whatever steps the Manager in its sole and absolute discretion deems necessary or desirable to perfect such designation, including, without limitation, 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. Expenses of administrative proceedings relating to the determination of Membership items at the Fund level undertaken by the Tax Matters Member shall be Fund Expenses. Without limiting the generality of the foregoing, the Tax Matters Member shall have the sole and absolute authority to make any elections on behalf of the Fund permitted to be made pursuant to Section 754 or any other Section of the Code or the Treasury Regulations promulgated thereunder.

Designation of Tax Matters Member. The Manager or such other permitted Managing Member shall be is hereby designated as the “Tax Matters Member” under Section 6231(a)(7) of the Code, to manage administrative tax proceedings conducted at the Fund Operating Company level by the Internal Revenue Service with respect to Membership Operating Company matters. Each Member expressly consents to such designation and agrees that, upon the request of the ManagerManaging Member, it will execute, acknowledge, deliver, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. The Manager Managing Member is specifically directed and authorized to take whatever steps the Manager Managing Member in its sole and absolute discretion deems necessary or desirable to perfect such designation, including, without limitation, 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. Expenses of administrative proceedings relating to the determination of Membership Operating Company items at the Fund Operating Company level undertaken by the Tax Matters Member shall be Fund Expensesreimbursed by the Operating Company. Without limiting the generality of the foregoing, the Tax Matters Member Partner shall have the sole and absolute authority to make any elections on behalf of the Fund Operating Company permitted to be made pursuant to Section 754 or any other Section section of the Code or the Treasury Regulations promulgated thereunder.