Common use of Tax Matters Partner Clause in Contracts

Tax Matters Partner. (a) The Manager shall be designated on the Company’s annual federal income tax return, and have full powers and responsibilities, as the Tax Matters Partner of the Company for purposes of Section 6231(a)(7) of the Code. In the event the Manager cannot act as Tax Matters Partner, another Member shall be so designated. Should any Member other than the Manager be designated as the Tax Matters Partner for the Company pursuant to Section 6231(a)(7) of the Code, it shall, and each Member hereby does, to the fullest extent permitted by law, delegate to the Manager all of its rights, powers and authority to act as such Tax Matters Partner and hereby constitutes and appoints the Manager as its true and lawful attorney-in-fact, with power to act in its name and on its behalf, including the power to act through such agents or attorneys as it shall elect or appoint, to receive notices, to make, execute and deliver, swear to, acknowledge and file any and all reports, responses and notices, and to do any and all things required or advisable, in the Manager’s judgment, to be done by such a Tax Matters Partner. Any Member designated as the Tax Matters Partner for the Company under Section 6231(a)(7) of the Code shall be indemnified and held harmless by the Company from any and all liabilities and obligations that arise from or by reason of such designation. (b) Each person (for purposes of this Section 8.14(b), called a “Pass-Thru Partner”) that holds or controls an interest as a Member on behalf of, or for the benefit of, another person or persons, or which Pass-Thru Partner is beneficially owned (directly or indirectly) by another person or persons, shall, within 30 days following receipt from the Tax Matters Partner of any notice, demand, request for information or similar document, convey such notice or other document in writing to all holders of beneficial interests in the Company holding such interests through such Pass-Thru Partner. In the event the Company shall be the subject of an income tax audit by any federal, state or local authority, to the extent the Company is treated as an entity for purposes of such audit, including administrative settlement and judicial review, the Tax Matters Partner shall be authorized to act for, and its decision shall be final and binding upon, the Company and each Member thereof. All expenses incurred by the Company or the Tax Matters Partner in connection with any such audit, investigation, settlement or review shall be borne by the Company.

Tax Matters Partner. (a) The A Manager who is a Member shall be designated on the Company’s Fund's annual federal Federal income tax return, and have full powers and responsibilities, as the Tax Matters Partner of the Company Fund for purposes of Section 6231(a)(7) of the Code. CSFB Alternative Capital shall be the initial Tax Matters Partner of the Fund. In the event that no Manager is a Member, the Manager cannot act as Members shall designate a Member to be Tax Matters Partner, another Member shall be so designatedPartner in accordance with the procedures of Section 3.3 herein. Should any Member other than the Manager be designated as the Tax Matters Partner for the Company Fund pursuant to Section 6231(a)(7231(a)(7) of the Code, it shall, and each Member hereby does, to the fullest extent permitted by law, delegate to a Manager selected by the Manager Board all of its rights, powers powers, and authority to act as such Tax Matters Partner and hereby constitutes and appoints the such Manager as its true and lawful attorney-in-fact, with power to act in its name and on its behalf, including the power to act through such agents or attorneys as it shall elect or appoint, to receive notices, to make, execute and deliver, swear to, acknowledge acknowledge, and file any and all reports, responses responses, and notices, and to do any and all things required or advisable, in the Manager’s 's judgment, to be done by such a Tax Matters Partner. Any Member designated as the Tax Matters Partner for the Company Fund under Section 6231(a)(7) of the Code shall be indemnified and held harmless by the Company Fund from any and all liabilities and obligations that arise from or by reason of such designation. (b) Each person (for purposes of this Section 8.14(b)8.15, called a “"Pass-Thru Partner”Member") that holds or controls an interest as a Member Units on behalf of, or for the benefit of, another person or persons, or which Pass-Thru Partner Member is beneficially owned (directly or indirectly) by another person or persons, shall, within 30 days following receipt from the Tax Matters Partner of any notice, demand, request for information or similar document, convey such notice notice, demand, request or other document in writing to all holders of beneficial interests in the Company Fund holding such interests through such Pass-Thru PartnerMember. In the event the Company Fund shall be the subject of an income tax audit by any federalFederal, state state, or local authority, to the extent the Company Fund is treated as an entity for purposes of such audit, including administrative settlement and judicial review, the Tax Matters Partner shall be authorized to act for, and its decision shall be final and binding upon, the Company Fund and each Member thereof. All expenses incurred by the Company or the Tax Matters Partner in connection with any such audit, investigation, settlement settlement, or review shall be borne by the CompanyFund.

Tax Matters Partner. (a) The A Manager who is a Member shall be designated on the Company’s Fund's annual federal Federal income tax return, and have full powers and responsibilities, as the Tax Matters Partner of the Company Fund for purposes of Section 6231(a)(7) of the Code. In the event the that no Manager cannot act as Tax Matters Partneris a Member, another a Member shall be so designated. Should any Member other than the Manager be designated as the Tax Matters Partner for the Company Fund pursuant to Section 6231(a)(7) of the Code, it shall, and each Member hereby does, to the fullest extent permitted by law, delegate to a Manager selected by the Manager Board of Managers all of its rights, powers and authority to act as such Tax Matters Partner and hereby constitutes and appoints the such Manager as its true and lawful attorney-in-fact, with power to act in its name and on its behalf, including the power to act through such agents or attorneys as it shall elect or appoint, to receive notices, to make, execute and deliver, swear to, acknowledge and file any and all reports, responses and notices, and to do any and all things required or advisable, in the Manager’s 's judgment, to be done by such a Tax Matters Partner. Any Member designated as the Tax Matters Partner for the Company Fund under Section 6231(a)(7) of the Code shall be indemnified and held harmless by the Company Fund from any and all liabilities and obligations that arise from or by reason of such designation. (b) Each person (for purposes of this Section 8.14(b)8.15, called a “"Pass-Thru Partner”Member") that holds or controls an interest as a Member on behalf of, or for the benefit of, another person or persons, or which Pass-Thru Partner Member is beneficially owned (directly or indirectly) by another person or persons, shall, within 30 days following receipt from the Tax Matters Partner of any notice, demand, request for information or similar document, convey such notice or other document in writing to all holders of beneficial interests in the Company Fund holding such interests through such Pass-Thru PartnerMember. In the event the Company Fund shall be the subject of an income tax audit by any federalFederal, state or local authority, to the extent the Company Fund is treated as an entity for purposes of such audit, including administrative settlement and judicial review, the Tax Matters Partner shall be authorized to act for, and its decision shall be final and binding upon, the Company Fund and each Member thereof. All expenses incurred by the Company or the Tax Matters Partner in connection with any such audit, investigation, settlement or review shall be borne by the CompanyFund.

Tax Matters Partner. (a) The Manager shall be designated on the Company’s 's annual federal Federal income tax return, and have full powers and responsibilities, as the Tax Matters Partner of the Company for purposes of Section 6231(a)(7) of the Code. In the event the Manager cannot act as Tax Matters Partner, another Member shall be so designated. Should any Member other than the Manager be designated as the Tax Matters Partner for the Company pursuant to Section 6231(a)(7) of the Code, it shall, and each Member hereby does, to the fullest extent permitted by law, delegate to the Manager all of its rights, powers and authority to act as such Tax Matters Partner and hereby constitutes and appoints the Manager as its true and lawful attorney-in-fact, with power to act in its name and on its behalf, including the power to act through such agents or attorneys as it shall elect or appoint, to receive notices, to make, execute and deliver, swear to, acknowledge and file any and all reports, responses and notices, and to do any and all things required or advisable, in the Manager’s 's judgment, to be done by such a Tax Matters Partner. Any Member designated as the Tax Matters Partner for the Company under Section 6231(a)(7) of the Code shall be indemnified and held harmless by the Company from any and all liabilities and obligations that arise from or by reason of such designation. (b) Each person (for purposes of this Section 8.14(b), called a “"Pass-Thru Partner”") that holds or controls an interest as a Member on behalf of, or for the benefit of, another person or persons, or which Pass-Thru Partner is beneficially owned (directly or indirectly) by another person or persons, shall, within 30 days following receipt from the Tax Matters Partner of any notice, demand, request for information or similar document, convey such notice or other document in writing to all holders of beneficial interests in the Company holding such interests through such Pass-Thru Partner. In the event the Company shall be the subject of an income tax audit by any federalFederal, state or local authority, to the extent the Company is treated as an entity for purposes of such audit, including administrative settlement and judicial review, the Tax Matters Partner shall be authorized to act for, and its decision shall be final and binding upon, the Company and each Member thereof. All expenses incurred by the Company or the Tax Matters Partner in connection with any such audit, investigation, settlement or review shall be borne by the Company.

Tax Matters Partner. (a) The A Manager who is a Member shall be designated on the Company’s 's annual federal income Federal information tax return, and have full powers and responsibilities, as the Tax Matters Partner of the Company for purposes of Section 6231(a)(7) of the Code. In the event the that no Manager cannot act as Tax Matters Partneris a Member, another a Member shall be so designated. Should any Member other than the Manager be designated as the Tax Matters Partner for the Company pursuant to Section 6231(a)(7) of the Code, it shall, and each Member hereby does, to the fullest extent permitted by law, delegate to a Manager selected by the Manager Board of Managers all of its rights, powers and authority to act as such Tax Matters Partner and hereby constitutes and appoints the such Manager as its true and lawful attorney-in-fact, with power to act in its name and on its behalf, including the power to act through such agents or attorneys as it shall elect or appoint, to receive notices, to make, execute and deliver, swear to, acknowledge and file any and all reports, responses and notices, notices and to do any and all things required or advisable, in the Manager’s 's judgment, to be done by such a Tax Matters Partner. Any Member designated as the Tax Matters Partner for the Company under Section 6231(a)(7) of the Code shall be indemnified and held harmless by the Company from any and all liabilities and obligations that arise from or by reason of such designation. (b) Each person (for purposes of this Section 8.14(b)8.15, called a “"Pass-Thru Partner”Member") that holds or controls an interest as a Member on behalf of, or for the benefit of, another person or persons, or which Pass-Thru Partner Member is beneficially owned (directly or indirectly) by another person or persons, shall, within 30 days following receipt from the Tax Matters Partner of any notice, demand, request for information or similar document, convey such notice or other document in writing to all holders of beneficial interests in the Company holding such interests through such Pass-Thru PartnerMember. In the event the Company shall be the subject of an income tax audit by any federalFederal, state or local authority, to the extent the Company is treated as an entity for purposes of such audit, including administrative settlement and judicial review, the Tax Matters Partner shall be authorized to act for, and its decision shall be final and binding upon, the Company and each Member thereof. All expenses incurred by the Company or the Tax Matters Partner in connection with any such audit, investigation, settlement or review shall be borne by the Company.

Tax Matters Partner. (a) The Investment Manager or any Manager who is a Member shall be designated on the Company’s Fund's annual federal Federal income tax return, and have full powers and responsibilities, as the Tax Matters Partner of the Company Fund for purposes of Section 6231(a)(7) of the Code. In the event that neither the Investment Manager cannot act as Tax Matters Partnernor any Manager is a Member, another a Member shall be so designated. Should any Member other than the Manager be designated as the Tax Matters Partner for the Company Fund pursuant to Section 6231(a)(7) of the Code, it shall, and each Member hereby does, to the fullest extent permitted by law, delegate to a Manager selected by the Manager Board of Managers all of its rights, powers and authority to act as such Tax Matters Partner and hereby constitutes and appoints the such Manager as its true and lawful attorney-in-fact, with power to act in its name and on its behalf, including the power to act through such agents or attorneys as it shall elect or appoint, to receive notices, to make, execute and deliver, swear to, acknowledge and file any and all reports, responses and notices, and to do any and all things required or advisable, in the Manager’s 's judgment, to be done by such a Tax Matters Partner. Any Member designated as the Tax Matters Partner for the Company Fund under Section 6231(a)(7) of the Code shall be indemnified and held harmless by the Company Fund from any and all liabilities and obligations that arise from or by reason of such designation. (b) Each person (for purposes of this Section 8.14(b)8.15, called a “"Pass-Thru Partner”Member") that holds or controls an interest as a Member on behalf of, or for the benefit of, another person or persons, or which Pass-Thru Partner Member is beneficially owned (directly or indirectly) by another person or persons, shall, within 30 days following receipt from the Tax Matters Partner of any notice, demand, request for information or similar document, convey such notice or other document in writing to all holders of beneficial interests in the Company Fund holding such interests through such Pass-Thru PartnerMember. In the event the Company Fund shall be the subject of an income tax audit by any federalFederal, state or local authority, to the extent the Company Fund is treated as an entity for purposes of such audit, including administrative settlement and judicial review, the Tax Matters Partner shall be authorized to act for, and its decision shall be final and binding upon, the Company Fund and each Member thereof. All expenses incurred by the Company or the Tax Matters Partner in connection with any such audit, investigation, settlement or review shall be borne by the CompanyFund.

Tax Matters Partner. (a) The Manager A Director who is a Member shall be designated on the Company’s Fund's annual federal Federal income tax return, and have full powers and responsibilities, as the Tax Matters Partner of the Company Fund for purposes of Section 6231(a)(7) of the Code. In the event the Manager cannot act as Tax Matters Partnerthat no Director is a Member, another a Member shall be so designated. Should any Member other than the Manager be designated as the Tax Matters Partner for the Company Fund pursuant to Section 6231(a)(7) of the Code, it shall, and each Member hereby does, to the fullest extent permitted by law, delegate to a Director selected by the Manager Board of Directors all of its rights, powers and authority to act as such Tax Matters Partner and hereby constitutes and appoints the Manager such Director as its true and lawful attorney-in-fact, with power to act in its name and on its behalf, including the power to act through such agents or attorneys as it shall elect or appoint, to receive notices, to make, execute and deliver, swear to, acknowledge and file any and all reports, responses and notices, and to do any and all things required or advisable, in the Manager’s Director's judgment, to be done by such a Tax Matters Partner. Any Member designated as the Tax Matters Partner for the Company Fund under Section 6231(a)(7) of the Code shall be indemnified and held harmless by the Company Fund from any and all liabilities and obligations that arise from or by reason of such designation. (b) Each person (for purposes of this Section 8.14(b)8.15, called a “"Pass-Thru Partner”Member") that holds or controls an interest as a Member on behalf of, or for the benefit of, another person or persons, or which Pass-Thru Partner Member is beneficially owned (directly or indirectly) by another person or persons, shall, within 30 days following receipt from the Tax Matters Partner of any notice, demand, request for information or similar document, convey such notice or other document in writing to all holders of beneficial interests in the Company Fund holding such interests through such Pass-Thru PartnerMember. In the event the Company Fund shall be the subject of an income tax audit by any federalFederal, state or local authority, to the extent the Company Fund is treated as an entity for purposes of such audit, including administrative settlement and judicial review, the Tax Matters Partner shall be authorized to act for, and its decision shall be final and binding upon, the Company Fund and each Member thereof. All expenses incurred by the Company or the Tax Matters Partner in connection with any such audit, investigation, settlement or review shall be borne by the CompanyFund.

Tax Matters Partner. (a) The A Manager who is a Member shall be designated on the Company’s 's annual federal Federal income tax return, and have full powers and responsibilities, as the Tax Matters Partner of the Company for purposes of Section 6231(a)(7) of the Code. In the event the that no Manager cannot act as Tax Matters Partneris a Member, another a Member shall be so designated. Should any Member other than the Manager be designated as the Tax Matters Partner for the Company pursuant to Section 6231(a)(7) of the Code, it shall, and each Member hereby does, to the fullest extent permitted by law, delegate to a Manager selected by the Manager Board of Managers all of its rights, powers and authority to act as such Tax Matters Partner and hereby constitutes and appoints the such Manager as its true and lawful attorney-in-fact, with power to act in its name and on its behalf, including the power to act through such agents or attorneys as it shall elect or appoint, to receive notices, to make, execute and deliver, swear to, acknowledge and file any and all reports, responses and notices, notices and to do any and all things required or advisable, in the Manager’s 's judgment, to be done by such a Tax Matters Partner. Any Member designated as the Tax Matters Partner for the Company under Section 6231(a)(7) of the Code shall be indemnified and held harmless by the Company from any and all liabilities and obligations that arise from or by reason of such designation. (b) Each person (for purposes of this Section 8.14(b)8.15, called a “"Pass-Thru Partner”Member") that holds or controls an interest as a Member on behalf of, or for the benefit of, another person or persons, or which Pass-Thru Partner Member is beneficially owned (directly or indirectly) by another person or persons, shall, within 30 days following receipt from the Tax Matters Partner of any notice, demand, request for information or similar document, convey such notice or other document in writing to all holders of beneficial interests in the Company holding such interests through such Pass-Thru PartnerMember. In the event the Company shall be the subject of an income tax audit by any federalFederal, state or local authority, to the extent the Company is treated as an entity for purposes of such audit, including administrative settlement and judicial review, the Tax Matters Partner shall be authorized to act for, and its decision shall be final and binding upon, the Company and each Member thereof. All expenses incurred by the Company or the Tax Matters Partner in connection with any such audit, investigation, settlement or review shall be borne by the Company.

Tax Matters Partner. (a) The Manager Advisor shall be designated on the Company’s Fund's annual federal Federal income tax return, and have full powers and responsibilities, as the Tax Matters Partner of the Company Fund for purposes of Section 6231(a)(7) of the Code. In the event that the Manager canAdvisor is not act as Tax Matters Partnera Member, another a Member shall be so designated. Should any Member other than the Manager be designated as the Tax Matters Partner for the Company pursuant to Section 6231(a)(7) of the Code, it shall, and each Each Member hereby does, to the fullest extent permitted by law, delegate to the Manager Advisor all of its rights, powers and authority to act as such Tax Matters Partner and hereby constitutes and appoints the Manager Advisor as its true and lawful attorney-in-fact, with power to act in its name and on its behalf, including the power to act through such agents or attorneys as it shall elect or appoint, to receive notices, to make, execute and deliver, swear to, acknowledge and file any and all reports, responses and notices, and to do any and all things required or advisable, in the Manager’s 's judgment, to be done by such a Tax Matters Partner. Any Member designated as the Tax Matters Partner for the Company under Section 6231(a)(7) of the Code The Advisor shall be indemnified and held harmless by the Company Fund from any and all liabilities and obligations that arise from or by reason of such designation. (b) Each person (for purposes of this Section 8.14(b)8.15, called a “"Pass-Thru Partner”Member") that holds or controls an interest as a Member on behalf of, or for the benefit of, another person or persons, or which Pass-Thru Partner Member is beneficially owned (directly or indirectly) by another person or persons, shall, within 30 days following receipt from the Tax Matters Partner of any notice, demand, request for information or similar document, convey such notice or other document in writing to all holders of beneficial interests in the Company Fund holding such interests through such Pass-Thru PartnerMember. In the event the Company Fund shall be the subject of an income tax audit by any federalFederal, state or local authority, to the extent the Company Fund is treated as an entity for purposes of such audit, including administrative settlement and judicial review, the Tax Matters Partner shall be authorized to act for, and its decision shall be final and binding upon, the Company Fund and each Member thereof. All expenses incurred by the Company or the Tax Matters Partner in connection with any such audit, investigation, settlement or review shall be borne by the CompanyFund.

Tax Matters Partner. (a) The Manager Advisor shall be designated on the Company’s Fund's annual federal Federal income tax return, and have full powers and responsibilities, as the Tax Matters Partner of the Company Fund for purposes of Section 6231(a)(7) of the Code. In the event the that no Manager cannot act as Tax Matters Partneris a Member, another a Member shall be so designated. Should any Member other than the Manager be designated as the Tax Matters Partner for the Company pursuant to Section 6231(a)(7) of the Code, it shall, and each Each Member hereby does, to the fullest extent permitted by law, delegate to the Manager Advisor all of its rights, powers and authority to act as such Tax Matters Partner and hereby constitutes and appoints the Manager Advisor as its true and lawful attorney-in-fact, with power to act in its name and on its behalf, including the power to act through such agents or attorneys as it shall elect or appoint, to receive notices, to make, execute and deliver, swear to, acknowledge and file any and all reports, responses and notices, and to do any and all things required or advisable, in the Manager’s 's judgment, to be done by such a Tax Matters Partner. Any Member designated as the Tax Matters Partner for the Company under Section 6231(a)(7) of the Code The Advisor shall be indemnified and held harmless by the Company Fund from any and all liabilities and obligations that arise from or by reason of such designation. (b) Each person (for purposes of this Section 8.14(b)8.15, called a “"Pass-Thru Partner”Member") that holds or controls an interest as a Member on behalf of, or for the benefit of, another person or persons, or which Pass-Thru Partner Member is beneficially owned (directly or indirectly) by another person or persons, shall, within 30 days following receipt from the Tax Matters Partner of any notice, demand, request for information or similar document, convey such notice or other document in writing to all holders of beneficial interests in the Company Fund holding such interests through such Pass-Thru PartnerMember. In the event the Company Fund shall be the subject of an income tax audit by any federalFederal, state or local authority, to the extent the Company Fund is treated as an entity for purposes of such audit, including administrative settlement and judicial review, the Tax Matters Partner shall be authorized to act for, and its decision shall be final and binding upon, the Company Fund and each Member thereof. All expenses incurred by the Company or the Tax Matters Partner in connection with any such audit, investigation, settlement or review shall be borne by the CompanyFund.

Tax Matters Partner. (a) The Manager Taxable Investor Fund shall be designated on the CompanyFund’s annual federal Federal income tax return, and have full powers and responsibilities, as the initial Tax Matters Partner of the Company Fund for purposes of Section 6231(a)(7) of the Code. In the event that the Manager cannot act as Taxable Investor Fund is no a Member, the Board shall designate a Member to be Tax Matters Partner, another Member shall be so designatedPartner in accordance with the procedures of Section 3.3 herein. Should any Member other than (including the Manager Taxable Investor Fund) be designated as the Tax Matters Partner for the Company Fund pursuant to Section 6231(a)(7231(a)(7) of the Code, it shall, and each Member hereby does, to the fullest extent permitted by law, delegate to a Manager selected by the Manager Board all of its rights, powers powers, and authority to act as such Tax Matters Partner and hereby constitutes and appoints the such Manager as its true and lawful attorney-in-fact, with power to act in its name and on its behalf, including the power to act through such agents or attorneys as it shall elect or appoint, to receive notices, to make, execute and deliver, swear to, acknowledge acknowledge, and file any and all reports, responses responses, and notices, and to do any and all things required or advisable, in the Manager’s judgment, to be done by such a Tax Matters Partner. Any Member designated as the Tax Matters Partner for the Company Fund under Section 6231(a)(7) of the Code shall be indemnified and held harmless by the Company Fund from any and all liabilities and obligations that arise from or by reason of such designation. (b) Each person Person (for purposes of this Section 8.14(b)8.14, called a “Pass-Thru PartnerMember”) that holds or controls an interest as a Member Units on behalf of, or for the benefit of, another person Person or personsPersons, or which Pass-Pass- Thru Partner Member is beneficially owned (directly or indirectly) by another person Person or personsPersons, shall, within 30 days following receipt from the Tax Matters Partner of any notice, demand, request for information or similar document, convey such notice notice, demand, request or other document in writing to all holders of beneficial interests in the Company Fund holding such interests through such Pass-Thru PartnerMember. In the event the Company Fund shall be the subject of an income tax audit by any federalFederal, state state, or local authority, to the extent the Company Fund is treated as an entity for purposes of such audit, including administrative settlement and judicial review, the Tax Matters Partner shall be authorized to act for, and its decision shall be final and binding upon, the Company Fund and each Member thereof. All expenses incurred by the Company or the Tax Matters Partner in connection with any such audit, investigation, settlement settlement, or review shall be borne by the CompanyFund.

Tax Matters Partner. (a) The Manager A Trustee who is a Holder shall be designated on the Company’s Fund's annual federal income Federal information tax return, and have full powers and responsibilities, as the Tax Matters Partner of the Company Fund for purposes of Section 6231(a)(7) of the Code. In the event that no Trustee is a Holder, then any other Holder shall be designated as the Manager cannot act as Tax Matters Partner, another Member shall be so designatedPartner by the Board of Trustees. Should any Member other than the Manager Holder be designated as the Tax Matters Partner for the Company Fund pursuant to Section 6231(a)(7) of the Code, it shall, and each Member Holder hereby does, to the fullest extent permitted by law, delegate to an officer selected by the Manager Board of Trustees all of its rights, powers and authority to act as such Tax Matters Partner and hereby constitutes and appoints the Manager such duly selected officer as its true and lawful attorney-in-fact, with power to act in its name and on its behalf, including the power to act through such agents or attorneys as it shall elect or appoint, to receive notices, to make, execute and deliver, swear to, acknowledge and file any and all reports, responses and notices, and to do any and all things required or advisable, in the Manager’s officer's judgment, to be done by such a Tax Matters Partner. Any Member Holder designated as the Tax Matters Partner for the Company Fund under Section 6231(a)(7) of the Code and any officer discharging this responsibility under the power of attorney described above shall be indemnified and held harmless by the Company Fund from any and all liabilities and obligations that arise from or by reason of such designation. (b) Each person (for purposes of this Section 8.14(b)8.13, called a “Pass"PASS-Thru Partner”THRU HOLDER") that holds or controls an interest as a Member Holder on behalf of, or for the benefit of, another person or persons, or which Pass-Thru Partner Holder is beneficially owned (directly or indirectly) by another person or persons, shall, within 30 days following receipt from the Tax Matters Partner of any notice, demand, request for information or similar document, convey such notice or other document in writing to all holders of beneficial interests in the Company Fund holding such interests through such Pass-Thru PartnerHolder. In the event the Company Fund shall be the subject of an income tax audit by any federalFederal, state or local authority, to the extent the Company Fund is treated as an entity for purposes of such audit, including administrative settlement and judicial review, the Tax Matters Partner shall be authorized to act for, for and its decision shall be final and binding upon, the Company Fund and each Member Holder thereof. All expenses incurred by the Company or the Tax Matters Partner in connection with any such audit, investigation, settlement or review shall be borne by the CompanyFund.

Tax Matters Partner. (a) The Manager shall be designated on the CompanyMaster Portfolio’s annual federal income tax return, and have full powers and responsibilities, as the Tax Matters Partner of the Company Master Portfolio for purposes of Section 6231(a)(7) of the Code. In the event the Manager cannot act as Tax Matters Partner, another Member shall be so designated. Should any Member other than the Manager be designated as the Tax Matters Partner for the Company Master Portfolio pursuant to Section 6231(a)(7) of the Code, it shall, and each Member hereby does, to the fullest extent permitted by law, delegate to the Manager all of its rights, powers and authority to act as such Tax Matters Partner and hereby constitutes and appoints the Manager as its true and lawful attorney-in-fact, with power to act in its name and on its behalf, including the power to act through such agents or attorneys as it shall elect or appoint, to receive notices, to make, execute and deliver, swear to, acknowledge and file any and all reports, responses and notices, and to do any and all things required or advisable, in the Manager’s judgment, to be done by such a Tax Matters Partner. Any Member designated as the Tax Matters Partner for the Company Master Portfolio under Section 6231(a)(7) of the Code shall be indemnified and held harmless by the Company Master Portfolio from any and all liabilities and obligations that arise from or by reason of such designation. (b) Each person (for purposes of this Section 8.14(b), called a “Pass-Thru Partner”) that holds or controls an interest as a Member on behalf of, or for the benefit of, another person or persons, or which Pass-Thru Partner is beneficially owned (directly or indirectly) by another person or persons, shall, within 30 days following receipt from the Tax Matters Partner of any notice, demand, request for information or similar document, convey such notice or other document in writing to all holders of beneficial interests in the Company Master Portfolio holding such interests through such Pass-Thru Partner. In the event the Company Master Portfolio shall be the subject of an income tax audit by any federal, state or local authority, to the extent the Company Master Portfolio is treated as an entity for purposes of such audit, including administrative settlement and judicial review, the Tax Matters Partner shall be authorized to act for, and its decision shall be final and binding upon, the Company Master Portfolio and each Member thereof. All expenses incurred by the Company Master Portfolio or the Tax Matters Partner in connection with any such audit, investigation, settlement or review shall be borne by the CompanyMaster Portfolio.

Tax Matters Partner. (a) The Manager A Director who is a Member shall be designated on the Company’s 's annual federal Federal income tax return, and have full powers and responsibilities, as the Tax Matters Partner of the Company for purposes of Section 6231(a)(7) of the Code. In the event the Manager cannot act as Tax Matters Partnerthat no Director is a Member, another a Member shall be so designated. Should any Member other than the Manager be designated as the Tax Matters Partner for the Company pursuant to Section 6231(a)(7) of the Code, it shall, and each Member hereby does, to the fullest extent permitted by law, delegate to a Director selected by the Manager Board of Directors all of its rights, powers and authority to act as such Tax Matters Partner and hereby constitutes and appoints the Manager such Director as its true and lawful attorney-in-fact, with power to act in its name and on its behalf, including the power to act through such agents or attorneys as it shall elect or appoint, to receive notices, to make, execute and deliver, swear to, acknowledge and file any and all reports, responses and notices, notices and to do any and all things required or advisable, in the Manager’s Director's judgment, to be done by such a Tax Matters Partner. Any Member designated as the Tax Matters Partner for the Company under Section 6231(a)(7) of the Code shall be indemnified and held harmless by the Company from any and all liabilities and obligations that arise from or by reason of such designation. (b) Each person (for purposes of this Section 8.14(b)8.15, called a “"Pass-Thru Partner”Member") that holds or controls an interest as a Member on behalf of, or for the benefit of, another person or persons, or which Pass-Thru Partner Member is beneficially owned (directly or indirectly) by another person or persons, shall, within 30 days following receipt from the Tax Matters Partner of any notice, demand, request for information or similar document, convey such notice or other document in writing to all holders of beneficial interests in the Company holding such interests through such Pass-Thru PartnerMember. In the event the Company shall be the subject of an income tax audit by any federalFederal, state or local authority, to the extent the Company is treated as an entity for purposes of such audit, including administrative settlement and judicial review, the Tax Matters Partner shall be authorized to act for, and its decision shall be final and binding upon, the Company and each Member thereof. All expenses incurred by the Company or the Tax Matters Partner in connection with any such audit, investigation, settlement or review shall be borne by the Company.

Tax Matters Partner. (a) The Manager Managing Member is designated the “Tax Matters Partner” (as defined in Code Section 6231). (b) The Managing Member, in its capacity as “tax matters partner” of the Company, and the other Members agree that each such other Member will be a “notice partner” (as defined in Code Section 6231(a)(8)) with respect to the Company. The Managing Member, in its capacity as “tax matters partner” of the Company (or similar capacity under applicable state or local tax law), shall be designated on not bind any other Member to a settlement agreement for federal, state or local tax purposes without such Member’s prior written consent. The Managing Member shall promptly provide each other Member with notice of, and with any information such other Member reasonably requests regarding, any income tax audit or other material tax audit or proceeding with respect to the Company or any entity in which the Company owns a direct or indirect interest. (c) Notwithstanding anything set forth in this Agreement, the Managing Member shall cause the Company to make the following elections: (i) to adopt the calendar year as the Company’s annual federal income tax returnfiscal year (unless otherwise required by codes or regulations); (ii) to adopt the accrual method of accounting and to keep the Company’s books and records in accordance with generally accepted accounting principles (other than Capital Accounts, and have full powers and responsibilitieswhich shall be maintained in accordance with Section 3.4 hereof); (iii) if there is a distribution of Company property as described in Section 734 of the Code or if there is a transfer of a Company interest as described in Section 743 of the Code, as upon written request of any Member, to elect, pursuant to Section 754 of the Tax Matters Partner Code, to adjust the basis of Company properties; and (iv) to elect to amortize the organizational expenses of the Company for purposes of as permitted by Section 6231(a)(7709(b) of the Code. In the event the Manager cannot act as Tax Matters Partner, another Member No election shall be so designated. Should any Member other than the Manager be designated as the Tax Matters Partner for the Company pursuant to Section 6231(a)(7) of the Code, it shall, and each Member hereby does, to the fullest extent permitted by law, delegate to the Manager all of its rights, powers and authority to act as such Tax Matters Partner and hereby constitutes and appoints the Manager as its true and lawful attorney-in-fact, with power to act in its name and on its behalf, including the power to act through such agents or attorneys as it shall elect or appoint, to receive notices, to make, execute and deliver, swear to, acknowledge and file any and all reports, responses and notices, and to do any and all things required or advisable, in the Manager’s judgment, to be done by such a Tax Matters Partner. Any Member designated as the Tax Matters Partner for the Company under Section 6231(a)(7) of the Code shall be indemnified and held harmless by the Company from any and all liabilities and obligations that arise from or by reason of such designation. (b) Each person (for purposes of this Section 8.14(b), called a “Pass-Thru Partner”) that holds or controls an interest as a Member on behalf of, or for the benefit of, another person or persons, or which Pass-Thru Partner is beneficially owned (directly or indirectly) by another person or persons, shall, within 30 days following receipt from the Tax Matters Partner of any notice, demand, request for information or similar document, convey such notice or other document in writing to all holders of beneficial interests in the Company holding such interests through such Pass-Thru Partner. In the event the Company shall be the subject of an income tax audit by any federal, state or local authority, to the extent the Company is treated as an entity for purposes of such audit, including administrative settlement and judicial review, the Tax Matters Partner shall be authorized to act for, and its decision shall be final and binding upon, the Company and each Member thereof. All expenses incurred made by the Company or any Member to (x) exclude the Tax Matters Partner in connection with Company from the application of the provisions of subchapter K of chapter 1 of subtitle A of the Code or any such auditsimilar provisions of applicable state laws, investigation, settlement or review shall be borne by (y) treat the CompanyCompany as an association taxable as a corporation for federal income tax purposes pursuant to Regulations Section 301.7701-3(c).

Tax Matters Partner. (a) The Manager A Director who is a Member shall be designated on the Company’s 's annual federal income Federal information tax return, and have full powers and responsibilities, as the Tax Matters Partner of the Company for purposes of Section 6231(a)(7) of the Code. In the event the Manager cannot act as Tax Matters Partnerthat no Director is a Member, another a Member shall be so designated. Should any Member other than the Manager be designated as the Tax Matters Partner for the Company pursuant to Section 6231(a)(7) of the Code, it shall, and each Member hereby does, to the fullest extent permitted by law, delegate to a Director selected by the Manager Board of Directors all of its rights, powers and authority to act as such Tax Matters Partner and hereby constitutes and appoints the Manager such Director as its true and lawful attorney-in-fact, with power to act in its name and on its behalf, including the power to act through such agents or attorneys as it shall elect or appoint, to receive notices, to make, execute and deliver, swear to, acknowledge and file any and all reports, responses and notices, notices and to do any and all things required or advisable, in the Manager’s Director's judgment, to be done by such a Tax Matters Partner. Any Member designated as the Tax Matters Partner for the Company under Section 6231(a)(7) of the Code shall be indemnified and held harmless by the Company from any and all liabilities and obligations that arise from or by reason of such designation. (b) Each person Person (for purposes of this Section 8.14(b)8.15, called a “"Pass-Thru Partner”Member") that holds or controls an interest as a Member on behalf of, or for the benefit of, another person Person or personsPersons, or which a Pass-Thru Partner Member is beneficially owned (directly or indirectly) by another person Person or personsPersons, shall, within 30 days following receipt from the Tax Matters Partner of any notice, demand, request for information or similar document, convey such notice or other document in writing to all holders of beneficial interests in the Company holding such interests through such Pass-Thru PartnerMember. In the event the Company shall be the subject of an income tax audit by any federalFederal, state or local authority, to the extent the Company is treated as an entity for purposes of such audit, including administrative settlement and judicial review, the Tax Matters Partner shall be authorized to act for, and its decision shall be final and binding upon, the Company and each Member thereof. All expenses incurred by the Company or the Tax Matters Partner in connection with any such audit, investigation, settlement or review shall be borne by the Company.

Tax Matters Partner. (a) The Manager Company shall be designated on file an election pursuant to Code Section 6231(a)(1)(B)(ii) to have Code Section 6231(a)(1)(B)(i) not apply. For so long as AMD Member and/or any of its Affiliates has an aggregate Percentage Interest greater than fifty percent (50%), AMD Member shall serve as the Company’s annual federal income tax return, “Tax Matters Partner” (as defined in Code Section 6231(a)(7)) and have full powers and responsibilities, as the shall perform any similar or corresponding role under applicable state law. The Tax Matters Partner shall perform the duties imposed on a Tax Matters Partner under the Code and shall be entitled to expend Company funds for (or to be reimbursed for) reasonable third-party costs relating thereto. All legal and accounting fees relating to any audits of the Company for purposes shall be borne by the Company; provided, that the Members shall bear the costs of Section 6231(a)(7) any audits of the Codetheir separate tax returns. In the event the Manager cannot act as Tax Matters Partner, another Member shall be so designated. Should United States Internal Revenue Service or any Member other than the Manager be designated as the Tax Matters Partner for the Company pursuant to Section 6231(a)(7) of the Code, it shall, and each Member hereby does, to the fullest extent permitted by law, delegate to the Manager all of its rights, powers and authority to act as such Tax Matters Partner and hereby constitutes and appoints the Manager as its true and lawful attorney-in-fact, with power to act in its name and on its behalf, including the power to act through such agents or attorneys as it shall elect or appoint, to receive notices, to make, execute and deliver, swear to, acknowledge and file any and all reports, responses and notices, and to do any and all things required or advisable, in the Manager’s judgment, to be done by such a Tax Matters Partner. Any Member designated as the Tax Matters Partner for the Company under Section 6231(a)(7) of the Code shall be indemnified and held harmless by the Company from any and all liabilities and obligations that arise from or by reason of such designation. (b) Each person (for purposes of this Section 8.14(b), called a “Pass-Thru Partner”) that holds or controls an interest as a Member on behalf of, or for the benefit of, another person or persons, or which Pass-Thru Partner is beneficially owned (directly or indirectly) by another person or persons, shall, within 30 days following receipt from applicable Governmental Authority notifies the Tax Matters Partner of any notice, demand, request for proposed Proceeding relating to the Company’s information or similar document, convey such notice tax returns or other document in writing to all holders the amount of beneficial interests in the liability of the Company holding such interests through such Pass-Thru Partner. In the event the Company shall be the subject of an income tax audit by for any federal, state or local authority, to the extent the Company is treated as an entity for purposes of such audit, including administrative settlement and judicial reviewTax, the Tax Matters Partner shall promptly notify the other Members of such matter, shall provide relevant factual information (to the extent known) describing any asserted liability for Tax in reasonable detail and shall provide copies of any notice or other documents received from the Internal Revenue Service or other applicable Governmental Authority with respect to such matter. The Tax Matters Partner shall at all times keep the other Members informed as to the status of all such Proceedings and shall permit each other Member to Participate fully in that portion of any Proceeding relating to Taxes for which it may have liability under Article X of the Contribution Agreement. Any such right to Participate shall not limit the rights any such other Member may otherwise have under Applicable Law. In the event that a proposed adjustment relating to any “partnership item” (as defined in Code Section 6231(a)(3)) or any similar or corresponding item under applicable state law is an item for which any Member is or potentially may be authorized an Indemnifying Party pursuant to act for, and its decision shall be final and binding uponArticle X of the Contribution Agreement, the Company shall not enter into any settlement agreement or otherwise agree to any settlement with respect to such partnership item without the consent of the Indemnifying Party. (b) The Member designated as Tax Matters Partner is hereby authorized to make all elections available to the Company for federal, state, local, and each Member thereofforeign tax purposes, except that in no event shall the Company file an election to be treated as a corporation or as an association taxable as a corporation for United States federal income tax purposes or for purposes of income or corporate franchise tax purposes under the law of any State of the United States. In respect of any tax elections that the Company may be eligible or required to make under the laws of Japan, the Tax Matters Partner shall consult with appropriate officers or other personnel employed by FASL (Japan). (c) The Tax Matters Partner shall prepare or cause to be prepared all appropriate income and information tax returns for the Company; provided, that if the Company is required to file tax returns with any national or sub-national Governmental Authority in Japan, such returns shall be prepared by a qualified Japanese audit corporation under the supervision of the Board of Managers (which supervisory responsibility may be delegated to the Tax Matters Partner who shall request assistance from FASL (Japan) to the extent that the Tax Matters Partner reasonably determines that such assistance would be in the best interest of the Company. All such returns shall be subject to review by the other Member(s) before filing and shall be delivered to the other Member(s) for review not fewer than ten (10) Business Days in advance of the due date thereof (taking into account any extensions actually obtained); provided, however, that the Tax Matters Partner shall use its best efforts to provide Fujitsu Member with 30 days advance notice if the Tax Matters Partner intends that the Company will take any position on Form 1065 as to which a disclosure will be filed on IRS Form 8275 (or any variation thereof) or as to which the Tax Matters Partner believes that “substantial authority” (within the meaning of Code Section 6662) is or may be lacking, and thereafter, if so requested by Fujitsu Member, shall consult with Fujitsu Member concerning such position. All third-party costs and expenses reasonably incurred by the Company or the Tax Matters Partner in connection performing its duties described in this Section 13.6 or otherwise in accordance with any such audit, investigation, settlement or review the terms of this Agreement (including legal and accounting fees) shall be borne by the Company. Each Member shall provide to the Tax Matters Partner such information as the Tax Matters Partner deems necessary or appropriate in connection with its activities as Tax Matters Partner; provided, however, that in no event xxxx Xxxxxxx Member be required to disclose to the Tax Matters Partner or the Company copies of any Tax returns filed by Fujitsu Member or any Affiliate of Fujitsu Member. The Tax Matters Partner shall cooperate with the Members by providing to each Member such information as the Member may reasonably request concerning the Company and its transactions in connection with the determination of such Member’s liability for any Tax or any Proceeding relating thereto. (d) Notwithstanding any other provisions of this Agreement, Fujitsu Member shall have the right, by written notice to AMD Member, to require that the Company’s United States federal, state and local information tax returns be prepared by a certified public accounting firm in the event that any of the following occur: (i) the Company fails to file any required IRS Form 1065 (or successor Form) or corresponding returns or reports for the States of Texas or California on a timely basis (taking into account any extensions actually obtained); (ii) the Company fails to provide to Fujitsu Member the information described in Section 7.10(b) within the applicable time periods set forth in such Section; (iii) penalties under Code Sections 6662 or 6663 are imposed on Fujitsu Member due to the negligence or fraud (as such terms are defined in Sections 6662 and 6663 and the Regulations thereunder) of AMD Member or an Affiliate of AMD Member in preparing tax filings in respect of the Company; or (iv) the Company fails to receive, on a timely basis (not less frequently than annually in advance of filing its Form 1065), an opinion of counsel that after review of materials prepared by the Company to comply with the requirements of Code Section 6222(e) and Section 1.6662-6(d) of the Regulations, given the applicable data and pricing methods, the Company reasonably concluded that the method applied for each of the various intercompany transactions described in such materials provides the most reliable measure of an arm’s length result under the best methods rule of Section 1.482-1(c) of the Regulations. (e) In the event that the Company’s tax returns are prepared by a certified public accounting firm, all determinations of the amounts of the Members’ Tax Liability Distributions pursuant to Section 5.1.1 shall thereafter be made on a basis consistent with the treatment of particular items or types of transactions taken on the Company’s returns as so prepared (to the extent positions have been taken with respect to particular items or types of transactions) unless (i) a change in applicable tax law renders such treatment no longer proper, (ii) the Company receives advice from such certified public accounting firm or outside tax counsel (not including persons employed by the Tax Matters Partner) that another treatment should be followed, or (iii) the Members mutually agree otherwise. If any of the conditions described in clauses (i), (ii) or (iii) of the preceding sentence applies, Tax Liability Distributions shall be calculated consistently with the expected tax treatment of such items based on such change in law, professional advice or mutual agreement. (f) The provisions of this Section 13.6 shall survive the termination or dissolution of the Company and shall remain binding on the Members for such period of time as is necessary to resolve any and all matters regarding the Tax treatment of the Company and Tax items attributable to the Company.

Tax Matters Partner. (a) The Manager Taxable Investor Fund shall be designated on the CompanyFund’s annual federal Federal income tax return, and have full powers and responsibilities, as the initial Tax Matters Partner of the Company Fund for purposes of Section 6231(a)(7) of the Code. In the event that the Manager cannot act as Taxable Investor Fund is no a Member, the Board shall designate a Member to be Tax Matters Partner, another Member shall be so designatedPartner in accordance with the procedures of Section 3.3 herein. Should any Member other than (including the Manager Taxable Investor Fund) be designated as the Tax Matters Partner for the Company Fund pursuant to Section 6231(a)(7231(a)(7) of the Code, it shall, and each Member hereby does, to the fullest extent permitted by law, delegate to a Manager selected by the Manager Board all of its rights, powers powers, and authority to act as such Tax Matters Partner and hereby constitutes and appoints the such Manager as its true and lawful attorney-in-fact, with power to act in its name and on its behalf, including i ncluding the power to act through such agents or attorneys as it shall elect or appoint, to receive notices, to make, execute and deliver, swear to, acknowledge acknowledge, and file any and all reports, responses responses, and notices, and to do any and all things required or advisable, in the Manager’s judgment, to be done by such a Tax Matters Partner. Any Member designated as the Tax Matters Partner for the Company Fund under Section 6231(a)(7) of the Code shall be indemnified and held harmless by the Company Fund from any and all liabilities and obligations that arise from or by reason of such designation. (b) Each person Person (for purposes of this Section 8.14(b)8.14, called a “Pass-Thru PartnerMember”) that holds or controls an interest as a Member Units on behalf of, or for the benefit of, another person Person or personsPersons, or which Pass-Thru Partner Member is beneficially owned (directly or indirectly) by another person Person or personsPersons, shall, within 30 days following receipt from the Tax Matters Partner of any notice, demand, request for information or similar document, convey such notice notice, demand, request or other document in writing to all holders of beneficial interests in the Company Fund holding such interests through such Pass-Thru PartnerMember. In the event the Company Fund shall be the subject of an income tax audit by any federalFederal, state state, or local authority, to the extent the Company Fund is treated as an entity for purposes of such audit, including administrative settlement and judicial review, the Tax Matters Partner shall be authorized to act for, and its decision shall sha ll be final and binding upon, the Company Fund and each Member thereof. All expenses incurred by the Company or the Tax Matters Partner in connection with any such audit, investigation, settlement settlement, or review shall be borne by the CompanyFund.

Tax Matters Partner. (a) The Manager ASGI shall be designated on the CompanyFund’s annual federal Federal income tax return, and have full powers and responsibilities, as the initial Tax Matters Partner of the Company Fund for purposes of Section 6231(a)(7) of the Code. In the event that ASGI is no longer a Member, the Manager cannot act as Board shall designate a Member to be Tax Matters Partner, another Member shall be so designatedPartner in accordance with the procedures of Section 3.3 herein. Should any Member other than the Manager (including ASGI) be designated as the Tax Matters Partner for the Company Fund pursuant to Section 6231(a)(7) of the Code, it shall, and each Member hereby does, to the fullest extent permitted by law, delegate to a Manager selected by the Manager Board all of its rights, powers powers, and authority to act as such Tax Matters Partner and hereby constitutes and appoints the such Manager as its true and lawful attorney-in-fact, with power to act in its name and on its behalf, including the power to act through such agents or attorneys as it shall elect or appoint, to receive notices, to make, execute and deliver, swear to, acknowledge acknowledge, and file any and all reports, responses responses, and notices, and to do any and all things required or advisable, in the Manager’s judgment, to be done by such a Tax Matters Partner. Any Member designated as the Tax Matters Partner for the Company Fund under Section 6231(a)(7) of the Code shall be indemnified and held harmless by the Company Fund from any and all liabilities and obligations that arise from or by reason of such designation. (b) Each person Person (for purposes of this Section 8.14(b)8.14, called a “Pass-Thru PartnerMember”) that holds or controls an interest as a Member Interests on behalf of, or for the benefit of, another person Person or personsPersons, or which Pass-Thru Partner Member is beneficially owned (directly or indirectly) by another person Person or personsPersons, shall, within 30 days following receipt from the Tax Matters Partner of any notice, demand, request for information or similar document, convey such notice notice, demand, request or other document in writing to all holders of beneficial interests in the Company Fund holding such interests through such Pass-Thru PartnerMember. In the event the Company Fund shall be the subject of an income tax audit by any federalFederal, state state, or local authority, to the extent the Company Fund is treated as an entity for purposes of such audit, including administrative settlement and judicial review, the Tax Matters Partner shall be authorized to act for, and its decision shall be final and binding upon, the Company Fund and each Member thereof. All expenses incurred by the Company or the Tax Matters Partner in connection with any such audit, investigation, settlement settlement, or review shall be borne by the CompanyFund.

Tax Matters Partner. (a) The A Manager who is a Member shall be designated on the Company’s 's annual federal Federal income tax return, and have full powers and responsibilities, as the Tax Matters Partner of the Company for purposes of Section 6231(a)(7) of the Code. In the event the that no Manager cannot act as Tax Matters Partneris a Member, another a Member shall be so designated. Should any Member other than the Manager be designated as the Tax Matters Partner for the Company pursuant to Section 6231(a)(7) of the Code, it shall, and each Member hereby does, to the fullest extent permitted by law, delegate to a Manager selected by the Manager Board of Managers all of its rights, powers and authority to act as such Tax Matters Partner and hereby constitutes and appoints the such Manager as its true and lawful attorney-in-fact, with power to act in its name and on its behalf, including the power to act through such agents or attorneys as it shall elect or appoint, to receive notices, to make, execute and deliver, swear to, acknowledge and file any and all reports, responses and notices, and to do any and all things required or advisable, in the Manager’s 's judgment, to be done by such a Tax Matters Partner. Any Member designated as the Tax Matters Partner for the Company under Section 6231(a)(7) of the Code shall be indemnified and held harmless by the Company from any and all liabilities and obligations that arise from or by reason of such designation. (b) Each person (for purposes of this Section 8.14(b)8.15, called a “"Pass-Thru Partner”") that holds or controls an interest as a Member on behalf of, or for the benefit of, another person or persons, or which Pass-Thru Partner is beneficially owned (directly or indirectly) by another person or persons, shall, within 30 days following receipt from the Tax Matters Partner of any notice, demand, request for information or similar document, convey such notice or other document in writing to all holders of beneficial interests in the Company holding such interests through such Pass-Thru Partner. In the event the Company shall be the subject of an income tax audit by any federalFederal, state or local authority, to the extent the Company is treated as an entity for purposes of such audit, including administrative settlement and judicial review, the Tax Matters Partner shall be authorized to act for, and its decision shall be final and binding upon, the Company and each Member thereof. All expenses incurred by the Company or the Tax Matters Partner in connection with any such audit, investigation, settlement or review shall be borne by the Company.

Tax Matters Partner. (a) The A Manager who is a Member shall be designated on the Company’s 's annual federal Federal income tax return, and have full powers and responsibilities, as the Tax Matters Partner of the Company for purposes of Section 6231(a)(7) of the Code. In the event the that no Manager cannot act as Tax Matters Partneris a Member, another a Member shall be so designated. Should any Member other than the Manager be designated as the Tax Matters Partner for the Company pursuant to Section 6231(a)(7) of the Code, it shall, and each Member hereby does, to the fullest extent permitted by law, delegate to a Manager selected by the Manager Board of Managers all of its rights, powers and authority to act as such Tax Matters Partner and hereby constitutes and appoints the such Manager as its true and lawful attorney-in-fact, with power to act in its name and on its behalf, including the power to act through such agents or attorneys as it shall elect or appoint, to receive notices, to make, execute and deliver, swear to, acknowledge and file any and all reports, responses and notices, notices and to do any and all things required or advisable, in the Manager’s 's judgment, to be done by such a Tax Matters Partner. Any Member designated as the Tax Matters Partner for the Company under Section 6231(a)(7) of the Code shall be indemnified and held harmless by the Company from any and all liabilities and obligations that arise from or by reason of such designation. (b) Each person (for purposes of this Section 8.14(b)8.15, called a “"Pass-Thru Partner”") that holds or controls an interest as a Member on behalf of, or for the benefit of, another person or persons, or which Pass-Thru Partner is beneficially owned (directly or indirectly) by another person or persons, shall, within 30 days following receipt from the Tax Matters Partner of any notice, demand, request for information or similar document, convey such notice or other document in writing to all holders of beneficial interests in the Company holding such interests through such Pass-Thru Partner. In the event the Company shall be the subject of an income tax audit by any federalFederal, state or local authority, to the extent the Company is treated as an entity for purposes of such audit, including administrative settlement and judicial review, the Tax Matters Partner shall be authorized to act for, and its decision shall be final and binding upon, the Company and each Member thereof. All expenses incurred by the Company or the Tax Matters Partner in connection with any such audit, investigation, settlement or review shall be borne by the Company.

Tax Matters Partner. (a) The A Manager who is a Member shall be designated on the Portfolio Company’s 's annual federal Federal income tax return, and have full powers and responsibilities, as the Tax Matters Partner of the Portfolio Company for purposes of Section 6231(a)(7) of the Code. Frank C. Meyer shall be the initial Tax Matters Partner of the Poxxxxxxx Xxxxxxy. In the event the that no Manager cannot act as Tax Matters Partneris a Member, another a Member shall be so designated. Should any Member other than the Manager be designated as the Tax Matters Partner for the Portfolio Company pursuant to Section 6231(a)(7) of the Code, it shall, and each Member hereby does, to the fullest extent permitted by law, delegate to a Manager selected by the Manager Board all of its rights, powers powers, and authority to act as such Tax Matters Partner and hereby constitutes and appoints the such Manager as its true and lawful attorney-in-fact, with power to act in its name and on its behalf, including the power to act through such agents or attorneys as it shall elect or appoint, to receive notices, to make, execute and deliver, swear to, acknowledge acknowledge, and file any and all reports, responses responses, and notices, and to do any and all things required or advisable, in the Manager’s 's judgment, to be done by such a Tax Matters Partner. Any Member designated as the Tax Matters Partner for the Portfolio Company under Section 6231(a)(7) of the Code shall be indemnified and held harmless by the Portfolio Company from any and all liabilities and obligations that arise from or by reason of such designation. (b) Each person (for purposes of this Section 8.14(b)8.15, called a “"Pass-Thru Partner”Member") that holds or controls an interest as a Member on behalf of, or for the benefit of, another person or persons, or which Pass-Thru Partner Member is beneficially owned (directly or indirectly) by another person or persons, shall, within 30 days following receipt from the Tax Matters Partner of any notice, demand, request for information or similar document, convey such notice or other document in writing to all holders of beneficial interests in the Portfolio Company holding such interests through such Pass-Thru PartnerMember. In the event the Portfolio Company shall be the subject of an income tax audit by any federalFederal, state state, or local authority, to the extent the Portfolio Company is treated as an entity for purposes of such audit, including administrative settlement and judicial review, the Tax Matters Partner shall be authorized to act for, and its decision shall be final and binding upon, the Portfolio Company and each Member thereof. All expenses incurred by the Company or the Tax Matters Partner in connection with any such audit, investigation, settlement settlement, or review shall be borne by the Portfolio Company.

Tax Matters Partner. (a) The Manager Company shall be designated designate on the Company’s annual federal Federal income tax returnreturn the Member who shall be, and have full powers and responsibilitiesresponsibilities of, as the Tax Matters Partner of the Company for purposes of Section 6231(a)(7) of the Code. In the event the that no Manager cannot act as Tax Matters Partneris a Member, another a Member shall be so designated. Should any Member other than the Manager be designated as the Tax Matters Partner for the Company pursuant to Section 6231(a)(7) of the Code, it shall, and each Member hereby does, to the fullest extent permitted by law, delegate to a Manager selected by the Manager Board of Managers all of its rights, powers and authority to act as such Tax Matters Partner and hereby constitutes and appoints the such Manager as its true and lawful attorney-in-fact, with power to act in its name and on its behalf, including the power to act through such agents or attorneys as it shall elect or appoint, to receive notices, to make, execute and deliver, swear to, acknowledge and file any and all reports, responses and notices, notices and to do any and all things required or advisable, in the Manager’s judgment, to be done by such a Tax Matters Partner. Any Member designated as the Tax Matters Partner for the Company under Section 6231(a)(7) of the Code shall be indemnified and held harmless by the Company from any and all liabilities and obligations that arise from or by reason of such designation. (b) Each person (for purposes of this Section 8.14(b)8.14, called a “Pass-Thru Partner”) that holds or controls an interest as a Member on behalf of, or for the benefit of, another person or persons, or which Pass-Thru Partner is beneficially owned (directly or indirectly) by another person or persons, shall, within 30 days following receipt from the Tax Matters Partner of any notice, demand, request for information or similar document, convey such notice or other document in writing to all holders of beneficial interests in the Company Interests holding such interests through such Pass-Thru Partner. In the event the Company shall be the subject of an income tax audit by any federalFederal, state or local authority, to the extent the Company is treated as an entity for purposes of such audit, including administrative settlement and judicial review, the Tax Matters Partner shall be authorized to act for, and its decision shall be final and binding upon, the Company and each Member thereof. All expenses incurred by the Company or the Tax Matters Partner in connection with any such audit, investigation, settlement or review shall be borne by the Company.

Tax Matters Partner. (a) The A Manager who is a Member shall be designated on the Company’s 's annual federal Federal income tax return, and have full powers and responsibilities, as the Tax Matters Partner of the Company for purposes of Section 6231(a)(7) of the Code. In the event the that no Manager cannot act as Tax Matters Partneris a Member, another a Member shall be so designated. Should any Member other than the Manager be designated as the Tax Matters Partner for the Company pursuant to Section 6231(a)(7) of the Code, it shall, and each Member hereby does, to the fullest extent permitted by law, delegate to a Manager selected by the Manager Board of Managers all of its rights, powers and authority to act as such Tax Matters Partner -39- 44 and hereby constitutes and appoints the such Manager as its true and lawful attorney-in-fact, with power to act in its name and on its behalf, including the power to act through such agents or attorneys as it shall elect or appoint, to receive notices, to make, execute and deliver, swear to, acknowledge and file any and all reports, responses and notices, notices and to do any and all things required or advisable, in the Manager’s 's judgment, to be done by such a Tax Matters Partner. Any Member designated as the Tax Matters Partner for the Company under Section 6231(a)(7) of the Code shall be indemnified and held harmless by the Company from any and all liabilities and obligations that arise from or by reason of such designation. (b) Each person (for purposes of this Section 8.14(b)8.15, called a “"Pass-Thru Partner”") that holds or controls an interest as a Member on behalf of, or for the benefit of, another person or persons, or which Pass-Thru Partner is beneficially owned (directly or indirectly) by another person or persons, shall, within 30 days following receipt from the Tax Matters Partner of any notice, demand, request for information or similar document, convey such notice or other document in writing to all holders of beneficial interests in the Company holding such interests through such Pass-Thru Partner. In the event the Company shall be the subject of an income tax audit by any federalFederal, state or local authority, to the extent the Company is treated as an entity for purposes of such audit, including administrative settlement and judicial review, the Tax Matters Partner shall be authorized to act for, and its decision shall be final and binding upon, the Company and each Member thereof. All expenses incurred by the Company or the Tax Matters Partner in connection with any such audit, investigation, settlement or review shall be borne by the Company.

Tax Matters Partner. (a) The Manager shall be designated on the CompanyPortfolio’s annual federal income tax return, and have full powers and responsibilities, as the Tax Matters Partner of the Company Portfolio for purposes of Section 6231(a)(7) of the Code. In the event the Manager cannot act as Tax Matters Partner, another Member shall be so designated. Should any Member other than the Manager be designated as the Tax Matters Partner for the Company Portfolio pursuant to Section 6231(a)(7) of the Code, it shall, and each Member hereby does, to the fullest extent permitted by law, delegate to the Manager all of its rights, powers and authority to act as such Tax Matters Partner and hereby constitutes and appoints the Manager as its true and lawful attorney-in-fact, with power to act in its name and on its behalf, including the power to act through such agents or attorneys as it shall elect or appoint, to receive notices, to make, execute and deliver, swear to, acknowledge and file any and all reports, responses and notices, and to do any and all things required or advisable, in the Manager’s judgment, to be done by such a Tax Matters Partner. Any Member designated as the Tax Matters Partner for the Company Portfolio under Section 6231(a)(7) of the Code shall be indemnified and held harmless by the Company Portfolio from any and all liabilities and obligations that arise from or by reason of such designation. (b) Each person (for purposes of this Section 8.14(b), called a “Pass-Thru Partner”) that holds or controls an interest as a Member on behalf of, or for the benefit of, another person or persons, or which Pass-Thru Partner is beneficially owned (directly or indirectly) by another person or persons, shall, within 30 days following receipt from the Tax Matters Partner of any notice, demand, request for information or similar document, convey such notice or other document in writing to all holders of beneficial interests in the Company Portfolio holding such interests through such Pass-Thru Partner. In the event the Company Portfolio shall be the subject of an income tax audit by any federal, state or local authority, to the extent the Company Portfolio is treated as an entity for purposes of such audit, including administrative settlement and judicial review, the Tax Matters Partner shall be authorized to act for, and its decision shall be final and binding upon, the Company Portfolio and each Member thereof. All expenses incurred by the Company Portfolio or the Tax Matters Partner in connection with any such audit, investigation, settlement or review shall be borne by the CompanyPortfolio.

Tax Matters Partner. (a) The Manager General Partner shall be designated on the Company’s Fund's annual federal Federal income tax return, and have full powers and responsibilities, as the Tax Matters Partner of the Company Fund for purposes of Section 6231(a)(7) of the Code. In the event the Manager cannot act as Tax Matters Partner, another Member shall be so designated. Should any Member other than the Manager Partner be designated as the Tax Matters Partner for the Company Fund pursuant to Section 6231(a)(7) of the Code, it shall, and each Member Partner hereby does, to the fullest extent permitted by law, delegate to a Director selected by the Manager Board of Directors all of its rights, powers and authority to act as such Tax Matters Partner and hereby constitutes and appoints the Manager such Director as its true and lawful attorney-in-fact, with power to act in its name and on its behalf, including the power to act through such agents or attorneys as it shall elect or appoint, to receive notices, to make, execute and deliver, swear to, acknowledge and file any and all reports, responses and notices, notices and to do any and all things required or advisable, in the Manager’s Director's judgment, to be done by such a Tax Matters Partner. Any Member Partner designated as the Tax Matters Partner for the Company Fund under Section 6231(a)(7) of the Code shall be indemnified and held harmless by the Company Fund from any and all liabilities and obligations that arise from or by reason of such designation. (b) Each person (for purposes of this Section 8.14(b)8.15, called a “"Pass-Thru Partner”") that holds or controls an interest as a Member Partner on behalf of, or for the benefit of, another person or persons, or which Pass-Thru Partner is beneficially owned (directly or indirectly) by another person or persons, shall, within 30 days following receipt from the Tax Matters Partner of any notice, demand, request for information or similar document, convey such notice or other document in writing to all holders of beneficial interests in the Company Fund holding such interests through such Pass-Thru Partner. In the event the Company Fund shall be the subject of an income tax audit by any federalFederal, state or local authority, to the extent the Company Fund is treated as an entity for purposes of such audit, including administrative settlement and judicial review, the Tax Matters Partner shall be authorized to act for, and its decision shall be final and binding upon, the Company Fund and each Member Partner thereof. All expenses incurred by the Company or the Tax Matters Partner in connection with any such audit, investigation, settlement or review shall be borne by the CompanyFund.

Tax Matters Partner. (a) The Manager CRS shall be designated on the Company’s annual federal income tax return, and have full powers and responsibilities, serve as the Tax Matters Partner of the Company for purposes of Section 6231(a)(7tax matters partner (subject to replacement) of the Code. In the event the Manager cannot act as Tax Matters Partner, another Member shall be so designated. Should any Member other than the Manager be designated as the Tax Matters Partner for the Company and when required pursuant to Section 6231(a)(7) of the Code, it shallCode (the “Tax Matters Partner”), and each Member hereby doessuch Tax Matters Partner shall also be the “notice partner” within the meaning of Section 6223 of the Code. The Tax Matters Partner may, in its sole discretion (but subject to the express provisions of this Agreement), make or revoke any election under the Code or the Treasury Regulations issued thereunder (including for this purpose any new or amended Treasury Regulations issued after the Formation Date). The Tax Matters Partner is authorized to represent the Company before the Internal Revenue Service and any other governmental agency with jurisdiction, and to sign such consents and to enter into settlements and other agreements with such agencies as the Members deem necessary or advisable. Promptly following the written request of the Tax Matters Partner, the Company shall, to the fullest extent permitted by law, delegate to the Manager all of its rights, powers reimburse and authority to act as such Tax Matters Partner and hereby constitutes and appoints the Manager as its true and lawful attorney-in-fact, with power to act in its name and on its behalf, including the power to act through such agents or attorneys as it shall elect or appoint, to receive notices, to make, execute and deliver, swear to, acknowledge and file any and all reports, responses and notices, and to do any and all things required or advisable, in the Manager’s judgment, to be done by such a Tax Matters Partner. Any Member designated as indemnify the Tax Matters Partner for the Company under Section 6231(a)(7) of the Code shall be indemnified and held harmless by the Company from any and all liabilities and obligations that arise from or by reason of such designation. (b) Each person (for purposes of this Section 8.14(b), called a “Pass-Thru Partner”) that holds or controls an interest as a Member on behalf of, or for the benefit of, another person or persons, or which Pass-Thru Partner is beneficially owned (directly or indirectly) by another person or persons, shall, within 30 days following receipt from the Tax Matters Partner of any notice, demand, request for information or similar document, convey such notice or other document in writing to all holders of beneficial interests in the Company holding such interests through such Pass-Thru Partner. In the event the Company shall be the subject of an income tax audit by any federal, state or local authority, to the extent the Company is treated as an entity for purposes of such auditreasonable expenses, including administrative settlement reasonable legal and judicial reviewaccounting fees, the Tax Matters Partner shall be authorized to act forclaims, liabilities, losses and its decision shall be final and binding upon, the Company and each Member thereof. All expenses damages incurred by the Company or the Tax Matters Partner in connection with any such audit, investigation, settlement administrative or review shall be borne by judicial proceeding (i) with respect to the tax liability of the Company and/or (ii) with respect to the tax liability of the Members in connection with the operations of the Company, subject, however, to the provisions of Section 10.6. The provisions of this Section 8.2 shall survive the termination of the Company or the termination of any Member’s interest in the Company and shall remain binding on the Members for as long a period of time as is necessary to resolve with the Internal Revenue Service any and all matters regarding the Federal income taxation of the Company or the Members.

Tax Matters Partner. (a) The Manager shall be designated on the Company’s Portfolio's annual federal income tax return, and have full powers and responsibilities, as the Tax Matters Partner of the Company Portfolio for purposes of Section 6231(a)(7) of the Code. In the event the Manager cannot act as Tax Matters Partner, another Member shall be so designated. Should any Member other than the Manager be designated as the Tax Matters Partner for the Company Portfolio pursuant to Section 6231(a)(7) of the Code, it shall, and each Member hereby does, to the fullest extent permitted by law, delegate to the Manager all of its rights, powers and authority to act as such Tax Matters Partner and hereby constitutes and appoints the Manager as its true and lawful attorney-in-fact, with power to act in its name and on its behalf, including the power to act through such agents or attorneys as it shall elect or appoint, to receive notices, to make, execute and deliver, swear to, acknowledge and file any and all reports, responses and notices, and to do any and all things required or advisable, in the Manager’s 's judgment, to be done by such a Tax Matters Partner. Any Member designated as the Tax Matters Partner for the Company Portfolio under Section 6231(a)(7) of the Code shall be indemnified and held harmless by the Company Portfolio from any and all liabilities and obligations that arise from or by reason of such designation. (b) Each person (for purposes of this Section 8.14(b), called a “"Pass-Thru Partner”") that holds or controls an interest as a Member on behalf of, or for the benefit of, another person or persons, or which Pass-Thru Partner is beneficially owned (directly or indirectly) by another person or persons, shall, within 30 days following receipt from the Tax Matters Partner of any notice, demand, request for information or similar document, convey such notice or other document in writing to all holders of beneficial interests in the Company Portfolio holding such interests through such Pass-Thru Partner. In the event the Company Portfolio shall be the subject of an income tax audit by any federal, state or local authority, to the extent the Company Portfolio is treated as an entity for purposes of such audit, including administrative settlement and judicial review, the Tax Matters Partner shall be authorized to act for, and its decision shall be final and binding upon, the Company Portfolio and each Member thereof. All expenses incurred by the Company Portfolio or the Tax Matters Partner in connection with any such audit, investigation, settlement or review shall be borne by the CompanyPortfolio.

Tax Matters Partner. (a) The Manager A Director who is a Member shall be designated on the Company’s annual federal Federal income tax return, and have full powers and responsibilities, as the Tax Matters Partner of the Company for purposes of Section 6231(a)(7) of the Code. In the event the Manager cannot act as Tax Matters Partnerthat no Director is a Member, another a Member shall be so designated. Should any Member other than the Manager be designated as the Tax Matters Partner for the Company pursuant to Section 6231(a)(7) of the Code, it shall, and each Member hereby does, to the fullest extent permitted by law, delegate to a Director selected by the Manager Board of Directors all of its rights, powers and authority to act as such Tax Matters Partner and hereby constitutes and appoints the Manager such Director as its true and lawful attorney-in-fact, with power to act in its name and on its behalf, including the power to act through such agents or attorneys as it shall elect or appoint, to receive notices, to make, execute and deliver, swear to, acknowledge and file any and all reports, responses and notices, notices and to do any and all things required or advisable, in the ManagerDirector’s judgment, to be done by such a Tax Matters Partner. Any Member designated as the Tax Matters Partner for the Company under Section 6231(a)(7) of the Code shall be indemnified and held harmless by the Company from any and all liabilities and obligations that arise from or by reason of such designation. (b) Each person (for purposes of this Section 8.14(b)8.15, called a “Pass-Thru PartnerMember”) that holds or controls an interest as a Member on behalf of, or for the benefit of, another person or persons, or which Pass-Thru Partner Member is beneficially owned (directly or indirectly) by another person or persons, shall, within 30 days following receipt from the Tax Matters Partner of any notice, demand, request for information or similar document, convey such notice or other document in writing to all holders of beneficial interests in the Company holding such interests through such Pass-Thru PartnerMember. In the event the Company shall be the subject of an income tax audit by any federalFederal, state or local authority, to the extent the Company is treated as an entity for purposes of such audit, including administrative settlement and judicial review, the Tax Matters Partner shall be authorized to act for, and its decision shall be final and binding upon, the Company and each Member thereof. All expenses incurred by the Company or the Tax Matters Partner in connection with any such audit, investigation, settlement or review shall be borne by the Company.

Tax Matters Partner. (a) The A Manager who is a Member shall be designated on the Company’s annual federal Federal income tax return, and have full powers and responsibilities, as the Tax Matters Partner of the Company for purposes of Section 6231(a)(7) of the Code. In the event the that no Manager cannot act as Tax Matters Partneris a Member, another a Member shall be so designated. Should any Member other than the Manager be designated as the Tax Matters Partner for the Company pursuant to Section 6231(a)(7) of the Code, it shall, and each Member hereby does, to the fullest extent permitted by law, delegate to a Manager selected by the Manager Board of Managers all of its rights, powers and authority to act as such Tax Matters Partner and hereby constitutes and appoints the such Manager as its true and lawful attorney-in-fact, with power to act in its name and on its behalf, including the power to act through such agents or attorneys as it shall elect or appoint, to receive notices, to make, execute and deliver, swear to, acknowledge and file any and all reports, responses and notices, notices and to do any and all things required or advisable, in the Manager’s judgment, to be done by such a Tax Matters Partner. Any Member designated as the Tax Matters Partner for the Company under Section 6231(a)(7) of the Code shall be indemnified and held harmless by the Company from any and all liabilities and obligations that arise from or by reason of such designation. (b) Each person (for purposes of this Section 8.14(b)8.15, called a “Pass-Thru PartnerMember”) that holds or controls an interest as a Member on behalf of, or for the benefit of, another person or persons, or which Pass-Thru Partner Member is beneficially owned (directly or indirectly) by another person or persons, shall, within 30 days following receipt from the Tax Matters Partner of any notice, demand, request for information or similar document, convey such notice or other document in writing to all holders of beneficial interests in the Company holding such interests through such Pass-Thru PartnerMember. In the event the Company shall be the subject of an income tax audit by any federalFederal, state or local authority, to the extent the Company is treated as an entity for purposes of such audit, including administrative settlement and judicial review, the Tax Matters Partner shall be authorized to act for, and its decision shall be final and binding upon, the Company and each Member thereof. All expenses incurred by the Company or the Tax Matters Partner in connection with any such audit, investigation, settlement or review shall be borne by the Company.

Tax Matters Partner. (a) The Manager shall be designated on the Company’s annual federal income tax return, and have full powers and responsibilities, as the Tax Matters Partner of the Company for purposes of Section 6231(a)(7) of the Code. In the event the Manager cannot act as Tax Matters Partner, another Member shall be so designated. Should any Member other than the Manager be designated as the Tax Matters Partner for the Company pursuant to Section 6231(a)(7) of the Code, it shall, and each Member hereby does, to the fullest extent permitted by law, delegate to the Manager all of its rights, powers and authority to act as such Tax Matters Partner and hereby constitutes and appoints the Manager as its true and lawful attorney-in-fact, with power to act in its name and on its behalf, including the power to act through such agents or attorneys as it shall elect or appoint, to receive notices, to make, execute and deliver, swear to, acknowledge and file any and all reports, responses and notices, and to do any and all things required or advisable, in the Manager’s judgment, to be done by such a Tax Matters Partner. .Any Member designated as the Tax Matters Partner for the Company under Section 6231(a)(7) of the Code shall be indemnified and held harmless by the Company from any and all liabilities and obligations that arise from or by reason of such designation. (b) Each person (for purposes of this Section 8.14(b), called a “Pass-Thru Partner”) that holds or controls an interest as a Member on behalf of, or for the benefit of, another person or persons, or which Pass-Thru Partner is beneficially owned (directly or indirectly) by another person or persons, shall, within 30 days following receipt from the Tax Matters Partner of any notice, demand, request for information or similar document, convey such notice or other document in writing to all holders of beneficial interests in the Company holding such interests through such Pass-Thru Partner. In the event the Company shall be the subject of an income tax audit by any federal, state or local authority, to the extent the Company is treated as an entity for purposes of such audit, including administrative settlement and judicial review, the Tax Matters Partner shall be authorized to act for, and its decision shall be final and binding upon, the Company and each Member thereof. All expenses incurred by the Company or the Tax Matters Partner in connection with any such audit, investigation, settlement or review shall be borne by the Company.

Tax Matters Partner. (a) The A Manager who is a Member shall be designated on the Company’s Master Fund's annual federal Federal income tax return, and have full powers and responsibilities, as the Tax Matters Partner of the Company Master Fund for purposes of Section 6231(a)(7) of the Code. In the event the that no Manager cannot act as Tax Matters Partneris a Member, another a Member shall be so designated. Should any Member other than the Manager be designated as the Tax Matters Partner for the Company Master Fund pursuant to Section 6231(a)(7) of the Code, it shall, and each Member hereby does, to the fullest extent permitted by law, delegate to a Manager selected by the Manager Board of Managers all of its rights, powers and authority to act as such Tax Matters Partner and hereby constitutes and appoints the such Manager as its true and lawful attorney-in-fact, with power to act in its name and on its behalf, including the power to act through such agents or attorneys as it shall elect or appoint, to receive notices, to make, execute and deliver, swear to, acknowledge and file any and all reports, responses and notices, notices and to do any and all things required or advisable, in the Manager’s 's judgment, to be done by such a Tax Matters Partner. Any Member designated as the Tax Matters Partner for the Company Master Fund under Section 6231(a)(7) of the Code shall be indemnified and held harmless by the Company Master Fund from any and all liabilities and obligations that arise from or by reason of such designation. (b) Each person (for purposes of this Section 8.14(b)8.15, called a “"Pass-Thru Partner”Member") that holds or controls an interest as a Member on behalf of, or for the benefit of, another person or persons, or which Pass-Thru Partner Member is beneficially owned (directly or indirectly) by another person or persons, shall, within 30 days following receipt from the Tax Matters Partner of any notice, demand, request for information or similar document, convey such notice or other document in writing to all holders of beneficial interests in the Company Master Fund holding such interests through such Pass-Thru PartnerMember. In the event the Company Master Fund shall be the subject of an income tax audit by any federalFederal, state or local authority, to the extent the Company Master Fund is treated as an entity for purposes of such audit, including administrative settlement and judicial review, the Tax Matters Partner shall be authorized to act for, and its decision shall be final and binding upon, the Company Master Fund and each Member thereof. All expenses incurred by the Company or the Tax Matters Partner in connection with any such audit, investigation, settlement or review shall be borne by the CompanyMaster Fund.

Tax Matters Partner. (a) The A Manager who is a Member shall be designated on the Company’s Fund's annual federal Federal income tax return, and have full powers and responsibilities, as the Tax Matters Partner of the Company Fund for purposes of Section 6231(a)(7) of the Code. Marwood shall be the initial Tax Matters Partner of the Fund. In the event that no Manager is a Member, the Manager cannot act as Members shall designate a Member to be Tax Matters Partner, another Member shall be so designatedPartner in accordance with the procedures of Section 3.3 herein. Should any Member other than the Manager be designated as the Tax Matters Partner for the Company Fund pursuant to Section 6231(a)(7231(a)(7) of the Code, it shall, and each Member hereby does, to the fullest extent permitted by law, delegate to a Manager selected by the Manager Board all of its rights, powers powers, and authority to act as such Tax Matters Partner and hereby constitutes and appoints the such Manager as its true and lawful attorney-in-fact, with power to act in its name and on its behalf, including the power to act through such agents or attorneys as it shall elect or appoint, to receive notices, to make, execute and deliver, swear to, acknowledge acknowledge, and file any and all reports, responses responses, and notices, and to do any and all things required or advisable, in the Manager’s 's judgment, to be done by such a Tax Matters Partner. Any Member designated as the Tax Matters Partner for the Company Fund under Section 6231(a)(7) of the Code shall be indemnified and held harmless by the Company Fund from any and all liabilities and obligations that arise from or by reason of such designation. (b) Each person (for purposes of this Section 8.14(b)8.15, called a “"Pass-Thru Partner”Member") that holds or controls an interest as a Member Units on behalf of, or for the benefit of, another person or persons, or which Pass-Thru Partner Member is beneficially owned (directly or indirectly) by another person or persons, shall, within 30 days following receipt from the Tax Matters Partner of any notice, demand, request for information or similar document, convey such notice notice, demand, request or other document in writing to all holders of beneficial interests in the Company Fund holding such interests through such Pass-Thru PartnerMember. In the event the Company Fund shall be the subject of an income tax audit by any federalFederal, state state, or local authority, to the extent the Company Fund is treated as an entity for purposes of such audit, including administrative settlement and judicial review, the Tax Matters Partner shall be authorized to act for, and its decision shall be final and binding upon, the Company Fund and each Member thereof. All expenses incurred by the Company or the Tax Matters Partner in connection with any such audit, investigation, settlement settlement, or review shall be borne by the CompanyFund.

Tax Matters Partner. (a) The A Manager who is a Member shall be designated on the Company’s 's annual federal Federal income tax return, and have full powers and responsibilities, as the Tax Matters Partner of the Company for purposes of Section 6231(a)(7) of the Code. In the event the that no Manager cannot act as Tax Matters Partneris a Member, another a Member shall be so designated. Should any Member other than the Manager be designated as the Tax Matters Partner for the Company pursuant to Section 6231(a)(7) of the Code, it shall, and each Member hereby does, to the fullest extent permitted by law, delegate to a Manager selected by the Manager Board of Managers all of its rights, powers and authority to act as such Tax Matters Partner and hereby constitutes and appoints the such Manager as its true and lawful attorney-in-fact, with power to act in its name and on its behalf, including the power to act through such agents or attorneys as it shall elect or appoint, to receive notices, to make, execute and deliver, swear to, acknowledge and file any and all reports, responses and notices, notices and to do any and all things required or advisable, in the Manager’s 's judgment, to be done by such a Tax Matters Partner. Any Member designated as the Tax Matters Partner for the Company under Section 6231(a)(7) of the Code shall be indemnified and held harmless by the Company from any and all liabilities and obligations that arise from or by reason of such designation. (b) Each person (for purposes of this Section 8.14(b)8.15, called a “"Pass-Thru Partner”Member") that holds or controls an interest as a Member on behalf of, or for the benefit of, another person or persons, or which Pass-Thru Partner Member is beneficially owned (directly or indirectly) by another person or persons, shall, within 30 days following receipt from the Tax Matters Partner of any notice, demand, request for information or similar document, convey such notice or other document in writing to all holders of beneficial interests in the Company holding such interests through such Pass-Thru PartnerMember. In the event the Company shall be the subject of an income tax audit by any federalFederal, state or local authority, to the extent the Company is treated as an entity for purposes of such audit, including administrative settlement and judicial review, 34 the Tax Matters Partner shall be authorized to act for, and its decision shall be final and binding upon, the Company and each Member thereof. All expenses incurred by the Company or the Tax Matters Partner in connection with any such audit, investigation, settlement or review shall be borne by the Company.

Tax Matters Partner. (a) The Manager shall be designated on the Company’s 's annual federal Federal income tax return, and have full powers and responsibilities, as the Tax Matters Partner of the Company for purposes of Section 6231(a)(7) of the Code. In the event the Manager cannot act as Tax Matters Partner, another Member shall be so designated. Should any Member other than the Manager be designated as the Tax Matters Partner for the Company pursuant to Section 6231(a)(7) of the Code, it shall, and each Member hereby does, to the fullest extent permitted by law, delegate to the Manager all of its rights, powers and authority to act as such Tax Matters Partner and hereby constitutes and appoints the Manager as its true and lawful attorney-in-fact, with power to act in its name and on its behalf, including the power to act through such agents or attorneys as it shall elect or appoint, to receive notices, to make, execute and deliver, swear to, acknowledge and file any and all reports, responses and notices, and to do any and all things required or advisable, in the Manager’s Managers's judgment, to be done by such a Tax Matters Partner. Any Member designated as the Tax Matters Partner for the Company under Section 6231(a)(7) of the Code shall be indemnified and held harmless by the Company from any and all liabilities and obligations that arise from or by reason of such designation. (b) Each person (for purposes of this Section 8.14(b), called a “"Pass-Thru Partner”") that holds or controls an interest as a Member on behalf of, or for the benefit of, another person or persons, or which Pass-Thru Partner is beneficially owned (directly or indirectly) by another person or persons, shall, within 30 days following receipt from the Tax Matters Partner of any notice, demand, request for information or similar document, convey such notice or other document in writing to all holders of beneficial interests in the Company holding such interests through such Pass-Thru Partner. In the event the Company shall be the subject of an income tax audit by any federalFederal, state or local authority, to the extent the Company is treated as an entity for purposes of such audit, including administrative settlement and judicial review, the Tax Matters Partner shall be authorized to act for, and its decision shall be final and binding upon, the Company and each Member thereof. All expenses incurred by the Company or the Tax Matters Partner in connection with any such audit, investigation, settlement or review shall be borne by the Company.

Tax Matters Partner. (a) The A Manager who is a Member shall be designated on by the Company’s annual federal income tax return, and have full powers and responsibilities, Board of Managers as the Tax Matters Partner of the Company Fund for purposes of Section 6231(a)(7) of the Code. In the event the that no Manager cannot act as Tax Matters Partneris a Member, another a Member shall be so designated. Should any Member other than the Manager be designated as the Tax Matters Partner for the Company Fund pursuant to Section 6231(a)(7) of the Code, it shall, and each Member hereby does, to the fullest extent permitted by law, delegate to a Manager selected by the Manager Board of Managers all of its rights, powers and authority to act as such Tax Matters Partner and hereby constitutes and appoints the such Manager as its true and lawful attorney-in-fact, with power to act in its name and on its behalf, including the power to act through such agents or attorneys as it shall elect or appoint, to receive notices, to make, execute and deliver, swear to, acknowledge and file any and all reports, responses and notices, notices and to do any and all things required or advisable, in the Manager’s 's judgment, to be done by such a Tax Matters Partner. Any Member designated as the Tax Matters Partner for the Company Fund under Section 6231(a)(7) of the Code shall be indemnified and held harmless by the Company Fund from any and all liabilities and obligations that arise from or by reason of such designation. (b) Each person (for purposes of this Section 8.14(b)8.15, called a “"Pass-Thru Partner”") that holds or controls an interest as a Member on behalf of, or for the benefit of, another person or persons, or which Pass-Thru Partner is beneficially owned (directly or indirectly) by another person or persons, shall, within 30 days following receipt from the Tax Matters Partner of any notice, demand, request for information or similar document, convey such notice or other document in writing to all holders of beneficial interests in the Company Interests holding such interests through such Pass-Thru Partner. In the event the Company Fund shall be the subject of an income tax audit by any federalFederal, state or local authority, to the extent the Company Fund is treated as an entity for purposes of such audit, including administrative settlement and judicial review, the Tax Matters Partner shall be authorized to act for, and its decision shall be final and binding upon, the Company Fund and each Member thereof. All expenses incurred by the Company or the Tax Matters Partner in connection with any such audit, investigation, settlement or review shall be borne by the CompanyFund.

Tax Matters Partner. (a) The Manager WFAAM shall be designated on the CompanyFund’s annual federal Federal income tax return, and have full powers and responsibilities, as the initial Tax Matters Partner of the Company Fund for purposes of Section 6231(a)(7) of the Code. In the event that WFAAM is no longer a Member, the Manager cannot act as Board shall designate a Member to be Tax Matters Partner, another Member shall be so designatedPartner in accordance with the procedures of Section 3.3 herein. Should any Member other than the Manager (including WFAAM) be designated as the Tax Matters Partner for the Company Fund pursuant to Section 6231(a)(7231(a)(7) of the Code, it shall, and each Member hereby does, to the fullest extent permitted by law, delegate to a Manager selected by the Manager Board all of its rights, powers powers, and authority to act as such Tax Matters Partner and hereby constitutes and appoints the such Manager as its true and lawful attorney-in-fact, with power to act in its name and on its behalf, including the power to act through such agents or attorneys as it shall elect or appoint, to receive notices, to make, execute and deliver, swear to, acknowledge acknowledge, and file any and all reports, responses responses, and notices, and to do any and all things required or advisable, in the Manager’s judgment, to be done by such a Tax Matters Partner. Any Member designated as the Tax Matters Partner for the Company Fund under Section 6231(a)(7) of the Code shall be indemnified and held harmless by the Company Fund from any and all liabilities and obligations that arise from or by reason of such designation. (b) Each person Person (for purposes of this Section 8.14(b)8.14, called a “Pass-Thru PartnerMember”) that holds or controls an interest as a Member Units on behalf of, or for the benefit of, another person Person or personsPersons, or which Pass-Thru Partner Member is beneficially owned (directly or indirectly) by another person Person or personsPersons, shall, within 30 days following receipt from the Tax Matters Partner of any notice, demand, request for information or similar document, convey such notice notice, demand, request or other document in writing to all holders of beneficial interests in the Company Fund holding such interests through such Pass-Thru PartnerMember. In the event the Company Fund shall be the subject of an income tax audit by any federalFederal, state state, or local authority, to the extent the Company Fund is treated as an entity for purposes of such audit, including administrative settlement and judicial review, the Tax Matters Partner shall be authorized to act for, and its decision shall be final and binding upon, the Company Fund and each Member thereof. All expenses incurred by the Company or the Tax Matters Partner in connection with any such audit, investigation, settlement settlement, or review shall be borne by the CompanyFund.