purposes of Code Section 6231(a)(7), each Series shall appoint a "Tax Matters Partner." If such Tax Matters Partner ceases to be a Limited Partner, the Tax Matters Partner shall be a Limited Partner appointed by the General Partner. Each Tax Matters Partner is specifically directed and authorized to take whate

tive with the Company and inconsistent with the overall goals and interest of the Company. Tax Conflicts. The Company will designate the Manager as the Tax Matters Member with responsibility for dealing with the Internal Revenue Service ("Service") in the negotiation of any settlement of disputed tax matters o

tive with the Company and inconsistent with the overall goals and interest of the Company. Tax Conflicts. The Company will designate the Manager as the Tax Matters Member with responsibility for dealing with the Internal Revenue Service ("Service") in the negotiation of any settlement of disputed tax matters o

Capital Accounts shall further be adjusted to conform to the Treasury Regulations under Section 704(b) of the Code as interpreted in good faith by the Tax Matters Member. (b) Before increasing or decreasing a Member's Capital Account (as described above) with respect to the contribution of any property by su

Capital Accounts shall further be adjusted to conform to the Treasury Regulations under Section 704(b) of the Code as interpreted in good faith by the Tax Matters Member. (b) Before increasing or decreasing a Member's Capital Account (as described above) with respect to the contribution of any property by su