Common use of Partnership Representative Clause in Contracts

Partnership Representative. The Members shall take all reasonable actions to avoid the application to the Company of the centralized partnership audit provisions of sections 6221 through 6241 of the Code, as amended by the Bipartisan Budget Act of 2015. If, however, such provisions are found to apply to the Company, a member of the Manager or another appointed individual shall act as the Partnership Representative for the purposes of IRS Code section 6221 through 6241. In the event the member of the Manager is no longer a Member in the Company, and no other individual has been appointed as the Partnership Representative, the Partnership Representative shall be the Majority Interest owner from amongst the Members. If the Majority Member is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests of the Members. The Partnership Representative shall be authorized and required to represent the Company with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings. The Partnership Representative shall have the sole authority to (1) sign consents, enter into settlement and other agreements with such authorities with respect to any such examinations or proceedings and (ii) to expend the Company’s funds for professional services incurred in connection therewith. In the event of an adjustment resulting in an underpayment of tax, the Partnership Representative shall duly and timely elect under section 6226 of the IRS Code that each Person who was a Member during the taxable year that was audited personally bear any tax, interest, addition to tax, and penalty resulting from such adjustments and, if for any reason, the Company is liable for a tax, interest, addition to tax, or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably required by the Partnership Representative to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred by the Partnership Representative in carrying out its obligations hereunder shall be allocated to and charged to the Company as an expense of the Company for which the Partnership Representative shall be reimbursed.

Partnership Representative. The Members shall take (a) For purposes of this Section 12.3, unless otherwise specified, all reasonable actions references to avoid the application to the Company provisions of the centralized partnership audit Code shall be to such provisions of sections 6221 through 6241 of the Code, as amended enacted by the Bipartisan Budget Act of 2015. If, however, 2015 as such provisions are found may be modified from time to time (the “BBA”). (b) The Board shall identify a Person to act as the Company’s designated “partnership representative” within the meaning of Code Section 6223 (the “Partnership Representative”). The Partnership Representative and any “designated individual” within the meaning of Treasury Regulations Section 301.6223-1(b)(3)(ii) shall have sole authority to act on behalf of the Company for purposes of Subchapter C of Chapter 63 of the Code and any comparable provisions of state or local income tax laws (the “Partnership Audit Rules”), subject to advice by the Company’s tax advisors and approval by the Board of any material elections or decisions. (c) If the Company qualifies to elect pursuant to Code Section 6221(b) (or successor provision) to have Subchapter C of Chapter 63 of the Code not apply to any federal income tax audits and other proceedings, the Partnership Representative shall, upon the instructions of the Board, cause the Company to make such election. (d) If any “partnership adjustment” (as defined in Code Section 6241(2)) is determined with respect to the Company, a member of the Manager or another appointed individual shall act as the Partnership Representative for the purposes of IRS Code section 6221 through 6241. In the event the member of the Manager is no longer a Member in the Company, and no other individual has been appointed as the Partnership Representative, the Partnership Representative shall promptly notify the Board upon the receipt of a notice of final partnership adjustment, and shall take such actions as directed by the Board, including whether to file a petition in tax court, cause the Company to pay the amount of any such adjustment under Code Section 6225, or make the election under Code Section 6226 or take any other action authorized by the Partnership Audit Rules. The Partnership Representative shall promptly notify each Member of any audit or contest relating to a tax return (or other tax matter) of the Company or any of its Subsidiaries and shall use commercially reasonable efforts to keep each Member reasonably informed with respect to such audit or contest. (e) If any “partnership adjustment” (as defined in Code Section 6241(2)) is finally determined with respect to the Company and the Partnership Representative has not caused the Company to make the election under Code Section 6226, then (i) the Members shall take such actions requested by the Partnership Representative; (ii) the Partnership Representative shall use commercially reasonable efforts to make any modifications available under Code Section 6225(c)(3), (4) and (5); and (iii) any “imputed underpayment” (as determined in accordance with Code Section 6225) or partnership adjustment that does not give rise to an imputed underpayment, shall be apportioned among the Majority Interest owner from amongst Members of the MembersCompany for the taxable year in which the adjustment is finalized in such manner as may be necessary (as determined by the Partnership Representative in good faith based on the advice of legal or tax counsel to the Company and subject to approval of the Board) so that, to the maximum extent possible, the tax and economic consequences of the partnership adjustment and any associated interest and penalties are borne by the Members based upon their interests in the Company for the reviewed year. Notwithstanding the foregoing, the Partnership Representative and the Company shall not (1) take any action that would cause a Member to be required to file amended tax returns in accordance with Code Section 6225(c)(2)(A) (or any similar provisions under state or local law), without the advance written consent of each such Member or (2) elect the alternative “pull-in” procedure in accordance with Section 6225(c)(2)(B) of the Code (or any similar provisions under state or local law) in accordance with Code Section 6225(c)(2)(B), without the advance written consent of the Members holding at least a majority of the outstanding Units. (f) If any Company Subsidiary (i) pays any partnership adjustment under Code Section 6225, (ii) requires the Majority Member is unable Company to file an amended tax return and pay associated taxes to reduce the amount of a partnership adjustment imposed on such Company Subsidiary, or unwilling to serve(iii) makes an election under Code Section 6226, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests of the Members. The Partnership Representative shall be authorized and required to represent cause the Company to make the administrative adjustment request provided for in Code Section 6227 consistent with all examinations the principles and limitations set forth in Sections 12.13(d)-(e) above for partnership adjustments of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings. The Partnership Representative shall have the sole authority to (1) sign consents, enter into settlement and other agreements with such authorities with respect to any such examinations or proceedings and (ii) to expend the Company’s funds for professional services incurred in connection therewith. In the event of an adjustment resulting in an underpayment of tax, the Partnership Representative shall duly and timely elect under section 6226 of the IRS Code that each Person who was a Member during the taxable year that was audited personally bear any tax, interest, addition to tax, and penalty resulting from the Members shall take such adjustments and, if for any reason, the Company is liable for a tax, interest, addition to tax, or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree to cooperate with the Partnership Representative and to do or refrain from doing any or all things actions reasonably required by the Partnership Representative to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred requested by the Partnership Representative in carrying out furtherance of such administrative adjustment request. (g) The obligations of each Member or former Member under this Section 12.3 shall survive the transfer or redemption by such Member of its obligations hereunder shall be allocated Units and the termination of this Agreement or the dissolution of the Company. (h) For the avoidance of any doubt, in the event of a tax audit of a Member relating to and charged to income or credits derived from the Company, the Company as an shall use commercially reasonable efforts to cooperate with such Member in good faith (at the cost and expense of the Company for which the Partnership Representative shall be reimbursedMember).

Partnership Representative. The Members shall take all reasonable actions to avoid the application to the Company of the centralized partnership audit provisions of sections 6221 through 6241 of the Code, as amended by the Bipartisan Budget Act of 2015. If, however, such provisions are found to apply to the Company, a member of the Manager or another appointed individual shall act as the Partnership Representative for the purposes of IRS Code section 6221 through 6241. In the event the member of the Manager is no longer a Member in the Company, and no other individual has been appointed as the Partnership Representative, the Partnership Representative shall be the Majority Interest owner from amongst the Members. If the Majority Member is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests of the Members. Cardone Equity Fund V, LLC C-7 Operating Agreement The Partnership Representative shall be authorized and required to represent the Company with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings. The Partnership Representative shall have the sole authority to (1) sign consents, enter into settlement and other agreements with such authorities with respect to any such examinations or proceedings and (ii) to expend the Company’s funds for professional services incurred in connection therewith. In the event of an adjustment resulting in an underpayment of tax, the Partnership Representative shall duly and timely elect under section 6226 of the IRS Code that each Person who was a Member during the taxable year that was audited personally bear any tax, interest, addition to tax, and penalty resulting from such adjustments and, if for any reason, the Company is liable for a tax, interest, addition to tax, or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably required by the Partnership Representative to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred by the Partnership Representative in carrying out its obligations hereunder shall be allocated to and charged to the Company as an expense of the Company for which the Partnership Representative shall be reimbursed.

Partnership Representative. The Members shall take all reasonable actions to avoid the application to the Company of the centralized partnership audit provisions of sections 6221 through 6241 of the Code, as amended by the Bipartisan Budget Act of 2015. If, however, such provisions are found to apply to the Company, a member of the Manager or another appointed individual shall act as the Partnership Representative for the purposes of IRS Code section 6221 through 6241. In the event the member of the Manager is no longer a Member in the Company, and no other individual has been appointed as the Partnership Representative, the Partnership Representative shall be the Majority Interest owner from amongst the Members. If the Majority Member is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests of the Members. The Partnership Representative shall be authorized and required to represent the Company with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings. The Partnership Representative shall have the sole authority to (1) sign consents, enter into settlement and other agreements with such authorities with respect to any such examinations or proceedings and (ii) to expend the Company’s funds for professional services incurred in connection therewith. In the event of an adjustment resulting in an underpayment of tax, the Partnership Representative shall duly and timely elect under section 6226 of the IRS Code that each Person who was a Member during the taxable year that was audited personally bear any tax, interest, addition to tax, and penalty resulting from such adjustments and, if for any reason, the Company is liable for a tax, interest, addition to tax, or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably required by the Partnership Representative to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred by the Partnership Representative in carrying out its obligations hereunder shall be allocated to and charged to the Company as an expense of the Company for which the Partnership Representative shall be reimbursed.

Partnership Representative. The Members Limited Partners shall take all reasonable actions to avoid the application to the Company of the centralized partnership audit provisions of sections 6221 through 6241 of the Code, as amended by the Bipartisan Budget Act of 2015. If, however, such provisions are found to apply to the Company, a member of the Manager General Partner or another appointed individual shall act as the Partnership Representative for the purposes of IRS Code section 6221 through 6241. In the event the member of the Manager General Partner is no longer a Member partner in the Company, and no other individual has been appointed as the Partnership Representative, the Partnership Representative shall be the Majority Interest owner from amongst the MembersLimited Partners. If the Majority Member Limited Partner is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members Limited Partners by a Majority of Interests of the MembersLimited Partners. Keystone Investors - Urban Node Fund II, LP Limited Partnership Agreement The Partnership Representative shall be authorized and required to represent the Company with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings. The Partnership Representative shall have the sole authority to (1) sign consents, enter into settlement and other agreements with such authorities with respect to any such examinations or proceedings and (ii) to expend the Company’s funds for professional services incurred in connection therewith. In the event of an adjustment resulting in an underpayment of tax, the Partnership Representative shall duly and timely elect under section 6226 of the IRS Code that each Person who was a Member Limited Partner during the taxable year that was audited personally bear any tax, interest, addition to tax, and penalty resulting from such adjustments and, if for any reason, the Company is liable for a tax, interest, addition to tax, or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the ManagerGeneral Partner, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members Limited Partners agree to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably required by the Partnership Representative to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred by the Partnership Representative in carrying out its obligations hereunder shall be allocated to and charged to the Company as an expense of the Company for which the Partnership Representative shall be reimbursed.

Partnership Representative. (a) The Members shall take all reasonable actions to avoid the application to “Partnership Representative” (as such term is defined under Partnership Audit Provisions) of the Company of the centralized partnership audit provisions of sections 6221 through 6241 of the Code, as amended shall be selected by the Bipartisan Budget Act of 2015Managing Member with the initial Partnership Representative being RocketCo. IfThe Partnership Representative may retain, howeverat the Company’s expense, such provisions are found to apply to the Companyoutside counsel, a member of the Manager or another appointed individual shall act accountants and other professional consultants as the Partnership Representative for the purposes of IRS Code section 6221 through 6241. In the event the member of the Manager is no longer a Member it may reasonably deem necessary in the Company, and no other individual has been appointed course of fulfilling its obligations as the Partnership Representative, the Partnership Representative shall be the Majority Interest owner from amongst the Members. If the Majority Member is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests of the Members. The Partnership Representative is authorized to take, and shall be authorized and required to represent determine in its sole discretion whether or not the Company with will take, such actions and execute and file all examinations statements and forms on behalf of the Company’s affairs Company that are approved by tax authorities, including resulting administrative the Managing Member and judicial proceedings. The Partnership Representative shall have are permitted or required by the sole authority to (1) sign consents, enter into settlement and other agreements with such authorities with respect to any such examinations or proceedings and (ii) to expend the Company’s funds for professional services incurred in connection therewith. In the event applicable provisions of an adjustment resulting in an underpayment of tax, the Partnership Representative shall duly and timely elect Audit Provisions (including a “push-out” election under section Section 6226 of the IRS Code that each Person who was a or any analogous election under state or local tax Law). Each Member during the taxable year that was audited personally bear any tax, interest, addition to tax, and penalty resulting from such adjustments and, if for any reason, the Company is liable for a tax, interest, addition to tax, or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree agrees to cooperate with the Partnership Representative and to use commercially reasonable efforts to do or refrain from doing any or all things reasonably required requested by the Partnership Representative (including paying any and all resulting taxes, additions to conduct tax, penalties and interest in a timely fashion) in connection with any examination of the Company’s affairs by any federal, state, or local tax authorities, including resulting administrative and judicial proceedings. (b) In the event that the Partnership Representative has not caused the Company to make a “push-out” election pursuant to Section 6226 of the Partnership Audit Provisions, then any “imputed underpayment” (as determined in accordance with Section 6225 of the Partnership Audit Provisions) or partnership adjustment that does not give rise to an imputed underpayment shall be apportioned among the Members of the Company for the taxable year in which the adjustment is finalized in such proceedings. Any reasonable direct out-of-pocket expense incurred manner as may be necessary (as determined by the Partnership Representative in carrying out its obligations hereunder good faith) so that, to the maximum extent possible, the tax and economic consequences of the imputed underpayment or other partnership adjustment and any associated interest and penalties (any such amount, an “Imputed Underpayment Amount”) are borne by the Members based upon their Percentage Interests in the Company for the reviewed year. Imputed Underpayment Amounts also shall include any imputed underpayment within the meaning of Section 6225 of the Partnership Audit Provisions paid (or payable) by any entity treated as a partnership for U.S. federal income tax purposes in which the Company holds (or has held) a direct or indirect interest other than through entities treated as corporations for U.S. federal income tax purposes to the extent that the Company bears the economic burden of such amounts, whether by Applicable Law or contract. (c) Each Member agrees to indemnify and hold harmless the Company from and against any liability with respect to such Member’s share of any tax deficiency paid or payable by the Company that is allocable to the Member as determined in accordance with Section 6.01(b) with respect to an audited or reviewed taxable year for which such Member was a partner in the Company. Any obligation of a Member pursuant to this Section 6.01(c) shall be allocated implemented through adjustments to and charged distributions otherwise payable to such Member as determined in accordance with Section 5.03; provided, however, that, at the written request of the Partnership Representative, each Member or former Member may be required to contribute to the Company such Member’s Imputed Underpayment Amount imposed on and paid by the Company; provided, further, that if a Member or former Member individually directly pays, pursuant to the Partnership Audit Provisions, any such Imputed Underpayment Amount, then such payment shall reduce any offset to distribution or required capital contribution of such Member or former Member. Any amount withheld from distributions pursuant to this Section 6.01(c) shall be treated as an expense amount distributed to such Member or former Member for all purposes under this Agreement. For the avoidance of doubt, the obligations of a Member set forth in this Section 6.01(c) shall survive the withdrawal of a Member from the Company for which the Partnership Representative shall be reimbursedor any Transfer of a Member’s interest.

Partnership Representative. (a) The Members shall take all reasonable actions to avoid the application to “Partnership Representative” (as such term is defined under Partnership Audit Provisions) of the Company of the centralized partnership audit provisions of sections 6221 through 6241 of the Code, as amended shall be selected by the Bipartisan Budget Act of 2015Manager with the initial Partnership Representative being the Corporation. IfThe Partnership Representative may retain, howeverat the Company’s expense, such provisions are found to apply to the Companyoutside counsel, a member of the Manager or another appointed individual shall act accountants and other professional consultants as the Partnership Representative for the purposes of IRS Code section 6221 through 6241. In the event the member of the Manager is no longer a Member it may reasonably deem necessary in the Company, and no other individual has been appointed course of fulfilling its obligations as the Partnership Representative, the Partnership Representative shall be the Majority Interest owner from amongst the Members. If the Majority Member is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests of the Members. The Partnership Representative is authorized to take, and shall be authorized and required to represent determine in its sole discretion whether or not the Company with will take, such actions and execute and file all examinations statements and forms on behalf of the Company’s affairs Company that are approved by tax authorities, including resulting administrative the Manager and judicial proceedings. The Partnership Representative shall have are permitted or required by the sole authority to (1) sign consents, enter into settlement and other agreements with such authorities with respect to any such examinations or proceedings and (ii) to expend the Company’s funds for professional services incurred in connection therewith. In the event applicable provisions of an adjustment resulting in an underpayment of tax, the Partnership Representative shall duly and timely elect Audit Provisions (including a “push-out” election under section Section 6226 of the IRS Code that each Person who was a or any analogous election under state or local tax Law). Each Member during the taxable year that was audited personally bear any tax, interest, addition to tax, and penalty resulting from such adjustments and, if for any reason, the Company is liable for a tax, interest, addition to tax, or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree agrees to cooperate with the Partnership Representative and to use commercially reasonable efforts to do or refrain from doing any or all things reasonably required requested by the Partnership Representative (including paying any and all resulting taxes, additions to conduct tax, penalties and interest in a timely fashion) in connection with any examination of the Company’s affairs by any federal, state, or local tax authorities, including resulting administrative and judicial proceedings. (b) In the event that the Partnership Representative has not caused the Company to make a “push-out” election pursuant to Section 6226 of the Partnership Audit Provisions, then any “imputed underpayment” (as determined in accordance with Section 6225 of the Partnership Audit Provisions) or partnership adjustment that does not give rise to an imputed underpayment shall be apportioned among the Members of the Company for the taxable year in which the adjustment is finalized in such proceedings. Any reasonable direct out-of-pocket expense incurred manner as may be necessary (as determined by the Partnership Representative in carrying out its obligations hereunder good faith) so that, to the maximum extent possible, the tax and economic consequences of the imputed underpayment or other partnership adjustment and any associated interest and penalties (any such amount, an “Imputed Underpayment Amount”) are borne by the Members in the same proportion that such omitted taxable income or overreported loss giving rise to the Imputed Underpayment Amount would have been allocated pursuant to this Agreement. Imputed Underpayment Amounts also shall include any imputed underpayment within the meaning of Section 6225 of the Partnership Audit Provisions paid (or payable) by any entity treated as a partnership for U.S. federal income tax purposes in which the Company holds (or has held) a direct or indirect interest other than through entities treated as corporations for U.S. federal income tax purposes to the extent that the Company bears the economic burden of such amounts, whether by applicable Law or contract. (c) Each Member agrees to indemnify and hold harmless the Company from and against any liability with respect to such Member’s share of any tax deficiency paid or payable by the Company that is allocable to the Member as determined in accordance with Section 9.01(b) with respect to an audited or reviewed taxable year for which such Member was a partner in the Company. Any obligation of a Member pursuant to this Section 9.01(c) shall, to the fullest extent permitted by applicable Law, be allocated implemented through adjustments to and charged Distributions otherwise payable to such Member as determined in accordance with Section 4.01; provided, however, that, at the written request of the Partnership Representative, each Member or former Member may be required to contribute to the Company such Member’s Imputed Underpayment Amount imposed on and paid by the Company; provided, further, that if a Member or former Member individually directly pays, pursuant to the Partnership Audit Provisions, any such Imputed Underpayment Amount, then such payment shall reduce any offset to Distribution or required capital contribution of such Member or former Member. Any amount withheld from Distributions pursuant to this Section 9.01(c) shall be treated as an expense amount distributed to such Member or former Member for all purposes under this Agreement. For the avoidance of doubt, the obligations of a Member set forth in this Section 9.01(c) shall, to the fullest extent permitted by applicable Law, survive the withdrawal of a Member from the Company for which the Partnership Representative shall be reimbursedor any Transfer of a Member’s Company Interest.

Partnership Representative. (a) The Members shall take all reasonable actions to avoid the application to “Partnership Representative” (as such term is defined under Partnership Audit Provisions) of the Company of the centralized partnership audit provisions of sections 6221 through 6241 of the Code, as amended shall be selected by the Bipartisan Budget Act of 2015Managing Member with the initial Partnership Representative being Clear Secure. IfThe Partnership Representative may retain, howeverat the Company’s expense, such provisions are found to apply to the Companyoutside counsel, a member of the Manager or another appointed individual shall act accountants and other professional consultants as the Partnership Representative for the purposes of IRS Code section 6221 through 6241. In the event the member of the Manager is no longer a Member it may reasonably deem necessary in the Company, and no other individual has been appointed course of fulfilling its obligations as the Partnership Representative, the Partnership Representative shall be the Majority Interest owner from amongst the Members. If the Majority Member is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests of the Members. The Partnership Representative is authorized to take, and shall be authorized and required to represent determine in its sole discretion whether or not the Company with will take, such actions and execute and file all examinations statements and forms on behalf of the Company’s affairs Company that are approved by tax authorities, including resulting administrative the Managing Member and judicial proceedings. The Partnership Representative shall have are permitted or required by the sole authority to (1) sign consents, enter into settlement and other agreements with such authorities with respect to any such examinations or proceedings and (ii) to expend the Company’s funds for professional services incurred in connection therewith. In the event applicable provisions of an adjustment resulting in an underpayment of tax, the Partnership Representative shall duly and timely elect Audit Provisions (including a “push-out” election under section Section 6226 of the IRS Code that each Person who was a or any analogous election under state or local tax Law). Each Member during the taxable year that was audited personally bear any tax, interest, addition to tax, and penalty resulting from such adjustments and, if for any reason, the Company is liable for a tax, interest, addition to tax, or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree agrees to cooperate with the Partnership Representative and to use commercially reasonable efforts to do or refrain from doing any or all things reasonably required requested by the Partnership Representative (including paying any and all resulting taxes, additions to conduct tax, penalties and interest in a timely fashion) in connection with any examination of the Company’s affairs by any federal, state, or local tax authorities, including resulting administrative and judicial proceedings. (b) In the event that the Partnership Representative has not caused the Company to make a “push-out” election pursuant to Section 6226 of the Partnership Audit Provisions, then any “imputed underpayment” (as determined in accordance with Section 6225 of the Partnership Audit Provisions) or partnership adjustment that does not give rise to an imputed underpayment shall be apportioned among the Members of the Company for the taxable year in which the adjustment is finalized in such proceedings. Any reasonable direct out-of-pocket expense incurred manner as may be necessary (as determined by the Partnership Representative in carrying out its obligations hereunder good faith) so that, to the maximum extent possible, the tax and economic consequences of the imputed underpayment or other partnership adjustment and any associated interest and penalties (any such amount, an “Imputed Underpayment Amount”) are borne by the Members based upon their Percentage Interests in the Company for the reviewed year. Imputed Underpayment Amounts also shall include any imputed underpayment within the meaning of Section 6225 of the Partnership Audit Provisions paid (or payable) by any entity treated as a partnership for U.S. federal income tax purposes in which the Company holds (or has held) a direct or indirect interest other than through entities treated as corporations for U.S. federal income tax purposes to the extent that the Company bears the economic burden of such amounts, whether by Applicable Law or contract. (c) Each Member agrees to indemnify and hold harmless the Company from and against any liability with respect to such Member’s share of any tax deficiency paid or payable by the Company that is allocable to the Member as determined in accordance with Section 6.01(b) with respect to an audited or reviewed taxable year for which such Member was a partner in the Company. Any obligation of a Member pursuant to this Section 6.01(c) shall be allocated implemented through adjustments to and charged distributions otherwise payable to such Member as determined in accordance with Section 5.03; provided, however, that, at the written request of the Partnership Representative, each Member or former Member may be required to contribute to the Company such Member’s Imputed Underpayment Amount imposed on and paid by the Company; provided, further, that if a Member or former Member individually directly pays, pursuant to the Partnership Audit Provisions, any such Imputed Underpayment Amount, then such payment shall reduce any offset to distribution or required capital contribution of such Member or former Member. Any amount withheld from distributions pursuant to this Section 6.01(c) shall be treated as an expense amount distributed to such Member or former Member for all purposes under this Agreement. For the avoidance of doubt, the obligations of a Member set forth in this Section 6.01(c) shall survive the withdrawal of a Member from the Company for which the Partnership Representative shall be reimbursedor any Transfer of a Member’s interest.

Partnership Representative. (a) The Members Chief Executive Officer shall take all reasonable actions to avoid be the application to Company’s “partnership representative” within the Company meaning of the centralized partnership audit provisions of sections 6221 through 6241 Section 6223 of the Code. The partnership representative shall have sole authority to act on behalf of the Company for purposes of subchapter C of Chapter 63 of the Code and any comparable provisions of state or local income tax laws and shall serve as the Company’s partnership representative until his, as amended by her or its resignation or until the Bipartisan Budget Act designation of 2015. Ifhis, her or its successor, whichever occurs sooner; provided, however, that the partnership representative shall take any action, and refrain from taking any action, as directed by the Board of Directors. (b) To the extent that, as a result of a determination by a taxing authority or adjudicative body, there is any adjustment for the purposes of any tax law to any items of income gain, loss, deduction or credit of the Company for any taxable period, the Company will use commercially reasonable efforts to cause the financial burden of any “imputed underpayment” (as determined under Section 6225 of the Code) and associated interest, adjustments to tax and penalties (an “Imputed Underpayment”) arising from a partnership-level adjustment that are imposed on the Company to be borne by the Members and former Members to whom such provisions are found Imputed Underpayment relates as determined by the partnership representative after consulting with the Company’s accountants or other advisers, taking into account any differences in the amount of taxes attributable to apply each Member because of such Member’s status, nationality or other characteristics. The portion of any Imputed Underpayment attributed to a former Member shall be treated as a Withholding Payment pursuant to Section 4.03 with respect to such former Member. Each Member agrees to indemnify and hold harmless the Company and the partnership representative from and against any and all liability with respect to any Imputed Underpayment required on behalf of, or with respect to, such Member. (c) The Members agree that, upon the partnership representative’s request, they shall use commercially reasonable efforts to provide it with available information in the Member’s possession regarding their individual tax returns and liabilities that may be necessary under Section 6225(c) of the Code or other state or local rule. Notwithstanding anything else in this Agreement, in no event shall any Member be required to file amended tax returns with respect to any “reviewed year” (within the meaning of Section 6225(d)(1) of the Code) or to cooperate with the alternative procedure to filing amended returns pursuant to Section 6225(c)(2)(B) of the Code or any applicable similar state or local laws. (d) The obligations of this Section 8.03, including a Member’s indemnification obligations under Section 8.03(b), shall survive the liquidation and dissolution of the Company and the transfer, assignment or liquidation of a Member’s interest in the Company. If any Member ceases to be a Member, such Member shall keep the Company advised of its contact information until released in writing by the Company from such obligation. (e) Notwithstanding anything to the contrary in this Section 8.03, the partnership representative shall not settle any audit, claim or litigation with respect to taxes of or attributable to the operations of the Company to the extent such settlement would result in a disproportionately material adverse impact to any Member without receiving the prior written consent of such Member, which consent shall not be unreasonably withheld, conditioned or delayed; provided that if such settlement has a disproportionately material adverse on a group of Members that hold the same class or series of equity or shares in the Company, a member consent of the Manager or another appointed individual shall act as the Partnership Representative for the purposes of IRS Code section 6221 through 6241. In the event the member of the Manager is no longer a Member in the Company, and no other individual has been appointed as the Partnership Representative, the Partnership Representative shall be the Majority Interest owner from amongst the Members. If the Majority Member is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests of the Members. The Partnership Representative shall be authorized and required to represent the Company with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings. The Partnership Representative shall have the sole authority to (1) sign consents, enter into settlement and other agreements with such authorities with respect to any such examinations or proceedings and (ii) to expend the Company’s funds for professional services incurred in connection therewith. In the event of an adjustment resulting in an underpayment of tax, the Partnership Representative shall duly and timely elect under section 6226 of the IRS Code that each Person who was a Member during the taxable year that was audited personally bear any tax, interest, addition to tax, and penalty resulting from such adjustments and, if for any reason, the Company is liable for a tax, interest, addition to tax, or penalty as a result holders of such an audit, each Person who was class or series holding a member during the taxable year that was audited majority of such class or series shall pay to the Company an amount equal consent to such Person’s proportionate share of such liabilitysettlement, as determined by the Managerwhich consent shall not be unreasonable withheld, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, conditioned or penalty shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably required by the Partnership Representative to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred by the Partnership Representative in carrying out its obligations hereunder shall be allocated to and charged to the Company as an expense of the Company for which the Partnership Representative shall be reimburseddelayed.

Partnership Representative. (a) The Managing Member shall be the “partnership representative” of the Company under Code Section 6223 for federal income tax purposes (the “Partnership Representative”). The Partnership Representative shall receive no compensation for its services. All third-party costs and expenses incurred by the Partnership Representative in performing its duties as such (including legal and accounting fees and expenses) shall be borne by the Company in addition to any reimbursement pursuant to Section 7.4 hereof. Nothing herein shall be construed to restrict the Company from engaging an accounting firm to assist the Partnership Representative in discharging its duties hereunder The Managing Member shall appoint an individual (the “Designated Individual”) through whom the Partnership Representative will act in accordance with Regulations Section 301.6223-1 and any other applicable IRS guidance. The Designated Individual is authorized to take any action the Partnership Representative is authorized to take under this Agreement. The Members shall take all reasonable actions to avoid promptly provide the application Partnership Representative with such information as is readily available to the Members as may be reasonably requested by the Partnership Representative from time to time in connection with any tax audit or judicial review proceeding. (b) The Partnership Representative is authorized, but not required: (i) to enter into any settlement with the IRS with respect to any administrative or judicial proceedings for the adjustment of Company items required to be taken into account by a Member for income tax purposes (such administrative proceedings being referred to as a “tax audit” and such judicial proceedings being referred to as “judicial review”), and in the settlement agreement the Partnership Representative may expressly state that such agreement shall bind all Members; (ii) in the event that a notice of a final administrative adjustment at the Company level of any item required to be taken into account by a Member for tax purposes (a “Final Adjustment”) is mailed to the Partnership Representative, to seek judicial review of such Final Adjustment, including the filing of a petition for readjustment with the United States Tax Court or the United States Claims Court, or the filing of a complaint for refund with the District Court of the centralized partnership audit provisions United States for the district in which the Company’s principal place of sections 6221 through 6241 business is located; (iii) to intervene in any action brought by any other Member for judicial review of a Final Adjustment; (iv) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (v) to enter into an agreement with the IRS to extend the period for assessing any tax that is attributable to any item required to be taken into account by a Member for tax purposes, or an item affected by such item; (vi) to make an election under Code Section 6226; and (vii) to take any other action on behalf of the CodeMembers or any of them in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the Partnership Representative in connection with any such proceeding, except to the extent required by law, is a matter in the sole and absolute discretion of the Partnership Representative and the provisions relating to indemnification of the Managing Member set forth in Section 7.7 hereof shall be fully applicable to the Partnership Representative and the Designated Individual in their capacities as amended by such. (c) For tax years beginning before December 31, 2017, a “Tax Matters Partner,” as such term is defined in Section 6231(a)(7) of the Code (as in effect prior to the enactment of the Bipartisan Budget Act of 2015. If, however, such provisions are found to apply to ) and in any similar capacity under the tax laws of any state or other jurisdiction having taxing jurisdiction over the Company, was appointed by the Managing Member. The Tax Matters Partner is the Managing Member. Except as otherwise provided in this Agreement, the Tax Matters Partner shall have all the rights, duties, powers and obligations of a member “tax matters partner” under the Code (as in effect prior to the enactment of the Manager Bipartisan Budget Act of 2015). The Tax Matters Partner shall not take any actions or another appointed individual shall act as make any elections contrary to the Partnership Representative for requirements of this Agreement without the purposes of IRS Code section 6221 through 6241. In the event the member Consent of the Manager is no longer a Managing Member in the Company, and no other individual has been appointed as the Partnership Representative, the Partnership Representative shall be the Majority Interest owner from amongst the Members. If the Majority Member is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests of the Members. The Partnership Representative shall be authorized and required to represent the Company with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings. The Partnership Representative shall have the sole authority to (1) sign consents, enter into settlement and other agreements with such authorities with respect to any such examinations or proceedings and (ii) to expend the Company’s funds for professional services incurred in connection therewith. In the event of an adjustment resulting in an underpayment of tax, the Partnership Representative shall duly and timely elect under section 6226 of the IRS Code that each Person who was a Member during the taxable year that was audited personally bear any tax, interest, addition to tax, and penalty resulting from such adjustments and, if for any reason, the Company is liable for a tax, interest, addition to tax, or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably required by the Partnership Representative to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred by the Partnership Representative in carrying out its obligations hereunder shall be allocated to and charged to the Company as an expense of the Company for which the Partnership Representative shall be reimbursed.

Partnership Representative. For tax returns filed with respect to fiscal years beginning after December 31, 2017, this Section 10.3B shall apply, and references to Code sections in this Section 10.3B refer to the Code sections as in effect after taking into account the amendments provided by the 2015 Budget Act. The Members General Partner shall take all such reasonable actions to avoid as it believes will enhance the avoidance of the application to the Company Partnership of the centralized partnership audit provisions of sections Sections 6221 through 6241 of the Code, as amended by the Bipartisan Budget Act of 2015. If, however, such provisions are found to do apply to the CompanyPartnership, a member of the Manager or another appointed individual General Partner shall also act as the Partnership Representative “partnership representative” for the purposes of IRS Code section said Sections 6221 through 6241. In the event the member 6241 of the Manager is no longer a Member in Code. Each Partner hereby consents to the Company, and no other individual has been appointed General Partner serving as the Partnership Representative, the Partnership Representative shall be the Majority Interest owner from amongst the Members. If the Majority Member is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests partnership representative and agrees upon request of the MembersGeneral Partner to execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such further documents as may be necessary or appropriate to evidence such consent. The Partnership Representative shall partnership representative will be authorized and required to represent the Company Partnership (at the Partnership’s expense) in connection with all examinations of the CompanyPartnership’s affairs by tax authorities, including resulting administrative and judicial proceedings. The Partnership Representative shall have the sole authority , and to (1i) sign consents, enter into settlement and other agreements with such authorities with respect to any such examinations or proceedings and (ii) to expend the CompanyPartnership’s funds for professional services incurred in connection therewith. In the event of an adjustment resulting in an underpayment of taxsuch event, the Partnership Representative partnership representative shall duly and timely elect under section Section 6226 of the IRS Code that to require each Person who was a Member Partner during the taxable year of Partnership that was audited to personally bear any tax, interest, addition to tax, interest and penalty resulting from adjustments based on such audit and shall notify each such Person (and the Internal Revenue Service) of their share of such audit adjustments and, if for any reason, the Company Partnership is liable for a tax, interest, addition to tax, tax or penalty as a result of such an audit, each Person who was a member Partner during the taxable year of the Partnership that was audited audited, even if such Person is no longer a Partner (unless a Substituted Limited Partner has agreed to bear such liability in an appropriate document evidencing a transfer), shall pay to the Company Partnership an amount equal to such Person’s proportionate share of such liability, as determined by the ManagerGeneral Partner, based on the amount each such Person should have borne (computed at the tax rate used to compute the CompanyPartnership’s liability) had the CompanyPartnership’s tax return for such taxable year reflected the audit adjustment. The expenses , and the expense for the CompanyPartnership’s payment of such tax, interest, addition to tax, or tax and penalty shall be specially allocated to such Persons (or their successors) in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably required by the Partnership Representative to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred by the Partnership Representative in carrying out its obligations hereunder shall be allocated to and charged to the Company as an expense of the Company for which the Partnership Representative shall be reimbursed.

Partnership Representative. The Members Manager shall take all reasonable actions to avoid the application to designate a partnership representative of the Company (the “Partnership Representative”), within the meaning of the centralized partnership audit provisions of sections 6221 through 6241 Section 6223(a) of the Code, as amended by the Bipartisan Budget Act of 2015. IfRevised Partnership Audit Procedures, however, such provisions are found to apply to the Company, a member of the Manager or another appointed individual shall act as the Partnership Representative well as for the purposes of IRS Code section 6221 through 6241. In the event the member of the Manager is no longer a Member in the Companyany state, and no other individual has been appointed as the Partnership Representativelocal, the Partnership Representative shall be the Majority Interest owner from amongst the Members. If the Majority Member is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests of the Members. non-U.S. tax law. (i) The Partnership Representative shall be authorized notify the Members upon the receipt of a notice of final partnership adjustment, and required to represent shall make any relevant elections taking into account the Company with all examinations best interests of the Company’s affairs by tax authorities, including resulting administrative current Members and judicial proceedingsformer Members to comply with the Revised Partnership Audit Procedures. The Partnership Representative shall have all of the sole authority to (1) sign consents, enter into settlement rights and other agreements with such authorities with respect to any such examinations or proceedings and powers of a partnership representative as set forth in the Revised Partnership Audit Procedures. (ii) If the Company pays any imputed adjustment amount under Code Section 6225, as amended by the Revised Partnership Audit Procedures, the Manager shall allocate the amount of the payment among the Members (including any former Members) for the “reviewed year” to expend which such liability relates in a manner that reflects the current or former Members’ respective interests in the Company for that reviewed year. Such apportionment of liability shall also take into account the extent to which the Company’s funds for professional services incurred in connection therewith. In imputed underpayment was modified by adjustments under Section 6225(c) of the event Code (to the extent approved by the IRS) and attributable to (x) a particular Member’s tax classification, tax rates, tax attributes, the character of tax items to which the adjustment relates, and similar factors, or (y) the Member’s filing of an adjustment resulting in an underpayment of tax, amended return for the Partnership Representative shall duly and timely elect under section 6226 of the IRS Code that each Person who was a Member during the Member’s taxable year that was audited personally bear any tax, interest, addition includes the end of the Company’s reviewed year and payment of required tax liability in a manner that complies with Section 6225(c)(2) of the Code. Each Member (or former Member) for the reviewed year hereby agrees to taxpay such amount to the Company, and penalty resulting from such adjustments and, if for any reason, the Company is liable for a tax, interest, addition to tax, or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay amount so contributed to the Company an shall not be treated as a Capital Contribution. Any amount not paid under the preceding sentence by a Member (or former Member) at the time requested by the Manager shall accrue interest at a rate equal to the lower of the fifteen percent (15%) per annum, compounded monthly, or the maximum rate of interest permitted by applicable law until paid, and such Person’s proportionate share of Member (or former Member) shall also be liable to the Company for any damages resulting from a delay in making such liability, as determined payment beyond the date such payment is requested by the Manager. To the extent that any Member fails to make any contribution required pursuant to this paragraph, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty amounts shall be specially allocated applied to and reduce the next distributions or any other monetary payments otherwise payable to the Member under this Agreement. (iii) The Members agree to cooperate in good faith, including by timely providing information, making elections and filing amended returns and paying any tax due with such Persons in such proportions. The amended returns, each as reasonably requested by the Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the CompanyRepresentative. The Members agree to cooperate file all U.S. federal, state, and local tax returns on a basis consistent with the Partnership Representative and to do or refrain from doing any or all things reasonably required returns filed by the Partnership Representative to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred by Company and the Partnership Representative terms of this Agreement. (iv) The provisions contained in carrying out its obligations hereunder this Section 12.4(a) shall be allocated to and charged to survive the Company as an expense dissolution of the Company for which Company, the Partnership Representative shall be reimbursedwithdrawal of any Member or the transfer of any Member’s interest in the Company.

Partnership Representative. (a) The Members shall take all reasonable actions to avoid the application to “Partnership Representative” (as such term is defined under Partnership Audit Provisions) of the Company of the centralized partnership audit provisions of sections 6221 through 6241 of the Code, as amended shall be selected by the Bipartisan Budget Act of 2015Manager with the initial Partnership Representative being the Corporation. IfThe Partnership Representative may retain, howeverat the Company’s expense, such provisions are found to apply to the Companyoutside counsel, a member of the Manager or another appointed individual shall act accountants and other professional consultants as the Partnership Representative for the purposes of IRS Code section 6221 through 6241. In the event the member of the Manager is no longer a Member it may reasonably deem necessary in the Company, and no other individual has been appointed course of fulfilling its obligations as the Partnership Representative, the Partnership Representative shall be the Majority Interest owner from amongst the Members. If the Majority Member is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests of the Members. The Partnership Representative is authorized to take, and shall be authorized and required to represent determine in its sole discretion whether or not the Company with will take, such actions and execute and file all examinations statements and forms on behalf of the Company’s affairs Company that are approved by tax authorities, including resulting administrative the Manager and judicial proceedings. The Partnership Representative shall have are permitted or required by the sole authority to (1) sign consents, enter into settlement and other agreements with such authorities with respect to any such examinations or proceedings and (ii) to expend the Company’s funds for professional services incurred in connection therewith. In the event applicable provisions of an adjustment resulting in an underpayment of tax, the Partnership Representative shall duly and timely elect Audit Provisions (including a “push-out” election under section Section 6226 of the IRS Code that each Person who was a or any analogous election under state or local tax Law). Each Member during the taxable year that was audited personally bear any tax, interest, addition to tax, and penalty resulting from such adjustments and, if for any reason, the Company is liable for a tax, interest, addition to tax, or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree agrees to cooperate with the Partnership Representative and to use commercially reasonable efforts to do or refrain from doing any or all things reasonably required requested by the Partnership Representative (including paying any and all resulting taxes, additions to conduct tax, penalties and interest in a timely fashion) in connection with any examination of the Company’s affairs by any federal, state, or local tax authorities, including resulting administrative and judicial proceedings. (b) In the event that the Partnership Representative has not caused the Company to make a “push-out” election pursuant to Section 6226 of the Partnership Audit Provisions, then any “imputed underpayment” (as determined in accordance with Section 6225 of the Partnership Audit Provisions) or partnership adjustment that does not give rise to an imputed underpayment shall be apportioned among the Members of the Company for the taxable year in which the adjustment is finalized in such proceedings. Any reasonable direct out-of-pocket expense incurred manner as may be necessary (as determined by the Partnership Representative in carrying out its obligations hereunder good faith) so that, to the maximum extent possible, the tax and economic consequences of the imputed underpayment or other partnership adjustment and any associated interest and penalties (any such amount, an “Imputed Underpayment Amount”) are borne by the Members based upon their Percentage Interests for the reviewed year. Imputed Underpayment Amounts also shall include any imputed underpayment within the meaning of Section 6225 of the Partnership Audit Provisions paid (or payable) by any entity treated as a partnership for U.S. federal income tax purposes in which the Company holds (or has held) a direct or indirect interest other than through entities treated as corporations for U.S. federal income tax purposes to the extent that the Company bears the economic burden of such amounts, whether by applicable Law or contract. (c) Each Member agrees to indemnify and hold harmless the Company from and against any liability with respect to such Member’s share of any tax deficiency paid or payable by the Company that is allocable to the Member as determined in accordance with Section 9.01(b) with respect to an audited or reviewed taxable year for which such Member was a partner in the Company. Any obligation of a Member pursuant to this Section 9.01(c) shall, to the fullest extent permitted by applicable Law, be allocated implemented through adjustments to and charged Distributions otherwise payable to such Member as determined in accordance with Section 4.01; provided, however, that, at the written request of the Partnership Representative, each Member or former Member may be required to contribute to the Company such Member’s Imputed Underpayment Amount imposed on and paid by the Company; provided, further, that if a Member or former Member individually directly pays, pursuant to the Partnership Audit Provisions, any such Imputed Underpayment Amount, then such payment shall reduce any offset to Distribution or required capital contribution of such Member or former Member. Any amount withheld from Distributions pursuant to this Section 9.01(c) shall be treated as an expense amount distributed to such Member or former Member for all purposes under this Agreement. For the avoidance of doubt, the obligations of a Member set forth in this Section 9.01(c) shall, to the fullest extent permitted by applicable Law, survive the withdrawal of a Member from the Company for which the Partnership Representative shall be reimbursedor any Transfer of a Member’s Company Interest.

Partnership Representative. The Members shall take all reasonable actions to avoid the application to the Company of the centralized partnership audit provisions of sections 6221 through 6241 of the Code, as amended by the Bipartisan Budget Act of 2015. If, however, such provisions are found to apply to the Company, a member of the Manager or another appointed individual shall act as the Partnership Representative for the purposes of IRS Code section 6221 through 6241. In the event the member of the Manager is no longer a Member in the Company, and no other individual has been appointed as the Partnership Representative, the Partnership Representative shall be the Majority Interest owner from amongst the Members. If the Majority Member is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests of the Members. Gratus Capital Properties Fund III LLC C-7 Amended & Restated Operating Agreement The Partnership Representative shall be authorized and required to represent the Company with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings. The Partnership Representative shall have the sole authority to (1i) sign consents, enter into settlement and other agreements with such authorities with respect to any such examinations or proceedings and (ii) to expend the Company’s funds for professional services incurred in connection therewith. In the event of an adjustment resulting in an underpayment of tax, the Partnership Representative shall duly and timely elect under section 6226 of the IRS Code that each Person who was a Member during the taxable year that was audited personally bear any tax, interest, addition to tax, and penalty resulting from such adjustments and, if for any reason, the Company is liable for a tax, interest, addition to tax, or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably required by the Partnership Representative to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred by the Partnership Representative in carrying out its obligations hereunder shall be allocated to and charged to the Company as an expense of the Company for which the Partnership Representative shall be reimbursed.

Partnership Representative. For tax returns filed with respect to fiscal years beginning after December 31, 2017, this Section 10.3.B shall apply, and references to Code sections in this Section 10.3.B refer to the Code sections as in effect after taking into account the amendments provided by the 2015 Budget Act. The Members General Partner shall take all such reasonable actions to avoid as it believes will enhance the avoidance of the application to the Company Partnership of the centralized partnership audit provisions of sections Sections 6221 through 6241 of the Code, as amended by the Bipartisan Budget Act of 2015. If, however, such provisions are found to do apply to the CompanyPartnership, a member of the Manager or another appointed individual General Partner shall also act as the Partnership Representative “partnership representative” for the purposes of IRS Code section said Sections 6221 through 6241. In the event the member 6241 of the Manager is no longer a Member in Code. Each Partner hereby consents to the Company, and no other individual has been appointed General Partner serving as the Partnership Representative, the Partnership Representative shall be the Majority Interest owner from amongst the Members. If the Majority Member is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests partnership representative and agrees upon request of the MembersGeneral Partner to execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such further documents as may be necessary or appropriate to evidence such consent. The Partnership Representative shall partnership representative will be authorized and required to represent the Company Partnership (at the Partnership’s expense) in connection with all examinations of the CompanyPartnership’s affairs by tax authorities, including resulting administrative and judicial proceedings. The Partnership Representative shall have the sole authority , and to (1i) sign consents, enter into settlement and other agreements with such authorities with respect to any such examinations or proceedings and (ii) to expend the CompanyPartnership’s funds for professional services incurred in connection therewith. In the event of an adjustment resulting in an underpayment of taxsuch event, the Partnership Representative partnership representative shall duly and timely elect under section Section 6226 of the IRS Code that to require each Person who was a Member Partner during the taxable year of Partnership that was audited to personally bear any tax, interest, addition to tax, interest and penalty resulting from adjustments based on such audit and shall notify each such Person (and the Internal Revenue Service) of their share of such audit adjustments and, if for any reason, the Company Partnership is liable for a tax, interest, addition to tax, tax or penalty as a result of such an audit, each Person who was a member Partner during the taxable year of the Partnership that was audited audited, even if such Person is no longer a Partner (unless a Substituted Limited Partner has agreed to bear such liability in an appropriate document evidencing a transfer under Article 11 hereof), shall pay to the Company Partnership an amount equal to such Person’s proportionate share of such liability, as determined by the ManagerGeneral Partner, based on the amount each such Person should have borne (computed at the tax rate used to compute the CompanyPartnership’s liability) had the CompanyPartnership’s tax return for such taxable year reflected the audit adjustment. The expenses , and the expense for the CompanyPartnership’s payment of such tax, interest, addition to tax, or tax and penalty shall be specially allocated to such Persons (or their successors) in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably required by the Partnership Representative to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred by the Partnership Representative in carrying out its obligations hereunder shall be allocated to and charged to the Company as an expense of the Company for which the Partnership Representative shall be reimbursed.

Partnership Representative. The Members shall take all reasonable actions to avoid the application to the Company (a) As of the centralized Effective Date, the PBF Member shall be the “partnership audit provisions representative” within the meaning of sections 6221 through 6241 Section 6223 of the Code, as amended by Code (the Bipartisan Budget Act “Partnership Representative”). (b) Subject always to its obligation to act in the best interest of 2015. If, however, such provisions are found to apply to the Company, a member of the Manager or another appointed individual shall act as the Partnership Representative for shall have the purposes of IRS Code section 6221 through 6241. In the event the member exclusive right and sole authority to act on behalf of the Manager is no longer a Member Company under Subchapter C of Section 63 of the Code (relating to partnership audit proceedings) and in any tax proceedings brought by taxing authorities. Subject to the Company, and no other individual has been appointed as the Partnership Representativeterms of this Section 9.4, the Partnership Representative shall be responsible for making all decisions, filing all elections and taking all other actions, in each case related to any such tax proceedings or otherwise related to its role as “partnership representative.” The Partnership Representative will give notice to the Majority Interest owner from amongst other Members of any audit, administrative or judicial proceeding relating to taxes of the Company as soon as reasonably practicable, but no later than thirty (30) days, after becoming aware of such proceeding. The Partnership Representative shall forward to each other Member copies of all significant written communications it may receive in that capacity and will keep the other Members reasonably informed concerning the progress and status of any such audit or proceeding. The Partnership Representative shall provide written notice to the other Members concerning its intent to make any election or decision, or take any other action, with respect to Sections 6221 through 6234 of the Code, and shall permit such other Member to review and provide comments with respect to such election, decision or action. (c) In the case of any Imputed Underpayment, except as agreed to by the Initial Members. If the Majority Member is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by make a Majority of Interests timely election under Section 6226 of the Code to “push out” such Imputed Underpayment to the current and former Members, as applicable, and furnish to such Members and the IRS a statement of such respective Member’s share, with the shares calculated in a manner that takes into account how the items of income, gain, loss, deduction or credit that gave rise to such Imputed Underpayment would have been allocated to each Member under this Agreement for the applicable taxable year, as required by Section 6226(a)(2) of the Code. Upon an Initial Member’s request, with respect to any Imputed Underpayment, the Partnership Representative shall apply the “pull-in” method described in Section 6225(c)(2)(B) of the Code and the Treasury Regulations thereunder with respect to such Initial Member. The Partnership Representative shall be authorized cooperate with any Initial Member concerning an Imputed Underpayment and required provide any information reasonably requested to represent permit such Initial Member to prepare any amended return, participate in the Company with all examinations “pull-in” method described in Section 6225(c)(2)(B) of the Company’s affairs by Code and the Treasury Regulations thereunder, or compute any tax authoritiesliability, including resulting administrative and judicial proceedings. The Partnership Representative shall have the sole authority to (1) sign consentsin each case, enter into settlement and other agreements with such authorities with respect to such Imputed Underpayment. (d) Each current and former Member’s allocable portion of any Imputed Underpayment shall be subject to the review and comment of each such examinations Member and shall take into account the extent to which such Imputed Underpayment was modified by any applicable and permitted adjustments, including such adjustments attributable to a current or proceedings and former Member’s (or such Member’s direct or indirect owner’s) (i) tax classification, tax rates, tax attributes, the character of tax items to which the adjustment relates or similar factors or (ii) to expend the Company’s funds for professional services incurred in connection therewith. In the event filing of an adjustment resulting amended tax return and payment of taxes that complies with Section 6225(c)(2)(A) of the Code and the Treasury Regulations thereunder, or participation in an underpayment the “pull-in” method in a manner that complies with Section 6225(c)(2)(B) of taxthe Code and the Treasury Regulations thereunder. (e) Except as described in Section 9.4(c), the Partnership Representative shall duly and timely elect under section 6226 not take any of the IRS Code following actions without the prior written consent of any Initial Member whose rights or obligations would be adversely affected by such actions: (i) file any suit or petition in the U.S. Tax Court or any other venue concerning any tax refund or deficiency relating to any Company administrative adjustment; provided that each Person who was a Member during no such consent shall be required if the estimated amount in controversy is not greater than $500,000, or (ii) enter into any settlement agreement or other compromise relating to any material Company item of income, gain, loss, deduction or credit for any taxable year that was audited personally bear of the Company. (f) Each Member shall indemnify and reimburse the Company to the extent the Company is required to make any taxpayment for taxes, interest, addition to taxtax or penalty with respect to a Member’s share of any Covered Audit Adjustment as determined in the reasonable good faith discretion of the Partnership Representative, which shall be consistent with the allocations set forth under Section 4.2(i). To the fullest extent permitted by applicable Law, a Member’s obligations under this Section 9.4(f) shall survive the dissolution, liquidation, termination and penalty resulting from such adjustments and, if for any reason, winding-up of the Company is liable for a taxand shall survive, interestas to each Member, addition to tax, such Member’s withdrawal from the Company or penalty termination of the Member’s status as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay Member. The Company may pursue all rights and remedies it may have against any Member (or former Member). Any amounts payable to the Company under this Section 9.4(f) shall be payable by such Member within fifteen (15) Business Days of the Member’s receipt of notice that such payment is due. To the extent, and at the time(s), that a Member makes a payment to the Company under this Section 9.4(f), such payment shall increase such Member’s Capital Account in the good faith discretion of the Partnership Representative, but shall not reduce the amount that such Member is otherwise obligated to contribute to the Company under this Agreement. The Company shall have a right of set-off against distributions to a Member or former Member for amounts to be indemnified pursuant to this Section 9.4(f), and any amount so withheld shall be treated as an amount equal distributed to such Person’s proportionate share Member for purposes of such liabilitySection 4.5(c) and Section 13.3. (g) Any reasonable, as determined documented cost or expense incurred by the ManagerPartnership Representative in connection with the roles and responsibilities described in this Section 9.4, based on including the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return preparation for such taxable year reflected the audit adjustment. The expenses for the Company’s payment or pursuance of such taxadministrative or judicial proceedings, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving paid by the Company. The Members agree to reasonably cooperate with the Partnership Representative Company and to do or refrain from doing any or all things reasonably required by the Partnership Representative as necessary to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred by carry out the Partnership Representative in carrying out its obligations hereunder shall be allocated to and charged to the Company as an expense intent of the Company for which the Partnership Representative shall be reimbursedthis Section 9.4.

Partnership Representative. The Members Unless otherwise determined by the Board, the Manager is hereby designated the Partnership Representative of the Company and its Subsidiaries, and is hereby directed and authorized to take whatever steps it, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS or any other Taxing Authority, taking such other action as may from time to time be required under the Treasury Regulations and directing the Board to take or approve any of the foregoing actions. If a Designated Individual is required to be appointed under the Partnership Audit Rules, the Partnership Representative shall take all reasonable actions designate the individual to avoid serve as the application Designated Individual and such Designated Individual shall be subject to replacement by the Partnership Representative in accordance with the Code and the Treasury Regulations. Any Person that the Partnership Representative designates to interact with the IRS or any other Taxing Authority shall be treated as, and subject to the Company of the centralized partnership audit provisions of sections 6221 through 6241 of the Coderequirements and obligations of, as amended by the Bipartisan Budget Act of 2015. If, however, such provisions are found to apply to the Company, a member of the Manager or another appointed individual shall act as the Partnership Representative for the purposes of IRS Code section 6221 through 6241this Section 8.2. In the event the member of the Manager is no longer a Each Member in the Company, and no other individual has been appointed as shall use reasonable efforts to take all actions required to cause such designations to be effective under the Partnership RepresentativeAudit Rules. (a) Subject to Section 6.1, the Partnership Representative shall be authorized to manage any audit, examination or other administrative or judicial proceeding relating to any Tax matters of the Majority Interest owner from amongst the Members. If the Majority Member is unable or unwilling to serveCompany and its Subsidiaries; provided, that the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests (i) diligently conduct any such proceedings in good faith, (ii) promptly notify each Member in writing (1) of the commencement of any tax audit, examination, or other administrative or judicial proceeding and (2) upon the receipt of a notice of final partnership administrative adjustment or final partnership adjustment, (iii) keep each Member reasonably informed of the progress of any audits, examinations or other administrative or judicial proceedings, (iv) consult with the GATX Member and the Blocker Member in connection with any audits, examinations or other administrative or judicial proceedings about strategy and give such Members the opportunity (at the sole cost and expense of such Members) to attend any scheduled meetings with the Taxing Authority in such audit, examination, or other administrative or judicial proceeding, (v) provide each Member with a reasonable opportunity to comment on material written submissions to any Taxing Authority and consider, in good faith, any reasonable comments on such written submissions. The Notwithstanding any contrary provisions in this Agreement, to the extent any action or intentional omission by the Partnership Representative in its capacity as a “partnership representative” within the meaning of Section 6223(a) of the Code could reasonably be expected to result in a materially adverse impact on the GATX Member or the Blocker Member (or its Affiliates), then the prior written consent of the GATX Member or the Blocker Member, as applicable, shall be authorized required (which consent shall not be unreasonably withheld, conditioned or delayed). (b) If the IRS adjusts any items of Company taxable income, gain, loss, deduction or credit for a given year (a “Review Year”), and required to represent if the Company with all examinations is permitted under Section 6226(a) of the Code and Treasury Regulations to either pay Tax at the Company level or to elect to pass the adjustment through to the Members (a “Push-Out Election”), the Board shall determine whether to make a Push-Out Election. If such a Push-Out Election is made, the Company shall furnish to each Member a statement reflecting the Member’s share of the adjusted items as determined in the written notice of final partnership adjustment, and each such Member shall take such adjusted items into account as required under the Partnership Audit Rules and shall be liable for any related interest, penalty, addition to Tax, or additional amounts. Any Member that fails to take such adjusted items into account as required by the immediately preceding sentence shall indemnify and hold harmless the Company against any Tax collected by any Taxing Authority from the Company as a result of the Member’s failure. In the event a Member (or former Member) fails to pay any amount it is obligated to pay pursuant to this Section 8.2(b) by the deadline established by the Board: (i) the unpaid amount shall accrue interest at a rate reasonably determined by the Board; (ii) the Board may reduce subsequent distributions to such Member by such amount; and (iii) such Member (or former Member) shall be liable to the Company for any costs and damages incurred as a result of the delay in payment (without regard to whether the Company could have mitigated any such costs or damages). (c) In any case where an adjustment of Company taxable income, gain, loss, deduction or credit for a Review Year results in the payment of Tax by the Company (because no Push-Out Election was made or because no Push-Out Election was available), it is intended that the Members shall bear the economic responsibility for the payment of the Tax, penalty and interest paid by the Company in proportion to the manner in which such adjustments made by the IRS or other Taxing Authority would have been allocated to the Members based on their interests in the Company in the Review Year. If the Partnership Representative does not make a Push-Out Election for any reason, and the Company is held directly liable for any additional income Tax, interest, penalty or additional amounts under the Code or other applicable Law as a result of an adjustment to any of the Company’s affairs U.S. federal, state or local Income Tax Returns, each Member shall be required, upon thirty (30) days written demand from the Partnership Representative, to pay the Company its share (as reasonably determined by tax authorities, including resulting administrative and judicial proceedings. The Partnership Representative shall have the sole authority to (1) sign consents, enter into settlement and other agreements with such authorities with respect to any such examinations or proceedings and (ii) to expend the Company’s funds for professional services incurred in connection therewith. In the event of an adjustment resulting in an underpayment of tax, a certified public accountant engaged by the Partnership Representative shall duly and timely elect under section 6226 on behalf of the IRS Code that each Company) of any additional Tax, interest, penalty and additional amounts due (taking into account the effect of any Pull-In Election made by any Member pursuant to Section 8.2(d)). If a Person who was a Member during of the taxable year that was audited personally bear Company in the Review Year has withdrawn from the Company, such former Member shall remain obligated to indemnify the Company and the other Members for such former Member’s proportionate share of the Tax, penalties and interest paid by the Company with respect to the Review Year. In the event a Member (or former Member) fails to pay any tax, interest, addition amount it is obligated to tax, pay pursuant to this Section 8.2(c) by the deadline established by the Board: (i) the unpaid amount shall accrue interest at a rate reasonably determined by the Board; (ii) the Board may reduce subsequent distributions to such Member by such amount; and penalty resulting from (iii) such adjustments and, if Member (or former Member) shall be liable to the Company for any reason, the Company is liable for a tax, interest, addition to tax, or penalty costs and damages incurred as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay delay in payment (without regard to whether the Company an amount equal to could have mitigated any such Person’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne costs or damages). (computed at the rate used to compute the Company’s liabilityd) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportions. The Partnership Representative shall permit all Members who elect in writing to participate in the “pull-in” procedure under Section 6225(c)(2)(B) of the Code and Treasury Regulations thereunder (a “Pull-In Election”). Any Member may participate, and no Member shall be obligated to participate, in any such Pull-In Election. Any economic benefit or burden associated with participating in such procedure will inure to the benefit of or be borne by each Member participating in the procedure to the extent attributable to such Member. No Person shall have the final decision-making authority with respect right to all federal income tax matters involving require any Member to amend a Tax Return pursuant to Section 6225(c)(2) of the Company. The Members agree to cooperate with the Partnership Representative and to do or refrain Code nor prevent any Member from doing any or all things reasonably required by the Partnership Representative to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred by the Partnership Representative in carrying out its obligations hereunder shall be allocated to so, and charged to the Company as an expense of the Company for which the Partnership Representative shall take all actions reasonably necessary to effectuate any determination of any Member pursuant to this Section 8.2(d). (e) Notwithstanding any other provision of this Agreement, (i) any Person who ceases to be reimburseda Member shall be treated as a Member for purposes of this Section 8.2 and (ii) the obligations of a Member pursuant to this Section 8.2 shall survive any redemption or Transfer of a Membership Interest and the termination of this Agreement or the dissolution of the Company.

Partnership Representative. the Manager is h▇▇▇▇▇ designated as the “partnership representative” of the Company for purposes and within the meaning of the New Partnership Audit Rules (the “Partnership Representative”). The Members Company and each Member shall take all reasonable such actions as may be required to avoid the application effect such designation. The Partnership Representative shall designate from time to the Company time a “designated individual” to act on behalf of the centralized partnership audit provisions of sections 6221 through 6241 of the CodePartnership Representative, as amended by the Bipartisan Budget Act of 2015. If, however, and such provisions are found to apply to the Company, a member of the Manager or another appointed designated individual shall act as be subject to replacement by the Partnership Representative for in accordance with the purposes of IRS Code section 6221 through 6241and Treasury Regulations. In To the event extent that the member Partnership Representative does not make an election to apply the alternative method provided by Section 6226 of the Manager is no longer a Member in the Company, and no other individual has been appointed as the Partnership RepresentativeCode (or any analogous provision of state or local tax law), the Partnership Representative shall be have the Majority Interest owner from amongst authority and discretion to determine the Members. If portion of any imputed underpayment (within the Majority Member is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests meaning of the MembersNew Partnership Audit Rules) allocable to each Member. The Partnership Representative shall be authorized and required Each Member agrees to represent the Company with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings. The Partnership Representative shall have the sole authority to (1) sign consents, enter into settlement and other agreements with such authorities with respect to provide any such examinations or proceedings and (ii) to expend the Company’s funds for professional services incurred in connection therewith. In the event of an adjustment resulting in an underpayment of tax, the Partnership Representative shall duly and timely elect under section 6226 of the IRS Code that each Person who was a Member during the taxable year that was audited personally bear any tax, interest, addition to tax, and penalty resulting from such adjustments and, if for any reason, the Company is liable for a tax, interest, addition to tax, or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree to cooperate with the Partnership Representative and to do or refrain from doing any or all things information reasonably required by the Partnership Representative to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred requested by the Partnership Representative in carrying out its obligations hereunder shall be allocated order to and charged to determine whether any imputed underpayment (within the Company as an expense meaning of the Company for which New Partnership Audit Rules) may be modified in a manner consistent with the requirements of Code Section 6225(c), including any information that will enable the Partnership Representative to determine the portion of the imputed underpayment allocable to (A) a “tax-exempt entity” (as defined in Code Section 168(h)(2)), in the case of ordinary income, to a C corporation or, in the case of capital gain or qualified dividend income, to an individual. Each Member agrees that any payment by the Company of a partnership-level tax imposed with respect to the New Partnership Audit Rules shall be reimbursedtreated as paid with respect to such Member. Each Member shall promptly contribute the amount of its allocable share of any partnership-level tax upon request by the Manager and, to the extent a Member does not contribute such amount within 15 days after demand for payment thereof, the Company shall offset such amount against distributions to which such Member would otherwise be subsequently entitled pursuant to Section 4.02 and 4.03 (and such amounts shall be deemed distributed pursuant to those provisions). Each Member hereby agrees to indemnify and hold harmless the Company, the other Members, the Partnership Representative and the Manager from and against any liability (including any liability for partnership-level taxes imposed with respect to the New Partnership Audit Rules) with respect to income attributable to or distributions or other payment to such Member. Each Member agrees, upon the request of the Partnership Representative, to file an amended United States federal income tax return for the taxable year which includes the end of the taxable year to which an imputed underpayment relates and to pay on a timely basis any and all resulting taxes, additions to tax, penalties and interest due in connection with such tax return in accordance with Code Section 6225(c)(2).

Partnership Representative. (a) The Members shall take all reasonable actions to avoid the application to the Company of the centralized partnership audit provisions of sections 6221 through 6241 of the Code, as amended by the Bipartisan Budget Act of 2015. If, however, such provisions are found to apply to the Company, a member of the Manager or another appointed individual shall act as the Partnership Representative for shall be the purposes Managing Member or, if the Managing Member or any of IRS Code section 6221 through 6241. In the event the member of the Manager is its Affiliates no longer a Member owns an interest in the Company, and no other individual has been then such Member as shall be appointed by the Managing Member, as the Partnership Representativedetermined from time to time. If any state or local tax law provides for a tax matters partner, partnership representative or person having similar rights, powers, authority or obligations, the Partnership Representative shall be the Majority Interest owner from amongst the Members. If the Majority Member is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests of the Membersalso serve in such capacity. The Partnership Representative shall designate from time to time a “designated individual” to act on behalf of the Partnership Representative, and such designated individual shall be subject to replacement by the Partnership Representative in accordance with the Code and Treasury Regulations. (b) The Partnership Representative is authorized and required to represent the Company (at the Company’s expense) in connection with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings. The Partnership Representative shall have the sole authority to (1) sign consents, enter into settlement and other agreements with such authorities with respect to any such examinations or proceedings and (ii) to expend the Company’s Company funds for professional services incurred in connection therewith. In The Partnership Representative may employ experienced tax advisors to represent the event Company in connection with any audit or investigation of an adjustment resulting the Company by any tax authority and in an underpayment connection with all subsequent administrative and judicial proceedings arising out of tax, such audit. All expenses reasonably incurred by the Partnership Representative in serving as the Partnership Representative (including but not limited to fees and expenses of counsel and tax advisors) shall duly be a Company expense and timely elect under section 6226 of the IRS Code that each Person who was a Member during the taxable year that was audited personally bear any taxshall be paid or reimbursed, without interest, addition to tax, by the Company. (c) The Partnership Representative shall keep the Members reasonably informed of all administrative and penalty resulting from such adjustments and, if for any reason, judicial proceedings involving the Company is liable for a tax, interest, addition to tax, or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay to the any Company an amount equal to such Person’s proportionate share of such liabilityreturn, as determined required by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportionsCode. The Partnership Representative shall have notify the final decision-making authority Members, within thirty (30) days after it receives any notice from the IRS or any state, local or foreign taxing authority, and shall forward to each Member copies of all material written communications it may receive in that capacity, of (a) any administrative or judicial proceedings with respect to all federal income an examination of, or proposed adjustments to, the income, deductions, gains, losses or credits of the Company, (b) any extension of the statute of limitations with respect to any taxable year of the Company, (c) filing of a request for administrative adjustment with respect to the Company, (d) filing of a suit concerning any tax matters involving refunds or deficiency relating to any Company administrative adjustment or (e) entering into any settlement agreement relating to any Company item of income, gain, loss, deduction or credit for any taxable period of the Company. The Members agree Each Member agrees to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably required by the Partnership Representative to in connection with the conduct of all such proceedings. Any reasonable direct out-of-pocket expense incurred . (d) In the event of an audit of the Company that is subject to the partnership audit procedures enacted under Section 1101 of the Bipartisan Budget Act of 2015 (the “BBA Procedures”), the Partnership Representative, in its sole discretion, shall have the right to make any and all elections and to take any actions that are available to be made or taken by the Partnership Representative in carrying out its obligations hereunder shall be allocated to and charged to or the Company as an expense under the BBA Procedures (including any election under Code Section 6226) that the Partnership Representative believes to be in the best interest of the Company or all of the Members. If the IRS adjusts any items of Company taxable income, gain, loss, deduction or credit for a given year (a “Review Year”), and if the Company is permitted under the applicable provisions of the Code and Treasury Regulations to either pay tax at the Company level or to elect to pass the adjustment through to the Members (a “Pass-Through Election”), the Managing Member shall determine whether to make a Pass-Through Election. In any case where an adjustment of Company taxable income, gain, loss, deduction or credit for a Review Year results in the payment of tax by the Company (because no Pass-Through Election was made or because no Pass-Through Election was available), it is intended that the Members shall bear the economic responsibility for the payment of the tax, penalty and interest paid by the Company in proportion to the manner in which such adjustments made by the IRS would have been allocated to the Members based on their interests in the Company in the Review Year. If a Person who was a Member of the Company in the Review Year has withdrawn from the Company, such former Member shall remain obligated to indemnify the Company and the other Members for such former Member’s proportionate share of the tax, penalties and interest paid by the Company with respect to the Review Year. Each Member hereby agrees to take all other actions as the Partnership Representative may reasonably direct with respect to the Member’s (or, in respect of the Member, the Company’s) tax liabilities, including filing an amended return for any Review Year to account for all adjustments under Section 6225(a) of the Code properly allocable to the Member as provided in and otherwise contemplated by Section 6225(c) of the Code and any Treasury Regulations that may be promulgated thereunder. Notwithstanding anything to the contrary in this Agreement, the Partnership Representative shall not take any action or omit any action that would reasonably be reimbursedexpected to have a disproportionate, material adverse effect on a Member without such other Member’s written consent, which such consent shall not be unreasonably withheld, delayed or conditioned. (e) The provisions of this Section 11.1 shall survive the termination or dissolution of the Company or the termination of any Member’s interest in the Company, any transfer of a Member’s interest in the Company or withdrawal as a Member and shall remain binding on the Member.

Partnership Representative. The Members Manager shall take all reasonable actions designate a Person to avoid act as the application to “partnership representative” for purposes of Section 6223 of the Code and any analogous provision of state, local, or foreign law for a taxable year of the Company to which such analogous provision applies (the “Partnership Representative”). If applicable, the Partnership Representative shall designate the “designated individual” (as such term is defined under Treasury Regulations Section 301.6223-1(b)(3)) in the manner prescribed by the Treasury Regulations. The Partnership Representative shall have all of the centralized partnership audit provisions of sections rights, duties, powers, and obligations provided for in Sections 6221 through 6241 of the Code with respect to the Company, including all decisions regarding elections under Section 6221(b) or Section 6226 of the Code. If (a) the Company becomes liable for any taxes, interest or penalties under Section 6225 of the Code, or under any analogous provision of state, local, or foreign law and (b) the amount of such tax liability that is allocable to a Person that was a Member of the Company for all or a portion of the taxable year to which such liability relates (a “Reviewed Year Member”), including any associated interest and penalties, as amended reasonably determined by the Manager, taking into account (i) the Reviewed Year Member’s share of the Net Income or Net Losses, of specially allocated, individual items of Company income, gain, deduction, and loss, and of credits to which such adjustment and imputed underpayment relate and (ii) other relevant information (for example, the Reviewed Year Member’s obligation (if any) to indemnify, defend, or hold harmless the Company or any other Member for some or all of such adjustment and imputed underpayment (and any associated interest and penalties) or the Reviewed Year Member’s obligations and liabilities (if any) arising from or related to the Reviewed Year Member’s representations, warranties, and covenants pursuant to this Agreement), exceeds the amount of Company funds that otherwise would be then-distributable to the Reviewed Year Member, notwithstanding any other provision of this Agreement, the Reviewed Year Member will contribute to the Company, at least three Business Days prior to the due date of the Company’s payment, the amount of funds required (i.e., the full amount of the payment with respect to the Reviewed Year Member if no Company funds would be then-distributable to the Reviewed Year Member or the amount by which the amount of the payment with respect to the Reviewed Year Member exceeds the amount of Company funds that otherwise would be then distributable to the Reviewed Year Member) to allow the Company to satisfy fully and timely its obligation to pay such taxes, interest, or penalties under Section 6225 of the Code, or under any analogous provision of state, local, or foreign law. Any such amount paid by a Reviewed Year Member to the Company shall not be treated as a Capital Contribution for purposes of any provision herein that affects distributions to the Members. In addition, each of the Partnership Representative and the Manager is authorized to withhold from distributions, if any, then otherwise to be made to one or more of the Reviewed Year Members and to pay to any such taxes, interest, or penalties under Section 6225 of the Code, or under any analogous provision of state, local, or foreign law. Any amount withheld or paid with respect to a Reviewed Year Member pursuant to this SECTION 9.5 shall be treated as an amount distributed to such Reviewed Year Member for all purposes under this Agreement. Each Reviewed Year Member shall furnish the Partnership Representative with such information as the Partnership Representative may reasonably request to permit the Partnership Representative to perform the Partnership Representative’s duties under the Code. The Partnership Representative shall not be liable to the Company, any Member, or any Reviewed Year Member for any act or omission of the Partnership Representative that was in good faith and in the belief that such act or omission was in, or was not opposed to, the best interests of the Company. The Partnership Representative shall be indemnified by the Company in respect of any claim based upon such act or omission, provided that such act or omission does not violate this Agreement and does not constitute gross negligence, fraud, or a willful violation of law. The Partnership Representative shall inform all Members and Reviewed Year Members of all material tax matters of which the Partnership Representative becomes informed by giving the Members and the Reviewed Year Members notice thereof within 30 days after the Partnership Representative’s becoming so informed. The Company shall bear all expenses and costs of the Partnership Representative except to the extent that the Partnership Representative incurred the expense or cost in connection with an act or omission by the Partnership Representative that violates this Agreement or constitutes gross negligence, fraud, or a willful violation of law. The Company’s initial Partnership Representative shall be the initial Manager elected in accordance with this Agreement. If provisions of state or local law analogous to Sections 6221 through 6231 of the Code (as in effect before amendment by the Bipartisan Budget Act of 2015. If, however, such provisions are found to 2015 (P.L. 114-74)) apply to a taxable year of the Company, a member of the Manager or another appointed individual shall act as the Partnership Representative for the purposes of IRS Code section 6221 through 6241. In the event the member of the Manager is no longer a Member in the Company, and no other individual has been appointed as the Partnership Representative, the Partnership Representative shall be serve as the Majority Interest owner from amongst the Members. If the Majority Member is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests of the Members. The Partnership Representative shall be authorized and required to represent the Company with all examinations of the Company’s affairs by “tax authorities, including resulting administrative and judicial proceedings. The Partnership Representative shall have the sole authority to (1) sign consents, enter into settlement and other agreements with such authorities matters partner” with respect to such taxable year, and the provisions of this SECTION 9.5 shall, to the extent applicable, apply to any audit governed by such examinations provisions of state or proceedings local law. This SECTION 9.5 shall survive (i) the termination, liquidation, or dissolution of the Company and (ii) to expend the transfer, redemption, or liquidation of a Member’s interest in the Company’s funds for professional services incurred in connection therewith. In the event of an adjustment resulting in an underpayment of tax, the Partnership Representative shall duly and timely elect under section 6226 of the IRS Code that each Person who was a Member during the taxable year that was audited personally bear any tax, interest, addition to tax, and penalty resulting from such adjustments and, if for any reason, the Company is liable for a tax, interest, addition to tax, or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably required by the Partnership Representative to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred by the Partnership Representative in carrying out its obligations hereunder shall be allocated to and charged to the Company as an expense of the Company for which the Partnership Representative shall be reimbursed.

Partnership Representative. The Members shall take all reasonable actions Managing Member is hereby designated as the “partnership representative” within the meaning of Section 6223 of the Code (and, as applicable, in any similar capacity under state or local tax law) (the “Partnership Representative”) and to avoid represent the application Company in any tax audit, examination or investigation of the Company by any taxing authority or any other tax-related administrative or judicial proceeding with respect to the Company of the centralized partnership audit provisions of sections 6221 through 6241 of the Code, as amended by the Bipartisan Budget Act of 2015. If, however, (any such provisions are found to apply to the Companyproceeding, a member of the Manager or another appointed individual shall act as the Partnership Representative for the purposes of IRS Code section 6221 through 6241. In the event the member of the Manager is no longer a Member in the Company, and no other individual has been appointed as the Partnership Representative, the Partnership Representative shall be the Majority Interest owner from amongst the Members. If the Majority Member is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests of the Members“Tax Proceeding”). The Partnership Representative shall be authorized and required to represent the Company with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings. The Partnership Representative shall have the sole authority to (1) sign consents, enter into settlement and other agreements with such authorities take any actions necessary with respect to any such examinations or proceedings Tax Proceeding and to make any decisions and elections relating thereto in its sole discretion; provided, that (i) BW shall be entitled to fully participate in any Tax Proceeding reasonably expected to materially disproportionately affect BW and (ii) the Company shall not settle or otherwise resolve any such Tax Proceeding that materially disproportionately affects BW without BW’s consent (not to expend the Company’s funds for professional services incurred in connection therewithbe unreasonably withheld, conditioned or delayed). In the event of an adjustment resulting in an underpayment of tax, Each Member shall reasonably cooperate with the Partnership Representative shall duly to give effect to the requirements of and timely elect under section 6226 elections made by the Partnership Representative and provide such information as the Partnership Representative may reasonably request, including any information necessary to reduce the amount of any resulting tax imposed on the IRS Code that each Person who was a Member during the taxable year that was audited personally bear any taxCompany. If, interest, addition to tax, and penalty resulting from such adjustments and, if for any reason, the Company is liable for a tax, interest, addition to tax, tax or penalty as a result of such an auditpenalty, each Person person who was a member Member during the taxable year of the Company that was audited shall pay to the Company an amount equal to such Person’s proportionate be responsible for its share of such liability, as determined by the Manager, liability based on the amount each such Person Member should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses , and the expense for the Company’s payment of such tax, interest, addition to tax, or tax and penalty shall be specially allocated to such Persons Member(s) in such proportions. The Partnership Representative provisions of this Section 5.4 and the obligations of each Member thereunder shall have the final decision-making authority with respect survive a Member’s ceasing to all federal income tax matters involving the Company. The Members agree to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably required by the Partnership Representative to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred by the Partnership Representative in carrying out its obligations hereunder shall be allocated to and charged to the Company as an expense a Member of the Company and will remain binding for which the period of time necessary to resolve any Tax Proceedings. The Partnership Representative shall be reimbursedauthorized to appoint a designated individual who shall have the same rights, obligations, and limitations of the Partnership Representative.

Partnership Representative. the Manager is hereby designated as the “partnership representative” of the Company for purposes and within the meaning of the New Partnership Audit Rules (the “Partnership Representative”). The Members Company and each Member shall take all reasonable such actions as may be required to avoid the application effect such designation. The Partnership Representative shall designate from time to the Company time a “designated individual” to act on behalf of the centralized partnership audit provisions of sections 6221 through 6241 of the CodePartnership Representative, as amended by the Bipartisan Budget Act of 2015. If, however, and such provisions are found to apply to the Company, a member of the Manager or another appointed designated individual shall act as be subject to replacement by the Partnership Representative for in accordance with the purposes of IRS Code section 6221 through 6241and Treasury Regulations. In To the event extent that the member Partnership Representative does not make an election to apply the alternative method provided by Section 6226 of the Manager is no longer a Member in the Company, and no other individual has been appointed as the Partnership RepresentativeCode (or any analogous provision of state or local tax law), the Partnership Representative shall be have the Majority Interest owner from amongst authority and discretion to determine the Members. If portion of any imputed underpayment (within the Majority Member is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests meaning of the MembersNew Partnership Audit Rules) allocable to each Member. The Partnership Representative shall be authorized and required Each Member agrees to represent the Company with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings. The Partnership Representative shall have the sole authority to (1) sign consents, enter into settlement and other agreements with such authorities with respect to provide any such examinations or proceedings and (ii) to expend the Company’s funds for professional services incurred in connection therewith. In the event of an adjustment resulting in an underpayment of tax, the Partnership Representative shall duly and timely elect under section 6226 of the IRS Code that each Person who was a Member during the taxable year that was audited personally bear any tax, interest, addition to tax, and penalty resulting from such adjustments and, if for any reason, the Company is liable for a tax, interest, addition to tax, or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree to cooperate with the Partnership Representative and to do or refrain from doing any or all things information reasonably required by the Partnership Representative to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred requested by the Partnership Representative in carrying out its obligations hereunder shall be allocated order to and charged to determine whether any imputed underpayment (within the Company as an expense meaning of the Company for which New Partnership Audit Rules) may be modified in a manner consistent with the requirements of Code Section 6225(c), including any information that will enable the Partnership Representative to determine the portion of the imputed underpayment allocable to (A) a “tax-exempt entity” (as defined in Code Section 168(h)(2)), in the case of ordinary income, to a C corporation or, in the case of capital gain or qualified dividend income, to an individual. Each Member agrees that any payment by the Company of a partnership-level tax imposed with respect to the New Partnership Audit Rules shall be reimbursedtreated as paid with respect to such Member. Each Member shall promptly contribute the amount of its allocable share of any partnership-level tax upon request by the Manager and, to the extent a Member does not contribute such amount within 15 days after demand for payment thereof, the Company shall offset such amount against distributions to which such Member would otherwise be subsequently entitled pursuant to Section 4.02 and 4.03 (and such amounts shall be deemed distributed pursuant to those provisions). Each Member hereby agrees to indemnify and hold harmless the Company, the other Members, the Partnership Representative and the Manager from and against any liability (including any liability for partnership-level taxes imposed with respect to the New Partnership Audit Rules) with respect to income attributable to or distributions or other payment to such Member. Each Member agrees, upon the request of the Partnership Representative, to file an amended United States federal income tax return for the taxable year which includes the end of the taxable year to which an imputed underpayment relates and to pay on a timely basis any and all resulting taxes, additions to tax, penalties and interest due in connection with such tax return in accordance with Code Section 6225(c)(2).

Partnership Representative. The Members shall take all reasonable actions to avoid the application to the Company of the centralized partnership audit provisions of sections 6221 through 6241 of the Code, as amended by the Bipartisan Budget Act of 2015. If, however, such provisions are found to apply to the Company, a member of the Manager or another appointed individual shall act as the Partnership Representative for the purposes of IRS Code section 6221 through 6241. In the event the member of the Manager is no longer a Member in the Company, and no other individual has been appointed as the Partnership Representative, the Partnership Representative shall be the Majority Interest owner from amongst the Members. If the Majority Member is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests of the Members. Cardone Equity Fund VI, LLC C-7 Operating Agreement The Partnership Representative shall be authorized and required to represent the Company with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings. The Partnership Representative shall have the sole authority to (1) sign consents, enter into settlement and other agreements with such authorities with respect to any such examinations or proceedings and (ii) to expend the Company’s funds for professional services incurred in connection therewith. In the event of an adjustment resulting in an underpayment of tax, the Partnership Representative shall duly and timely elect under section 6226 of the IRS Code that each Person who was a Member during the taxable year that was audited personally bear any tax, interest, addition to tax, and penalty resulting from such adjustments and, if for any reason, the Company is liable for a tax, interest, addition to tax, or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably required by the Partnership Representative to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred by the Partnership Representative in carrying out its obligations hereunder shall be allocated to and charged to the Company as an expense of the Company for which the Partnership Representative shall be reimbursed.

Partnership Representative. (a) The Members shall take all reasonable actions to avoid General Partner is hereby designated as the application “Partnership Representative” for purposes of Code Sections 6221 through 6241. Each Limited Partner hereby consents to the Company of the centralized partnership audit provisions of sections 6221 through 6241 of the Code, as amended by the Bipartisan Budget Act of 2015. If, however, such provisions are found to apply to the Company, a member of the Manager or another appointed individual shall act General Partner serving as the Partnership Representative for the purposes and agrees that, upon request of IRS Code section 6221 through 6241. In the event the member of the Manager is no longer a Member in the Company, and no other individual has been appointed as the Partnership Representative, it shall execute, acknowledge, deliver, file and record at the Partnership Representative shall appropriate public offices such documents as may be the Majority Interest owner from amongst the Members. If the Majority Member is unable necessary or unwilling appropriate to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests of the Members. evidence such consent. (b) The Partnership Representative shall be authorized and required to represent the Company Partnership (at the expense of the Partnership) in connection with all examinations of the CompanyPartnership’s affairs by tax authorities, including resulting administrative and judicial proceedings. The Partnership Representative shall have the sole authority , and to (1i) sign consents, enter into settlement and other agreements with such authorities with respect to any such examinations or proceedings and (ii) to expend the CompanyPartnership’s funds for professional services incurred in connection therewith. In the event of an adjustment resulting in an underpayment of tax, the . (c) The Partnership Representative shall duly may, in its discretion, cause the Partnership, in connection with any audit or proposed adjustment by the Internal Revenue Service, to make a valid election pursuant to Code Section 6226 and timely elect under section 6226 to comply with any requirements necessary to the continued validity of the IRS Code that such election and accordingly to require each Person who was a Member Limited Partner during the taxable year of Partnership that was audited (a “Review Year”) to personally bear any tax, interest, addition to tax, interest and penalty resulting from adjustments based on such adjustments andaudit, and shall notify each such Person (and the Internal Revenue Service) of its share of such audit adjustments. Each Limited Partner agrees to the foregoing, even if for such Person is no longer a Limited Partner. (d) In the event that the Partnership is unable (or otherwise fails) to make an election pursuant to Code Section 6226 and the Partnership is subject to an entity-level tax (including any reason, the Company is liable for a tax, interest, addition to tax, or penalty penalties related thereto, an “Entity Tax”) as a result of such an auditadjustments to items of income, gain, deduction, loss or credit of the Partnership for any Review Year, then (i) each Limited Partner agrees that each Person who was a member Limited Partner during the taxable year of the Partnership that was audited audited, even if such Person is no longer a Limited Partner, shall pay to the Company Partnership an amount equal to such Person’s proportionate share of such liability, as determined by the ManagerGeneral Partner, based on the amount each such Person should have borne (computed at the tax rate used to compute the CompanyPartnership’s liability, as may be adjusted pursuant to clause (ii) below) had the CompanyPartnership’s tax return for such taxable year reflected the audit adjustment. The expenses , and the expense for the CompanyPartnership’s payment of such tax, interest, addition to tax, or penalty Entity Tax shall be specially allocated to such Persons (or their successors) in such proportionsproportions and (ii) the General Partner shall use commercially reasonable efforts to (x) if a Limited Partner was a tax-exempt entity during such Review Year, reduce the amount of such Entity Tax liability owed by the Partnership on account of the tax-exempt status of such Limited Partner as provided in Code Section 6225(c)(3), (y) if a Limited Partner was a C corporation or an individual (as determined pursuant to the revised partnership audit procedures created pursuant to the Bipartisan Budget Agreement Act of 2015) during such Review Year, reduce the amount of such Entity Tax liability owed by the Partnership on account of such status as provided in Code Section 6225(c)(4), and (z) reduce, to the extent possible, the Entity Tax liability based on any other provisions of the Code or Treasury Regulations thereunder that may be applicable in such circumstance. (e) The General Partner is specifically directed and authorized to take whatever steps it deems necessary or desirable (in its sole discretion) to perfect the General Partner’s designation as Partnership Representative, including, without limitation, filing any forms or documents with the Internal Revenue Service and taking such other action as the General Partner in its discretion determines may from time to time be required or advisable under Treasury Regulations. The Without limiting the generality of the foregoing, the Partnership Representative shall have has the final decision-making sole and absolute authority to make any elections on behalf of the Partnership permitted to be made pursuant to Section 754 or any other section of the Code or the Treasury Regulations promulgated thereunder. Each Limited Partner hereby consents to the Partnership Representative extending the statute of limitations with respect to such Limited Partner regarding Partnership tax items (without the further consent of such Limited Partner being required) and settling any dispute with a taxing authority for the Partnership. (f) The provisions of this Section 16.18 shall survive the termination of the Partnership and shall remain binding on the Limited Partners for as long a period of time as is necessary to resolve with the Internal Revenue Service any and all matters regarding the U.S. federal income taxation of the Partnership or the Limited Partners, and for the Limited Partners to satisfy their obligations hereunder. Each Limited Partner shall file tax matters involving the Company. The Members agree to cooperate returns consistent with the Partnership Representative and to do or refrain from doing any or all things reasonably required by the Partnership Representative to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred by the Partnership Representative in carrying out its obligations hereunder shall be allocated to and charged to the Company as an expense tax treatment of the Company for which the Partnership Representative shall be reimbursedPartnership’s tax returns.

Partnership Representative. The Members Manager shall take all reasonable actions to avoid the application to designate each year a “partnership representative” of the Company for purposes of Section 6223 of the centralized partnership audit provisions Code and the Treasury Regulations promulgated thereunder (the “Partnership Representative”), which may be the Manager and shall be the Manager if no other person is designated. The Partnership Representative shall have all of sections 6221 the powers and responsibilities of such position as provided in the Code and any Treasury Regulations thereunder and may take any action contemplated by Sections 6222 through 6241 of the Code, as amended by any Treasury Regulations or other guidance thereunder and any comparable state or local law (the Bipartisan Budget Act of 2015“Partnership Tax Audit Rules”). If, however, such provisions are found to apply to the Company, a member of the Manager or another appointed individual shall act as the Partnership Representative for the purposes of IRS Code section 6221 through 6241. In the event the member of the Manager is no longer a Member in the Company, and no other individual has been appointed as the Partnership Representative, the Partnership Representative shall be the Majority Interest owner from amongst the Members. If the Majority Member is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests of the Members. The Partnership Representative shall be authorized and required to represent the Company with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings. The Partnership Representative shall have the sole authority to (1) sign consents, enter into settlement and other agreements with such authorities with respect to any such examinations or proceedings and (ii) to expend the Company’s funds for professional services incurred in connection therewith. In the event of an adjustment resulting in an underpayment of tax, the Partnership Representative shall duly and timely elect under section 6226 of the IRS Code that each Person who was a Member during the taxable year that was audited personally bear any tax, interest, addition to tax, and penalty resulting from such adjustments and, if for any reason, the Company is liable for a tax, interest, addition to tax, or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The All expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably required by the Partnership Representative to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred by the Partnership Representative in carrying out its obligations hereunder connection with the Company shall be allocated to and charged borne by the Company. Any amounts paid by the Partnership Representative on behalf of the Company shall constitute an advance to the Company subject to reimbursement and not a contribution to its capital. The Partnership Representative is authorized to employ such accountants, attorneys and agents as an expense it determines are necessary to or useful in the performance of its duties. Any person who serves as Partnership Representative shall not be liable to the Company or any Member for any action it takes or fails to take in such capacity, unless such action or failure to act constitutes bad faith, willful misconduct, gross negligence, fraud or a material breach of this Agreement. Upon the Company’s request, each Member shall provide to the Company within the required time frame any information that the Partnership Representative believes may be necessary or appropriate to resolve any tax issue relating to the Company or comply with or be eligible to invoke any aspect of the Partnership Tax Audit Rules. Notwithstanding any provision of this Agreement to the contrary, any taxes, penalties, and interest payable by the Company for which under the Partnership Tax Audit Rules shall be treated as attributable to the Members, and, to the extent possible, the Partnership Representative shall allocate the burden of any such amounts to those Members to whom such amounts are reasonably attributable. To the extent that any such amount is payable by the Company, at the option of the Partnership Representative, the Members to whom such amounts are reasonably attributable, including persons that were Members in the year that is the subject of such audit, shall (a) be reimbursedpromptly paid to the Company by such Member or (b) be paid by reducing the amount of the current or next succeeding distribution or distributions which would otherwise have been made to such Member. The Company shall indemnify the Partnership Representative as provided in Section 7.4. In the event of a Transfer of a Member’s Membership Interest, the transferor Member’s obligations under this Section 9.3 shall survive such transfer and such transferor Member shall continue to be liable for any taxes, penalties, and interest payable by the Company under the Partnership Audit Rules that are reasonably attributable to such transferor Member.

Partnership Representative. The Members officer serving in the capacity of chief financial officer, chief accounting officer or treasurer of the Company, or such other Person so designated by the Manager, shall take all reasonable actions to avoid be the application to "partnership representative" of the Company within the meaning of Section 6223(a) of the centralized partnership audit provisions of sections 6221 through 6241 of Code (the Code, "Partnership Representative") as amended by included in the Bipartisan Budget Act of 2015. If, howeveras such, such provisions are found to apply to the Company, a member of the Manager or another appointed individual shall act as the Partnership Representative for the purposes of IRS Code section 6221 through 6241. In the event the member of the Manager is no longer a Member in the Company, and no other individual has been appointed as the Partnership Representative, the Partnership Representative shall be the Majority Interest owner from amongst the Members. If the Majority Member is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests of the Members. The Partnership Representative shall be authorized and required to represent the Company (at the Company's expense) in connection with all examinations of the Company’s 's affairs by tax authorities, including resulting administrative and judicial proceedings. The Partnership Representative shall have the sole authority to (1) sign consents, enter into settlement and other agreements with such authorities with respect to any such examinations or proceedings and (ii) to expend the Company’s 's funds for professional services and reasonably incurred in connection therewith. In the event of an adjustment resulting in an underpayment of tax, the Partnership Representative shall duly and timely elect under section 6226 of the IRS Code that each Person who was a Each Member during the taxable year that was audited personally bear any tax, interest, addition to tax, and penalty resulting from such adjustments and, if for any reason, the Company is liable for a tax, interest, addition to tax, or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree agrees to cooperate with the Partnership Representative Company and to do or refrain from doing any or all things reasonably required requested by the Company with respect to the conduct of such proceedings. Notwithstanding the authority granted to the Partnership Representative hereunder, all non- ministerial decisions regarding tax elections (except where the election is expressly authorized to be made by the Manager hereby), audit, tax litigation, settlement and other tax matters shall be subject to the prior written approval of the Manager. For example, but not by way of limitation, the Partnership Representative shall not take any position or action with the IRS without the prior written approval of the Manager, including but not limited to, any decision (i) to enter into any settlement or other agreement with the IRS or any tax other authority that purports to bind any Member other than the Partnership Representative; (ii) to file a request for an administrative adjustment with the IRS or file a petition for judicial review with respect to any such request, or (iii) to extend the statute of limitations for assessing or computing any tax liability against the Company (or the amount or character of any Company tax items. The Partnership Representative shall furnish to the Members a copy of all notices or other written communications received by the Partnership Representative or the Company from the IRS or any other taxing authorities promptly after receipt of such communication. The Partnership Representative shall notify the Members of all communications it has had with the IRS or any other taxing authorities and shall keep the Members informed of all matters which may come to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred its attention in its capacity as Partnership Representative by giving the Members written notice thereof within five days after the Partnership Representative in carrying out its obligations hereunder shall becomes informed of any such matter or within such shorter period as may be allocated required by the appropriate statutory or regulatory provisions. In the event of any Company-level proceeding instituted by the IRS pursuant to and charged to the Company as an expense Sections 6221 through 6233 of the Company for which Code, the Partnership Representative shall consult with the Manager regarding the nature and content of all action and defense to be reimbursedtaken by the Company in response to such proceeding. The Partnership Representative also shall consult with the Manager regarding the nature and content of any proceeding pursuant to Sections 6221 through 6233 of the Code instituted by or on behalf of the Company (including the decision to institute proceedings, whether administrative or judicial, and whether in response to a previous IRS proceeding against the Company or otherwise). Notwithstanding anything herein to the contrary, it is agreed that to the extent available, the Partnership Representative shall cause the Company to make, and the Company shall make, the election contemplated by Section 622l(b). In addition, the Manager shall have the right, in its sole discretion, to make an election to change the tax treatment of the Company, including to elect to have the Company taxed as a corporation.

Partnership Representative. The Members shall take all reasonable actions to avoid Board may appoint and replace a “partnership representative” (as such term is defined in Code Section 6223(a)) (the application to “Partnership Representative”). The initial Partnership Representative of the Company of the centralized partnership audit provisions of sections 6221 through 6241 of the Code, as amended by the Bipartisan Budget Act of 2015. If, however, such provisions are found to apply to the Company, a member of the Manager or another appointed individual shall act as the Partnership Representative for the purposes of IRS Code section 6221 through 6241. In the event the member of the Manager is no longer a Member in the Company, and no other individual has been appointed as the Partnership Representative, the Partnership Representative shall be the Majority Interest owner from amongst the Members. If the Majority Member is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests of the MembersMN8. The Partnership Representative shall have the power to appoint a “designated individual” within the meaning of Section. § 301.6223-1(b)(3) of the Regulations and to replace such individual from time to time. The Partnership Representative shall perform its duties under the direction and guidance of the Board and shall be authorized and required to represent the Company (at the Company’s expense), subject to the restrictions set forth in this Section 9.1, in connection with all examinations of the Company’s affairs by tax authorities, including any resulting administrative and judicial proceedings. The Partnership Representative shall have the sole authority to (1) sign consents, enter into settlement and other agreements with such authorities with respect to any such examinations or proceedings and (ii) to expend the Company’s Company funds for professional services reasonably incurred in connection therewith. In the event of an adjustment resulting in an underpayment of tax, the Partnership Representative shall duly Each Member and timely elect under section 6226 of the IRS Code former Member that each Person who was a Member held any Membership Interests during the taxable year that was audited personally bear any tax, interest, addition to tax, and penalty resulting from such adjustments and, if for any reason, the Company is liable for a tax, interest, addition to tax, or penalty as a result of such reviewed Fiscal Year (an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability“Interested Member”) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree agrees to cooperate with the Partnership Representative Company and to do or refrain from doing any or all things reasonably required requested by the Partnership Representative Company with respect to the conduct of such proceedings. Any reasonable direct out-of-pocket expense incurred by the The Partnership Representative shall notify the Interested Members in carrying out its obligations hereunder shall be allocated to and charged writing within ten (10) Business Days of the initiation of, or receipt of notice regarding, any examination, audit or other tax proceeding relating to the Company as an expense Company, and will keep the Interested Members reasonably informed of the Company for progress of any such examinations, audits or other proceedings, shall provide the Interested Members with information on a full and timely basis, and shall not settle any examination or controversy concerning the Company’s affairs by tax authorities without the written consent of the Board, which consent shall not be unreasonably withheld or delayed. Subject to the consent of the Board, the Partnership Representative shall determine whether any partnership adjustment to each Interested Member shall be reimbursedmade through the application of the procedures established pursuant to Code Section 6225(c) or through an election and the furnishing of statements pursuant to Code Section 6226. Each Member further agrees to cooperate in taking such actions as may be required to cause any election made by the Company to be effective and to provide the Partnership Representative with documentation necessary in connection with its compliance with the provisions of this Section 9.

Partnership Representative. (a) The Members shall take all reasonable actions to avoid the application to “Partnership Representative” (as such term is defined under Partnership Audit Provisions) of the Company of the centralized partnership audit provisions of sections 6221 through 6241 of the Code, as amended shall be selected by the Bipartisan Budget Act of 2015Managing Member with the initial Partnership Representative being Clear Secure. IfThe Partnership Representative may retain, howeverat the Company’s expense, such provisions are found to apply to the Companyoutside counsel, a member of the Manager or another appointed individual shall act accountants and other professional consultants as the Partnership Representative for the purposes of IRS Code section 6221 through 6241. In the event the member of the Manager is no longer a Member it may reasonably deem necessary in the Company, and no other individual has been appointed course of fulfilling its obligations as the Partnership Representative, the Partnership Representative shall be the Majority Interest owner from amongst the Members. If the Majority Member is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests of the Members. The Partnership Representative is authorized to take, and shall be authorized and required to represent determine in its sole discretion whether or not the Company with will take, such actions and execute and file all examinations statements and forms on behalf of the Company’s affairs Company that are approved by tax authorities, including resulting administrative the Managing Member and judicial proceedings. The Partnership Representative shall have are permitted or required by the sole authority to (1) sign consents, enter into settlement and other agreements with such authorities with respect to any such examinations or proceedings and (ii) to expend the Company’s funds for professional services incurred in connection therewith. In the event applicable provisions of an adjustment resulting in an underpayment of tax, the Partnership Representative shall duly and timely elect Audit Provisions (including a “push-out” election under section Section 6226 of the IRS Code that each Person who was a or any analogous election under state or local tax Law). Each Member during the taxable year that was audited personally bear any tax, interest, addition to tax, and penalty resulting from such adjustments and, if for any reason, the Company is liable for a tax, interest, addition to tax, or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree agrees to cooperate with the Partnership Representative and to use commercially reasonable efforts to do or refrain from doing any or all things reasonably required requested by the Partnership Representative (including paying any and all resulting taxes, additions to conduct tax, penalties and interest in a timely fashion) in connection with any examination of the Company’s affairs by any federal, state, or local tax authorities, including resulting administrative and judicial proceedings. (b) In the event that the Partnership Representative has not caused the Company to make a “push-out” election pursuant to Section 6226 of the Partnership Audit Provisions, then any “imputed underpayment” (as determined in accordance with Section 6225 of the Partnership Audit Provisions) or partnership adjustment that does not give rise to an imputed underpayment shall be apportioned among the Members of the Company for the taxable year in which the adjustment is finalized in such proceedings. Any reasonable direct out-of-pocket expense incurred manner as may be necessary (as determined by the Partnership Representative in carrying out its obligations hereunder good faith) so that, to the maximum extent possible, the tax and economic consequences of the imputed underpayment or other partnership adjustment and any associated interest and penalties (any such amount, an “Imputed Underpayment Amount”) are borne by the Members based upon their Percentage Interests in the Company for the reviewed year. Imputed Underpayment Amounts also shall include any imputed underpayment within the meaning of Section 6225 of the Partnership Audit Provisions paid (or payable) by any entity treated as a partnership for U.S. federal income tax purposes in which the Company holds (or has held) a direct or indirect interest other than through entities treated as corporations for U.S. federal income tax purposes to the extent that the Company bears the economic burden of such amounts, whether by Applicable Law or contract. (c) Each Member agrees to indemnify and hold harmless the Company from and against any liability with respect to such Member’s share of any tax deficiency paid or payable by the Company that is allocable to the Member as determined in accordance with Section 6.01(b) with respect to an audited or reviewed taxable year for which such Member was a partner in the Company. Any obligation of a Member pursuant to this Section 6.01(c) shall be allocated implemented through adjustments to and charged distributions otherwise payable to such Member as determined in accordance with Section 5.03; provided, however, that, at the written request of the Partnership Representative, each Member or former Member may be required to contribute to the Company such Member’s Imputed Underpayment Amount imposed on and paid by the Company; provided, further, that if a Member or former Member individually directly pays, pursuant to the Partnership Audit Provisions, any such Imputed Underpayment Amount, then such payment shall reduce any offset to distribution or required capital contribution of such Member or former Member. Any amount withheld from distributions pursuant to this Section 6.01(c) shall be treated as an expense amount distributed to such Member or former Member for all purposes under this Agreement. For the avoidance of doubt, the obligations of a Member set forth in this Section 6.01(c) shall survive the withdrawal of a Member from the Company for which the Partnership Representative shall be reimbursedor any Transfer of a Member’s interest.

Partnership Representative. The Members Tax Compliance Person shall take all reasonable actions to avoid act as the application to “partnership representative” of Topco within the Company meaning of Section 6223(a) of the centralized partnership audit provisions of sections 6221 through 6241 of the CodeIRC, as amended by the U.S. Bipartisan Budget Act of 2015. If, however, such provisions are found to apply to the Company, a member The partnership representative shall have all of the Manager or another appointed individual shall act as the Partnership Representative rights, duties, powers and obligations provided for the purposes of IRS Code section in Sections 6221 through 6241. In the event the member 6231 of the Manager is no longer a Member IRC, as amended by the U.S. Bipartisan Budget Act of 2015. Notwithstanding the foregoing, Rainbow Capital, in its sole discretion, may designate another person to replace the CompanyTax Compliance Person as “partnership representative”, and no other individual has been appointed as the Partnership Representativesuch person shall have all such rights, duties, powers and obligations. The partnership representative shall promptly notify Rainbow Capital, the Partnership Representative shall be Tax Compliance Person (if it is not the Majority Interest owner from amongst the Members. If the Majority Member is unable or unwilling to servepartnership representative at that time) and, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests of the Members. The Partnership Representative shall be authorized and required to represent the Company with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings. The Partnership Representative shall have the sole authority to (1) sign consents, enter into settlement and other agreements with such authorities with respect to any such examinations or proceedings and (ii) to expend taxable period during which the Company’s funds for professional services incurred in connection therewith. In the event Coty Shareholder Group held an Equity Percentage of an adjustment resulting in an underpayment of taxat least 15%, the Partnership Representative Coty Parent of any notices that it receives related to a U.S. tax proceedings, and shall duly and timely elect under section 6226 inform such persons of the IRS Code that each Person who was a Member during status of such tax proceedings. Notwithstanding the taxable year that was audited personally bear any tax, interest, addition to tax, and penalty resulting from such adjustments and, if for any reasonforegoing, the Company is liable for a taxpartnership representative shall be subject to the control of the Bidco Board and shall not settle or otherwise compromise any issue in any examination, interestaudit or other proceeding with any Taxation Authority without first obtaining approval of the Bidco Board. The partnership representative shall determine whether any Imputed Underpayment Amount can be reduced pursuant to Sections 6225(c)(2)(B), addition (3), (4) or (5) of the IRC and any similar provisions of state or local laws. Each Shareholder hereby agrees to taxcooperate to provide any information or take such other actions as may be reasonably requested by the partnership representative in order to make such determination. Notwithstanding the foregoing, the partnership representative shall not require any Shareholder to file an amended Tax Return. A Shareholder’s obligation to comply with this Clause 9.1(f) shall survive the transfer, assignment or penalty as a result liquidation of such an audit, each Person who was a member during the taxable year that was audited Shareholder’s interest in Topco. The partnership representative shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined receive no compensation for its services. All third party costs and expenses incurred by the Manager, based on the amount each partnership representative in performing its duties as such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree to cooperate with the Partnership Representative including legal and to do or refrain from doing accounting fees and any or all things reasonably required by the Partnership Representative to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred by the Partnership Representative in carrying out its obligations hereunder expenses) shall be allocated to and charged to the Company as an expense of the Company for which the Partnership Representative shall be reimbursedborne by Topco.

Partnership Representative. The Members shall take all reasonable actions For taxable years beginning prior to avoid January 1, 2018, the application Manager will continue to be the 'tax matters partner' of the Company designated pursuant to Code Section 6231(a)(7). For taxable years beginning on or after January 1, 2018, the Manager will be the 'partnership representative' of the centralized partnership audit provisions Company under Code Section 6223 (as in effect following the effective date of sections 6221 through 6241 Section 1101 of the Code, as amended by the Bipartisan Budget Act of 2015). IfThe tax matters partner or the partnership representative, howeveras applicable, such provisions are found to apply will notify the Members and the Executive Committee upon the receipt of any correspondence from any federal, state or local tax authorities relating to the Company, a member Company by delivering written notice to the Members within five (5) Business Days after becoming aware of any such matter. The tax matters partner and the partnership representative may not take any action on behalf of the Manager or another appointed individual shall act as Company without the Partnership Representative for the purposes of IRS Code section 6221 through 6241. In the event the member prior approval of the Manager is no longer a Member in the CompanyExecutive Committee, and no other individual has been appointed as the Partnership Representativewhich approval shall not be unreasonably withheld, the Partnership Representative shall be the Majority Interest owner from amongst the Members. If the Majority Member is unable delayed or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests of the Membersconditioned. The Partnership Representative shall be authorized and required to tax matters partner or the partnership representative, as applicable, will represent the Company (at the Company's expense) in connection with all examinations of the Company’s 's affairs by tax authoritiesauthorities including, including without limitation, resulting judicial and administrative proceedings, and may expend Company funds for third-party professional services and costs associated therewith. Each Member (and its tax advisors) shall have the right to participate in all meetings or telephone calls with any taxing authority and in any tax proceedings. The tax matters partner or the partnership representative, as applicable, will coordinate and supervise the Company's tax affairs and will keep each Member informed of any and all administrative and judicial proceedingsproceedings relating to the adjustment, at the entity level, of any Company tax items, except for routine or minor events. The Partnership Representative shall have tax matters partner or the sole authority to (1) sign consents, enter into settlement and other agreements with such authorities with respect to any such examinations or proceedings and (ii) to expend the Company’s funds for professional services incurred in connection therewith. In the event of an adjustment resulting in an underpayment of tax, the Partnership Representative shall duly and timely elect under section 6226 of the IRS Code that each Person who was a Member during the taxable year that was audited personally bear any tax, interest, addition to tax, and penalty resulting from such adjustments and, if for any reason, the Company is liable for a tax, interest, addition to tax, or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liabilitypartnership representative, as determined by the Managerapplicable, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return will be reimbursed for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably required by the Partnership Representative to conduct such proceedings. Any reasonable direct out-of-pocket expense costs incurred by while acting as the Partnership Representative in carrying out its obligations hereunder shall be allocated to and charged to tax matters partner or the Company partnership representative, as an expense applicable, of the Company Company. If for which the Partnership Representative shall be reimbursed.any DocuSign Envelope ID: 2EA920D7-EEDF-4D2A-A57E-5C916CC407AA

Partnership Representative. (a) The Members shall take all reasonable actions to avoid the application to “Partnership Representative” (as such term is defined under Partnership Audit Provisions) of the Company of the centralized partnership audit provisions of sections 6221 through 6241 of the Code, as amended shall be selected by the Bipartisan Budget Act of 2015Managing Member with the initial Partnership Representative being RocketCo. IfThe Partnership Representative may retain, howeverat the Company’s expense, such provisions are found to apply to the Companyoutside counsel, a member of the Manager or another appointed individual shall act accountants and other professional consultants as the Partnership Representative for the purposes of IRS Code section 6221 through 6241. In the event the member of the Manager is no longer a Member it may reasonably deem necessary in the Company, and no other individual has been appointed course of fulfilling its obligations as the Partnership Representative, the Partnership Representative shall be the Majority Interest owner from amongst the Members. If the Majority Member is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests of the Members. The Partnership Representative is authorized to take, and shall be authorized and required to represent determine in its sole discretion whether or not the Company with will take, such actions and execute and file all examinations statements and forms on behalf of the Company’s affairs Company that are approved by tax authorities, including resulting administrative the Managing Member and judicial proceedings. The Partnership Representative shall have are permitted or required by the sole authority to (1) sign consents, enter into settlement and other agreements with such authorities with respect to any such examinations or proceedings and (ii) to expend the Company’s funds for professional services incurred in connection therewith. In the event applicable provisions of an adjustment resulting in an underpayment of tax, the Partnership Representative shall duly and timely elect Audit Provisions (including a “push-out” election under section Section 6226 of the IRS Code that each Person who was a or any analogous election under state or local tax Law). Each Member during the taxable year that was audited personally bear any tax, interest, addition to tax, and penalty resulting from such adjustments and, if for any reason, the Company is liable for a tax, interest, addition to tax, or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree agrees to cooperate with the Partnership Representative and to use commercially reasonable efforts to do or refrain from doing any or all things reasonably required requested by the Partnership Representative (including paying any and all resulting taxes, additions to conduct tax, penalties and interest in a timely fashion) in connection with any examination of the Company’s affairs by any federal, state, or local tax authorities, including resulting administrative and judicial proceedings. (b) In the event that the Partnership Representative has not caused the Company to make a “push-out” election pursuant to Section 6226 of the Partnership Audit Provisions, then any “imputed underpayment” (as determined in accordance with Section 6225 of the Partnership Audit Provisions) or partnership adjustment that does not give rise to an imputed underpayment shall be apportioned among the Members of the Company for the taxable year in which the adjustment is finalized in such proceedings. Any reasonable direct out-of-pocket expense incurred manner as may be necessary (as determined by the Partnership Representative in carrying out its obligations hereunder good faith) so that, to the maximum extent possible, the tax and economic consequences of the imputed underpayment or other partnership adjustment and any associated interest and penalties (any such amount, an “Imputed Underpayment Amount”) are borne by the Members based upon their Percentage Interests in the Company for the reviewed year. Imputed Underpayment Amounts also shall include any imputed underpayment within the meaning of Section 6225 of the Partnership Audit Provisions paid (or payable) by any entity treated as a partnership for U.S. federal income tax purposes in which the Company holds (or has held) a direct or indirect interest other than through entities treated as corporations for U.S. federal income tax purposes to the extent that the Company bears the economic burden of such amounts, whether by Applicable Law or contract. (c) Each Member agrees to indemnify and hold harmless the Company from and against any liability with respect to such Member’s share of any tax deficiency paid or payable by the Company that is allocable to the Member as determined in accordance with Section 6.01(b) with respect to an audited or reviewed taxable year for which such Member was a partner in the Company. Any obligation of a Member pursuant to this Section 6.01(c) shall be allocated implemented through adjustments to and charged distributions otherwise payable to such Member as determined in accordance with Section 5.03; provided, however, that, at the written request of the Partnership Representative, each Member or former Member may be required to contribute to the Company such Member’s Imputed Underpayment Amount imposed on and paid by the Company; provided, further, that if a Member or former Member individually directly pays, pursuant to the Partnership Audit Provisions, any such Imputed Underpayment ▇▇▇▇▇▇, then such payment shall reduce any offset to distribution or required capital contribution of such Member or former Member. Any amount withheld from distributions pursuant to this Section 6.01(c) shall be treated as an expense amount distributed to such Member or former Member for all purposes under this Agreement. For the avoidance of doubt, the obligations of a Member set forth in this Section 6.01(c) shall survive the withdrawal of a Member from the Company for which the Partnership Representative shall be reimbursedor any Transfer of a Member’s interest.

Partnership Representative. (a) ▇▇▇▇ ▇▇▇▇▇ is hereby designated to serve as the “partnership representative” of the LLC for purposes of the Budget Act (as defined below). The Board of Managers shall designate an individual who is qualified to act as the “designated individual” as defined in the Treasury Regulations issued pursuant to Code Section 6223 (and any similar provisions of state or local law) to act as the designated individual on behalf of the LLC (the “DI”) to serve until his or her resignation or removal by the Board of Managers; provided that the partnership representative and DI shall not take any action without prior approval of the Board of Managers, and (if the DI is not a Member already a party to this Agreement) shall sign an agreement to be bound by the provisions of this Section 8.8. The Member identified on Exhibit B as the DI shall be the initial DI, and if ceases to be a Manager, the Board of Managers shall appoint a new DI. (b) The LLC shall be authorized to take any and all actions that the “partnership representative,” and (subject to approval of the Board of Managers) the DI shall be authorized to take any and all actions that the “designated individual,” in each case is authorized to take with respect to taxable years of the LLC to which the provisions of the Budget Act relating to partnership audits apply. The LLC, partnership representative and the DI shall use their commercially reasonable efforts to apply the rules and elections under the Budget Act in a manner that minimizes the likelihood that any Member would bear any material tax as a result of any audit or proceeding that is attributable to another Member (other than a predecessor in interest). Subject to approval of the Board of Managers, the LLC, partnership representative and the DI are hereby authorized to take any action required to cause the financial burden of any “imputed underpayment” (as determined under Code Section 6225) (an “Imputed Underpayment”) and associated interest, adjustments to tax and penalties arising from an LLC-level adjustment that are imposed on the LLC to be borne by the Members and former Members to whom such Imputed Underpayment relates as determined by the Board of Managers after consulting with the LLC’s accountants or other advisers, taking into account any differences in the amount of taxes attributable to each Member because of such Member’s status, nationality or other characteristics. By executing this Agreement or a counterpart hereof, each Member and assignee (a) expressly authorizes the DI, partnership representative and the LLC to take any and all action that is reasonably necessary under applicable federal income tax law (as such law may be revised from time to time) to cause the LLC to make the election set forth in Code Section 6226(a) if the Board of Managers decides to direct the partnership representative and DI to make such election, and (b) expressly agrees to take any action, and furnish the LLC, partnership representative and the DI with any information reasonably necessary, to give effect to such election. Each Member and former Member hereby severally indemnifies and holds the LLC, partnership representative and the DI harmless for such Member’s or former Member’s respective portion of the financial burden of an Imputed Underpayment as provided in the foregoing sentence; provided that this indemnity shall take not extend to conduct by the LLC, partnership representative and/or the DI adjudged (i) not to have been undertaken in good faith to promote the best interests of the LLC or (ii) to have constituted recklessness, fraud or intentional wrongdoing by the LLC, partnership representative or the DI. (c) The LLC, partnership representative and the DI shall employ experienced tax counsel to represent the LLC in connection with any audit or investigation of the LLC by the United States Internal Revenue Service (“IRS”) and any applicable state or local taxing authority and in connection with all subsequent administrative and judicial proceedings arising out of such audit. The reasonable fees and expenses of such, and all reasonable actions out-of-pocket expenses incurred by the DI in serving as the DI, shall be LLC expenses and shall be paid by the LLC. Notwithstanding the foregoing, it shall be the responsibility of each Member, at their expense, to avoid employ tax counsel to represent their respective separate interests. No Member shall file a notice with the application IRS under Code Section 6222(b) in connection with such Member’s intention to treat an item on such Member’s Federal income tax return in a manner that is inconsistent with the treatment of such item on the LLC’s Federal income tax return unless such Member has, not less than thirty (30) days prior to the Company filing of such notice, provided the LLC with a copy of the centralized partnership audit provisions of sections 6221 through 6241 notice and thereafter in a timely manner provides such other information related thereto as the LLC shall reasonably request. If the LLC or DI is required by law or regulation to incur fees and expenses in connection with tax matters not affecting each of the CodeMembers, then the LLC and the DI may, in their reasonable discretion, seek reimbursement from or charge such fees and expenses to the Capital Accounts of those Members on whose behalf such fees and expenses were incurred. The LLC and the DI shall keep the Members informed of all administrative and judicial proceedings, as amended required by Code Section 6223(g), and shall furnish a copy of each notice or other communication received by the LLC and the DI from the IRS or other taxing authority to each Member, except such notices or communications as are sent directly to such Member by the IRS or other taxing authority. The relationship of the DI and partnership representative to the Members is that of a fiduciary, and the DI and partnership representative have a fiduciary obligation to perform their duties as the partnership representative and DI in such manner as will serve the best interests of the LLC and all of the LLC’s Members. To the fullest extent permitted by law, the LLC agrees to indemnify the partnership representative and DI and their agents and save and hold them harmless, from and in respect to all (i) reasonable out-of-pocket fees, costs and expenses in connection with or resulting from any claim, action, or demand against the partnership representative or DI or the LLC that arise out of or in any way relate to the partnership representative’s or DI’s status as the partnership representative or DI for the LLC, and (ii) all such claims, actions, and demands and any losses or damages therefrom, including amounts paid in settlement or compromise of any such claim, action, or demand; provided that this indemnity shall not extend to conduct by the partnership representative or DI adjudged (i) not to have been undertaken in good faith to promote the best interests of the LLC or (ii) to have constituted recklessness or intentional wrongdoing by the partnership representative or DI. (d) The provisions contained in this Section 8.8 shall survive the termination of the LLC and the withdrawal of any Member. The “Budget Act” shall mean the Bipartisan Budget Act of 2015. If, however, such provisions are found to apply to the Company, a member 2015 and any Sections of the Manager Code or another appointed individual shall act as the Partnership Representative for the purposes of IRS Code section 6221 through 6241. In the event the member of the Manager is no longer a Member in the Company, Treasury Regulations promulgated thereunder and no other individual has been appointed as the Partnership Representative, the Partnership Representative shall be the Majority Interest owner from amongst the Members. If the Majority Member is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests of the Members. The Partnership Representative shall be authorized and required to represent the Company with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings. The Partnership Representative shall have the sole authority to (1) sign consents, enter into settlement and other agreements with such authorities with respect to any such examinations or proceedings and (ii) to expend the Company’s funds for professional services incurred in connection therewith. In the event of an adjustment resulting in an underpayment of tax, the Partnership Representative shall duly and timely elect under section 6226 of the IRS Code that each Person who was a Member during the taxable year that was audited personally bear any tax, interest, addition to tax, and penalty resulting from such adjustments and, if for any reason, the Company is liable for a tax, interest, addition to tax, or penalty as a result of such an auditthereto, each Person who was a member during the taxable year that was audited shall pay as amended from time to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably required by the Partnership Representative to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred by the Partnership Representative in carrying out its obligations hereunder shall be allocated to and charged to the Company as an expense of the Company for which the Partnership Representative shall be reimbursedtime.

Partnership Representative. (a) The Members Manager shall take all reasonable actions to avoid designate the application to the Company of the centralized “partnership audit provisions of sections 6221 through 6241 representative” as defined in Section 6223 of the Code, as amended and if required by the Bipartisan Budget Act of 2015. If, however, such provisions are found to apply to the Companylaw, a member of “designated individual” as defined in the Manager or another appointed individual shall act Regulations. Each Member hereby consents to such designations as the Partnership Representative and shall, upon the request of the Partnership Representative, execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. To the extent the Company is subject to audit for any year beginning before January 1, 2018, the purposes provisions in the Prior Operating Agreement shall apply (in lieu of IRS Code section 6221 through 6241. this Section 9.11) with respect to such audit. (b) In the event the member Company is the subject of an income tax audit by any federal, state or local authority, to the Manager extent the Company is no longer a Member in treated as an entity for purposes of such audit, including administrative settlement and judicial review, the CompanyPartnership Representative is hereby authorized, empowered and directed to act for, and no other individual has been appointed as its decision will be final and binding upon, the Partnership RepresentativeCompany and each Member; provided, however, that, except for audits to which Section 9.11(d) would apply, the Partnership Representative shall be not compromise or settle any audit or administrative or judicial proceedings without the Majority Interest owner from amongst unanimous written consent of the Members. If the Majority Member is unable or unwilling For audits to servewhich Section 9.11(d) would apply, the Partnership Representative shall be appointed from amongst consult with the remaining Members by a Majority of Interests of the Membersprior to compromising or settling any such audit. The Partnership Representative shall be authorized will provide each Member and required each former Member (with respect to represent a fiscal year during which such former Member held a Membership Interest in the Company) with notice, and keep each such Person reasonably apprised, of each tax proceeding related to the Company and any material developments with all examinations respect to such tax proceedings. Except as expressly set forth herein, the Partnership Representative will have the right to extend the statute of limitations for assessing or computing any tax liability against the Company’s affairs by Company or compromise, settle or concede the amount of any partnership tax authorities, including resulting administrative and judicial proceedingsitem. The Partnership Representative shall have the sole authority to (1) sign consentsmay employ accountants, enter into settlement and tax counsel or other agreements with such authorities with respect to any such examinations or proceedings and (ii) to expend the Company’s funds for professional services incurred professionals in connection therewithwith any audit or investigation of the Company by the Internal Revenue Service or any other taxing authority and in connection with all subsequent administrative and judicial proceedings arising out of such audit. In the event of an adjustment resulting in an underpayment of tax, The Company shall reimburse the Partnership Representative for or otherwise bear all costs and expenses incurred by the Partnership Representative in its capacity as such as the expenses are incurred. Each Member shall duly and timely elect under section 6226 cooperate (which, in the case of the IRS Code that each Person who was a Member during the taxable year that was audited personally bear any tax, interest, addition to tax, and penalty resulting from such adjustments and, if is a partnership for any reason, the Company is liable for a tax, interest, addition to tax, or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all United States federal income tax matters involving purposes, shall include obtaining the Company. The Members agree to cooperate cooperation of each of its partners or members) with the Partnership Representative and do or refrain from doing (and cause any such member to do or refrain from doing doing) any or and all things reasonably required by the Partnership Representative to conduct in connection with such audit or contest, administrative settlement, judicial review, or other resulting administrative or judicial proceedings. Any The Partnership Representative shall use its reasonable direct out-of-pocket expense incurred efforts to comply with the responsibilities outlined in the Code and Regulations and in doing so will incur no liability to any Member and shall be indemnified and held harmless by the Company for its efforts in complying with the responsibilities outlined in the Code and Regulations. (c) The Company shall elect out of subchapter C, chapter 63, of the Code, pursuant to Code Section 6221(b), unless such election is unavailable for any taxable year. In the case of any adjustment to an item of Company income, gain, loss, deduction or credit, (i) each Person who was a Member during any Reviewed Year whether or not such Person is a Member during the Adjustment Year (each such Person, a “Reviewed Year Member”) shall report his, her or its allocable share of such adjustment on his, her or its federal income tax return pursuant to either the Amended Return Procedures or the Alternative Payment Procedures, as determined by the Partnership Representative in carrying out its obligations hereunder sole discretion; and (ii) if the Partnership Representative determines not to, or is unable to, elect the Alternative Payment Procedures, each Reviewed Year Member shall indemnify the Company from and against any and all loss attributable to such Reviewed Year Member’s (or such Review Year Member’s transferees’) allocable share of any Imputed Underpayment required to be paid by the Company, including without limitation any interest, penalty, other additions to tax, and all other costs and expenses (including without limitation reasonable attorney’s fees) of any kind or nature that may be sustained or suffered by the Company related thereto. The Company shall be allocated entitled to and charged recover such loss by any lawful means, including without limitation by offsetting such loss against amounts otherwise distributable to the Reviewed Year Member or the Reviewed Year Member’s transferees. (d) With respect to any tax year or portion thereof ending on or before the First Closing under the MIPA, the ▇▇▇▇▇▇▇ Member shall reimburse the Company as an expense and each other Member for any losses, fees, costs or expenses reasonably incurred by the Company, such Member or the Partnership Representative in connection with any audit, investigation, examination, settlement, administrative and judicial proceedings or adjustments related to such tax year. (e) The provisions of this Section 9.11 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 which as long a period of time as is necessary to resolve with the Partnership Representative shall be reimbursedInternal Revenue Service or any other taxing authority any and all matters regarding the taxation of the Company or the Members.

Partnership Representative. (a) The Members shall take all reasonable actions to avoid Original Member Representative is hereby designated as the application to the Company of the centralized partnership audit provisions of sections 6221 through 6241 Company’s “tax matters partner” for U.S. federal income tax purposes under Section 6231(a)(7) of the Code, as amended in effect for taxable years of the Company beginning on or before December 31, 2017, and as the Company’s “partnership representative” as that term is defined in the Revised Partnership Audit Provisions for taxable years of the Company beginning after December 31, 2017 and ending on or prior to December 31, 2021. The Managing Member is hereby designated as the “partnership representative” as that term is defined in Revised Partnership Audit Provisions for taxable years of the Company beginning on or after January 1, 2022. In addition, the Managing Member is hereby authorized to designate or remove any other Person selected by the Bipartisan Budget Act of 2015Managing Member as the Partnership Representative. IfFor each Fiscal Year in which the Partnership Representative is an entity, however, such provisions are found to apply to the Company, a member of the Manager or another appointed Company shall appoint an individual shall act as identified by the Partnership Representative for such Fiscal Year to act on its behalf (the purposes “Designated Individual”) in accordance with the applicable Treasury Regulations or analogous provisions of IRS Code section 6221 through 6241state or local Law. In the event the member Each Member hereby expressly consents to such designations and agrees to take, and that each of the Manager Company and the Managing Member is no longer a Member in authorized to take (or cause the CompanyCompany to take), and no such other individual has been appointed actions as the Partnership Representativemay be necessary or advisable pursuant to Treasury Regulations or other Internal Revenue Service or Treasury guidance or state or local Law to cause such designations or evidence such Member’s consent to such designations. (b) Subject to this Section 5.08, the Partnership Representative shall be the Majority Interest owner from amongst the Members. If the Majority Member is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests of the Members. The Partnership Representative shall be authorized and required to represent the Company with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings. The Partnership Representative shall have the sole authority to act on behalf of the Company in connection with, make all relevant decisions regarding application of, and to exercise the rights and powers provided for in the Revised Partnership Audit Provisions, including making any elections under the Revised Partnership Audit Provisions or any decisions to settle, compromise, challenge, litigate or otherwise alter the defense of any action, audit or examination before the IRS or any other income tax authority (1) sign consentseach, enter into settlement an “Audit”), and other agreements with such authorities with respect to any such examinations or proceedings and (ii) to expend the Company’s Company funds for professional services and other expenses reasonably incurred in connection therewith. In Notwithstanding the event foregoing or anything to the contrary in this Agreement, with respect to any “imputed underpayment” arising in connection with any Audit relating to any taxable year for which the Original Member Representative is the Partnership Representative, at the election of the Managing Member (in its reasonable discretion), the Original Member Representative shall be required to make (or cause to be made) an adjustment resulting in an underpayment election under Section 6226(a) of taxthe Code (or any analogous provision of state or local Law). (c) Without limiting the foregoing, the Partnership Representative shall duly and timely elect under section 6226 give prompt written notice to the Original Member Representative of the IRS Code that each Person who was a Member during the taxable year that was audited personally bear commencement of any tax, interest, addition to tax, and penalty resulting from such adjustments and, if for any reason, Audit of the Company is liable for or any of its Subsidiaries the resolution of which would reasonably be expected to have a tax, interest, addition to tax, or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay disproportionate (compared to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the Manager, based Managing Member) and material adverse effect on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportionsOriginal Members. The Partnership Representative shall have (i) keep the Original Member Representative reasonably informed of the material developments and status of any such Audit for taxable years beginning on or after January 1, 2022 (a “Specified Audit”), and (ii) permit the Original Member Representative (or its designee) to participate (including using separate counsel), in each case at the Original Members’ sole cost and expense, in any such Specified Audit to the maximum extent permitted by the applicable tax authority, and (iii) promptly notify the Original Member Representative of receipt of a notice of a final decision-making authority partnership adjustment (or equivalent under applicable Laws) or a final decision of a court or IRS Independent Office of Appeals panel (or equivalent body under applicable Laws) with respect to all federal income tax matters involving the Companysuch Specified Audit. The Partnership Representative or the Company shall promptly provide the Original Member Representative with copies of all material correspondence between the Partnership Representative or the Company (as applicable) and any governmental entity in connection with such Specified Audit and shall give the Original Member Representative a reasonable opportunity to review and comment on any material correspondence, submission (including settlement or compromise offers) or filing in connection with any such Specified Audit. Additionally, without limiting the final sentence of this Section 5.08(c), the Partnership Representative shall not (and the Company shall not (and shall not authorize the Partnership Representative to)) settle, compromise or abandon any Specified Audit in a manner that would reasonably be expected to have a disproportionate (compared to the Managing Member) and material adverse effect on the Original Members agree without the Original Member Representative’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). Without limiting the final sentence of this Section 5.08(c), the Partnership Representative shall obtain the prior written consent of the Original Member Representative (which consent shall not be unreasonably withheld, delayed or conditioned) before taking any material action under the Revised Partnership Audit Provisions that would reasonably be expected to cooperate with have a disproportionate (compared to the Managing Member) and material adverse effect on the Original Members. Notwithstanding the foregoing, (i) each of the obligations of the Partnership Representative and the Company, and rights of the Original Member Representative and Original Members, under this Section 5.08(c) shall terminate and have no further force or effect from and after the date that the Original Members no longer own 20% of the combined Class A Units and Class B Units, and (ii) with respect to do or refrain from doing any or all things reasonably required by “imputed underpayment” arising in connection with any Audit, at the election of the Managing Member (in its reasonable discretion), the Partnership Representative shall be required to conduct such proceedings. Any reasonable direct out-of-pocket expense make (or cause to be made) an election under Section 6226(a) of the Code (or any analogous provision of state or local Law). (d) All expenses incurred by the Partnership Representative or Designated Individual in carrying out connection with its obligations hereunder duties as partnership representative or designated individual, as applicable, shall be allocated to and charged to the Company as an expense expenses of the Company (including, for which the avoidance of doubt, any costs and expenses incurred in connection with any claims asserted against the Partnership Representative or Designated Individual, as applicable), and the Company shall reimburse and indemnify the Partnership Representative or Designated Individual, as applicable, for all such expenses and costs. Nothing herein shall be reimbursedconstrued to restrict the Partnership Representative or Designated Individual from engaging lawyers, accountants, tax advisers, or other professional advisers or experts to assist the Partnership Representative or Designated Individual in discharging its duties hereunder. Neither the Partnership Representative nor Designated Individual shall be liable to the Company, any Member or any Affiliate thereof for any costs or losses to any Persons, any diminution in value or any liability whatsoever arising as a result of the performance of its duties pursuant to this Section 5.08 absent (i) willful breach of any provision of this Section 5.08 or (ii) bad faith, fraud, or willful misconduct on the part of the Partnership Representative or Designated Individual, as applicable.

Partnership Representative. The Members shall take all reasonable actions With respect to avoid the application to the Company of the centralized partnership audit U.S. federal (and comparable provisions of sections 6221 through 6241 state and local) income tax matters concerning tax years of the Code, as amended by the Bipartisan Budget Act of 2015. If, however, such provisions are found to apply to the Company, a member unless and until the Manager designates otherwise, the Manager, will be the Company’s designated “partnership representative” within the meaning of Code Section 6223 (the “Tax Representative”) with sole authority to act on behalf of the Company for purposes of Subchapter C of Chapter 63 of the Code and any comparable provisions of state or local income tax laws. Initially, the Manager will be the Tax Representative and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ will be the “designated individual” within the meaning of Treasury Regulations Section 301.6223-1(b)(3). Each Member agrees that, upon request of the Tax Representative, such Member shall provide such information, execute such instrument and take such other actions as may be necessary or another appointed individual reasonably requested (as determined in good faith by the Tax Representative) to allow the Company (or Tax Representative, acting on behalf of the Company pursuant to this Section 9.3) to comply with any applicable tax reporting and/or withholding obligations, prepare for and participate in any tax proceedings, timely make any tax elections, and otherwise undertake actions relating to tax matters of the Company (including, to the extent applicable, actions to ensure compliance with the provisions of Section 6226 of the Code so that any “partnership adjustments” are taken into account by the Members rather than the Company). Each Member shall act use its best efforts to provide the Tax Representative with such information and execute such instruments as may be needed under the Partnership 2018 Audit Rules or otherwise reasonably requested by the Tax Representative in connection with the 2018 Audit Rules (including, for the purposes avoidance of IRS Code section 6221 through 6241doubt, in connection with making any election thereunder). In the event the member of the Manager is no longer a Member in the Company, and no other individual has been appointed as the Partnership Representative, the Partnership The Tax Representative shall be reimbursed by the Majority Interest owner from amongst the Members. If the Majority Member is unable or unwilling to serve, the Partnership Representative Company for all out-of- pocket costs and expenses reasonably incurred in connection with any such proceeding and shall be appointed from amongst the remaining Members indemnified by a Majority of Interests of the Members. The Partnership Representative shall be authorized and required to represent the Company with all examinations (solely out of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings. The Partnership Representative shall have the sole authority to (1Company assets) sign consents, enter into settlement and other agreements with such authorities with respect to any action brought against such examinations or proceedings and (ii) to expend the Company’s funds for professional services incurred Tax Representative in connection therewithwith the settlement of any such proceeding. In Expenses incurred by the event of an adjustment resulting in an underpayment of tax, the Partnership Tax Representative shall duly and timely elect under section 6226 of the IRS Code that each Person who was a Member during the taxable year that was audited personally bear any tax, interest, addition to tax, and penalty resulting from such adjustments and, if for any reason, the Company is liable for a tax, interest, addition to tax, or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined be borne by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree to cooperate with the Partnership Representative Such expenses shall include, without limitation, fees of attorneys and to do or refrain from doing any or all things reasonably required by the Partnership Representative to conduct such proceedings. Any other tax professionals, accountants, appraisers and experts, filing fees and reasonable direct out-of-pocket expense incurred by the Partnership Representative in carrying out its obligations hereunder shall be allocated to costs and charged to the Company as an expense of the Company for which the Partnership Representative shall be reimbursedexpenses.

Partnership Representative. The Members (i) With respect to tax years beginning after December 31, 2017, the Board shall take all reasonable actions designate a partnership representative (any person who is designated as the partnership representative is referred to avoid herein as the application to “Partnership Representative”) and comply with the Company provisions under this Section 5.11(b) in lieu of the centralized partnership audit tax matters partner provisions of sections 6221 through 6241 of the Codein Section 5.11(a), except as amended by the Bipartisan Budget Act of 2015. If, however, such provisions are found to apply to the Company, a member of the Manager or another appointed individual shall act as the Partnership Representative for the purposes of IRS Code section 6221 through 6241may otherwise be required under applicable law. In the event the member of the Manager is no longer a Member in the Company, and no other individual has been appointed as the Partnership Representativethis regard, the Partnership Representative of the Company pursuant to Section 6223(a) of the Internal Revenue Code shall be any Member or other person with a substantial presence in the Majority Interest owner from amongst United States designated by the MembersBoard in the manner prescribed by the Internal Revenue Service. If The Partnership Representative is authorized to take such actions and to execute and file all statements and forms on behalf of the Majority Member is unable Company which may be permitted or unwilling to serverequired by the applicable provisions of the Internal Revenue Code or Treasury Regulations issued thereunder, provided that the Partnership Representative may file suit only with the approval of a majority of the Board. The Partnership Representative shall have the sole authority to act on behalf of the Company under Subchapter C of Section 63 of the Internal Revenue Code (relating to IRS partnership audit proceedings) and in any tax proceedings brought by other taxing authorities, and the Company and all Members shall be appointed from amongst bound by the remaining Members actions taken by a Majority of Interests of the MembersPartnership Representative in such capacity. The Partnership Representative shall be authorized and required to represent reimbursed by the Company for all expenses incurred in connection with all examinations of the Company’s affairs by tax authorities, including resulting administrative Proceedings, and judicial proceedings. The Partnership Representative shall have the sole authority to (1) sign consents, enter into settlement and other agreements with such authorities with respect to any such examinations or proceedings and (ii) is authorized to expend the Company’s Company funds for professional services incurred in connection and costs associated therewith. In the event of . (ii) If an adjustment resulting audit results in an imputed underpayment by the Company as determined under Section 6225 of taxthe Internal Revenue Code, the Partnership Representative shall duly and timely elect under section 6226 Representative, with the approval of a majority of the IRS Board, may make the election under Section 6226(a) of the Internal Revenue Code that each Person who was a Member during within 45 days after the taxable year that was audited personally bear any tax, interest, addition to tax, and penalty resulting from date of the notice of final partnership adjustment in the manner provided by the Internal Revenue Service. If such adjustments and, if for any reasonan election is made, the Company is shall furnish to each Member of the Company for the year under audit a statement reflecting the Member’s share of the adjusted items as determined in the notice of final partnership adjustment, and each such Member shall take such adjustment into account as required under Section 6226(b) of the Internal Revenue Code and shall be liable for a taxany related interest, interestpenalty, addition to tax, or penalty additional amount. (iii) If an audit results in an imputed underpayment that gives rise to Company Level Taxes, the payment by the Company of Company Level Taxes shall, consistent with the Partnership Tax Audit Rules, be treated as the payment of a Company obligation and shall be treated as paid with respect to a Member to the extent the deduction with respect to such payment is allocated to such Member pursuant to Section 4.2(j), and such payment shall not be treated as a result withholding from distributions, allocations, or portions thereof with respect to a Member. To the extent that there is a payment of Company Level Taxes relating to a Member, the amount of such Company Level Taxes shall give rise to an audit, each Person who was interest-bearing obligation of such Member to make a member during the taxable year that was audited shall pay capital contribution to the Company an amount equal to such Person’s proportionate share of such liability, as determined (a “Tax Contribution Obligation”). If requested by the ManagerBoard, based on a Member shall promptly contribute the amount each such Person should have borne (computed at the rate used of its Tax Contribution Obligation to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree To the extent a Member does not promptly contribute the amount of its Tax Contribution Obligation to cooperate with the Company, the Company shall offset such amount (plus interest accruing at the applicable underpayment rate for such period, as specified in Section 6621 of the Internal Revenue Code) against distributions to which such Member would otherwise be subsequently entitled until the Member’s Tax Contribution Obligation (including any interest accrued thereon) has been satisfied in full. For the avoidance of doubt, the interest on any Tax Contribution Obligation paid by a Member to the Company (whether directly or by offset) under this Section 5.11(b) shall be taxable income to the Company. To the extent, and at the time(s), that a Member makes a payment to satisfy such Member’s Tax Contribution Obligation (including any accrued but unpaid interest thereon), such payment shall be applied first to any accrued but unpaid interest owed by such Member, and any remaining portion shall satisfy such Member’s Tax Contribution Obligation and such remaining portion shall increase such Member’s Capital Account but shall not reduce the amount that a Member is otherwise obligated to contribute to the Company. Amounts recovered by the Company through any offset against distributions pursuant to this Section 5.11(b) shall be applied first to any accrued but unpaid interest owed by such Member, and thereafter offset the amount of such Member’s Tax Contribution Obligation, and such Member’s Capital Account shall not be reduced to the extent such offset was against the amount of such Member’s Tax Contribution Obligation. Each Member hereby unconditionally and irrevocably grants to the Company a security interest in such Member’s Units to secure such Member’s Tax Contribution Obligation. Each Member shall take such actions as the Company may request in order to perfect or enforce the security interest created hereunder. Each Member hereby agrees to indemnify and hold harmless the Company, the other Members, the Partnership Representative and the Board from and against any liability (including any liability for Company Level Taxes) with respect to do income attributable to or refrain from doing distributions or other payments to such Member. For the avoidance of doubt, any Person who ceases to be a Member shall be deemed to be a Member for purposes of this Section 5.11(b), and the obligations of a Member pursuant to this Section 5.11(b) shall survive indefinitely with respect to any taxes withheld or all things reasonably required paid by the Partnership Representative to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred by the Partnership Representative in carrying out its obligations hereunder shall be allocated to and charged Company that relate to the period during which such Person was actually a Member, regardless of whether such taxes are assessed, withheld or otherwise paid during such period. Notwithstanding the foregoing, the Board may choose to not recover an amount of Company as an expense Level Taxes or other taxes withheld or paid with respect to a Member under this Section 5.11(b) if the Board determines, in its reasonable discretion, that such a decision would be in the best interests of the Company for which Members (e.g., where the Partnership Representative shall cost of recovering the amount of taxes withheld or paid with respect to such Member is not justified in light of the amount that may be reimbursedrecovered from such Member).

Partnership Representative. The Members Managing Member shall take all reasonable actions to avoid be the application to the Company Partnership Representative of the centralized partnership audit provisions of sections 6221 through 6241 of the Code, as amended by the Bipartisan Budget Act of 2015. If, however, such provisions are found to apply to the Company, a member and [INSERT] shall be appointed as the Designated Individual of the Manager or another appointed individual shall act as the Partnership Representative for the purposes of IRS Code section 6221 through 6241the Partnership Audit Rules. In the event the member Subject to approval of the Manager is no longer Members, the Managing Member may appoint a Member in the Company, and no other individual has been appointed different Person to serve as the Partnership Representative, provided such alternative appointment is permitted under the Partnership Audit Rules. From time to time, the Managing Member may appoint a different Person to serve as the Designated Individual, provided such appointment is permitted under the Partnership Audit Rules. If for any reason the Managing Member determines that the appointment of the Partnership Representative and the Designated Individual is not required or is not in the best interest of the Company, the election not to make such appointment(s) shall be subject to approval by the Majority Interest owner Members. An individual who is not affiliated with a Member shall be not be appointed as the Designated Individual unless such individual agrees in writing, pursuant to a joinder in such form as approved by the Members, to be bound by the provisions of this Article IX. Subject to compliance with the Partnership Audit Rules, (i) any Person serving as the Partnership Representative or the Designated Individual may withdraw from amongst such position at any time by giving the Managing Member written notice of such withdrawal and (ii) the Managing Member may, at any time, remove the Person serving as the Partnership Representative or the Designated Individual by giving such Person written notice of such removal. If such withdrawal or removal cannot be made immediately effective under the Partnership Audit Rules, the Person who is to be removed or who seeks to withdraw shall (A) take such actions, including the filing of a voluntary resignation with the Internal Revenue Service (“IRS”), as the Managing Member may request in order to effect such withdrawal or removal, (B) promptly provide the Managing Member with copies of all notices, communications and other information received from the IRS related to any Tax Proceeding involving the Company or any subsidiary (if applicable), and (C) refrain from taking any actions in connection with any Tax Proceeding involving the Company or any subsidiary (if applicable) without the approval of the Members. If the Majority Member is unable or unwilling to servePartnership Representative resigns, the Partnership Representative Designated Individual shall be appointed from amongst the remaining Members by a Majority of Interests of the Members. The Partnership Representative shall be authorized and required deemed to represent the Company with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings. The Partnership Representative shall have the sole authority to (1) sign consents, enter into settlement and other agreements with such authorities with respect to any such examinations or proceedings and (ii) to expend the Company’s funds for professional services incurred in connection therewith. In the event of an adjustment resulting in an underpayment of tax, the Partnership Representative shall duly and timely elect under section 6226 of the IRS Code that each Person who was a Member during the taxable year that was audited personally bear any tax, interest, addition to tax, and penalty resulting from such adjustments and, if for any reason, the Company is liable for a tax, interest, addition to tax, or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably required by the Partnership Representative to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred by the Partnership Representative in carrying out its obligations hereunder shall be allocated to and charged to the Company as an expense of the Company for which the Partnership Representative shall be reimbursedresigned contemporaneously.

Partnership Representative. The Members shall take all reasonable actions to avoid the application to partnership representative of the Company of the centralized pursuant to Code Section 6223(a) shall be Laredo, provided that such partnership audit provisions of sections 6221 through 6241 of the Code, as amended representative may be removed and replaced by the Bipartisan Budget Act of 2015. If, however, such provisions are found to apply to the Company, a member action of the Manager to the extent permitted by the provisions of the Code or another appointed individual shall act Treasury Regulations issued thereunder. (Any person who is designated as the Partnership Representative for the purposes of IRS Code section 6221 through 6241. In the event the member of the Manager partnership representative is no longer a Member in the Company, and no other individual has been appointed referred to herein as the “Partnership Representative, the Partnership Representative shall be the Majority Interest owner from amongst the Members. If the Majority Member is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests of the Members”). The Partnership Representative shall be is authorized to take such actions and required to represent execute and file all statements and forms on behalf of the Company with all examinations which may be permitted or required by the applicable provisions of the Company’s affairs by tax authoritiesInternal Revenue Code or Treasury Regulations issued thereunder, including resulting administrative and judicial proceedingsprovided that the Partnership Representative may file any suit only with the approval of the Manager. The Partnership Representative shall have the sole authority to act on behalf of the Company under Subchapter C of Chapter 63 of Subtitle F of the Code (1relating to IRS partnership audit proceedings) sign consentsand in any Tax proceedings brought by other taxing authorities, enter into settlement and other agreements the Company and all Members shall be bound by the actions taken by the Partnership Representative in such capacity. The Partnership Representative shall be reimbursed by the Company for all expenses incurred in connection with such authorities with respect to any such all examinations or proceedings and (ii) to expend of the Company’s affairs by Tax authorities, including resulting proceedings, and is authorized to expend Company funds for professional services incurred in connection and costs associated therewith. In The Partnership Representative shall keep the event Members informed as to the status of an adjustment resulting in an underpayment any audit of taxthe Company’s Tax affairs. Without first obtaining the approval of the Manager, the Partnership Representative shall duly and timely elect under section 6226 not, with respect to Company Tax matters: (a) enter into a settlement agreement with respect to any Tax matter, or (b) enter into an agreement extending the statute of limitations. If an audit of any of the IRS Company’s Tax returns shall occur, the Partnership Representative shall not settle or otherwise compromise assertions of the auditing agent which may be adverse to any Member as compared to the position taken on the Company’s Tax returns without the prior written consent of each such affected Member. If an audit results in an imputed underpayment by the Company as determined under Code that each Person who was a Member during Section 6225, the taxable year that was audited personally bear any tax, interest, addition to tax, and penalty resulting from Partnership Representative may make the election under Code Section 6226(a) within forty-five (45) days after the date of the notice of final partnership adjustment in the manner provided by the Internal Revenue Service. If such adjustments and, if for any reasonan election is made, the Company is shall furnish to each Member of the Company for the year under audit a statement reflecting the Member’s share of the adjusted items as determined in the notice of final partnership adjustment, and each such Member shall take such adjustment into account as required under Code Section 6226(b) and shall be liable for a taxany related interest, interestpenalty, addition to tax, or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustmentadditional amount. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty Company shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree to cooperate with indemnify the Partnership Representative from and to do or refrain from doing against any or all things reasonably required by claim, liability and expense (including attorneys’ fees) it may incur in connection with its duties as the Partnership Representative to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred by the Partnership Representative in carrying out its obligations hereunder shall be allocated to and charged to the Company as an expense of the Company for which the Partnership Representative shall be reimbursedRepresentative.

Partnership Representative. The Members shall take all reasonable actions to avoid the application to the Company of the centralized partnership audit provisions of sections 6221 through 6241 of the Code(a) WBA Acquisition 4, as amended by the Bipartisan Budget Act of 2015. If, however, such provisions are found to apply to the Company, a member of the Manager or another appointed individual shall LLC will act as the Partnership Representative for unless otherwise removed by the purposes of IRS Code section 6221 through 6241Board. In the event the member The Partnership Representative, on behalf of the Manager is no longer a Member Company and its Members will be permitted to settle disputes with the Internal Revenue Service, extend the statute of limitations for any taxes, and take any other action, including making any election or filing under the Code, the regulations promulgated thereunder, or any other law or regulations that it in good faith believes to be in the Companybest interests of the Company or the Members and shall have all other powers needed to fully perform hereunder including the power to retain all attorneys and accountants of its choice and to file for administrative adjustments pursuant to Section 6227 of the Code, provided, however, that the Partnership Representative shall remain subject to the direction of the Board in all respects to the extent permitted by applicable law. The Partnership Representative shall promptly advise the Board of any tax proceedings with respect to the Company and no other individual has been appointed keep the Board reasonably informed of any material developments of any such proceedings. If the Company makes an election pursuant to Section 6226 of the Code with respect to an imputed underpayment, each Member shall comply with the corresponding requirements under the Budget Act. Each Member shall cooperate with the Partnership Representative to give effect to the requirements of and elections made by the Company pursuant to or as contemplated by the Budget Act. (b) The Company shall indemnify and hold harmless the Partnership Representative and its directors, officers, employees and agents from and against any loss, expense, damage or injury suffered or sustained by them by reason of any acts, omissions or alleged acts or omissions arising out of their activities on behalf of the Company as Partnership Representative, absent the gross negligence, willful misconduct or taking of action in bad faith of the Partnership Representative. (c) The Partnership Representative shall use commercially reasonable efforts, to either (i) reduce any imputed underpayment by modifications permitted under Section 6225(c) of the Code or Treasury Regulations promulgated thereunder or other relevant Treasury or IRS guidance, taking into account the tax status of UMass or (ii) make an election under Section 6226(a) of the Code. To the extent that the imputed underpayment is mitigated by modifications permitted under Section 6225(c) of the Code or Treasury Regulations promulgated thereunder, or other relevant Treasury or IRS guidance and such modifications relate to the status of UMass, the Partnership Representative shall be use commercially reasonable efforts to allocate to UMass the Majority Interest owner from amongst the Members. If the Majority Member is unable benefit of any such reduction or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests modification of the Members. required payment of the imputed underpayment attributable to the tax-exempt status of UMass. (d) The Partnership Representative foregoing covenants and indemnification obligation of the Members shall be authorized survive indefinitely and required shall not terminate, without regard to represent the Company with all examinations any transfer of a Member’s Units, withdrawal as a Member, or liquidation, dissolution or termination of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings. The Partnership Representative shall have the sole authority to (1) sign consents, enter into settlement and other agreements with such authorities with respect to any such examinations or proceedings and (ii) to expend the Company’s funds for professional services incurred in connection therewith. In the event of an adjustment resulting in an underpayment of tax, the Partnership Representative shall duly and timely elect under section 6226 of the IRS Code that each Person who was a Member during the taxable year that was audited personally bear any tax, interest, addition to tax, and penalty resulting from such adjustments and, if for any reason, the Company is liable for a tax, interest, addition to tax, or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably required by the Partnership Representative to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred by the Partnership Representative in carrying out its obligations hereunder shall be allocated to and charged to the Company as an expense of the Company for which the Partnership Representative shall be reimbursed.

Partnership Representative. The Members shall take all reasonable actions to avoid the application to the Company of the centralized partnership audit provisions of sections 6221 through 6241 of the Code, as amended by the Bipartisan Budget Act of 2015. If, however, such provisions are found to apply to the Company, a member of the Manager or another appointed individual shall (a) Walgreens will act as the Partnership Representative for unless otherwise removed by the purposes of IRS Code section 6221 through 6241Board. In the event the member The Partnership Representative, on behalf of the Manager is no longer a Member Company and its Members will be permitted to settle disputes with the Internal Revenue Service, extend the statute of limitations for any taxes, and take any other action, including making any election or filing under the Code, the regulations promulgated thereunder, or any other law or regulations that it in good faith believes to be in the Companybest interests of the Company or the Members and shall have all other powers needed to fully perform hereunder including the power to retain all attorneys and accountants of its choice and to file for administrative adjustments pursuant to Section 6227 of the Code, provided, however, that the Partnership Representative shall remain subject to the direction of the Board in all respects to the extent permitted by applicable law. The Partnership Representative shall promptly advise the Board of any tax proceedings with respect to the Company and no other individual has been appointed keep the Board reasonably informed of any material developments of any such proceedings. If the Company makes an election pursuant to Section 6226 of the Code with respect to an imputed underpayment, each Member shall comply with the corresponding requirements under the Budget Act. Each Member shall cooperate with the Partnership Representative to give effect to the requirements of and elections made by the Company pursuant to or as contemplated by the Budget Act. (b) The Company shall indemnify and hold harmless the Partnership Representative and its directors, officers, employees and agents from and against any loss, expense, damage or injury suffered or sustained by them by reason of any acts, omissions or alleged acts or omissions arising out of their activities on behalf of the Company as Partnership Representative, absent the gross negligence, willful misconduct or taking of action in bad faith of the Partnership Representative. (c) The Partnership Representative shall use commercially reasonable efforts, to either (i) reduce any imputed underpayment by modifications permitted under Section 6225(c) of the Code or Treasury Regulations promulgated thereunder or other relevant Treasury or IRS guidance, taking into account the tax status of UMass or (ii) make an election under Section 6226(a) of the Code. To the extent that the imputed underpayment is mitigated by modifications permitted under Section 6225(c) of the Code or Treasury Regulations promulgated thereunder, or other relevant Treasury or IRS guidance and such modifications relate to the status of UMass, the Partnership Representative shall be use commercially reasonable efforts to allocate to UMass the Majority Interest owner from amongst the Members. If the Majority Member is unable benefit of any such reduction or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests modification of the Members. required payment of the imputed underpayment attributable to the tax-exempt status of UMass. (d) The Partnership Representative foregoing covenants and indemnification obligation of the Members shall be authorized survive indefinitely and required shall not terminate, without regard to represent the Company with all examinations any transfer of a Member’s Units, withdrawal as a Member, or liquidation, dissolution or termination of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings. The Partnership Representative shall have the sole authority to (1) sign consents, enter into settlement and other agreements with such authorities with respect to any such examinations or proceedings and (ii) to expend the Company’s funds for professional services incurred in connection therewith. In the event of an adjustment resulting in an underpayment of tax, the Partnership Representative shall duly and timely elect under section 6226 of the IRS Code that each Person who was a Member during the taxable year that was audited personally bear any tax, interest, addition to tax, and penalty resulting from such adjustments and, if for any reason, the Company is liable for a tax, interest, addition to tax, or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably required by the Partnership Representative to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred by the Partnership Representative in carrying out its obligations hereunder shall be allocated to and charged to the Company as an expense of the Company for which the Partnership Representative shall be reimbursed.

Partnership Representative. The For all taxable years beginning on or after January 1, 2018, the Managing Member (or any other Person designated by the Managing Member) shall be designated as the “partnership representative” (the “Partnership Representative”), as defined in Code Section 6223 (as in effect following the effective date of its amendment by Section 1101 of H.R. 1314, the “Bipartisan Budget Act of 2015”) and the Company and the Members shall take complete any necessary actions (including executing any required certificates or other documents) to effect such designation. The Company shall pay and be responsible for all reasonable actions to avoid third-party costs incurred by the application to Partnership Representative in performing its duties and any costs and expenses incurred by the Partnership Representative in connection with any audit of a Company income tax return. The Partnership Representative shall make, if available, the election described in Code Section 6226(a)(1) (as in effect following the effective date of the centralized partnership audit provisions its amendment by Section 1101 of sections 6221 through 6241 of the Code, as amended by the Bipartisan Budget Act of 2015). IfIf the Company becomes liable for any taxes, howeverinterest or penalties under Code Section 6225 (as in effect following the effective date of its amendment by Section 1101 of the Bipartisan Budget Act of 2015), (i) each Person that was a Member of the Company for the taxable year to which such liability relates shall indemnify, defend and hold harmless the Company for such Person’s allocable share of the amount of such tax liability, including any interest and penalties associated therewith, (ii) the Company may cause the Members (including any former Member) to whom such liability relates to pay, and each such Member hereby agrees to pay, such provisions are found to apply amount to the Company, and such amount shall not be treated as a member Capital Contribution, and (iii) without limiting a Member’s (or former Member’s) obligations under this Section 8.4(e), any amount paid by the Company that is attributable to a Member and that is not paid by such Member pursuant to clause (ii) above, shall be subject to the provisions of Section 4.5. The provisions contained in this Section 8.4(e) shall survive the dissolution of the Manager Company and the withdrawal of any Member or another appointed individual shall act as the Partnership Representative for the purposes assignment of IRS Code section 6221 through 6241. In the event the member of the Manager is no longer a Member any Member’s interest in the Company, and no other individual has been appointed as the Partnership Representative, the Partnership Representative shall be the Majority Interest owner from amongst the Members. If the Majority Member is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests of the Members. The Partnership Representative shall be authorized and required to represent the Company with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings. The Partnership Representative shall have the sole authority to (1) sign consents, enter into settlement and other agreements with such authorities with respect to any such examinations or proceedings and (ii) to expend the Company’s funds for professional services incurred in connection therewith. In the event of an adjustment resulting in an underpayment of tax, the Partnership Representative shall duly and timely elect under section 6226 of the IRS Code that each Person who was a Member during the taxable year that was audited personally bear any tax, interest, addition to tax, and penalty resulting from such adjustments and, if for any reason, the Company is liable for a tax, interest, addition to tax, or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably required by the Partnership Representative to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred by the Partnership Representative in carrying out its obligations hereunder shall be allocated to and charged to the Company as an expense of the Company for which the Partnership Representative shall be reimbursed.

Partnership Representative. The Members shall take all reasonable actions For any year for which Company qualifies to avoid the application to the Company opt out of the centralized partnership audit provisions of sections regime under § 6221 through 6241 of the Code, the Company shall do so on its yearly tax return. For any year for which it is not eligible to opt out under § 6221, the remaining provisions of this section shall apply. The Members hereby appoint M▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ as amended by the Bipartisan Budget Act of 2015. If, however, such provisions are found to apply to the Company, a member partnership representative of the Manager or another appointed individual shall act as Company pursuant to § 6223(a) of the Code (the “Partnership Representative”). The relationship of the Partnership Representative for to the purposes Members shall be that of IRS Code section 6221 through 6241. In the event the member of the Manager is no longer a Member in the Companyfiduciary, and no other individual has been appointed as the Partnership Representative, the Partnership Representative shall be have a fiduciary obligation to perform his duties in such manner as will serve the Majority Interest owner from amongst the Members. If the Majority Member is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests best interests of the Members. The Partnership Representative shall receive no fees or compensation for its services in such capacity but shall be authorized and required to represent reimbursed by the Company with for all examinations of the Company’s affairs reasonable costs and expenses incurred by tax authorities, including resulting administrative him in discharging his duties and judicial proceedingsresponsibilities as Partnership Representative. The Partnership Representative shall provide prompt notice to the Members of any inquiry or other communication received from the IRS regarding the tax treatment of the Company or Members, of the commencement of an IRS audit, options concerning certain elections available under the Code, confirmation certain elections have been made, when any assessment has been made by the sole authority IRS, when any and all meetings with the IRS shall occur, and information on options available to (1) sign consentsappeal the assessment. In the event an IRS assessment is made affecting the Members or the Company, enter into settlement and other agreements with such authorities the Members each hereby agree to file an amended return under § 6225 of the Code to reflect the tax as it should have been for the year that is being audited. Each Member acknowledges that, notwithstanding the transfer or liquidation of all or any portion of its Interest in the Company, it may remain liable for taxes with respect to any such examinations or proceedings its allocable share of income and (ii) to expend gain of the Company for the Company’s funds taxable years (or portions thereof) prior to such transfer or liquidation. The obligations of each Member or Former Member under this Section shall survive the transfer or redemption by such Member of its Interest and the termination of this Agreement or the dissolution of the Company. To the extent that a portion of the taxes imposed under § 6225 relates to a former Member, the former Member shall indemnify the Company for professional services incurred its allocable portion of such tax (including any penalties, additions to tax, additional amounts, and interest). Each Member acknowledges that, notwithstanding the transfer or liquidation of all or any portion of its Interest in connection therewiththe Company, it may remain liable for taxes with respect to its allocable share of income and gain of the Company for the Company’s taxable years (or portions thereof) prior to such transfer or liquidation. The Partnership Representative shall not, without consent of the Managers and a Majority in Interest, do any or all of the following: (a) engage attorneys, accountants, experts or other personnel; (b) send written correspondence to the IRS or file or authorizing filing on the Company’s behalf with any court without prior notice of and a reasonable opportunity to review and comment upon any such document; (c) make a Push-Out Election under § 6226 of the Code; (d) file an administrative adjustment request under § 6227 of the Code; (e) enter into a settlement with the IRS; or (f) extend the statute of limitations with the IRS. The Partnership Representative must also consult regularly with the Managers concerning audit and litigation strategy. In the event of an adjustment resulting in an underpayment of taxdeath, the Partnership Representative shall duly and timely elect under section 6226 of the IRS Code that each Person who was a Member during the taxable year that was audited personally bear any tax, interest, addition to tax, and penalty resulting from such adjustments and, if for any reason, the Company is liable for a tax, interest, addition to taxdisability, or penalty resignation of M▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ as a result Partnership Representative, W▇▇▇▇▇▇ ▇▇▇▇▇▇ shall serve as successor Partnership Representative. In the event of such an auditdeath, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to taxdisability, or penalty shall be specially allocated to such Persons in such proportions. The resignation of W▇▇▇▇▇▇ ▇▇▇▇▇▇ as Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably required by the Partnership Representative to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred by the Partnership Representative in carrying out its obligations hereunder shall be allocated to and charged to the Company as an expense of the Company for which the Representative, a successor Partnership Representative shall be reimbursedselected by the Managers.

Partnership Representative. The Members Manager shall take all reasonable actions to avoid the application to designate a partnership representative of the Company (the “Partnership Representative”), within the meaning of the centralized partnership audit provisions of sections 6221 through 6241 Section 6223(a) of the Code, as amended by the Bipartisan Budget Act Revised Partnership Audit Procedures, as well as for purposes of 2015. Ifany state, howeverlocal, or non-U.S. tax law. (i) The Partnership Representative will inform the Members of any tax examination of the Company within ten (10) business days of receipt of actual notice from the applicable taxing authority of such provisions are found to apply tax examination and provide to the Company, a member of Members reasonable non-privileged information regarding same. (ii) The Members shall have the Manager or another appointed individual shall act as right to consult with the Partnership Representative for regarding any tax audit, including, but not limited to, discussions on the purposes of IRS Code section 6221 through 6241. In the event the member strategy, approach, and potential outcomes of the Manager is no longer a Member in the Company, and no other individual has been appointed as the Partnership Representative, the Partnership Representative shall be the Majority Interest owner from amongst the Members. If the Majority Member is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests of the Members. tax audit. (iii) The Partnership Representative shall be authorized notify the Members upon the receipt of a notice of final partnership adjustment, and required to represent shall make any relevant elections taking into account the Company with all examinations best interests of the Company’s affairs by tax authorities, including resulting administrative current Members and judicial proceedingsformer Members to comply with the Revised Partnership Audit Procedures. The Partnership Representative shall have all of the sole authority to (1) sign consentsrights and powers of a partnership representative as set forth in the Revised Partnership Audit Procedures, enter into settlement and other agreements with such authorities with respect to any such examinations or proceedings and (ii) to expend the Company’s funds for professional services incurred in connection therewith. In the event of an adjustment resulting in an underpayment of tax, although the Partnership Representative shall duly not settle, agree, or otherwise resolve any tax audit without first consulting with the Members and timely elect obtaining the written consent of TPH Member (which consent shall not be unreasonably withheld, conditioned, or delayed) before settling, agreeing, or otherwise resolving any tax audit relating to the tax return relating to 2024. ​ (iv) If the Company pays any imputed adjustment amount under section 6226 Code Section 6225, as amended by the Revised Partnership Audit Procedures, the Manager shall allocate the amount of the IRS payment among the Members (including any former Members) for the “reviewed year” to which such liability relates in a manner that reflects the current or former Members’ respective interests in the Company for that reviewed year. Such apportionment of liability shall also take into account the extent to which the Company’s imputed underpayment was modified by adjustments under Section 6225(c) of the Code that each Person who was (to the extent approved by the IRS) and attributable to (x) a Member during particular Member’s tax classification, tax rates, tax attributes, the character of tax items to which the adjustment relates, and similar factors, or (y) the Member’s filing of an amended return for the Member’s taxable year that was audited personally bear any tax, interest, addition includes the end of the Company’s reviewed year and payment of required tax liability in a manner that complies with Section 6225(c)(2) of the Code. Each Member (or former Member) for the reviewed year hereby agrees to taxpay such amount to the Company, and penalty resulting from such adjustments and, if for any reason, the Company is liable for a tax, interest, addition to tax, or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay amount so contributed to the Company an shall not be treated as a Capital Contribution. Any amount not paid under the preceding sentence by a Member (or former Member) at the time requested by the Manager shall accrue interest at a rate equal to the lower of the fifteen percent (15%) per annum, compounded monthly, or the maximum rate of interest permitted by applicable law until paid, and such Person’s proportionate share of Member (or former Member) shall also be liable to the Company for any damages resulting from a delay in making such liability, as determined payment beyond the date such payment is requested by the Manager. To the extent that any Member fails to make any contribution required pursuant to this paragraph, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty amounts shall be specially allocated applied to and reduce the next distributions or any other monetary payments otherwise payable to the Member under this Agreement. (v) The Members agree to cooperate in good faith, including by timely providing information, making elections and filing amended returns and paying any tax due with such Persons in such proportions. The amended returns, each as reasonably requested by the Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the CompanyRepresentative. The Members agree to cooperate file all U.S. federal, state, and local tax returns on a basis consistent with any returns filed by the Partnership Representative Company and the terms of this Agreement. (vi) All information related to do or refrain from doing tax audits shall be treated as confidential in the manner provided in Section 13.13, and shall not be disclosed to any or all things reasonably third party without the prior written consent of the Manager, except as required by law. (vii) The provisions contained in this Section 12.4(a) shall survive the Partnership Representative to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred by the Partnership Representative in carrying out its obligations hereunder shall be allocated to and charged to the Company as an expense dissolution of the Company for which Company, the Partnership Representative shall be reimbursedwithdrawal of any Member or the transfer of any Member’s interest in the Company.

Partnership Representative. The Members officer serving in the capacity of chief financial officer, chief accounting officer or treasurer of the Company, or such other Person so designated by the Manager, shall take all reasonable actions to avoid be the application to “partnership representative” of the Company within the meaning of Section 6223(a) of the centralized partnership audit provisions of sections 6221 through 6241 of Code (the Code, “Partnership Representative”) as amended by included in the Bipartisan Budget Act of 2015. If, howeveras such, such provisions are found to apply to the Company, a member of the Manager or another appointed individual shall act as the Partnership Representative for the purposes of IRS Code section 6221 through 6241. In the event the member of the Manager is no longer a Member in the Company, and no other individual has been appointed as the Partnership Representative, the Partnership Representative shall be the Majority Interest owner from amongst the Members. If the Majority Member is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests of the Members. The Partnership Representative shall be authorized and required to represent the Company (at the Company’s expense) in connection with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings. The Partnership Representative shall have the sole authority to (1) sign consents, enter into settlement and other agreements with such authorities with respect to any such examinations or proceedings and (ii) to expend the Company’s funds for professional services and reasonably incurred in connection therewith. In the event of an adjustment resulting in an underpayment of tax, the Partnership Representative shall duly and timely elect under section 6226 of the IRS Code that each Person who was a Each Member during the taxable year that was audited personally bear any tax, interest, addition to tax, and penalty resulting from such adjustments and, if for any reason, the Company is liable for a tax, interest, addition to tax, or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree agrees to cooperate with the Partnership Representative Company and to do or refrain from doing any or all things reasonably required requested by the Company with respect to the conduct of such proceedings. Notwithstanding the authority granted to the Partnership Representative hereunder, all non-ministerial decisions regarding tax elections (except where the election is expressly authorized to be made by the Manager hereby), audit, tax litigation, settlement and other tax matters shall be subject to the prior written approval of the Manager. For example, but not by way of limitation, the Partnership Representative shall not take any position or action with the IRS without the prior written approval of the Manager, including but not limited to, any decision (i) to enter into any settlement or other agreement with the IRS or any tax other authority that purports to bind any Member other than the Partnership Representative; (ii) to file a request for an administrative adjustment with the IRS or file a petition for judicial review with respect to any such request, or (iii) to extend the statute of limitations for assessing or computing any tax liability against the Company (or the amount or character of any Company tax items. The Partnership Representative shall furnish to the Members a copy of all notices or other written communications received by the Partnership Representative or the Company from the IRS or any other taxing authorities promptly after receipt of such communication. The Partnership Representative shall notify the Members of all communications it has had with the IRS or any other taxing authorities and shall keep the Members informed of all matters which may come to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred its attention in its capacity as Partnership Representative by giving the Members written notice thereof within five days after the Partnership Representative in carrying out its obligations hereunder shall becomes informed of any such matter or within such shorter period as may be allocated required by the appropriate statutory or regulatory provisions. In the event of any Company-level proceeding instituted by the IRS pursuant to and charged to the Company as an expense Sections 6221 through 6233 of the Company for which Code, the Partnership Representative shall consult with the Manager regarding the nature and content of all action and defense to be reimbursedtaken by the Company in response to such proceeding. The Partnership Representative also shall consult with the Manager regarding the nature and content of any proceeding pursuant to Sections 6221 through 6233 of the Code instituted by or on behalf of the Company (including the decision to institute proceedings, whether administrative or judicial, and whether in response to a previous IRS proceeding against the Company or otherwise). Notwithstanding anything herein to the contrary, it is agreed that to the extent available, the Partnership Representative shall cause the Company to make, and the Company shall make, the election contemplated by Section 6221(b). In addition, the Manager shall have the right, in its sole discretion, to make an election to change the tax treatment of the Company, including to elect to have the Company taxed as a corporation.

Partnership Representative. The Members shall take all reasonable actions to avoid Unless and until another Member is designated as the application “partnership representative” within the meaning of Section 6231(a)(7) of the Code (the “Partnership Representative”) by the Board, the Partnership Representative of the Company will be the Intel Member. Subject to the Company limitations set forth in Article 8 hereof, the Partnership Representative shall (i) keep the other Members promptly informed about any communications with any Governmental Entities in connection with any income or other material tax audit or proceeding of the centralized partnership audit provisions of sections 6221 through 6241 of the Code, as amended by the Bipartisan Budget Act of 2015. If, however, such provisions are found to apply to the Company, (ii) consult with the other Members in connection with any such audit or other proceeding about strategy and give the other Members the opportunity (at the sole cost and expense of such Members) to attend any meetings with the Governmental Entities in such audit or other proceeding and (iii) provide the Members with an opportunity to review and comment on any material substantive written communications with such Governmental Entities relating to such audit or other proceeding, in each case, to the extent any such Member could reasonably be expected to be adversely impacted by such audit or proceeding. To the extent any settlement or compromise with respect to Company tax matters could reasonably be expected to have a member of disproportionate and adverse impact on the Manager or another appointed individual shall act as Brookfield Member, the Partnership Representative for shall not enter into such settlement agreement with any Governmental Entities without the purposes of IRS Code section 6221 through 6241. In the event the member prior written consent of the Manager is no longer a Brookfield Member in (which consent shall not be unreasonably withheld, conditioned or delayed). Each Member hereby agrees to use reasonable efforts (i) to take such actions as may be required to effect the Company, and no other individual has been appointed Intel Member’s designation as the Partnership Representative, the Partnership Representative shall be the Majority Interest owner from amongst the Members. If the Majority Member is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests of the Members. The Partnership Representative shall be authorized and required to represent the Company with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings. The Partnership Representative shall have the sole authority to (1) sign consents, enter into settlement and other agreements with such authorities with respect to any such examinations or proceedings and (ii) supply to expend the Company’s funds for professional services incurred in connection therewith. In the event of an adjustment resulting in an underpayment of tax, as reasonably requested by the Partnership Representative shall duly and timely elect under section 6226 Representative, all reasonably accessible, pertinent information in its possession relating to the operations of the IRS Code that each Person who was a Member during the taxable year that was audited personally bear any tax, interest, addition Company necessary to tax, and penalty resulting from such adjustments and, if for any reason, the Company is liable for a tax, interest, addition to tax, or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had enable the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such taxreturns to be prepared and filed, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree and (iii) to cooperate with the Partnership Representative and to do provide any information or refrain from doing any or all things take such other actions as may be reasonably required by the Partnership Representative to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred requested by the Partnership Representative in carrying out its obligations hereunder order to modify any Imputed Underpayment Amount pursuant to Code Section 6225(c); provided, however, that none of the Members shall be allocated required to and charged to file any amended U.S. federal income tax return or comply with the Company as an expense alternative procedure described in Code Section 6225(c)(2)(B), or pay any tax due in connection with such tax return in accordance with Code Section 6225(c)(2) or any corresponding provision of applicable state or local law, in each case, without the Company for prior written consent of such Member (which the Partnership Representative consent shall not be reimbursedunreasonably withheld, conditioned or delayed).

Partnership Representative. The Members shall take all reasonable actions With respect to avoid periods governed by the application to Code as amended by the Company Bi-partisan Budget Act of 2015, Iridium or a person designated (and approved by the centralized partnership audit provisions Board of sections 6221 through 6241 Directors) by it is hereby designated the “Partnership Representative” (as defined in Section 6223 of the Code, as amended by the Bipartisan Bi-partisan Budget Act of 2015. If, however, such provisions are found to apply to the Company, a member of the Manager or another appointed individual shall act as the Partnership Representative for the purposes of IRS Code section 6221 through 6241. In the event the member of the Manager 2015 (“BBA Amendments”)) and is no longer a Member in the Company, and no other individual has been appointed as the Partnership Representative, the Partnership Representative shall be the Majority Interest owner from amongst the Members. If the Majority Member is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests of the Members. The Partnership Representative shall be authorized and required to represent the Company (at the Company’s expense), subject to the direction and supervision of the Board of Directors and the restrictions set forth in this Section 9.3.2, in connection with all examinations of the Company’s affairs by tax authorities, including any resulting administrative and judicial proceedings, and to expend Company funds for professional services reasonably incurred in connection therewith. The Partnership Representative shall have the sole authority to (1) sign consents, enter into settlement act on behalf of the Company for purposes of the BBA Amendments and other agreements with such authorities with respect to any such examinations comparable provisions of state or proceedings and (ii) to expend the Company’s funds for professional services incurred in connection therewithlocal income tax laws. In the event The Board of an adjustment resulting in an underpayment of tax, the Directors may appoint a new Partnership Representative shall duly at any time in its sole discretion. Each Member and timely elect under section 6226 of the IRS Code former Member that each Person who was a Member held any Interest during the taxable year that was audited personally bear any tax, interest, addition reviewed Fiscal Year (an “Interested Member”) agrees to tax, and penalty resulting from such adjustments and, if for any reason, cooperate reasonably with the Company is liable for a tax, interest, addition to tax, or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably required requested by the Partnership Representative Company with respect to the conduct of such proceedings. Any reasonable direct out-of-pocket expense incurred by the Partnership Representative in carrying out its obligations hereunder shall be allocated to and charged to the Company as an expense of the Company for which the The Partnership Representative shall inform the Interested Members within 30 days of the initiation of an audit, examination or other proceeding by a tax authority and shall keep the Interested Members reasonably informed of the progress of any examinations, audits or other proceedings, shall provide the Interested Members with information on a full and timely basis, and shall not settle any examination or controversy concerning the Company’s affairs by tax authorities that could reasonably be reimbursedexpected to materially and adversely affect any Interested Member without the written consent of such Interested Member, which consent shall not be unreasonably withheld or delayed.

Partnership Representative. (a) The Members shall take all reasonable actions to avoid Original Member Representative is hereby designated as the application to the Company of the centralized partnership audit provisions of sections 6221 through 6241 Company’s “tax matters partner” for U.S. federal income tax purposes under Section 6231(a)(7) of the Code, as amended in effect for taxable years of the Company beginning on or before December 31, 2017, and as the Company’s “partnership representative” as that term is defined in the Revised Partnership Audit Provisions for taxable years of the Company beginning after December 31, 2017 and ending on or prior to December 31, 2021. The Managing Member is hereby designated as the “partnership representative” as that term is defined in Revised Partnership Audit Provisions for taxable years of the Company beginning on or after January 1, 2022. In addition, the Managing Member is hereby authorized to designate or remove any other Person selected by the Bipartisan Budget Act of 2015Managing Member as the Partnership Representative. IfFor each Fiscal Year in which the Partnership Representative is an entity, however, such provisions are found to apply to the Company, a member of the Manager or another appointed Company shall appoint an individual shall act as identified by the Partnership Representative for such Fiscal Year to act on its behalf (the purposes “Designated Individual”) in accordance with the applicable Treasury Regulations or analogous provisions of IRS Code section 6221 through 6241state or local Law. In the event the member Each Member hereby expressly consents to such designations and agrees to take, and that each of the Manager Company and the Managing Member is no longer a Member in authorized to take (or cause the CompanyCompany to take), and no such other individual has been appointed actions as the Partnership Representativemay be necessary or advisable pursuant to Treasury Regulations or other Internal Revenue Service or Treasury guidance or state or local Law to cause such designations or evidence such Member’s consent to such designations. (b) Subject to this Section 5.08, the Partnership Representative shall be the Majority Interest owner from amongst the Members. If the Majority Member is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests of the Members. The Partnership Representative shall be authorized and required to represent the Company with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings. The Partnership Representative shall have the sole authority to act on behalf of the Company in connection with, make all relevant decisions regarding application of, and to exercise the rights and powers provided for in the Revised Partnership Audit Provisions, including making any elections under the Revised Partnership Audit Provisions or any decisions to settle, compromise, challenge, litigate or otherwise alter the defense of any action, audit or examination before the IRS or any other income tax authority (1) sign consentseach, enter into settlement an “Audit”), and other agreements with such authorities with respect to any such examinations or proceedings and (ii) to expend the Company’s Company funds for professional services and other expenses reasonably incurred in connection therewith. In Notwithstanding the event foregoing or anything to the contrary in this Agreement, with respect to any “imputed underpayment” arising in connection with any Audit relating to any taxable year for which the Original Member Representative is the Partnership Representative, at the election of the Managing Member (in its reasonable discretion), the Original Member Representative shall be required to make (or cause to be made) an adjustment resulting in an underpayment election under Section 6226(a) of taxthe Code (or any analogous provision of state or local Law). (c) Without limiting the foregoing, the Partnership Representative shall duly and timely elect under section 6226 give prompt written notice to the Original Member Representative of the IRS Code that each Person who was a Member during the taxable year that was audited personally bear commencement of any tax, interest, addition to tax, and penalty resulting from such adjustments and, if for any reason, Audit of the Company is liable for or any of its Subsidiaries the resolution of which would reasonably be expected to have a tax, interest, addition to tax, or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay disproportionate (compared to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the Manager, based Managing Member) and material adverse effect on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportionsOriginal Members. The Partnership Representative shall have (i) keep the Original Member Representative reasonably informed of the material developments and status of any such Audit for taxable years beginning on or after January 1, 2022 (a “Specified Audit”), (ii) permit the Original Member Representative (or its designee) to participate (including using separate counsel), in each case at the Original Members’ sole cost and expense, in any such Specified Audit to the maximum extent permitted by the applicable tax authority, and (iii) promptly notify the Original Member Representative of receipt of a notice of a final decision-making authority partnership adjustment (or equivalent under applicable Laws) or a final decision of a court or IRS Independent Office of Appeals panel (or equivalent body under applicable Laws) with respect to all federal income tax matters involving the Companysuch Specified Audit. The Partnership Representative or the Company shall promptly provide the Original Member Representative with copies of all material correspondence between the Partnership Representative or the Company (as applicable) and any governmental entity in connection with such Specified Audit and shall give the Original Member Representative a reasonable opportunity to review and comment on any material correspondence, submission (including settlement or compromise offers) or filing in connection with any such Specified Audit. Additionally, without limiting the final sentence of this Section 5.08(c), the Partnership Representative shall not (and the Company shall not (and shall not authorize the Partnership Representative to)) settle, compromise or abandon any Specified Audit in a manner that would reasonably be expected to have a disproportionate (compared to the Managing Member) and material adverse effect on the Original Members agree without the Original Member Representative’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). Without limiting the final sentence of this Section 5.08(c), the Partnership Representative shall obtain the prior written consent of the Original Member Representative (which consent shall not be unreasonably withheld, delayed or conditioned) before taking any material action under the Revised Partnership Audit Provisions that would reasonably be expected to cooperate with have a disproportionate (compared to the Managing Member) and material adverse effect on the Original Members. Notwithstanding the foregoing, (i) each of the obligations of the Partnership Representative and the Company, and rights of the Original Member Representative and Original Members, under this Section 5.08(c) shall terminate and have no further force or effect from and after the date that the Original Members no longer own 20% of the combined Class A Units and Class B Units, and (ii) with respect to do or refrain from doing any or all things reasonably required by “imputed underpayment” arising in connection with any Audit, at the election of the Managing Member (in its reasonable discretion), the Partnership Representative shall be required to conduct such proceedings. Any reasonable direct out-of-pocket expense make (or cause to be made) an election under Section 6226(a) of the Code (or any analogous provision of state or local Law). (d) All expenses incurred by the Partnership Representative or Designated Individual in carrying out connection with its obligations hereunder duties as partnership representative or designated individual, as applicable, shall be allocated to and charged to the Company as an expense expenses of the Company (including, for which the avoidance of doubt, any costs and expenses incurred in connection with any claims asserted against the Partnership Representative or Designated Individual, as applicable), and the Company shall reimburse and indemnify the Partnership Representative or Designated Individual, as applicable, for all such expenses and costs. Nothing herein shall be reimbursedconstrued to restrict the Partnership Representative or Designated Individual from engaging lawyers, accountants, tax advisers, or other professional advisers or experts to assist the Partnership Representative or Designated Individual in discharging its duties hereunder. Neither the Partnership Representative nor Designated Individual shall be liable to the Company, any Member or any Affiliate thereof for any costs or losses to any Persons, any diminution in value or any liability whatsoever arising as a result of the performance of its duties pursuant to this Section 5.08 absent (i) willful breach of any provision of this Section 5.08 or (ii) bad faith, fraud, or willful misconduct on the part of the Partnership Representative or Designated Individual, as applicable.

Partnership Representative. (a) The Members shall take all reasonable actions to avoid the application to “Partnership Representative” (as such term is defined under Partnership Audit Provisions) of the Company of the centralized partnership audit provisions of sections 6221 through 6241 of the Code, as amended shall be selected by the Bipartisan Budget Act of 2015Manager with the initial Partnership Representative being the Corporation. IfThe Partnership Representative may retain, howeverat the Company’s expense, such provisions are found to apply to the Companyoutside counsel, a member of the Manager or another appointed individual shall act accountants and other professional consultants as the Partnership Representative for the purposes of IRS Code section 6221 through 6241. In the event the member of the Manager is no longer a Member it may reasonably deem necessary in the Company, and no other individual has been appointed course of fulfilling its obligations as the Partnership Representative, the Partnership Representative shall be the Majority Interest owner from amongst the Members. If the Majority Member is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests of the Members. The Partnership Representative is authorized to take, and shall be authorized and required to represent determine in its sole discretion whether or not the Company with will take, such actions and execute and file all examinations statements and forms on behalf of the Company’s affairs Company that are approved by tax authorities, including resulting administrative the Manager and judicial proceedings. The Partnership Representative shall have are permitted or required by the sole authority to (1) sign consents, enter into settlement and other agreements with such authorities with respect to any such examinations or proceedings and (ii) to expend the Company’s funds for professional services incurred in connection therewith. In the event applicable provisions of an adjustment resulting in an underpayment of tax, the Partnership Representative shall duly and timely elect Audit Provisions (including a “push- out” election under section Section 6226 of the IRS Code that each Person who was a or any analogous election under state or local tax Law). Each Member during the taxable year that was audited personally bear any tax, interest, addition to tax, and penalty resulting from such adjustments and, if for any reason, the Company is liable for a tax, interest, addition to tax, or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree agrees to cooperate with the Partnership Representative and to use commercially reasonable efforts to do or refrain from doing any or all things reasonably required requested by the Partnership Representative (including paying any and all resulting taxes, additions to conduct tax, penalties and interest in a timely fashion) in connection with any examination of the Company’s affairs by any federal, state, or local tax authorities, including resulting administrative and judicial proceedings. (b) In the event that the Partnership Representative has not caused the Company to make a “push-out” election pursuant to Section 6226 of the Partnership Audit Provisions, then any “imputed underpayment” (as determined in accordance with Section 6225 of the Partnership Audit Provisions) or partnership adjustment that does not give rise to an imputed underpayment shall be apportioned among the Members of the Company for the taxable year in which the adjustment is finalized in such proceedings. Any reasonable direct out-of-pocket expense incurred manner as may be necessary (as determined by the Partnership Representative in carrying out its obligations hereunder good faith) so that, to the maximum extent possible, the tax and economic consequences of the imputed underpayment or other partnership adjustment and any associated interest and penalties (any such amount, an “Imputed Underpayment Amount”) are borne by the Members in the same proportion that such omitted taxable income or overreported loss giving rise to the Imputed Underpayment Amount would have been allocated pursuant to this Agreement. Imputed Underpayment Amounts also shall include any imputed underpayment within the meaning of Section 6225 of the Partnership Audit Provisions paid (or payable) by any entity treated as a partnership for U.S. federal income tax purposes in which the Company holds (or has held) a direct or indirect interest other than through entities treated as corporations for U.S. federal income tax purposes to the extent that the Company bears the economic burden of such amounts, whether by applicable Law or contract. (c) Each Member agrees to indemnify and hold harmless the Company from and against any liability with respect to such Member’s share of any tax deficiency paid or payable by the Company that is allocable to the Member as determined in accordance with Section 9.01(b) with respect to an audited or reviewed taxable year for which such Member was a partner in the Company. Any obligation of a Member pursuant to this Section 9.01(c) shall, to the fullest extent permitted by applicable Law, be allocated implemented through adjustments to and charged Distributions otherwise payable to such Member as determined in accordance with Section 4.01; provided, however, that, at the written request of the Partnership Representative, each Member or former Member may be required to contribute to the Company such Member’s Imputed Underpayment Amount imposed on and paid by the Company; provided, further, that if a Member or former Member individually directly pays, pursuant to the Partnership Audit Provisions, any such Imputed Underpayment Amount, then such payment shall reduce any offset to Distribution or required capital contribution of such Member or former Member. Any amount withheld from Distributions pursuant to this Section 9.01(c) shall be treated as an expense amount distributed to such Member or former Member for all purposes under this Agreement. For the avoidance of doubt, the obligations of a Member set forth in this Section 9.01(c) shall, to the fullest extent permitted by applicable Law, survive the withdrawal of a Member from the Company for which the Partnership Representative shall be reimbursedor any Transfer of a Member’s Company Interest.

Partnership Representative. The Members Manager shall take all reasonable actions to avoid the application to designate a partnership representative of the Company (the “Partnership Representative”), within the meaning of the centralized partnership audit provisions of sections 6221 through 6241 Section 6223(a) of the Code, as amended by the Bipartisan Budget Act of 2015. IfRevised Partnership Audit Procedures, however, such provisions are found to apply to the Company, a member of the Manager or another appointed individual shall act as the Partnership Representative well as for the purposes of IRS Code section 6221 through 6241. In the event the member of the Manager is no longer a Member in the Companyany state, and no other individual has been appointed as the Partnership Representativelocal, the Partnership Representative shall be the Majority Interest owner from amongst the Members. If the Majority Member is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests of the Members. non-U.S. tax law. (i) The Partnership Representative shall be authorized notify the Members upon the receipt of a notice of final partnership adjustment, and required to represent shall make any relevant elections taking into account the Company with all examinations best interests of the Company’s affairs by tax authorities, including resulting administrative current Members and judicial proceedingsformer Members to comply with the Revised Partnership Audit Procedures. The Partnership Representative shall have all of the sole authority to (1) sign consents, enter into settlement rights and other agreements with such authorities with respect to any such examinations or proceedings and powers of a partnership representative as set forth in the Revised Partnership Audit Procedures. (ii) If the Company pays any imputed adjustment amount under Code Section 6225, as amended by the Revised Partnership Audit Procedures, the Manager shall allocate the amount of the payment among the Members (including any former Members) for the “reviewed year” to expend which such liability relates in a manner that reflects the current or former Members’ respective interests in the Company for that reviewed year. Such apportionment of liability shall also take into account the extent to which the Company’s funds for professional services incurred in connection therewith. In imputed underpayment was modified by adjustments under Section 6225(c) of the event Code (to the extent approved by the IRS) and attributable to (x) a particular Member’s tax classification, ​ tax rates, tax attributes, the character of tax items to which the adjustment relates, and similar factors, or (y) the Member’s filing of an adjustment resulting in an underpayment of tax, amended return for the Partnership Representative shall duly and timely elect under section 6226 of the IRS Code that each Person who was a Member during the Member’s taxable year that was audited personally bear any tax, interest, addition includes the end of the Company’s reviewed year and payment of required tax liability in a manner that complies with Section 6225(c)(2) of the Code. Each Member (or former Member) for the reviewed year hereby agrees to taxpay such amount to the Company, and penalty resulting from such adjustments and, if for any reason, the Company is liable for a tax, interest, addition to tax, or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay amount so contributed to the Company an shall not be treated as a Capital Contribution. Any amount not paid under the preceding sentence by a Member (or former Member) at the time requested by the Manager shall accrue interest at a rate equal to the lower of the fifteen percent (15%) per annum, compounded monthly, or the maximum rate of interest permitted by applicable law until paid, and such Person’s proportionate share of Member (or former Member) shall also be liable to the Company for any damages resulting from a delay in making such liability, as determined payment beyond the date such payment is requested by the Manager. To the extent that any Member fails to make any contribution required pursuant to this paragraph, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty amounts shall be specially allocated applied to and reduce the next distributions or any other monetary payments otherwise payable to the Member under this Agreement. (iii) The Members agree to cooperate in good faith, including by timely providing information, making elections and filing amended returns and paying any tax due with such Persons in such proportions. The amended returns, each as reasonably requested by the Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the CompanyRepresentative. The Members agree to cooperate file all U.S. federal, state, and local tax returns on a basis consistent with the Partnership Representative and to do or refrain from doing any or all things reasonably required returns filed by the Partnership Representative to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred by Company and the Partnership Representative terms of this Agreement. (iv) The provisions contained in carrying out its obligations hereunder this Section 12.4(a) shall be allocated to and charged to survive the Company as an expense dissolution of the Company for which Company, the Partnership Representative shall be reimbursedwithdrawal of any Member or the transfer of any Member’s interest in the Company.

Partnership Representative. The Members shall take all reasonable actions to avoid (a) For any taxable year of the application Company in which, and to the Company of extent that, the centralized partnership audit provisions of sections 6221 through 6241 Subchapter C of Chapter 63 of the Code, as amended by the Bipartisan Budget Act of 2015. If2015 (together with any proposed, howevertemporary or final Treasury Regulations promulgated at any time thereunder, such provisions are found to the “Post-TEFRA Partnership Audit Rules”) apply to the Company, the Members shall appoint for the Company a member person to serve as the “Partnership Representative,” as such term is defined in Section 6223(a) of the Manager or another appointed individual Post-TEFRA Partnership Audit Rules. The Members hereby appoint Sponsor as the initial Partnership Representative. The Company shall act as reimburse the Partnership Representative for the purposes of IRS Code section 6221 through 6241. In the event the member of the Manager is no longer a Member all expenses reasonably incurred in the Company, and no other individual has been appointed as the Partnership Representative, the Partnership Representative shall be the Majority Interest owner from amongst the Members. If the Majority Member is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests of the Members. The Partnership Representative shall be authorized and required to represent the Company connection with all examinations of the Company’s affairs by tax authoritiesany taxing authority, including any resulting administrative tax proceedings, and judicial proceedingsis authorized to expend Company funds for professional services and costs associated therewith. The Partnership Representative may rely on the advice or services of any lawyers, accountants, tax advisers, or other professional advisers or experts and shall not be liable for any damages, costs or losses to any persons, any diminution in value or any liability whatsoever arising as a result of its so relying. (b) The Partnership Representative shall promptly provide the Company and all Members with copies of any material notices received by the Partnership Representative in connection with any proceeding or potential adjustment relating to the Company that is subject to the Post-TEFRA Partnership Audit Rules, and shall use commercially reasonable efforts to keep the Members informed of all such proceedings or potential adjustments. (c) The Partnership Representative shall have the sole authority to act on behalf of the Company and, subject to the approval of an affirmative vote of the Members holding at least a majority of the outstanding Common Units entitled to vote as to any material decisions, make all relevant decisions regarding application of the Post-TEFRA Partnership Audit Rules, including, but not limited to, any elections under the Post-TEFRA Partnership Audit Rules or any decisions to settle, compromise, challenge, litigate or otherwise alter the defense of any proceeding before the Internal Revenue Service if the Members or any of their constituent partners or members could be affected thereby. (1d) sign consentsNotwithstanding other provisions of this Agreement to the contrary, enter into settlement and other agreements with such authorities if any “partnership adjustment” (as defined in Section 6241(2) of the Code) is determined with respect to any such examinations or proceedings and (ii) to expend the Company’s funds , the Partnership Representative, subject to the approval of affirmative vote of the Members holding at least a majority of the outstanding Common Units entitled to vote, may cause the Company to elect pursuant to Section 6226 of the Code to have such adjustment passed through to the Members for professional services incurred in connection therewiththe year to which the adjustment relates (i.e., the “reviewed year” within the meaning of Section 6225(d)(1) of the Code). In the event of an adjustment resulting in an underpayment of tax, that the Partnership Representative shall duly and timely has not caused the Company to so elect under section pursuant to Section 6226 of the IRS Code Code, then any “imputed underpayment” (as determined in accordance with Section 6225 of the Code) or “partnership adjustment” that each Person who was a Member during does not give rise to an “imputed underpayment” shall be apportioned among the Members of the Company for the taxable year that was audited personally bear any tax, interest, addition to tax, and penalty resulting from in which the adjustment is finalized in such adjustments and, if for any reason, the Company is liable for a tax, interest, addition to tax, or penalty manner as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, may be necessary (as determined by the ManagerPartnership Representative in good faith), so that, to the maximum extent possible, the tax and economic consequences of the partnership adjustment and any associated interest and penalties are borne by the Members based on upon their interests in the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses Company for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. reviewed year. (e) The Members agree to cooperate with the Partnership Representative and in good faith to do or refrain from doing any or all things reasonably required timely provide information requested by the Partnership Representative as needed to conduct comply with the Post-TEFRA Partnership Audit Rules, including without limitation to make (and take full advantage of) any elections available to the Company under the Post-TEFRA Partnership Audit Rules. Each Member agrees that, upon request of the Partnership, such proceedings. Any reasonable direct out-of-pocket expense incurred Member shall take such actions as may be necessary or desirable (as determined by the Partnership Representative in carrying out its obligations hereunder shall be allocated Representative) to and charged to (i) allow the Company as an expense to comply with the provisions of Section 6226 of the Code so that any “partnership adjustments” are taken into account by the Members rather than the Company for which or (ii) file amended tax returns with respect to any “reviewed year” (within the Partnership Representative meaning of Section 6225(d)(1) of the Code) to reduce the amount of any “partnership adjustment” otherwise required to be taken into account by the Company. The provisions contained in this Section 13.05(e) shall be reimbursedsurvive the dissolution of the Company, the withdrawal of any Member, and/or transfer of any Member’s interest in the Company.” (vi) Section 15.01(a) of the Operating Agreement is hereby amended and restated to read in its entirety as follows:

Partnership Representative. The Members shall take all reasonable actions to avoid the application to the Company of the centralized partnership audit provisions of sections 6221 through 6241 of the Code, as amended by the Bipartisan Budget Act of 2015. If, however, such provisions are found to apply to the Company, a member of the Manager or another appointed individual shall act as the Partnership Representative for the purposes of IRS Code section 6221 through 6241. In the event the member of the Manager is no longer a Member in the Company, and no other individual has been appointed as the Partnership Representative, the Partnership Representative (a) Atlantic International Corp. shall be the Majority Interest owner from amongst the Members. If the Majority Member is unable or unwilling person authorized to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests act on behalf of the Members. The Company (the “Partnership Representative shall be authorized and required Representative”) pursuant to represent the Company with all examinations Section 6223(a) of the Company’s affairs by tax authorities, including resulting administrative Code and judicial proceedings. The the Partnership Representative shall have the sole authority to (1) sign consents, enter into settlement and other agreements with such authorities with respect to appoint on behalf of the Company any such examinations or proceedings and (ii) to expend “designated individual” under Section 6223 of the Company’s funds for professional services incurred in connection therewithCode. In the event of an adjustment resulting in an underpayment of taxsuch capacity, the Partnership Representative shall duly have the right to make on behalf of the Company any election and timely elect take such other action available to the Partnership Representative under section the Code, provided that any material decision must first be approved by Board of Managers. The Members agree to negotiate in good faith any amendments deemed advisable or necessary to reflect the issuance of any guidance, including, without limitation, amendments to the Code; or issuance of Treasury Regulations, Revenue Rulings or Revenue Procedures with respect to the 2015 Act. (b) If the Company receives notice of a final partnership adjustment pursuant to Section 6231 of the Code, the Partnership Representative shall, unless otherwise directed by the Board of Managers, within forty-five (45) days after the date of the notice of final partnership adjustment, cause the Company to make the election under Section 6226 of the IRS Code that each Person who was a Member during in the taxable year that was audited personally bear any tax, interest, addition to tax, and penalty resulting from manner provided by the Internal Revenue Service. Upon making such adjustments and, if for any reasonelection, the Company is liable for a tax, interest, addition shall furnish to tax, or penalty as a result each Member of such an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Personfor the year under audit a statement reflecting the Member’s proportionate share of such liabilitythe adjusted items as determined in the notice of final partnership adjustment, as determined by the ManagerPartnership Representative on a good faith basis, based on the amount and each such Person should have borne (computed at Member, including former Members, shall take such adjustment into account as required under Section 6226(b) of the rate used to compute the Company’s liability) had the Company’s tax return Code and shall be liable for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such any related, income tax, interest, addition to penalty or additional amount. If the Company does not make an election under Section 6226(b) of the Code or such election is ineffective, and the Company is held directly liable for any additional income tax, interest, penalty or penalty additional amount under the Code or other applicable law as a result of an adjustment to any of the Company’s federal, state or local income tax returns, each Member shall be specially allocated required, upon thirty (30) written demand from the Company to such Persons in such proportionspay the Company its share (as reasonably determined by the Partnership Representative) of any additional tax, interest, penalty and additional amount penalty due. The Partnership Representative shall have Company may treat any amount owed pursuant to this Section 11.4(b) as a distribution to the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree Member owing such amount. (c) Each Member agrees to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably required requested by the Partnership Representative to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred by the Partnership Representative in carrying out its obligations hereunder shall be allocated to and charged with respect to the Company as an expense conduct of the Company any administrative and judicial proceedings pursuant to this Section 11.4. If any state, local or non-U.S. tax law provides for which a “tax matters partner”, “partnership representative” or person having similar rights, powers, authority or obligations, the Partnership Representative shall also serve in such capacity. (d) This Section 11.4 shall survive a Member’s ceasing to be reimburseda Member of the Company and/or the termination, dissolution, liquidation and winding up of the Company.

Partnership Representative. 5.1 The Members Partnership Representative shall take all reasonable actions to avoid serve as the application to the Company “partnership representative” for purposes of the centralized partnership audit provisions of sections 6221 through 6241 of the Code, as amended by the Bipartisan Budget Act of 2015. IfCode Section 6223; provided, however, such provisions are found to apply to the Company, a member of the Manager or another appointed individual shall act as that the Partnership Representative for shall always be supervised by, and act under the purposes of IRS Code section 6221 through 6241. In the event the member of direction of, the Manager is no longer and the Manager shall have the authority, in its sole discretion, to cause General Partner to designate a Member new partnership representative at any time and for any reason. General Partner shall notify the IRS of any change in partnership representative in the Companymanner and at the time that the IRS requires; the former partnership representative shall cooperate with the Manager in making any necessary filings with the IRS regarding such change. 5.2 In all situations, and no other individual has been appointed as without regard to the specific elections made, each Member agrees to reasonably cooperate with the Partnership Representative, General Partner, and other Members by providing such information and taking such actions as may be reasonably necessary to mitigate, to the fullest extent possible, the potential tax exposure of General Partner as well as the potential tax exposure of the other Members relating to General Partner. 5.3 Any taxes, penalties, and interest payable by General Partner or any entity disregarded for United States income tax purposes in which General Partner owns an interest under Subchapter C of Chapter 63 of Subtitle F of the Code and the Regulations (“Partnership Audit Procedures”) shall be treated as specifically attributable to the Members, and the Partnership Representative (in consultation with the Manager) shall be use reasonable best efforts to allocate the Majority Interest owner from amongst the Members. If the Majority Member is unable burden of (or unwilling any diminution in distributable proceeds resulting from) any such taxes, penalties or interest to servethose Members to whom such amounts are specifically attributable (whether as a result of their status, actions, inactions or otherwise), as determined by the Partnership Representative (in consultation with the Manager). Notwithstanding the foregoing, such apportionment of liability shall be appointed from amongst also take into account the remaining Members extent to which General Partner’s imputed underpayment was modified by adjustments under Code Section 6225(c) (to the extent approved by the IRS) and attributable to (x) a Majority particular Member’s tax classification, tax rates, tax attributes, the character of Interests tax items to which the adjustment relates, and similar factors, or (y) the Member’s filing of an amended return or complying with the “alternative procedure” to filing an amended tax return for the Member’s taxable year that includes the end of General Partner’s reviewed year and payment of required tax liability in a manner that complies with Code Section 6225(c)(2). In connection with the foregoing, to the extent that General Partner is assessed amounts under the Partnership Audit Procedures, each current or former Member to which the assessment relates shall remit to General Partner, within 30 days’ written notice by the Partnership Representative, an amount equal to such Member’s allocable share of the Membersassessment, including such Member’s allocable share of any interest imposed on General Partner.These procedures shall also apply to any state, local or foreign tax audit regime that centralizes the conduct of a tax audit of General Partner. The Partnership Representative shall be authorized and required to represent the Company with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings. The Partnership Representative shall have the sole authority to (1) sign consents, enter into settlement and other agreements with such authorities with respect to serve in a similar capacity for any such examinations or proceedings and (ii) to expend audit. 5.4 The provisions of Section 5 of this Tax Addendum shall survive the Company’s funds for professional services incurred in connection therewith. In the event dissolution of an adjustment resulting in an underpayment of taxGeneral Partner, the Partnership Representative shall duly withdrawal of any Member from General Partner and timely elect under section 6226 the transfer of the IRS Code that each Person who was a Member during the taxable year that was audited personally bear any tax, interest, addition to tax, and penalty resulting from such adjustments and, if for any reason, the Company is liable for a tax, interest, addition to tax, or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such PersonMember’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons membership interest in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably required by the Partnership Representative to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred by the Partnership Representative in carrying out its obligations hereunder shall be allocated to and charged to the Company as an expense of the Company for which the Partnership Representative shall be reimbursedGeneral Partner.

Partnership Representative. The Members shall take all reasonable actions With respect to avoid the application to the Company of the centralized partnership audit U.S. federal (and comparable provisions of sections 6221 through 6241 state and local) income tax matters concerning tax years of the Code, as amended by the Bipartisan Budget Act of 2015. If, however, such provisions are found to apply to the Company, a member unless and until the Manager designates otherwise, the Manager, will be the Company’s designated “partnership representative” within the meaning of Code Section 6223 (the “Tax Representative”) with sole authority to act on behalf of the Company for purposes of Subchapter C of Chapter 63 of the Code and any comparable provisions of state or local income tax laws. Initially, the Manager will be the Tax Representative and K▇▇▇▇▇ ▇▇▇▇▇▇▇ will be the “designated individual” within the meaning of Treasury Regulations Section 301.6223-1(b)(3). Each Member agrees that, upon request of the Tax Representative, such Member shall provide such information, execute such instrument and take such other actions as may be necessary or another appointed individual reasonably requested (as determined in good faith by the Tax Representative) to allow the Company (or Tax Representative, acting on behalf of the Company pursuant to this Section 9.3) to comply with any applicable tax reporting and/or withholding obligations, prepare for and participate in any tax proceedings, timely make any tax elections, and otherwise undertake actions relating to tax matters of the Company (including, to the extent applicable, actions to ensure compliance with the provisions of Section 6226 of the Code so that any “partnership adjustments” are taken into account by the Members rather than the Company). Each Member shall act use its best efforts to provide the Tax Representative with such information and execute such instruments as may be needed under the Partnership 2018 Audit Rules or otherwise reasonably requested by the Tax Representative in connection with the 2018 Audit Rules (including, for the purposes avoidance of IRS Code section 6221 through 6241doubt, in connection with making any election thereunder). In the event the member of the Manager is no longer a Member in the Company, and no other individual has been appointed as the Partnership Representative, the Partnership The Tax Representative shall be the Majority Interest owner from amongst the Members. If the Majority Member is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members reimbursed by a Majority of Interests of the Members. The Partnership Representative shall be authorized and required to represent the Company with for all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings. The Partnership Representative shall have the sole authority to (1) sign consents, enter into settlement and other agreements with such authorities with respect to any such examinations or proceedings and (ii) to expend the Company’s funds for professional services incurred in connection therewith. In the event of an adjustment resulting in an underpayment of tax, the Partnership Representative shall duly and timely elect under section 6226 of the IRS Code that each Person who was a Member during the taxable year that was audited personally bear any tax, interest, addition to tax, and penalty resulting from such adjustments and, if for any reason, the Company is liable for a tax, interest, addition to tax, or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably required by the Partnership Representative to conduct such proceedings. Any reasonable direct out-of-pocket expense costs and expenses reasonably incurred in connection with any such proceeding and shall be indemnified by the Company (solely out of Company assets) with respect to any action brought against such Tax Representative in connection with the settlement of any such proceeding. Expenses incurred by the Partnership Representative in carrying out its obligations hereunder shall be allocated to and charged to the Company as an expense of the Company for which the Partnership Tax Representative shall be reimbursedborne by the Company. Such expenses shall include, without limitation, fees of attorneys and other tax professionals, accountants, appraisers and experts, filing fees and reasonable out-of-pocket costs and expenses.

Partnership Representative. The Members shall take all reasonable actions to avoid the application to the Company of the centralized partnership audit provisions of sections 6221 through 6241 of the Code, as amended by the Bipartisan Budget Act of 2015. If, however, such provisions are found to apply to the Company, a member of the Manager or another appointed individual shall act as the Partnership Representative for the purposes of IRS Code section 6221 through 6241. In the event the member of the Manager is no longer a Member in the Company, and no other individual has been appointed as the Partnership Representative, the Partnership Representative shall be the Majority Interest owner from amongst the Members. If the Majority Member is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests of the Members. The Partnership Representative shall be authorized and required to represent the Company with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings. The Partnership Representative shall have the sole authority to (1i) sign consents, enter into settlement and other agreements with such authorities with respect to any such examinations or proceedings and (ii) to expend the Company’s funds for professional services incurred in connection therewith. In the event of an adjustment resulting in an underpayment of tax, the Partnership Representative shall duly and timely elect under section 6226 of the IRS Code that each Person who was a Member during the taxable year that was audited personally bear any tax, interest, addition to tax, and penalty resulting from such adjustments and, if for any reason, the Company is liable for a tax, interest, addition to tax, or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably required by the Partnership Representative to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred by the Partnership Representative in carrying out its obligations hereunder shall be allocated to and charged to the Company as an expense of the Company for which the Partnership Representative shall be reimbursed.

Partnership Representative. (a) The Members shall take all reasonable actions to avoid the application to “Partnership Representative” (as such term is defined under Partnership Audit Provisions) of the Company of the centralized partnership audit provisions of sections 6221 through 6241 of the Code, as amended shall be selected by the Bipartisan Budget Act of 2015Managing Member with the initial Partnership Representative being RocketCo. IfThe Partnership Representative may retain, howeverat the Company’s expense, such provisions are found to apply to the Companyoutside counsel, a member of the Manager or another appointed individual shall act accountants and other professional consultants as the Partnership Representative for the purposes of IRS Code section 6221 through 6241. In the event the member of the Manager is no longer a Member it may reasonably deem necessary in the Company, and no other individual has been appointed course of fulfilling its obligations as the Partnership Representative, the Partnership Representative shall be the Majority Interest owner from amongst the Members. If the Majority Member is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests of the Members. The Partnership Representative is authorized to take, and shall be authorized and required to represent determine in its sole discretion whether or not the Company with will take, such actions and execute and file all examinations statements and forms on behalf of the Company’s affairs Company that are approved by tax authorities, including resulting administrative the Managing Member and judicial proceedings. The Partnership Representative shall have are permitted or required by the sole authority to (1) sign consents, enter into settlement and other agreements with such authorities with respect to any such examinations or proceedings and (ii) to expend the Company’s funds for professional services incurred in connection therewith. In the event applicable provisions of an adjustment resulting in an underpayment of tax, the Partnership Representative shall duly and timely elect Audit Provisions (including a “push-out” election under section Section 6226 of the IRS Code that each Person who was a or any analogous election under state or local tax Law). Each Member during the taxable year that was audited personally bear any tax, interest, addition to tax, and penalty resulting from such adjustments and, if for any reason, the Company is liable for a tax, interest, addition to tax, or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree agrees to cooperate with the Partnership Representative and to use commercially reasonable efforts to do or refrain from doing any or all things reasonably required requested by the Partnership Representative (including paying any and all resulting taxes, additions to conduct tax, penalties and interest in a timely fashion) in connection with any examination of the Company’s affairs by any federal, state, or local tax authorities, including resulting administrative and judicial proceedings. (b) In the event that the Partnership Representative has not caused the Company to make a “push-out” election pursuant to Section 6226 of the Partnership Audit Provisions, then any “imputed underpayment” (as determined in accordance with Section 6225 of the Partnership Audit Provisions) or partnership adjustment that does not give rise to an imputed underpayment shall be apportioned among the Members of the Company for the taxable year in which the adjustment is finalized in such proceedings. Any reasonable direct out-of-pocket expense incurred manner as may be necessary (as determined by the Partnership Representative in carrying out its obligations hereunder good faith) so that, to the maximum extent possible, the tax and economic consequences of the imputed underpayment or other partnership adjustment and any associated interest and penalties (any such amount, an “Imputed Underpayment Amount”) are borne by the Members based upon their Percentage Interests in the Company for the reviewed year. Imputed Underpayment Amounts also shall include any imputed underpayment within the meaning of Section 6225 of the Partnership Audit Provisions paid (or payable) by any entity treated as a partnership for U.S. federal income tax purposes in which the Company holds (or has held) a direct or indirect interest other than through entities treated as corporations for U.S. federal income tax purposes to the extent that the Company bears the economic burden of such amounts, whether by Applicable Law or contract. (c) Each Member agrees to indemnify and hold harmless the Company from and against any liability with respect to such Member’s share of any tax deficiency paid or payable by the Company that is allocable to the Member as determined in accordance with Section 6.01(b) with respect to an audited or reviewed taxable year for which such Member was a partner in the Company. Any obligation of a Member pursuant to this Section 6.01(c) shall be allocated implemented through adjustments to and charged distributions otherwise payable to such Member as determined in accordance with Section 5.03; provided, however, that, at the written request of the Partnership Representative, each Member or former Member may be required to contribute to the Company such Member’s Imputed Underpayment Amount imposed on and paid by the Company; provided, further, that if a Member or former Member individually directly pays, pursuant to the Partnership Audit Provisions, any such Imputed Underpayment Amount, then such payment shall reduce any offset to distribution or required capital contribution of such Member or former Member. Any amount withheld from distributions pursuant to this Section 6.01(c) shall be treated as an expense amount distributed to such Member or former Member for all purposes under this Agreement. For the avoidance of doubt, the obligations of a Member set forth in this Section 6.01(c) shall survive the withdrawal of a Member from the Company for which the Partnership Representative shall be reimbursedor any Transfer of a Member’s interest.

Partnership Representative. The Members shall take all reasonable actions to avoid the application (a) Subject to the Company provisions hereof, the Corporation shall designate each year a “partnership representative” of the centralized partnership audit provisions of sections 6221 through 6241 of Company pursuant to Code Section 6223(a) and any corresponding state or local law (the Code, as amended by the Bipartisan Budget Act of 2015. If, however, such provisions are found to apply to the Company, a member of the Manager or another appointed individual shall act as the Partnership Representative for the purposes of IRS Code section 6221 through 6241. In the event the member of the Manager is no longer a Member in the Company, and no other individual has been appointed as the “Partnership Representative”), which may be the Partnership Representative Corporation and shall be the Majority Interest owner from amongst the Members. If the Majority Member Corporation if no other person is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests of the Membersdesignated. The Partnership Representative shall designate from time to time a “designated individual” to act on behalf of the Partnership Representative, and such designated individual shall be subject to replacement by the Partnership Representative. The Partnership Representative shall have the right and obligation to take all actions authorized and required, respectively, for the Partnership Representative as provided in Code Sections 6222 through 6241, any Treasury Regulations issued or other guidance thereunder and any comparable state or local law (the “Partnership Tax Audit Rules”), and is authorized and required to represent the Company (at the Company’s expense) in connection with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings, and to expend Company funds for professional services reasonably incurred in connection therewith; provided that the Partnership Representative shall not elect to apply the Partnership Tax Audit Rules for any taxable year beginning prior to January 1, 2018. Each Member agrees to cooperate with the Company and to do or refrain from doing any or all things reasonably requested by the Company with respect to the conduct of such proceedings. The Partnership Representative shall have keep all Members fully advised on a current basis of any contacts by or discussions with the tax authorities. All expenses incurred by the Partnership Representative in connection with the Company shall be borne by the Company. Any amounts paid by the Partnership Representative on behalf of the Company shall constitute an advance to the Company subject to reimbursement and not a contribution to its capital. The Partnership Representative is authorized to employ such accountants, attorneys and agents as it, in its sole authority and absolute discretion, determines are necessary to or useful in the performance of its duties. In the event the Person serving as the Partnership Representative resigns or ceases to be the Partnership Representative for any reason, a successor Partnership Representative shall be appointed by the Corporation. Any person who serves as the Partnership Representative shall not be liable to the Company or any Member for any action it takes or fails to take in such capacity, unless such action or failure to act constitutes bad faith, willful misconduct, fraud or a material breach of this Agreement. The Company shall indemnify the Partnership Representative as provided in Section 7.04. (1b) sign consentsIf the Company receives a notice of final partnership adjustment from the Internal Revenue Service, enter into settlement and other agreements with such authorities the Partnership Representative may (i) elect to apply the provisions of Section 6225 of the Code with respect to any imputed underpayment arising from such examinations or proceedings and adjustment and/or (ii) cause the Company to expend (x) elect the Companyapplication of Section 6226 of the Code, with respect to any imputed underpayment arising from such adjustment, and (y) furnish to each Member, and former Member (as applicable), a statement of such Member’s funds for professional services incurred share (based on the year to which such adjustment relates) of any adjustment to income, gain, loss, deduction or credit (as determined in connection therewith. In the event notice of an adjustment resulting in an underpayment of taxfinal partnership adjustment). (c) Upon the Partnership Representative’s request, each Member shall provide to the Partnership Representative shall duly and timely elect under section 6226 within the required time frame any information that the Partnership Representative believes may be necessary or appropriate to resolve any tax issue relating to the Company or Buddy’s or comply with or be eligible to invoke any aspect of the IRS Code that each Person who was a Member during Partnership Tax Audit Rules. Notwithstanding anything to the taxable year that was audited personally bear any tax, interest, addition to tax, and penalty resulting from such adjustments andcontrary in this Agreement, if for any reason, the Company is liable for a tax, interest, addition to tax, tax or penalty as a result under the Partnership Tax Audit Rules (including, for the avoidance of such an auditdoubt, any pre-existing taxes or penalties of Buddy’s under the Partnership Tax Audit Rules to which the Company succeeds), each Person who was a member Member during the taxable year of the Company or Buddy’s that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses , and the expense for the Company’s payment of such tax, interest, addition to tax, or tax and penalty shall be specially allocated to such Persons (or their successors) in such proportions. The Partnership Representative shall have Any amounts described in the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree to cooperate with immediately preceding sentence shall, in the Partnership Representative and to do or refrain from doing any or all things reasonably required by the Partnership Representative to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred by the Partnership Representative in carrying out its obligations hereunder shall Representative’s sole discretion, (i) be allocated to and charged promptly paid to the Company as an expense by such Member or (ii) be paid by reducing the amount of the Company for current or next succeeding Distribution and Tax Advances which would otherwise have been made to such Member. The obligations of the Partnership Representative Members under this Section 9.03(b) shall be reimbursedsurvive the withdrawal of a Member and the dissolution of the Company.

Partnership Representative. (i) Nassau Machines, Inc. is hereby designated as the initial “partnership representative” of the Company under Section 6223(a) of the Partnership Tax Audit Rules and as the “tax matters partner” pursuant to Section 6231(a)(7) of the Code prior to its amendment by the Partnership Tax Audit Rules for purposes of state and local jurisdictions that have not conformed to the Partnership Tax Audit Rules (in each case, the “Partnership Representative”). Each of the Members hereby consents to such designation and agrees to take any such further action as may be required by Treasury Regulations or otherwise to effectuate such designation. The Members Partnership Representative is authorized and required to represent the Company (at the Company’s expense) in connection with all examinations of the Company’s affairs by any tax authorities, including resulting judicial and administrative proceedings, and to expend Company funds for professional services and costs associated therewith. Each Member agrees that such Member will not independently act with respect to tax audits or tax litigation of the Company, unless previously authorized to do so in writing by the Partnership Representative, which authorization may be withheld by the Partnership Representative in its sole and absolute discretion. The Partnership Representative shall take have sole discretion to determine whether the Company (either on its own behalf or on behalf of the Members) will contest or continue to contest any tax deficiencies assessed or proposed to be assessed by any taxing authority. The Partnership Representative shall give notice to each Member of any item or event with respect to taxes, including a proposed administrative or judicial proceeding involving taxes, and any proposed deficiency or similar notice of intention to assess taxes, and permit any potentially affected Member the opportunity to participate in such tax event or proceedings at such Member’s expense. Promptly following the written request of the Partnership Representative, the Company shall, to the fullest extent permitted by applicable law, reimburse and indemnify the Partnership Representative for all reasonable actions to avoid expenses, including reasonable legal and accounting fees, claims, liabilities, losses and damages incurred by the application Partnership Representative in such capacity in connection with any administrative or judicial proceeding with respect to the Company tax liability of the centralized Members. (ii) The provisions of this Section 7.4 shall survive the termination of the Company or the termination of any Member’s Units 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 U.S. federal income taxation of the Company or the Members. Each Member shall be liable for and shall indemnify the Company against, and shall promptly upon demand by the Partnership Representative, pay to the Company, such Member’s share (as determined by the Partnership Representative) of any imputed underpayment of tax and any interest and penalties relating thereto imposed on the Company as a result of any partnership adjustment or other proceeding with substantially similar effect under the Partnership Tax Audit Rules. For avoidance of doubt, the immediately preceding sentence applies only to United States federal income taxes and related interest and penalties imposed under the Partnership Tax Audit Rules, and state and local income taxes and related interest and penalties imposed under laws or regulations that conform to or operate in substantially the same manner as the Partnership Tax Audit Rules with respect to an imputed underpayment and related interest and penalties. The liability and obligation of a Member under this Section 7.4(a)(ii) shall survive any sale, exchange, liquidation, retirement or other disposition of such Member’s Units. (iii) The Partnership Representative shall have the authority to make any elections or take any actions under the partnership audit provisions of sections 6221 through 6241 procedures enacted under Section 1101 of the CodeBipartisan Budget Act of 2015 (including any election under Section 6226 of the Code (under the Partnership Tax Audit Rules)), and each Member shall cooperate to the extent necessary in the making of any such election or the taking of any such action. If an election under Section 6226 of the Code (as amended by the Bipartisan Budget Act of 2015. If) is made, however, such provisions are found the Company shall furnish to apply to each Member for the Company, year under audit a member statement of the Manager or another appointed individual Member’s share of any adjustment set forth in the notice of final partnership adjustment, and each Member shall act take such adjustment into account as required under Section 6226(b) of the Code (under the Partnership Tax Audit Rules). (iv) The Partnership Representative may resign at any time. If the Person serving as the Partnership Representative for the purposes of IRS Code section 6221 through 6241. In the event the member of the Manager is no longer a Member in the Company, and no other individual has been appointed as the Partnership Representative, ceases to be the Partnership Representative shall be the Majority Interest owner from amongst the Members. If the Majority Member is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests of the Members. The Partnership Representative shall be authorized and required to represent the Company with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings. The Partnership Representative shall have the sole authority to (1) sign consents, enter into settlement and other agreements with such authorities with respect to any such examinations or proceedings and (ii) to expend the Company’s funds for professional services incurred in connection therewith. In the event of an adjustment resulting in an underpayment of tax, the Partnership Representative shall duly and timely elect under section 6226 of the IRS Code that each Person who was a Member during the taxable year that was audited personally bear any tax, interest, addition to tax, and penalty resulting from such adjustments and, if for any reason, the Company is liable for Managing Member shall appoint a tax, interest, addition to tax, or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportions. The new Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably required by the Partnership Representative to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred by the Partnership Representative in carrying out its obligations hereunder shall be allocated to and charged to the Company as an expense of the Company for which the Partnership Representative shall be reimbursedRepresentative.

Partnership Representative. The Members shall take all reasonable actions to avoid the application Pursuant to the Company Revised Partnership Audit Rules: (i) the Managers shall designate the “partnership representative” of the centralized partnership audit provisions Partnership within the meaning of sections 6221 through 6241 Section 6223(a) of the Code, as amended by and, if the Bipartisan Budget Act of 2015. If, however, such provisions are found to apply to the Companypartnership representative is not an individual, a member designated individual to act on its behalf (together, the “Partnership Representative”) and for the corresponding provision of any state or local statute, (ii) each of the Manager Members hereby consents to such designation and agrees to take any such further action as may be required by regulations or another appointed individual shall act as otherwise to effectuate such designation, (iii) the Partnership Representative for the purposes of IRS Code section 6221 through 6241. In the event the member of the Manager is no longer a Member in the Company, and no other individual has been appointed as the Partnership Representative, the Partnership Representative shall be the Majority Interest owner from amongst the Members. If the Majority Member is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests of the Members. The Partnership Representative shall be authorized and required to represent the Company (at the Company’s expense) in connection with all examinations of the Company’s affairs by any tax authorities, including resulting judicial and administrative proceedings, and judicial proceedings. The to expend Company funds for the services and costs associated therewith, (iv) the decisions of the Partnership Representative shall be final and binding as to all Members, (v) the Partnership Representative shall have the sole authority to (1make elections set forth in the Revised Partnership Audit Rules, including, but not limited to, the election set forth in Section 6221(b) sign consentsof the Code to opt out of the Revised Partnership Audit Rules, enter into settlement and other agreements with such authorities with respect to any such examinations or proceedings make the election under Section 6226(a) of the Code if the Company is not eligible to opt out of the Revised Partnership Audit Rules, and (iivi) any imputed underpayment imposed on the Company pursuant to expend Section 6225 of the Code (and any related interest, penalties or other additions to tax) that the Company reasonably determines is attributable to one or more Members or assignees shall be promptly paid by such Members or assignees to the Company (pro rata in proportion to their respective shares of such underpayment as reasonably determined by the Managers) within fifteen (15) days following the Company’s funds request for professional services incurred payment. Notwithstanding the foregoing and for the avoidance of doubt, any failure to pay such amount shall result in connection therewitha subsequent reduction in distributions otherwise payable to such Member and shall be treated as paid by the Company on behalf of such Member for all purposes. In “Revised Partnership Audit Rules” means the event provisions of an adjustment resulting in an underpayment Subchapter C of taxSubtitle A, Chapter 63 of the Code, as amended by P.L. 114-74, the Partnership Representative shall duly and timely elect under section 6226 Bipartisan Budget Act of the IRS Code that each Person who was a Member during the taxable year that was audited personally bear 2015 (together with any taxsubsequent amendments thereto, interest, addition to taxTreasury Regulations promulgated thereunder, and penalty resulting from such adjustments andpublished administrative interpretations thereof) or any similar procedures established by a state, if for any reason, the Company is liable for a tax, interest, addition to tax, local or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decisionnon-making authority with respect to all federal income tax matters involving the Company. The Members agree to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably required by the Partnership Representative to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred by the Partnership Representative in carrying out its obligations hereunder shall be allocated to and charged to the Company as an expense of the Company for which the Partnership Representative shall be reimbursedU.S. taxing authority.

Partnership Representative. (a) The Managing Member shall be the “partnership representative” of the Company under Code Section 6223 for federal income tax purposes (the “Partnership Representative”). The Partnership Representative shall receive no compensation for its services. All third-party costs and expenses incurred by the Partnership Representative in performing its duties as such (including legal and accounting fees and expenses) shall be borne by the Company in addition to any reimbursement pursuant to Section 7.4 hereof. Nothing herein shall be construed to restrict the Company from engaging an accounting firm to assist the Partnership Representative in discharging its duties hereunder The Managing Member shall appoint an individual (the “Designated Individual”) through whom the Partnership Representative will act in accordance with Regulations Section 301.6223-1 and any other applicable IRS guidance. The Designated Individual is authorized to take any action the Partnership Representative is authorized to take under this Agreement. The Members shall take all reasonable actions to avoid promptly provide the application Partnership Representative with such information as is readily available to the Members as may be reasonably requested by the Partnership Representative from time to time in connection with any tax audit or judicial review proceeding. (b) The Partnership Representative is authorized, but not required: (i) to enter into any settlement with the IRS with respect to any administrative or judicial proceedings for the adjustment of Company items required to be taken into account by a Member for income tax purposes (such administrative proceedings being referred to as a “tax audit” and such judicial proceedings being referred to as “judicial review”), and in the settlement agreement the Partnership Representative may expressly state that such agreement shall bind all Members; (ii) in the event that a notice of a final administrative adjustment at the Company level of any item required to be taken into account by a Member for tax purposes (a “Final Adjustment”) is mailed to the Partnership Representative, to seek judicial review of such Final Adjustment, including the filing of a petition for readjustment with the United States Tax Court or the United States Claims Court, or the filing of a complaint for refund with the District Court of the centralized partnership audit provisions United States for the district in which the Company’s principal place of sections 6221 through 6241 business is located; (iii) to intervene in any action brought by any other Member for judicial review of a Final Adjustment; (iv) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (v) to enter into an agreement with the IRS to extend the period for assessing any tax that is attributable to any item required to be taken into account by a Member for tax purposes, or an item affected by such item; (vi) to make an election under Code Section 6226; and (vii) to take any other action on behalf of the CodeMembers or any of them in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the Partnership Representative in connection with any such proceeding, except to the extent required by law, is a matter in the sole and absolute discretion of the Partnership Representative and the provisions relating to indemnification of the Managing Member set forth in Section 7.7 hereof shall be fully applicable to the Partnership Representative and the Designated Individual in their capacities as amended by such. (c) For tax years beginning before December 31, 2017, a “Tax Matters Partner,” as such term is defined in Section 6231(a)(7) of the Code (as in effect prior to the enactment of the Bipartisan Budget Act of 2015. If, however, such provisions are found to apply to ) and in any similar capacity under the tax laws of any state or other jurisdiction having taxing jurisdiction over the Company, was appointed by the Managing Member. The Tax Matters Partner is the Managing Member. Except as otherwise provided in this Agreement, the Tax Matters Partner shall have all the rights, duties, powers and obligations of a member “tax matters partner” under the Code (as in effect prior to the enactment of the Manager or another appointed individual shall act as the Partnership Representative for the purposes Bipartisan Budget Act of IRS Code section 6221 through 6241. In the event the member of the Manager is no longer a Member in the Company, and no other individual has been appointed as the Partnership Representative, the Partnership Representative shall be the Majority Interest owner from amongst the Members. If the Majority Member is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests of the Members2015). The Partnership Representative Tax Matters Partner shall be authorized and required to represent the Company with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings. The Partnership Representative shall have the sole authority to (1) sign consents, enter into settlement and other agreements with such authorities with respect to not take any such examinations actions or proceedings and (ii) to expend the Company’s funds for professional services incurred in connection therewith. In the event of an adjustment resulting in an underpayment of tax, the Partnership Representative shall duly and timely elect under section 6226 of the IRS Code that each Person who was a Member during the taxable year that was audited personally bear make any tax, interest, addition to tax, and penalty resulting from such adjustments and, if for any reason, the Company is liable for a tax, interest, addition to tax, or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably required by the Partnership Representative to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred by the Partnership Representative in carrying out its obligations hereunder shall be allocated to and charged to the Company as an expense of the Company for which the Partnership Representative shall be reimbursed.elections contrary

Partnership Representative. the Manager is hereby designated as the "partnership representative" of the Company for purposes and within the meaning of the New Partnership Audit Rules (the "Partnership Representative"). The Members Company and each Member shall take all reasonable such actions as may be required to avoid the application effect such designation. The Partnership Representative shall designate from time to the Company time a "designated individual" to act on behalf of the centralized partnership audit provisions of sections 6221 through 6241 of the CodePartnership Representative, as amended by the Bipartisan Budget Act of 2015. If, however, and such provisions are found to apply to the Company, a member of the Manager or another appointed designated individual shall act as be subject to replacement by the Partnership Representative for in accordance with the purposes of IRS Code section 6221 through 6241and Treasury Regulations. In To the event extent that the member Partnership Representative does not make an election to apply the alternative method provided by Section 6226 of the Manager is no longer a Member in the Company, and no other individual has been appointed as the Partnership RepresentativeCode (or any analogous provision of state or local tax law), the Partnership Representative shall be have the Majority Interest owner from amongst authority and discretion to determine the Members. If portion of any imputed underpayment (within the Majority Member is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests meaning of the MembersNew Partnership Audit Rules) allocable to each Member. The Partnership Representative shall be authorized and required Each Member agrees to represent the Company with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings. The Partnership Representative shall have the sole authority to (1) sign consents, enter into settlement and other agreements with such authorities with respect to provide any such examinations or proceedings and (ii) to expend the Company’s funds for professional services incurred in connection therewith. In the event of an adjustment resulting in an underpayment of tax, the Partnership Representative shall duly and timely elect under section 6226 of the IRS Code that each Person who was a Member during the taxable year that was audited personally bear any tax, interest, addition to tax, and penalty resulting from such adjustments and, if for any reason, the Company is liable for a tax, interest, addition to tax, or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree to cooperate with the Partnership Representative and to do or refrain from doing any or all things information reasonably required by the Partnership Representative to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred requested by the Partnership Representative in carrying out its obligations hereunder order to determine whether any imputed underpayment (within the meaning of the New Partnership Audit Rules) may be modified in a manner consistent with the requirements of Code Section 6225(c), including any information that will enable the Partnership Representative to determine the portion of the imputed underpayment allocable to (A) a "tax-exempt entity" (as defined in Code Section 168(h)(2)), in the case of ordinary income, to a C corporation or, in the case of capital gain or qualified dividend income, to an individual. Each Member agrees that any payment by the Company of a partnership level tax imposed with respect to the New Partnership Audit Rules shall be allocated treated as paid with respect to and charged such Member. Each Member shall promptly contribute the amount of its allocable share of any partnership-level tax upon request by the Manager and, to the extent a Member does not contribute such amount within 15 days after demand for payment thereof, the Company as an expense shall offset such amount against distributions to which such Member would otherwise be subsequently entitled pursuant to Section 4.02 and 4.03 (and such amounts shall be deemed distributed pursuant to those provisions). Each Member hereby agrees to indemnify and hold harmless the Company, the other Members, the Partnership Representative and the Manager from and against any liability (including any liability for partnership level taxes imposed with respect to the New Partnership Audit Rules) with respect to income attributable to or distributions or other payment to such Member. Each Member agrees, upon the request of the Partnership Representative, to file an amended United States federal income tax return for the taxable year which includes the end of the taxable year to which an imputed underpayment relates and to pay on a timely basis any and all resulting taxes, additions to tax, penalties and interest due in connection with such tax return in accordance with Code Section 6225(c)(2). (Il) Notwithstanding anything in this Agreement to the contrary,(x) the Partnership Representative, in its sole discretion, may, and/or may cause the Company for which to, make or take (or not make or take) any election or other action that the Partnership Representative and/or the Company is permitted or required to make or take (or not make or take) under the New Partnership Audit Rules; and (y) each Member shall timely make or take (and/or cause to be timely made and taken) any and all actions and payments, and each Member shall timely prepare and file (and/or shall cause to be timely prepared and filed) any and all of its tax returns, consistent with and in compliance with the New Partnership Audit Rules and/or otherwise as the Partnership Representative shall determine to be reimbursedconsistent with and in compliance with the New Partnership Audit Rules and which the Partnership directs a Member to make, take or do.

Partnership Representative. For taxable years ending prior to January 1, 2018, The Members the Manager shall take all reasonable actions to avoid be the application to the Company of the centralized partnership audit provisions of sections 6221 through 6241 Company’s “tax matters partner” (as such term is defined in Section 6231(a)(7) of the Code, as amended prior to amendment by the Bipartisan Budget Act Act) (the “Tax Matters Member”), with all of 2015the powers that accompany such status (except as otherwise provided in this Agreement). IfFor taxable years ending after December 31, however2017, such provisions are found the Manager shall have the right to apply be or to appoint the Company’s “partnership representative” and, a member if applicable, the designated individual within the meaning of Code Section 6223 (the “Partnership Representative”) with sole authority to act on behalf of the Manager or another appointed individual shall act as Company for purposes of the Partnership Representative for Audit Procedures. Promptly following the purposes of IRS Code section 6221 through 6241. In the event the member written request of the Manager is no longer a Tax Matters Member in the Company, and no other individual has been appointed as or the Partnership Representative, the Company shall, to the fullest extent permitted by law, reimburse and indemnify the Tax Matters Member or the Partnership Representative shall be Representative, as applicable, for all reasonable expenses, including, without limitation, reasonable legal and accounting fees, claims, liabilities, losses and damages incurred by the Majority Interest owner from amongst Tax Matters Member or the Partnership Representative, as applicable, in connection with any administrative or judicial proceeding with respect to the tax liability of the Members. If Company or any of the Majority Members. Furthermore, in the event the Company is liable under the Partnership Audit Procedures for any imputed underpayment (including interest and penalties) with respect to items of Company income, gain, loss, deduction or credit attributable to a Member for the applicable year, such Member shall promptly reimburse the Company for such amount and such reimbursement shall not be considered a Capital Contribution to the Company by such Member. The foregoing sentence shall apply even if the applicable Member is unable or unwilling to serveno longer a member of the Company at the time the Company becomes liable for such imputed underpayment. Each Member agrees that, upon request of the Partnership Representative Representative, such Member shall take such actions and provide any such information as may be appointed from amongst necessary or desirable (as determined by the remaining Members by a Majority Partnership Representative) in connection with any administrative or judicial proceeding with respect to the tax liability of Interests the Company or any of the Members. The Partnership Representative provisions of this Section 3.5 shall be authorized and required to represent survive the Company with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings. The Partnership Representative shall have the sole authority to (1) sign consents, enter into settlement and other agreements with such authorities with respect to any such examinations or proceedings and (ii) to expend the Company’s funds for professional services incurred in connection therewith. In the event of an adjustment resulting in an underpayment of tax, the Partnership Representative shall duly and timely elect under section 6226 of the IRS Code that each Person who was a Member during the taxable year that was audited personally bear any tax, interest, addition to tax, and penalty resulting from such adjustments and, if for any reason, the Company is liable for a tax, interest, addition to tax, or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably required by the Partnership Representative to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred by the Partnership Representative in carrying out its obligations hereunder shall be allocated to and charged to the Company as an expense termination of the Company and shall remain binding on the Members for which as long a period of time as is necessary to resolve with the Partnership Representative shall be reimbursedInternal Revenue Service (or state or local taxing authorities, as the case may be) any and all matters regarding the U.S. federal income taxation of the Company or the Members.”

Partnership Representative. The Members Tax Compliance Person shall take all reasonable actions to avoid act as the application to “partnership representative” of the Company within the meaning of Section 6223(a) of the centralized partnership audit provisions of sections 6221 through 6241 of the CodeIRC, as amended by the U.S. Bipartisan Budget Act of 2015. IfThe partnership representative shall have all of the rights, howeverduties, powers and obligations provided for in Sections 6221 through 6231 of the IRC, as amended by the U.S. Bipartisan Budget Act of 2015. Notwithstanding the foregoing, the KKR Member, in its sole discretion, may designate another person to replace the Tax Compliance Person as “partnership representative”, and such provisions are found person shall have all such rights, duties, powers and obligations. The partnership representative shall promptly notify the KKR Member, Coty and the Tax Compliance Person (if it is not the partnership representative at that time) of any notices that it receives related to apply a U.S. tax proceedings, and shall timely inform such persons of the status of such tax proceedings. Notwithstanding the foregoing, the partnership representative shall be subject to the Company, a member control of the Manager Board and shall not settle or another appointed individual shall act as the Partnership Representative for the purposes of IRS Code section 6221 through 6241. In the event the member otherwise compromise any issue in any examination, audit or other proceeding with any Taxation Authority without first obtaining approval of the Manager is no longer a Member Board. The partnership representative shall determine whether any Imputed Underpayment Amount can be reduced pursuant to Sections 6225(c)(2)(B), (3), (4) or (5) of the IRC and any similar provisions of state or local laws. Each Shareholder hereby agrees to cooperate to provide any information or take such other actions as may be reasonably requested by the partnership representative in order to make such determination. Notwithstanding the Company, and no other individual has been appointed as the Partnership Representativeforegoing, the Partnership Representative partnership representative shall be not require any Shareholder to file an amended Tax Return. A Shareholder’s obligation to comply with this Clause 8.1(f) shall survive the Majority Interest owner from amongst the Members. If the Majority Member is unable transfer, assignment or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests of the Members. The Partnership Representative shall be authorized and required to represent the Company with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings. The Partnership Representative shall have the sole authority to (1) sign consents, enter into settlement and other agreements with such authorities with respect to any such examinations or proceedings and (ii) to expend the Company’s funds for professional services incurred in connection therewith. In the event of an adjustment resulting in an underpayment of tax, the Partnership Representative shall duly and timely elect under section 6226 of the IRS Code that each Person who was a Member during the taxable year that was audited personally bear any tax, interest, addition to tax, and penalty resulting from such adjustments and, if for any reason, the Company is liable for a tax, interest, addition to tax, or penalty as a result liquidation of such an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such PersonShareholder’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons interest in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree to cooperate with the Partnership Representative partnership representative shall receive no compensation for its services. All third party costs and to do or refrain from doing any or all things reasonably required expenses incurred by the Partnership Representative to conduct partnership representative in performing its duties as such proceedings. Any reasonable direct (including legal and accounting fees and any out-of-pocket expense incurred expenses) shall be borne by the Partnership Representative in carrying out its obligations hereunder shall be allocated to and charged to the Company as an expense of the Company for which the Partnership Representative shall be reimbursedCompany.

Partnership Representative. The Members shall take all reasonable actions to avoid the application to the Company of the centralized partnership audit provisions of sections 6221 through 6241 of the Code, as amended by the Bipartisan Budget Act of 2015. If, however, such provisions are found to apply to the Company, a member of the Manager or another appointed individual shall act as the Partnership Representative for the purposes of IRS Code section 6221 through 6241. In the event the member of the Manager is no longer a Member in the Company, and no other individual has been appointed as the Partnership Representative, the Partnership Representative shall be the Majority Interest owner from amongst the Members. If the Majority Member is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests of the Members. Tulsa Real Estate Fund, LLC C-7 Company Agreement The Partnership Representative shall be authorized and required to represent the Company with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings. The Partnership Representative shall have the sole authority to (1) sign consents, enter into settlement and other agreements with such authorities with respect to any such examinations or proceedings and (ii) to expend the Company’s funds for professional services incurred in connection therewith. In the event of an adjustment resulting in an underpayment of tax, the Partnership Representative shall duly and timely elect under section 6226 of the IRS Code that each Person who was a Member during the taxable year that was audited personally bear any tax, interest, addition to tax, and penalty resulting from such adjustments and, if for any reason, the Company is liable for a tax, interest, addition to tax, or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably required by the Partnership Representative to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred by the Partnership Representative in carrying out its obligations hereunder shall be allocated to and charged to the Company as an expense of the Company for which the Partnership Representative shall be reimbursed.

Partnership Representative. The Members shall take all reasonable actions to avoid Board may appoint and replace a Partnership Representative (within the application to the Company meaning of Section 6223 of the centralized partnership audit provisions of sections 6221 through 6241 of the Code, as amended by the Bipartisan Budget Act of 2015. If, however, such provisions are found to apply to the Company, a member of the Manager Code and any Treasury Regulations or another appointed individual shall act as other administrative or judicial pronouncements promulgated thereunder) and authorize the Partnership Representative to take any and all actions determined by the Board and permissible under Code § 6223 and Treasury Regulations thereunder; provided that for all tax years beginning after December 31, 2017, the purposes of IRS Code section 6221 through 6241. In Members shall continue to have all the event rights that they had during all tax years ending on or before December 31, 2017 pursuant to the member of the Manager is no longer a Member in the CompanySection 6.3, and no other individual has been appointed as the Partnership Representative, the Partnership Representative shall be the Majority Interest owner from amongst the Members. If the Majority Member is unable or unwilling take any necessary action to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests of the ensure such rights to such Members. The Partnership Representative shall be authorized give prompt written notice to each other Member of any and required to represent all notices it receives from the Company with all examinations of Internal Revenue Service concerning the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings. The Partnership Representative shall have take no action without the sole authority to (1) sign consentsauthorization of the Board, enter into settlement and other agreements with than such authorities with respect to any such examinations or proceedings and (ii) to expend action as may be required by law. Without the Company’s funds for professional services incurred in connection therewith. In consent of the event of an adjustment resulting in an underpayment of taxClass A Unitholders, the Partnership Representative shall duly and timely elect under section 6226 not extend the statute of limitations, file a request for administrative adjustment, file suit concerning any federal, state or local tax refund or deficiency relating to any Company administrative adjustment or enter into any settlement agreement relating to any Company item of income, gain, loss, deduction or credit for any fiscal year of the IRS Company, or take any other material action relating to any federal, state or local tax proceeding involving the Company. In the event that the Board determines that the foregoing provisions are no longer applicable to the Company, either due to a change of controlling law or the enactment of applicable Treasury Regulations, the Board is authorized to take any reasonable actions as may be required concerning tax matters of the Company not otherwise addressed in Section 6.3 and this Section 6.4. If an audit results in an imputed underpayment by the Company as determined under Section 6225 of the Code, the Partnership Representative, unless otherwise directed by the Board, may make the election under Section 6226(a) of the Code that each Person who was a Member during within 45 days after the taxable year that was audited personally bear any tax, interest, addition to tax, and penalty resulting from date of the notice of final partnership adjustment in the manner provided by the Internal Revenue Service. If such adjustments and, if for any reasonan election is made, the Company is shall furnish to each Member of the Company for the year under audit a statement reflecting the Member’s share of the adjusted items as determined in the notice of final partnership adjustment, and each such Member shall take such adjustment into account as required under Section 6226(b) of the Code and shall be liable for a taxany related interest, interestpenalty, addition to tax, or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably required by the Partnership Representative to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred by the Partnership Representative in carrying out its obligations hereunder shall be allocated to and charged to the Company as an expense of the Company for which the Partnership Representative shall be reimbursedadditional amount.

Partnership Representative. (a) The Members shall take all reasonable actions to avoid Company Manager is hereby designated the application to initial partnership representative for purposes of 6223 of the Code (“Partnership Representative”), and is responsible for acting as the liaison between the Company of and the centralized partnership audit provisions of sections 6221 through 6241 of the Code, as amended by the Bipartisan Budget Act of 2015. If, however, such provisions are found to apply to the Company, a member of the Manager or another appointed individual shall act as the Partnership Representative for the purposes of IRS Code section 6221 through 6241. In the event the member of the Manager is no longer a Member in the Company, and no other individual has been appointed as the Partnership Representative, the Partnership Representative shall be the Majority Interest owner from amongst the Members. If the Majority Member is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests of the Members. The Partnership Representative shall be authorized and required to represent the Company with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedingsInternal Revenue Service (“Service”). The Partnership Representative shall have the exclusive authority and discretion to make any elections required or permitted to be made by the Company or any Series under any provisions of the Code or any other applicable laws and has the sole authority under the Code to (1) sign consentsdeal with the Internal Revenue Service regarding any audit of or assessment against the Company or any Series under the BBA to the exclusion of all Members. At any time during an audit by the Internal Revenue Service of the Company or any Series, enter into settlement and other agreements the Company Manager shall have the authority to remove, with such authorities with respect to any such examinations or proceedings and (ii) to expend the Company’s funds for professional services incurred in connection therewith. In the event of an adjustment resulting in an underpayment of taxwithout cause, the Partnership Representative shall duly and timely elect under section 6226 of the IRS Code that each Person who was appoint a Member during the taxable year that was audited personally bear any tax, interest, addition to tax, and penalty resulting from such adjustments and, if for any reason, the Company is liable for a tax, interest, addition to tax, or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportionsreplacement Partnership Representative. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably required be reimbursed by the Partnership Representative to conduct such proceedings. Any reasonable direct out-of-Company for all out of pocket expense expenses, costs and liabilities expended or incurred by the Partnership Representative in carrying out its obligations hereunder shall be allocated acting as the Company’s and each Series’ Partnership Representative. (b) Each of the Members consents to and charged agrees to become bound by all actions of the Partnership Representative, including any contest, settlement or other action or position which the Partnership Representative may deem proper under the circumstances. The Members specifically acknowledge, without limiting the general applicability of this Section 6.03, that the Partnership Representative will not be liable, responsible or accountable in damages or otherwise to the Company or any Member with respect to any action taken by it in its capacity as an expense a Partnership Representative, except for bad faith, fraud, gross negligence, willful misconduct or breach of fiduciary duty. All reasonable out-of- pocket expenses incurred by the Partnership Representative in such capacity will be considered expenses of the Company for which the Partnership Representative will be entitled to full reimbursement. (c) The Partnership Representative shall, to the extent available and advisable, make a valid small partnership election for each taxable year of the Company. The Partnership Representative shall covenant in writing to undertake its function in such capacity in good faith and with reasonable diligence. The Company Manager is hereby authorized, but not required, to cause the Company to indemnify the Partnership Representative for acts or omissions in discharging said function except any that result from the Partnership Representative’s gross negligence or bad faith. Respective to any taxable year of the Company, reasonably in advance of the date on which a BBA small partnership election must be made for such taxable year, the Partnership Representative shall, as and if applicable, consult with the Company’s tax advisor, and, if the tax advisor so advises. The Partnership Representative shall determine on a timely basis that the Company is so qualified and the Partnership Representative shall make a timely small partnership election for the Company for that taxable year, and, in such event, the Partnership Representative shall provide prompt written notice to the Members that the Partnership Representative has done so. (d) If, for any Company taxable year, the Partnership Representative determines that the Company cannot qualify for a small partnership election, the Partnership Representative shall, either independently or in consultation with the Company’s tax preparer, determine the advisability of making, and if so advisable shall notify the Company Manager and shall make a push-out election under BBA Section 6226(b). (e) In connection with any BBA audit of the Company or any Series, the Partnership Representative shall resolve each issue in the audit only in accordance with the affirmative accession of the Company Manager to the advice of the Partnership Representative made, either independently or in consultation with the Company’s tax preparer, after appropriately articulating to it the issues involved and the dynamics of the impact upon the Company or any Series and the Members respective to any such proposed posture. (f) If, in connection with a BBA audit, the IRS assesses a tax against the Company or any Series, the Partnership Representative, acting under BBA Section 6225(c), may require all of the Members, or Persons who were previously Members as to an applicable Reviewed Year but not as of an applicable adjustment year, and the Persons signing or joining this Agreement as a condition to becoming a Member hereby agree in such case, to file amended tax returns for the Reviewed Year and to pay their share of such assessed tax for such applicable period, in proportion to the share of partnership income or loss ascribed to each for such year, or, as necessary, upon such substantially similar allocation basis as the former basis of allocation may under then existing circumstances be required to be modified to address in a case in which the obligated Person would not as of such an applicable adjustment year then be a Member. This provision shall survive each Person’s cessation as a Member of the Company or any amendment or termination of this Agreement for so long as a return of a Reviewed Year of the Company as to which any Person was a Member would be open to audit, and each Person signing this Agreement as a Member hereby agrees to indemnify the Company and the other Members from and against any amounts of assessed taxes as they would be otherwise obligated to pay in accordance with this Section 6.03, in a case in which such Person would not do so, as well as against all reasonable attorneys’ fees and costs that would be incurred by the Company or such other one or more Members in the event undertakings, including legal proceedings, to enforce such obligation hereunder against such Person were commenced. (g) The Company Manager reserves the authority to, at any time, and from time to time, consider adopting a prohibition against the Company’s admission of any Person as a Member whose admission would disqualify the Company from making a small partnership election. In such a case, the Company shall admit no Person as a Member if such Person’s admission as a Member would disqualify the Company from making a valid small partnership election. Upon the Manager’s resolution to prohibit admission of such Persons as would disqualify the Company Manager’s election as a small partnership, no Member shall Transfer all or any part of a Member’s Units to any Person in a case in which such Transfer would disqualify the Company or any Series from making a small partnership election, and in such event, the Company Manager shall provide notice thereof to all Members. (h) Each Person becoming a Member hereby acknowledges that the BBA is new federal tax legislation effective generally as of January 1, 2018, that it replaces conventional prior tax law as it relates to the subject matter within its scope, and that there remain many unresolved issues regarding the implementation of certain of its provisions, whether through IRS Treasury Regulations, case law, or administrative resolutions of applicable governing authorities. Accordingly, the Members acknowledge that the Company Manager reserves the right to supplement or amend any applicable provisions of this Agreement, including as to this Section 6.03, to address such additional processes or procedures as may be indicated as such unresolved issues are prospectively addressed as to reasonably facilitate the Company’s compliance with the BBA. (i) The Members shall provide the Company with such information, which may be necessary or desirable in connection with such elections or otherwise in connection with the compliance with applicable tax laws, including providing information in connection with Section 743 of the Code and elections permitted thereunder. The Company Manager shall cause to be prepared and filed all tax returns of the Company and shall make all determinations as to tax elections by the Company. Unless otherwise required by law, the Company Manager shall be reimbursedthe “tax matters partner” of the Company and each Series within the meaning of Section 6231(a)(7) of the Code. Prompt notice shall be given to the Company Manager upon receipt of advice that the Internal Revenue Service or other taxing authority intends to examine any income tax return or record or books of the Company. The Company Manager shall provide the Company with such information, which may be necessary or desirable in connection with such elections or otherwise in connection with the compliance with applicable tax laws, including providing information in connection with Section 743 of the Code and elections permitted thereunder.

Partnership Representative. The Members Board shall take all reasonable actions appoint an individual to avoid be the application to the Company of the centralized “partnership audit provisions of sections 6221 through 6241 of the Coderepresentative” as provided in Code Section 6223(a), as amended by the Bipartisan Budget Act of 2015. If, however, such provisions are found to apply to 2015 (the Company, a member of “BBA”) (the Manager or another appointed individual shall act as the Partnership Representative for the purposes of IRS Code section 6221 through 6241. In the event the member of the Manager is no longer a Member in the Company, and no other individual has been appointed as the “Partnership Representative, the Partnership Representative shall be the Majority Interest owner from amongst the Members. If the Majority Member is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests of the Members”). The Partnership Representative shall be is authorized and required to represent the Company (at the Company’s expense) in connection with all examinations of the Company’s affairs by tax taxing authorities, including resulting administrative and judicial proceedings, and to expend Company funds for professional services and costs associated therewith. The Partnership Representative shall have the sole authority to (1) sign consents, enter into settlement and other agreements with such authorities with respect to act on behalf of the Company in any such examinations and any resulting administrative or proceedings judicial proceedings, and shall have sole discretion to determine whether the Company (either on its own behalf or on behalf of the Members) will contest or continue to contest any tax deficiencies assessed or proposed to be assessed by any taxing authority. To the extent permitted by applicable law and regulations, the Partnership Representative on behalf of the Company may annually elect out of the BBA for tax years beginning on or after January 1, 2018 pursuant to Code Section 6221(b), as amended by the BBA. For any year in which applicable law and regulations do not permit the Company to elect out of the BBA, then within forty-five (45) days of any notice of final partnership adjustment, the Partnership Representative may cause the Company to elect the alternative procedure under Code Section 6226, as amended by the BBA, and furnish to the Internal Revenue Service and each Member (including former Members) during the year or years to which the notice of final partnership adjustment relates a statement of the Member’s share of any adjustment set forth in the notice of final partnership adjustment. Each Member agrees that (i) such Member shall not treat any Company item inconsistently on such Member’s federal, state, foreign, or other income tax return with the treatment of the item on the Company’s return and (ii) to expend the Company’s funds for professional services incurred in connection therewith. In the event of an adjustment resulting the Company elects the alternative procedure under Code Section 6226 as amended by the BBA, such Member shall file amended returns if necessary and pay any tax due with respect to the tax year in an underpayment of taxquestion. Any deficiency for taxes imposed on or allocable to any Member or former Member (including penalties, the Partnership Representative shall duly and timely elect under section 6226 of the IRS Code that each Person who was a Member during the taxable year that was audited personally bear any tax, interest, addition additions to taxtax or interest imposed with respect to such taxes, and penalty resulting any taxes imposed pursuant to Code Section 6226, as amended by the BBA) shall be paid by such Member, and if required to be paid (and actually paid) by the Company (whether under the BBA or otherwise), will be recoverable from such adjustments and, if for any reason, Member; the Board may require a former Member to indemnify the Company is liable for a tax, interest, addition to tax, or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment its allocable portion of such tax. The obligations of each Member or former Member under this Section 3 shall survive the transfer or redemption by such Member of such Member’s Units, interest, addition to taxthe termination of this Agreement, or penalty shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving dissolution of the Company. The Members agree to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably required by the Partnership Representative to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred by the Partnership Representative in carrying out its obligations hereunder shall be allocated to and charged to the Company as an expense of the Company for which the Partnership Representative shall be reimbursed.