Common use of Partnership Representative Clause in Contracts

Partnership Representative. A. The General Partner is hereby designated to serve as the “partnership representative” with respect to the Partnership, as provided in Section 6223(a) of the Partnership Audit Rules (the “Partnership Representative”). For each taxable year in which the Partnership Representative is an entity, the Partnership shall appoint the “designated individual” identified by the Partnership Representative to act on behalf of the Partnership Representative in accordance with the applicable Treasury Regulations (the “Designated Individual”). Each Partner expressly consents to such designations and agrees that it will execute, acknowledge, deliver, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. B. The Partnership Representative shall have the sole authority to act on behalf of the Partnership in connection with and make all relevant decisions regarding application of the Partnership Audit Rules, including, but not limited to, any elections under the Partnership Audit Rules or any decisions to settle, compromise, challenge, litigate or otherwise alter the defense of any proceeding before the IRS. C. The Partners agree to cooperate in good faith to timely provide information requested by the Partnership Representative as needed to comply with the Partnership Audit Rules, including, without limitation, to make any elections available to the Partnership under the Partnership Audit Rules. Each Partner agrees that, upon request of the Partnership, such Partner shall take such actions as may be necessary or desirable (as determined by the Partnership Representative) to (i) allow the Partnership to comply with the provisions of Section 6226 of the Partnership Audit Rules so that any “partnership adjustments” (as defined in Section 6241(2) of the Partnership Audit Rules) are taken into account by the Partners and former Partners rather than the Partnership; (ii) use the provisions of Section 6225(c) of the Partnership Audit Rules including, but not limited to, filing amended tax returns with respect to any “reviewed year” (within the meaning of Section 6225(d)(1) of the Partnership Audit Rules) or using the alternative procedure to filing amended returns to reduce the amount of any partnership adjustment otherwise required to be taken into account by the Partnership or (iii) otherwise allow the Partnership and its Partners to address and respond to any matters arising under the Partnership Audit Rules. D. Notwithstanding other provisions of this Agreement to the contrary, if any partnership adjustment is determined with respect to the Partnership, the Partnership Representative may cause the Partnership to elect pursuant to Section 6226 of the Partnership Audit Rules to have such adjustment passed through to the Partners for the year to which the adjustment relates (i.e., the “reviewed year” within the meaning of Section 6225(d)(1) of the Partnership Audit Rules). In the event that the Partnership Representative has not caused the Partnership to so elect pursuant to Section 6226 of the Partnership Audit Rules, then any “imputed underpayment” (as determined in accordance with Section 6225 of the Partnership Audit Rules) or partnership adjustment that does not give rise to an “imputed underpayment” shall be apportioned among the Partners of the Partnership 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) 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 Partners based upon their interests in the Partnership for the reviewed year. Imputed Underpayment Amounts also shall include any imputed underpayment within the meaning of Section 6225 of the Partnership Audit Rules paid (or payable) by any entity treated as a partnership for U.S. federal income tax purposes in which the Partnership 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 Partnership bears the economic burden of such amounts, whether by law or contract. E. Each Partner agrees to indemnify and hold harmless the Partnership from and against any liability with respect to such Partner’s share of any tax deficiency paid or payable by the Partnership that is allocable to the Partner as determined in accordance with the second to last sentence of paragraph D above with respect to an audited or reviewed taxable year for which such Partner was a partner in the Partnership. The obligations set forth in this paragraph E shall survive the termination of any Partner’s interest in the Partnership, the termination of this Agreement and/or the termination, dissolution, liquidation or winding up of the Partnership, and shall remain binding on each Partner for the period of time necessary to resolve with the IRS (or any other applicable taxing authority) all income tax matters relating to the Partnership and for Partners to satisfy their indemnification obligations, if any, pursuant to this Section 10.4. Any obligation of a Partner pursuant to this paragraph E shall be implemented through adjustments to distributions otherwise payable to such Partner as determined in accordance with Article 5; provided, however, that, at the written request of the Partnership Representative, each Partner or former Partner may be required to contribute to the Partnership such Partner’s Imputed Underpayment Amount imposed on and paid by the Partnership; provided further, that if a Partner or former Partner individually directly pays, pursuant to the Partnership Audit Rules, any such Imputed Underpayment Amount, then such payment shall reduce any offset to distribution or required capital contribution of such Partner or former Partner. Any amount withheld from distributions pursuant to this paragraph E shall be treated as an amount distributed to such Partner or former Partner for all purposes under this Agreement. F. All expenses incurred by the Partnership Representative or Designated Individual in connection with its duties as partnership representative or designated individual, as applicable, shall be expenses of the Partnership (including, for the avoidance of doubt, any costs and expenses incurred in connection with any claims asserted against the Partnership Representative or Designated Individual, as applicable, except, in the case of the Partnership Representative, to the extent the Partnership Representative is determined to have performed its duties in the manner described in the final sentence of this paragraph F, and the Partnership shall reimburse the Partnership Representative or Designated Individual, as applicable, for all such costs and expenses). Nothing herein shall be construed 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 the Designated Individual shall be liable to the Partnership, any Partner 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 10.4; provided, however, that the Partnership Representative may be so liable if it or the Designated Individual has engaged in (i) willful breach of any provision of this Section 10.4 or (ii) fraud, willful misconduct or gross negligence, in each case, with respect to its performance of its duties pursuant to this Section 10.4.

Partnership Representative. A. The General Partner (a) S▇▇▇▇▇ ▇. ▇▇▇▇▇▇ is hereby designated to serve as the “partnership representative” with respect to the Partnership, as provided in Section 6223(a) of the Partnership Audit Rules (the “Partnership Representative”) as provided in Code Section 6223(a) (or under any applicable state or local law providing for an analogous capacity). For each taxable year Notwithstanding anything herein to the contrary, any expenses incurred by the Partnership Representative in carrying out its responsibilities and duties in such capacity under this Agreement shall be an expense of the Partnership for which the Partnership Representative is an entity, the Partnership shall appoint the “designated individual” identified be reimbursed by the Partnership. The General Partners shall have the power to designate a successor Partnership Representative to act on behalf of the and, if a successor Partnership Representative in accordance with the applicable Treasury Regulations is not an individual, to appoint an individual (the “Designated Individual”). Each Partner expressly consents to such designations and agrees that it will execute, acknowledge, deliver, file and record at ) meeting the appropriate public offices such documents requirements of Treasury Regulation Section 301.6223-1(c)(3) as may be necessary or appropriate to evidence such consent. B. The Partnership Representative shall have the sole authority person authorized to act on behalf of the Partnership in connection with and make all relevant decisions regarding application of the Partnership Audit Rules, including, but not limited to, any elections under the Partnership Audit Rules or any decisions to settle, compromise, challenge, litigate or otherwise alter the defense of any proceeding before the IRS. C. The Partners agree to cooperate in good faith to timely provide information requested by represent the Partnership Representative as needed to comply in audits and other proceedings governed by Code Sections 6221 through 6241 (together with any regulatory or other administrative guidance promulgated thereunder, and any successor provisions, the “Partnership Tax Audit Rules”), including, without limitation, to make any elections available to the Partnership under the Partnership Audit Rules. Each Partner agrees that, upon request of the Partnership, such Partner shall take such actions as may be necessary or desirable (as determined permitted by the Partnership Representative) to (i) allow the Partnership to comply with the provisions of Section 6226 of the Partnership Audit Rules so that any “partnership adjustments” (as defined in Section 6241(2) of the Partnership Audit Rules) are taken into account by the Partners and former Partners rather than the Partnership; (ii) use the provisions of Section 6225(c) of the Partnership Audit Rules including, but not limited to, filing amended tax returns with respect to any “reviewed year” (within the meaning of Section 6225(d)(1) of the Partnership Audit Rules) or using the alternative procedure to filing amended returns to reduce the amount of any partnership adjustment otherwise required to be taken into account by the Partnership or (iii) otherwise allow the Partnership and its Partners to address and respond to any matters arising under the Partnership Audit Rules. D. Notwithstanding other provisions of this Agreement (b) The Partnership Representative is authorized and required to the contrary, if any partnership adjustment is determined with respect to the Partnership, represent the Partnership Representative may cause in connection with all examinations of the Partnership to elect pursuant to Section 6226 affairs of the Partnership Audit Rules by any federal, state, local, or foreign taxing authority, including any resulting administrative and judicial proceedings, and to have such adjustment passed through to the Partners for the year to which the adjustment relates (i.e., the “reviewed year” within the meaning of Section 6225(d)(1) of the Partnership Audit Rules). In the event that the Partnership Representative has not caused the Partnership to so elect pursuant to Section 6226 of the Partnership Audit Rules, then any “imputed underpayment” (as determined in accordance with Section 6225 of the Partnership Audit Rules) or partnership adjustment that does not give rise to an “imputed underpayment” shall be apportioned among the Partners expend funds of the Partnership for the taxable year in which the adjustment is finalized in such manner as may be necessary (as determined professional services and costs associated therewith. Each Partner agrees that any action taken by the Partnership Representative in 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 Partners based upon their interests in the Partnership for the reviewed year. Imputed Underpayment Amounts also shall include any imputed underpayment within the meaning of Section 6225 connection with audits of the Partnership (including actions by a Designated Individual in an audit governed by the Partnership Tax Audit Rules paid Rules) shall be binding upon such Partner and that such Partner shall not independently act with respect to tax audits or tax litigation affecting the Partnership. The Partnership Representative shall have sole discretion to determine whether the Partnership (either on its own behalf or payableon behalf of the Partners) will contest or continue to contest any tax deficiencies assessed or proposed to be assessed by any entity treated as Taxing Authority. Each Partner agrees to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably requested by the Partnership Representative with respect to the conduct of examinations by Taxing Authorities and any resulting proceedings; provided, that a partnership for U.S. Partner shall not be required to file an amended federal income tax purposes return, as described in which Code Section 6225(c)(2)(A). (c) Except as otherwise set forth herein, in the event of an audit of the Partnership holds (that is subject to the Partnership Tax Audit Rules or has held) a direct any analogous provision of state or indirect interest other than through entities treated local law, the Partnership Representative and, as corporations for U.S. federal income tax purposes applicable, the Designated Individual, 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, the Designated Individual, or the Partnership under the Partnership Tax Audit Rules. To the extent that the Partnership bears Representative and, as applicable, Designated Individual do not make an election under Code Section 6221(b), the economic burden Partnership Representative and, as applicable, the Designated Individual shall use commercially reasonable efforts to reduce to the extent possible the amount of tax owed by the Partnership pursuant to an audit under the Partnership Tax Audit Rules (or analogous state or local partnership audit procedures) by either (i) making any modifications available under Code Section 6225(c)(3), (4), and (5) (or analogous provisions of state or local law) or (ii) making a timely election under Code Section 6226 (or an analogous provision of state or local law). If an election under Code Section 6226(a) is made, the Partnership shall furnish to each Partner for the year under audit a statement of the Partner’s share of any adjustment set forth in the notice of final partnership adjustment, and each Partner shall take such amounts, whether by law or contractadjustment into account as required under Code Section 6226(b). E. (d) Each Partner agrees that such Partner shall not treat any Partnership item inconsistently on such Partner’s federal, state, foreign, or other income tax return with the treatment of the item on the Partnership’s return. Any deficiency for taxes imposed on any Partner (including penalties, additions to indemnify tax, or interest imposed with respect to such taxes and any tax deficiency imposed pursuant to Code Section 6226) will be paid by such Partner and if required to be paid (and actually paid) by the Partnership, will be recoverable from such Partner by the Partnership. (e) The Partnership shall defend, indemnify, and hold harmless the Partnership from Representative and any Designated Individual against any liability with respect to such Partner’s share and all liabilities sustained as a result of any act or decision concerning Partnership tax deficiency paid or payable by matters and within the scope of such person’s responsibilities as the Partnership that is allocable Representative and Designated Individual, as applicable, so long as such act or decision was done or made in good faith and did not constitute gross negligence or willful misconduct. (f) Notwithstanding anything herein to the Partner as determined in accordance with the second to last sentence of paragraph D above with respect to an audited or reviewed taxable year for which such Partner was a partner in the Partnership. The obligations set forth in this paragraph E shall survive the termination of any Partner’s interest in the Partnership, the termination of this Agreement and/or the termination, dissolution, liquidation or winding up of the Partnership, and shall remain binding on each Partner for the period of time necessary to resolve with the IRS (or any other applicable taxing authority) all income tax matters relating to the Partnership and for Partners to satisfy their indemnification obligations, if any, pursuant to this Section 10.4. Any obligation of a Partner pursuant to this paragraph E shall be implemented through adjustments to distributions otherwise payable to such Partner as determined in accordance with Article 5; provided, however, that, at the written request of the Partnership Representative, each Partner or former Partner may be required to contribute to the Partnership such Partner’s Imputed Underpayment Amount imposed on and paid by the Partnership; provided further, that if a Partner or former Partner individually directly pays, pursuant to the Partnership Audit Rulescontrary, any such Imputed Underpayment Amount, then such payment shall reduce any offset to distribution or required capital contribution of such Partner or former Partner. Any amount withheld from distributions pursuant to this paragraph E shall be treated as an amount distributed to such Partner or former Partner for all purposes under this Agreement. F. All expenses incurred by the Partnership Representative or a Designated Individual in connection with its carrying out their responsibilities and duties as partnership representative or designated individual, as applicable, in such capacity under this Agreement shall be expenses an expense of the Partnership (including, for which the avoidance of doubt, any costs and expenses incurred in connection with any claims asserted against the Partnership Tax Matters Representative or Designated Individual, as applicable, except, in the case of the Partnership Representative, to the extent the Partnership Representative is determined to have performed its duties in the manner described in the final sentence of this paragraph F, and the Partnership shall reimburse the Partnership Representative or Designated Individual, as applicable, for all such costs and expenses). Nothing herein shall be construed 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 the Designated Individual shall be liable to reimbursed by the Partnership, any Partner 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 10.4; provided, however, that the Partnership Representative may be so liable if it or the Designated Individual has engaged in . (ig) willful breach of any provision The provisions of this Section 10.4 12.3 and the obligations of a Partner or (ii) fraud, willful misconduct or gross negligence, in each case, with respect to its performance of its duties former Partner pursuant to this Section 10.412.3 shall survive the termination, dissolution, liquidation, and winding up of the Partnership and the withdrawal of such Partner from the Partnership or the Transfer of such Partner’s Partnership interests.

Partnership Representative. A. (a) The General Partner is hereby designated to serve as the “partnership representative” with respect Partnership Representative. In addition, the General Partner is authorized to designate or remove any other Person selected by General Partner as the Partnership Representative. All actions taken by the Partnership Representative pursuant to this Section 9.3 shall be subject to the Partnership, as provided in Section 6223(a) overall oversight and authority of the Partnership Audit Rules (the “Partnership Representative”)Board. For each taxable year Fiscal Year in which the Partnership Representative is an entity, the Partnership shall appoint the “designated individual” identified by the Partnership Representative and approved by the Board to act on its behalf of the Partnership Representative in accordance with the applicable Treasury Regulations (the “Designated Individual”)or analogous provisions of state or local Law. Each Partner expressly consents to such designations and agrees to take, and that it will executethe General Partner is authorized to take (or cause the Partnership to take), acknowledge, deliver, file and record at the appropriate public offices such documents other actions as may be necessary or appropriate advisable pursuant to Regulations or other IRS or Treasury guidance or state or local Law to cause such designations or evidence such consentPartner’s consent to such designations. B. The (b) Subject to this Section 9.3, the Partnership Representative shall have the sole authority to act on behalf of the Partnership in connection with and with, make all relevant decisions regarding application of of, and to exercise the Partnership Audit rights and powers provided for in the BBA Rules, including, but not limited to, including making any elections under the Partnership Audit BBA Rules or any decisions to settle, compromise, challenge, litigate or otherwise alter the defense of any proceeding Action, audit or examination before the IRS. C. The Partners agree IRS or any other tax authority (each, an “Audit”), and to cooperate expend Partnership funds for professional services and other expenses reasonably incurred in good faith connection therewith. Notwithstanding any provision to timely provide information requested by the contrary in this Agreement, the Partnership Representative as needed to comply with the Partnership Audit Rules, including, without limitation, to shall be permitted make any elections available to the Partnership an election under the Partnership Audit Rules. Each Partner agrees that, upon request of the Partnership, such Partner shall take such actions as may be necessary or desirable (as determined by the Partnership Representative) to (i) allow the Partnership to comply with the provisions of Section 6226 of the BBA Rules (and any similar provision of state, local and non-U.S. tax Law) with respect to any Audit. (c) Without limiting the foregoing, the Partnership Representative shall give prompt written notice to the Original Limited Partner Representative of the commencement of any Audit Rules so that any “partnership adjustments” (as defined in Section 6241(2) of the Partnership Audit Rulesor any of its Subsidiaries (a “Specified Audit”). The Partnership Representative shall: (i) are taken into account by keep the Partners Original Limited Partner Representative reasonably informed of the material developments and former Partners rather than the Partnershipstatus of any such Specified Audit; (ii) use permit the provisions Original Limited Partner Representative (or its designees) to participate (including using separate counsel), in each case at the Original Limited Partners’, as applicable, sole cost and expense, in any such Specified Audit; and (iii) promptly notify the Original Limited Partner Representative of Section 6225(creceipt of a notice of a final partnership adjustment (or equivalent under applicable Laws) or a final decision of a court or IRS Appeals panel (or equivalent body under applicable Laws) with respect to such Specified Audit. The Partnership Representative or the Partnership shall promptly provide the Original Limited Partner Representative with copies of all material correspondence between the Partnership Representative or the Partnership (as applicable) and any governmental authority in connection with such Specified Audit, and shall give the Original Limited Partner 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, the Partnership Representative shall not (and the Partnership 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 disproportionately adverse (compared to the General Partner) or materially adverse effect on the Original Limited Partners without the Original Limited Partner Representative’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). (d) The Partnership representative shall give prompt written notice to the NB Partner Representative of the commencement of any material U.S. federal or state tax Audit of the Partnership or any of its Subsidiaries or any Audit Rules including, but not limited to, filing amended tax returns with respect to any “reviewed year” (within the meaning of Section 6225(d)(1) of the Partnership Audit Rulesor any of its Subsidiaries that would reasonably be expected to have a disproportionate and material adverse effect on the NB Partners (a “NB Relevant Audit”). The Partnership Representative shall keep the NB Partner Representative reasonably informed of the material developments and status of any such NB Specified Audit. The Partnership Representative or the Partnership shall promptly provide the NB Partner Representative with copies of all material correspondence between the Partnership Representative or the Partnership (as applicable) and any governmental authority in connection with such NB Relevant Audit, and shall give the NB Partner Representative a reasonable opportunity to review and comment on any material correspondence, submission (including settlement or compromise offers) or using filing in connection with any such NB Relevant Audit. Additionally, the alternative procedure Partnership Representative shall not (and the Partnership shall not (and shall not authorize the Partnership Representative to)) settle, compromise or abandon any NB Relevant Audit in a manner that would reasonably be expected to filing amended returns have a disproportionate and material adverse effect on the NB Partners without the NB Partner Representative’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, the rights of the NB Partner Representative under this Section 9.3(d) shall terminate upon the first date the NB Second Ownership Threshold is no longer satisfied. (e) Notwithstanding anything to reduce the amount contrary contained in this Agreement, in the event of any partnership adjustment otherwise required to be taken into account by conflict between Section 11.1 of the Partnership or (iii) otherwise allow BCA and this Agreement, Section 11.1 of the Partnership and its Partners to address and respond to any matters arising under the Partnership Audit Rules. D. Notwithstanding other provisions of this Agreement to the contrary, if any partnership adjustment is determined with respect to the BCA shall control. The Partnership, the Partnership Representative may cause Representative, the Partnership General Partner, and the Partners acknowledge and agree to elect pursuant the foregoing sentence and expressly agree to be bound by the terms of Section 6226 11.1 of the Partnership Audit Rules to have such adjustment passed through to the Partners for the year to which the adjustment relates BCA. (i.e., the “reviewed year” within the meaning of f) This Section 6225(d)(1) of the Partnership Audit Rules). In the event that the Partnership Representative has not caused the Partnership to so elect pursuant to Section 6226 of the Partnership Audit Rules, then any “imputed underpayment” (as determined in accordance with Section 6225 of the Partnership Audit Rules) or partnership adjustment that does not give rise to an “imputed underpayment” 9.3 shall be apportioned among the interpreted to apply to Partners of the Partnership 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) so thatand former Partners, 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 Partners based upon their interests in the Partnership for the reviewed year. Imputed Underpayment Amounts also shall include any imputed underpayment within the meaning of Section 6225 of the Partnership Audit Rules paid (or payable) by any entity treated as a partnership for U.S. federal income tax purposes in which the Partnership 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 Partnership bears the economic burden of such amounts, whether by law or contract. E. Each Partner agrees to indemnify and hold harmless the Partnership from and against any liability with respect to such Partner’s share of any tax deficiency paid or payable by the Partnership that is allocable to the Partner as determined in accordance with the second to last sentence of paragraph D above with respect to an audited or reviewed taxable year for which such Partner was a partner in the Partnership. The obligations set forth in this paragraph E shall survive the termination Transfer of any a Partner’s interest in the Partnership, the termination of this Agreement and/or Partnership Units and the termination, dissolution, liquidation or and winding up of the PartnershipPartnership and, and shall remain binding on each Partner for the period of time necessary to resolve with the IRS (or any other applicable taxing authority) all income tax matters relating this purpose to the Partnership and for Partners to satisfy their indemnification obligationsextent not prohibited by applicable Law, if any, pursuant to this Section 10.4. Any obligation of a Partner pursuant to this paragraph E shall be implemented through adjustments to distributions otherwise payable to such Partner as determined in accordance with Article 5; provided, however, that, at the written request of the Partnership Representative, each Partner or former Partner may be required to contribute to the Partnership such Partner’s Imputed Underpayment Amount imposed on and paid by the Partnership; provided further, that if a Partner or former Partner individually directly pays, pursuant to the Partnership Audit Rules, any such Imputed Underpayment Amount, then such payment shall reduce any offset to distribution or required capital contribution of such Partner or former Partner. Any amount withheld from distributions pursuant to this paragraph E shall be treated as an amount distributed to such Partner or former Partner for all purposes under this Agreementcontinuing in existence. F. All expenses incurred by the Partnership Representative or Designated Individual in connection with its duties as partnership representative or designated individual, as applicable, shall be expenses of the Partnership (including, for the avoidance of doubt, any costs and expenses incurred in connection with any claims asserted against the Partnership Representative or Designated Individual, as applicable, except, in the case of the Partnership Representative, to the extent the Partnership Representative is determined to have performed its duties in the manner described in the final sentence of this paragraph F, and the Partnership shall reimburse the Partnership Representative or Designated Individual, as applicable, for all such costs and expenses). Nothing herein shall be construed 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 the Designated Individual shall be liable to the Partnership, any Partner 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 10.4; provided, however, that the Partnership Representative may be so liable if it or the Designated Individual has engaged in (i) willful breach of any provision of this Section 10.4 or (ii) fraud, willful misconduct or gross negligence, in each case, with respect to its performance of its duties pursuant to this Section 10.4.

Partnership Representative. A. 5.1 The General Partner is hereby designated to Partnership Representative shall serve as the “partnership representative” with respect to the Partnership, as provided in for purposes of Code Section 6223(a) of the Partnership Audit Rules (the “Partnership Representative”). For each taxable year in which the Partnership Representative is an entity, the Partnership shall appoint the “designated individual” identified by the Partnership Representative to act on behalf of the Partnership Representative in accordance with the applicable Treasury Regulations (the “Designated Individual”). Each Partner expressly consents to such designations and agrees that it will execute, acknowledge, deliver, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. B. The Partnership Representative shall have the sole authority to act on behalf of the Partnership in connection with and make all relevant decisions regarding application of the Partnership Audit Rules, including, but not limited to, any elections under the Partnership Audit Rules or any decisions to settle, compromise, challenge, litigate or otherwise alter the defense of any proceeding before the IRS. C. The Partners agree to cooperate in good faith to timely provide information requested by the Partnership Representative as needed to comply with the Partnership Audit Rules, including, without limitation, to make any elections available to the Partnership under the Partnership Audit Rules. Each Partner agrees that, upon request of the Partnership, such Partner shall take such actions as may be necessary or desirable (as determined by the Partnership Representative) to (i) allow the Partnership to comply with the provisions of Section 6226 of the Partnership Audit Rules so that any “partnership adjustments” (as defined in Section 6241(2) of the Partnership Audit Rules) are taken into account by the Partners and former Partners rather than the Partnership; (ii) use the provisions of Section 6225(c) of the Partnership Audit Rules including, but not limited to, filing amended tax returns with respect to any “reviewed year” (within the meaning of Section 6225(d)(1) of the Partnership Audit Rules) or using the alternative procedure to filing amended returns to reduce the amount of any partnership adjustment otherwise required to be taken into account by the Partnership or (iii) otherwise allow the Partnership and its Partners to address and respond to any matters arising under the Partnership Audit Rules. D. Notwithstanding other provisions of this Agreement to the contrary, if any partnership adjustment is determined with respect to the Partnership, the Partnership Representative may cause the Partnership to elect pursuant to Section 6226 of the Partnership Audit Rules to have such adjustment passed through to the Partners for the year to which the adjustment relates (i.e., the “reviewed year” within the meaning of Section 6225(d)(1) of the Partnership Audit Rules). In the event that the Partnership Representative has not caused the Partnership to so elect pursuant to Section 6226 of the Partnership Audit Rules, then any “imputed underpayment” (as determined in accordance with Section 6225 of the Partnership Audit Rules) or partnership adjustment that does not give rise to an “imputed underpayment” shall be apportioned among the Partners of the Partnership 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) 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 Partners based upon their interests in the Partnership for the reviewed year. Imputed Underpayment Amounts also shall include any imputed underpayment within the meaning of Section 6225 of the Partnership Audit Rules paid (or payable) by any entity treated as a partnership for U.S. federal income tax purposes in which the Partnership 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 Partnership bears the economic burden of such amounts, whether by law or contract. E. Each Partner agrees to indemnify and hold harmless the Partnership from and against any liability with respect to such Partner’s share of any tax deficiency paid or payable by the Partnership that is allocable to the Partner as determined in accordance with the second to last sentence of paragraph D above with respect to an audited or reviewed taxable year for which such Partner was a partner in the Partnership. The obligations set forth in this paragraph E shall survive the termination of any Partner’s interest in the Partnership, the termination of this Agreement and/or the termination, dissolution, liquidation or winding up of the Partnership, and shall remain binding on each Partner for the period of time necessary to resolve with the IRS (or any other applicable taxing authority) all income tax matters relating to the Partnership and for Partners to satisfy their indemnification obligations, if any, pursuant to this Section 10.4. Any obligation of a Partner pursuant to this paragraph E shall be implemented through adjustments to distributions otherwise payable to such Partner as determined in accordance with Article 5; provided, however, that, at the written request of the Partnership Representative, each Partner or former Partner may be required to contribute to the Partnership such Partner’s Imputed Underpayment Amount imposed on and paid by the Partnership; provided further, that if a Partner or former Partner individually directly pays, pursuant to the Partnership Audit Rules, any such Imputed Underpayment Amount, then such payment shall reduce any offset to distribution or required capital contribution of such Partner or former Partner. Any amount withheld from distributions pursuant to this paragraph E shall be treated as an amount distributed to such Partner or former Partner for all purposes under this Agreement. F. All expenses incurred by the Partnership Representative or Designated Individual in connection with its duties as partnership representative or designated individual, as applicable, shall be expenses of the Partnership (including, for the avoidance of doubt, any costs and expenses incurred in connection with any claims asserted against the Partnership Representative or Designated Individual, as applicable, except, in the case of the Partnership Representative, to the extent the Partnership Representative is determined to have performed its duties in the manner described in the final sentence of this paragraph F, and the Partnership shall reimburse the Partnership Representative or Designated Individual, as applicable, for all such costs and expenses). Nothing herein shall be construed 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 the Designated Individual shall be liable to the Partnership, any Partner 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 10.46223; provided, however, that the Partnership Representative shall always be supervised by, and act under the direction of, General Partner and General Partner shall have the authority, in its sole discretion, to cause the Fund to designate a new Partnership Representative at any time and for any reason. The Fund shall notify the IRS of any change in Partnership Representative in the manner and at the time that the IRS requires; the former Partnership Representative shall cooperate with General Partner in making any necessary filings with the IRS regarding such change. 5.2 In all situations, without regard to the specific elections made, each Partner agrees to reasonably cooperate with the Partnership Representative, the Fund, and other Partners by providing such information and taking such actions as may be so liable if it reasonably necessary to mitigate, to the fullest extent possible, the potential tax exposure of the Fund as well as the potential tax exposure of the other Partners relating to the Fund. 5.3 Any taxes, penalties, and interest payable by the Fund or any entity disregarded for United States income tax purposes in which the Designated Individual has engaged Fund 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 Partners, and the Partnership Representative (in consultation with General Partner) shall use reasonable best efforts to allocate the burden of (ior any diminution in distributable proceeds resulting from) willful breach any such taxes, penalties or interest to those Partners 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 General Partner). Notwithstanding the foregoing, such apportionment of liability shall also take into account the extent to which the Fund’s imputed underpayment was modified by adjustments under Code Section 6225(c) (to the extent approved by the IRS) and attributable to (x) a particular Partner’s tax classification, tax rates, tax attributes, the character of tax items to which the adjustment relates, and similar factors, or (y) the Partner’s filing of an amended return or complying with the “alternative procedure” to filing an amended tax return for the Partner’s taxable year that includes the end of the Fund’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 the Fund is assessed amounts under the Partnership Audit Procedures, each current or former Partner to which the assessment relates shall remit to the Fund, within 30 days’ written notice by the Partnership Representative, an amount equal to such Partner’s allocable share of the assessment, including such Partner’s allocable share of any provision interest imposed on the Fund.These procedures shall also apply to any state, local or foreign tax audit regime that centralizes the conduct of a tax audit of the Fund. The Partnership Representative shall serve in a similar capacity for any such audit. 5.4 The provisions of this Section 10.4 or (ii) fraudsection shall survive the dissolution of the Fund, willful misconduct or gross negligence, the withdrawal of any Partner from the Fund and the transfer of any Partner’s Partnership Interest in each case, with respect to its performance of its duties pursuant to this Section 10.4the Fund.

Partnership Representative. A. (a) The General Partner is hereby designated to serve as (or its designee) shall be the “partnership representative” with respect to the Partnership, as provided in Section 6223(a) of the Partnership Audit Rules within the meaning of the Internal Revenue Code of 1986 (the “Code”) Section 6223 (as amended by the Bipartisan Budget Act of 2015 (Pub. L. 114-74) (the “2015 Budget Act”)) (the “Partnership Representative”). For each taxable year in ) for any period during which the Partnership Representative is an entity, the permitted or required to have a Partnership shall appoint the “designated individual” identified by the Partnership Representative to act on behalf of the Partnership Representative in accordance with the applicable Treasury Regulations (the “Designated Individual”)Representative. Each Partner expressly consents to such designations and agrees that it will execute, acknowledge, deliver, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. B. The Partnership Representative shall have the sole authority to act on behalf take any action that may be taken by a “partnership representative” under the provisions of Subchapter C of Chapter 63 of the Partnership in connection with and make all relevant decisions regarding application Code, as revised by Section 1101 of the Partnership 2015 Budget Act, as such provisions may thereafter be amended and including Treasury regulations or other guidance issued thereunder (the “2015 Budget Act Audit Rules”). (b) To the maximum extent permitted under the 2015 Budget Act Audit Rules, as reasonably determined by the Partnership Representative in consultation with the Partnership’s tax advisers, the Partnership may elect, and each Partner will cooperate in electing, under Section 6226(a) of the Code (as amended by the 2015 Budget Act) or otherwise, for Section 6225 of the Code (as amended by the 2015 Budget Act) not to apply, and for each Partner to take any adjustment into account as provided in Section 6226(a) of the Code (as amended by the 2015 Budget Act). (c) The General Partner shall be authorized to perform all duties imposed by Sections 6221 through 6233 of the Code on the General Partner as “tax matters partner” of the Partnership, including, but not limited to, any elections under the Partnership Audit Rules or any decisions following: (a) the power to settle, compromise, challenge, litigate or otherwise alter the defense of any proceeding before the IRS. C. The Partners agree to cooperate in good faith to timely provide information requested by the Partnership Representative as needed to comply with the Partnership Audit Rules, including, without limitation, to make any elections available to the Partnership under the Partnership Audit Rules. Each Partner agrees that, upon request of the Partnership, such Partner shall take such actions as may be necessary or desirable (as determined by the Partnership Representative) to (i) allow the Partnership to comply with the provisions of Section 6226 of the Partnership Audit Rules so that any “partnership adjustments” (as defined in Section 6241(2) of the Partnership Audit Rules) are taken into account by the Partners conduct all audits and former Partners rather than the Partnership; (ii) use the provisions of Section 6225(c) of the Partnership Audit Rules including, but not limited to, filing amended tax returns other administrative proceedings with respect to any “reviewed year” Partnership tax items; (within b) the meaning power to extend the statute of Section 6225(d)(1) of the Partnership Audit Rules) or using the alternative procedure to filing amended returns to reduce the amount of any partnership adjustment otherwise required to be taken into account by the Partnership or (iii) otherwise allow the Partnership and its limitations for all Limited Partners to address and respond to any matters arising under the Partnership Audit Rules. D. Notwithstanding other provisions of this Agreement to the contrary, if any partnership adjustment is determined with respect to Partnership tax items; (c) the Partnership, power to file a petition with an appropriate federal court for review of a final Partnership administrative adjustment; and (d) the Partnership Representative may cause power to enter into a settlement with the Partnership to elect pursuant to Section 6226 of the Partnership Audit Rules to have such adjustment passed through to the Partners for the year to which the adjustment relates (i.e., the “reviewed year” within the meaning of Section 6225(d)(1) of the Partnership Audit Rules). In the event that the Partnership Representative has not caused the Partnership to so elect pursuant to Section 6226 of the Partnership Audit Rules, then any “imputed underpayment” (as determined in accordance with Section 6225 of the Partnership Audit Rules) or partnership adjustment that does not give rise to an “imputed underpayment” shall be apportioned among the Partners of the Partnership 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) so that, to the maximum extent possible, the tax and economic consequences of the imputed underpayment or other partnership adjustment Internal Revenue Service and any associated interest state taxing authority on behalf of, and penalties (any such amountbinding upon, an “Imputed Underpayment Amount”) are borne by the those Limited Partners based upon their interests in the Partnership for the reviewed year. Imputed Underpayment Amounts also shall include any imputed underpayment within the meaning of Section 6225 of the Partnership Audit Rules paid (or payable) by any entity treated as having less than a partnership for U.S. federal income tax purposes in which the Partnership 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 Partnership bears the economic burden of such amounts, whether by law or contract. E. Each Partner agrees to indemnify and hold harmless the Partnership from and against any liability with respect to such Partner’s share of any tax deficiency paid or payable by the Partnership that is allocable to the Partner as determined in accordance with the second to last sentence of paragraph D above with respect to an audited or reviewed taxable year for which such Partner was a partner in the Partnership. The obligations set forth in this paragraph E shall survive the termination of any Partner’s 1% interest in the Partnership, the termination of this Agreement and/or the termination, dissolution, liquidation or winding up of the Partnership, and shall remain binding on each Partner for the period of time necessary to resolve with the IRS (or any other applicable taxing authority) all income tax matters relating to the Partnership and for Partners to satisfy their indemnification obligations, if any, pursuant to this Section 10.4. Any obligation of unless a Partner pursuant to this paragraph E shall be implemented through adjustments to distributions otherwise payable to such have notified the Internal Revenue Service and the General Partner as determined in accordance with Article 5; provided, however, that, at that the written request of the Partnership Representative, each Partner or former General Partner may be required to contribute to the Partnership not act on such Partner’s Imputed Underpayment Amount imposed on and paid by behalf. Notwithstanding any other provision of this Agreement, the Partnership; provided furthertax matters partner, that if a Partner or former Partner individually directly paysin its capacity as tax matters partner, pursuant shall have no authority with respect to matters subject to the Partnership 2015 Budget Act Audit Rules, any Rules and such Imputed Underpayment Amount, then such payment shall reduce any offset to distribution or required capital contribution of such Partner or former Partner. Any amount withheld from distributions pursuant to this paragraph E authority shall be treated vested in the partnership representative as an amount distributed to such Partner or former Partner for all purposes under this Agreementprovided above. F. All expenses incurred by (d) If the Partnership Representative or Designated Individual in connection is required to withhold United States taxes on income with its duties as partnership representative or designated individualrespect to Units held by Partners who are nonresident alien individuals, as applicablenon-U.S. corporations, shall be expenses of the Partnership (includingnon-U.S. partnerships, for the avoidance of doubt, any costs and expenses incurred in connection with any claims asserted against the Partnership Representative or Designated Individual, as applicable, except, in the case of the Partnership Representative, to the extent the Partnership Representative is determined to have performed its duties in the manner described in the final sentence of this paragraph F, and the Partnership shall reimburse the Partnership Representative or Designated Individual, as applicable, for all such costs and expenses). Nothing herein shall be construed to restrict the Partnership Representative or Designated Individual from engaging lawyers, accountants, tax advisersnon-U.S. trusts, or other professional advisers or experts to assist non-U.S. estates, the Partnership Representative or Designated Individual in discharging its duties hereunder. Neither the Partnership Representative nor the Designated Individual shall be liable to the Partnership, any General Partner 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 may pay such tax out of its duties pursuant to this Section 10.4; provided, however, that the Partnership Representative may be so liable if it or the Designated Individual has engaged in own funds and then (i) willful breach be reimbursed out of the proceeds of any provision of this Section 10.4 distribution or redemption with respect to such Units or (ii) fraudto the extent permitted by applicable law, willful misconduct or gross negligence, instruct ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Wealth Management to debit such Partner’s brokerage account with ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Wealth Management in each case, with respect an amount equal to its performance of its duties pursuant such tax and transfer such amount to this Section 10.4the General Partner.

Partnership Representative. A. The General Partner (a) For taxable years beginning on or after January 1, 2018, Taubman Ventures Group, LLC is hereby designated to serve as the “partnership representative” with respect to the Partnership, as provided in under Section 6223(a) of the Partnership Audit Rules Code (the “Partnership Representative”). For each taxable year in which ; provided that, during the Silver Period, the Silver Member may designate the Partnership Representative is an entity, the Partnership shall appoint the “designated individual” identified by the Representative. The Partnership Representative shall recommend to act the Company, on behalf an annual basis or at such other time as the individual resigns or its designation is revoked, an individual who meets the requirements of Section 6223 of the Partnership Representative in accordance with Code and the applicable Treasury Regulations promulgated thereunder to serve as the designated individual (the “Designated Individual”) to act on the Company’s behalf, which recommendation shall be subject to Silver Member’s approval, not to be unreasonably withheld, conditioned or delayed. No Member or Preferred Holder may revoke the authority of the Partnership Representative or of the Designated Individual without the Partnership Representative’s prior written consent. The Partnership Representative shall have full authority to bind the Company in all proceedings with the Internal Revenue Service, and each Member and Preferred Holder agrees to be bound by the actions taken by the Partnership Representative as provided in Section 6223(b) of the Code. (b) Subject to Section 6.26(f), the Partnership Representative shall or shall cause the Company to make the election under Section 6226(a) of the Code (the “Push-Out Election”) to apply the alternative procedure to the Company’s payment of any “imputed underpayment” as determined under Section 6225 of the Code (the “Imputed Underpayment”) and associated interest, adjustments to tax, and penalties arising from a partnership-level adjustment that are imposed on the Company so that they are borne by the Members and Preferred Holders and former Members and former Preferred Holders to whom such Imputed Underpayment relates as determined in good faith by the Partnership Representative. Each Partner expressly consents The Partnership Representative is authorized to such designations and agrees that it will execute, acknowledge, deliver, file and record at the appropriate public offices such documents take any other actions as may shall be necessary or appropriate to evidence such consent. B. The Partnership Representative shall have effectuate and comply with the sole authority Push-Out Election. Each Member and Preferred Holder consents to act on behalf of the Partnership in connection with Push-Out Election and make all relevant decisions regarding application of the Partnership Audit Rules, including, but not limited to, agrees to take any elections under the Partnership Audit Rules or any decisions to settle, compromise, challenge, litigate or otherwise alter the defense of any proceeding before the IRS. C. The Partners agree to cooperate in good faith to timely provide information reasonable action reasonably requested by the Partnership Representative as needed to comply effectuate the Push-Out Election and to furnish the Partnership Representative with any information reasonably necessary to give effect to the Push-Out Election. (c) In connection with the Partnership Audit RulesPush-Out Election, including, without limitation, to make any elections available to the Partnership under Representative shall provide each Member and Preferred Holder or former Member or former Preferred Holder for the reviewed year (as defined in Regulations Section 301.6241-1(a)(8)) (the “Reviewed Year”) a statement as required by Regulations Section 301.6226-2 setting forth the applicability of any penalty, additions to tax, or additional amounts, and the adjustments to which those penalties, additions to tax, or additional amounts relate, and each Member and Preferred Holder for the Reviewed Year (the “Reviewed Year Member”) shall compute any penalties, additions to tax, or additional amounts applicable to it as if each correction amount were an underpayment or understatement for the first affected year (or intervening year). Each Reviewed Year Member or former Reviewed Year Member shall provide the Partnership Audit Rules. Each Partner agrees that, upon request of the Partnership, Representative such Partner shall take such actions reasonable documentation as may be necessary reasonably requested by the Partnership Representative proving payment of the liability pushed out to such Reviewed Year Member pursuant to the Push-Out Election or desirable a further Push-Out Election made by such Reviewed Year Member. (d) In the event the Company is a direct or indirect member of another partnership or limited liability company (the “Subsidiary Partnership”) that is under audit and makes a Push-Out Election (including the case in which there are successive Push-Out Elections through a chain of Subsidiary Partnerships), then the Partnership Representative shall or shall cause the Company to make a further Push-Out election (the “Further Push-Out Election”) so that the Imputed Underpayment and associated interest, adjustments to tax, and penalties arising from an audit of a Subsidiary Partnership are borne by the Members and Preferred Holders and former Members and former Preferred Holders of the Company to whom such Imputed Underpayment relates as determined by the Partnership Representative) to (i) allow the Partnership to comply with . If a Further Push-Out Election is made, the provisions of Section 6226 6.26(b) and Section 6.26(c) shall apply with respect to the Further Push-Out Election. (e) Subject to Section 6.26(f), if for any reason, including the inability to make an effective Push-Out Election or Further Push-Out Election, the Company is assessed the Imputed Underpayment, associated interest, adjustments to tax, or penalties (all such amounts being referred to as the “Adjustment Liability”), the Company shall effect a modification of the Partnership Audit Rules Imputed Underpayment by applying the procedure set forth in Section 6225(c)(2)(B) of the Code and require the Members and Preferred Holders to pay the Adjustment Liability directly to the Internal Revenue Service so that the Adjustment Liability is borne by the Members and Preferred Holders and former Members and former Preferred Holders to whom such Imputed Underpayment relates as determined by the Partnership Representative. The Company shall give written notice to each Reviewed Year Member and former Reviewed Year Member of its share of the Adjustment Liability and the information required for the alternative procedure to filing an “amended return modification” as provided in Regulations Section 301.6225-2(d)(2)(x) (the “Alternative Procedure”), including the mailing date of the notice of proposed partnership adjustment (the “NOPPA”), and each Member and Preferred Holder agrees to follow the Alternative Procedure and to timely pay its share of the Adjustment Liability, if any, directly to the Internal Revenue Service. Each Member and Preferred Holder further agrees to provide the Company the documentation reasonably required by Regulations Section 301.6225-2(c)(2) and (d)(2) (and by any additional Internal Revenue Service guidance provided pursuant to the Proposed Regulations) evidencing its payment to the Internal Revenue Service of its share of the Adjustment Liability not later than sixty (60) Days prior to the due date for the Company’s request for modification of the Imputed Underpayment, which is two hundred seventy (270) Days after the date of the mailing of the NOPPA. If the Member or Preferred Holder is a “partnership adjustmentsPass-Through Partner” (as defined in Regulations Section 6241(2301.6241-1(a)(5)), then such Pass-Through Partner shall (x) require its partners or members to follow the Alternative Procedure and provide such Pass-Through Partner with the documentation reasonably required by Regulations Section 301.6225-2(c)(2) and (d)(2) (and by any additional Internal Revenue Service guidance provided pursuant to the Proposed Regulations) supporting the computation and payment of the Partnership Audit RulesAdjustment Liability by its partners or members and (y) are taken into account by provide such documentation to the Partners Company not later than sixty (60) Days prior to the due date for the Company’s request for a modification of the Imputed Underpayment. If a Member or Preferred Holder fails to timely submit all required evidence of proper execution of the Alternative Procedure and former Partners rather than the Partnership; payment to the Internal Revenue Service of its share of the Adjustment Liability or of its partners’ or members’ payment of their respective shares of the Adjustment Liability to the Internal Revenue Service, then the Company shall (i) withhold such Member’s or Preferred Holder’s share of the Adjustment Liability, if any, from cash otherwise currently distributable to such Member or Preferred Holder pursuant to this Agreement and (ii) use to the provisions of Section 6225(cextent cash is not distributable to such Member or Preferred Holder for the taxable quarter in which the Adjustment Liability must be paid, but in all events prior to the date on which the Adjustment Liability must be paid, the Failure to Comply Remedies shall apply. In the event the Internal Revenue Service denies the Company’s modification request in whole or in part, then the Company shall give written notice to each Member and Preferred Holder not less than thirty (30) Days prior to the date the Company must make the payment of the Partnership Audit Rules includingAdjustment Liability to the Internal Revenue Service, but not limited tosetting forth each Member’s or Preferred Holder’s share, filing amended tax returns with respect to any “reviewed year” (within the meaning of Section 6225(d)(1) if any, of the Partnership Audit RulesAdjustment Liability and the date on which the Company must make the payment, and each Member and Preferred Holder shall, not later than three (3) Business Days prior to the date the Company must pay the Adjustment Liability to the Internal Revenue Service, make a payment to the Company in readily available funds of such Member’s or using Preferred Holder’s share of the alternative procedure Adjustment Liability. If a Member or Preferred Holder fails to filing amended returns timely make such payment to reduce the amount of any partnership adjustment otherwise required Company, then the Failure to be taken into account by the Partnership or (iii) otherwise allow the Partnership and its Partners to address and respond to any matters arising under the Partnership Audit Rules. D. Comply Remedies shall apply. Notwithstanding other provisions of anything in this Agreement to the contrary, if none of the Members or Preferred Holders shall be required to amend any partnership adjustment is determined Tax Return in accordance with respect to Section 6225(c)(2) of the PartnershipCode (or any similar provisions under state or local law). (f) Notwithstanding Section 6.26(b), Section 6.26(d) and Section 6.26(e), the Partnership Representative may cause shall decide to make or not to make the Partnership Push-Out Election (or the Further Push-Out Election) or elect to follow the Alternative Procedure. If the Company does not elect pursuant to Section 6226 of the Partnership Audit Rules to have such adjustment passed through to Push-Out Election (or the Partners for Further Push-Out Election) or the year to which the adjustment relates (i.e., the “reviewed year” within the meaning of Section 6225(d)(1) of the Partnership Audit Rules). In the event that the Partnership Representative has not caused the Partnership to so elect pursuant to Section 6226 of the Partnership Audit RulesAlternative Procedure, then any “imputed underpayment” the Company shall (as determined in accordance with Section 6225 of the Partnership Audit Rulesi) withhold such Member’s or partnership adjustment that does not give rise to an “imputed underpayment” shall be apportioned among the Partners of the Partnership 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) 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 Partners based upon their interests in the Partnership for the reviewed year. Imputed Underpayment Amounts also shall include any imputed underpayment within the meaning of Section 6225 of the Partnership Audit Rules paid (or payable) by any entity treated as a partnership for U.S. federal income tax purposes in which the Partnership 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 Partnership bears the economic burden of such amounts, whether by law or contract. E. Each Partner agrees to indemnify and hold harmless the Partnership from and against any liability with respect to such PartnerPreferred Holder’s share of any tax deficiency paid or payable by the Partnership that is allocable to the Partner as determined in accordance with the second to last sentence of paragraph D above with respect to an audited or reviewed taxable year for which such Partner was a partner in the Partnership. The obligations set forth in this paragraph E shall survive the termination of any Partner’s interest in the Partnership, the termination of this Agreement and/or the termination, dissolution, liquidation or winding up of the Partnership, and shall remain binding on each Partner for the period of time necessary to resolve with the IRS (or any other applicable taxing authority) all income tax matters relating to the Partnership and for Partners to satisfy their indemnification obligationsAdjustment Liability, if any, from cash otherwise currently distributable to such Member or Preferred Holder pursuant to this Section 10.4. Any obligation of a Partner pursuant Agreement and (ii) to this paragraph E shall be implemented through adjustments to distributions otherwise payable the extent cash is not distributable to such Partner as determined Member or Preferred Holder for the taxable quarter in accordance with Article 5which the Adjustment Liability must be paid, but in all events prior to the date on which the Adjustment Liability must be paid, the Failure to Comply Remedies shall apply. If the Subsidiary Partnership does not elect the Push-Out Election (or the Further Push-Out Election), the Alternative Procedure, or if the Internal Revenue Service denies the Subsidiary Partnership’s modification request in whole or in part, then the Company shall give written notice to each Member and Preferred Holder not less than thirty (30) Days prior to the date the Company must make the payment to the Subsidiary Partnership, setting forth each Member’s or Preferred Holder’s share, if any, of the Adjustment Liability and the date on which the Company must make the payment, and each Member and Preferred Holder shall, not later than three (3) Business Days prior to the date the Company must pay the Adjustment Liability to the Subsidiary Partnership, make a payment to the Company in readily available funds of such Member’s or Preferred Holder’s share of the Adjustment Liability; provided, however, thatthat the Company may, at the written request reasonable discretion of the Partnership Representative, each Partner waive such requirements of the Members and Preferred Holders to pay the Adjustment Liability if the Company’s payment of such Adjustment Liability would have no more than a minimal adverse effect on the Company, the Company’s assets, any Member or former Partner may be any Preferred Holder. If a Member or Preferred Holder fails to timely make such payment to the Company, then the Failure to Comply Remedies shall apply. (g) In the event a Subsidiary Partnership does not or is unable to make an effective Push-Out Election, is required to contribute pay its Adjustment Liability, and elects to follow the Alternative Procedure, then each Member, Preferred Holder and each Pass-Through Partner shall follow the procedures and timing set forth above in Section 6.26(e) for payment of its share of the Adjustment Liability to the Internal Revenue Service and the provision of the required documentation to the Company. If a Member or Preferred Holder fails to timely submit all required evidence of proper execution of the Alternative Procedure and the payment to the Internal Revenue Service of its share of the Adjustment Liability or of its partners’ or members’ respective shares of the Adjustment Liability to the Internal Revenue Service, then the Failure to Comply Remedies shall apply. Alternatively, if the Subsidiary Partnership does not elect to follow the Alternative Procedure, or if the Internal Revenue Service denies the Subsidiary Partnership’s modification request in whole or in part, then the Company shall give written notice to each Member and Preferred Holder not less than thirty (30) Days prior to the date the Company must make the payment to the Subsidiary Partnership, setting forth each Member’s or Preferred Holder’s share, if any, of the Adjustment Liability and the date on which the Company must make the payment, and each Member and Preferred Holder shall, not later than three (3) Business Days prior to the date the Company must pay the Adjustment Liability to the Subsidiary Partnership, make a payment to the Company in readily available funds of such PartnerMember’s Imputed Underpayment Amount imposed on or Preferred Holder’s share of the Adjustment Liability. If a Member or Preferred Holder fails to timely make such payment to the Company, then the Failure to Comply Remedies shall apply. (h) For the purpose of determining a Member’s and paid a Preferred Holder’s Capital Account, any amount of cash otherwise distributable to a Member or Preferred Holder that is retained by the Partnership; provided further, that if a Partner or former Partner individually directly pays, pursuant to the Partnership Audit Rules, any such Imputed Underpayment Amount, then such payment shall reduce any offset to distribution or required capital contribution of such Partner or former Partner. Any amount withheld from distributions Company pursuant to this paragraph E Section 6.26 shall be treated as an amount if such cash had been actually distributed to such Partner Member or former Partner for all purposes under Preferred Holder pursuant to Section 5.2 or Section 10.5(a), as applicable. Any Adjustment Liability actually remitted or deemed remitted to the Company by a Member or Preferred Holder pursuant to this AgreementSection 6.26 shall not increase such Member’s or Preferred Holder’s Capital Account and shall be treated as a reimbursement to the Company by such Member or Preferred Holder of such Member’s or Preferred Holder’s share of the Adjustment Liability paid or to be paid by the Company to the Internal Revenue Service on such Member’s or Preferred Holder’s behalf. F. All (i) The Partnership Representative shall keep the Board of Directors apprised of the status of any Company audit or court proceeding. (j) Any and all reasonable out-of-pocket expenses incurred by the Partnership Representative in serving as such shall be at the Company’s expense and shall be paid by the Company, and notwithstanding anything herein to the contrary, the Company shall be permitted to pay any such amounts, including through borrowing for such purpose. Notwithstanding the foregoing, it shall be the responsibility of each Member and Preferred Holder, at its own expense, to employ tax counsel to represent its separate interests. No Member or Designated Individual Preferred Holder shall file a notice with the Internal Revenue Service under Section 6222(c) of the Code in connection with its duties as partnership representative such Member’s or designated individualPreferred Holder’s intention to treat an item on such Member’s or Preferred Holder’s federal income tax return in a manner that is inconsistent with the treatment of such item on the Company’s federal income tax return, as applicableunless such Member or Preferred Holder has, shall be expenses not less than thirty (30) Days prior to the filing of the Partnership (includingsuch notice, for the avoidance of doubt, any costs and expenses incurred in connection with any claims asserted against provided the Partnership Representative or Designated Individual, as applicable, except, in the case with a copy of the Partnership Representative, to the extent notice and thereafter in a timely manner provides such other information related thereto as the Partnership Representative is determined to have performed its duties in the manner described in the final sentence shall reasonably request. (k) The provisions of this paragraph F, Section 6.26 and the Partnership shall a Member’s and Preferred Holder’s obligation to reimburse the Partnership Representative or Designated Individual, as applicable, for all such costs and expenses). Nothing herein shall be construed 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 the Designated Individual shall be liable to the Partnership, any Partner 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 Company pursuant to this Section 10.4; provided6.26 shall survive such Member’s and Preferred Holder’s membership in the Company and the dissolution, howeverliquidation, that winding up, and termination of the Partnership Representative may be so liable if it or the Designated Individual has engaged in (i) willful breach of any provision Company, and for purposes of this Section 10.4 6.26, the Company shall be treated as continuing in existence. The Company may pursue and enforce all rights and remedies it may have against a Member or (ii) fraud, willful misconduct or gross negligence, in each case, with respect to its performance of its duties pursuant to Preferred Holder under this Section 10.4.6.26, including instituting a lawsuit to collect reimbursement with interest calculated at the Interest Rate. To the extent permitted by applicable law, the provisions contained in this Section 6.26 shall be binding on the Company’s successors and a

Partnership Representative. A. The General Partner (a) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ is hereby designated to serve as the “partnership representative” with respect to the Partnership, as provided in Section 6223(a) of the Partnership Audit Rules (the “Partnership Representative”) as provided in Code Section 6223(a) (or under any applicable state or local law providing for an analogous capacity). For each taxable year Notwithstanding anything herein to the contrary, any expenses incurred by the Partnership Representative in carrying out its responsibilities and duties in such capacity under this Agreement shall be an expense of the Partnership for which the Partnership Representative is an entity, the Partnership shall appoint the “designated individual” identified be reimbursed by the Partnership. The General Partners shall have the power to designate a successor Partnership Representative to act on behalf of the and, if a successor Partnership Representative in accordance with the applicable Treasury Regulations is not an individual, to appoint an individual (the “Designated Individual”). Each Partner expressly consents to such designations and agrees that it will execute, acknowledge, deliver, file and record at ) meeting the appropriate public offices such documents requirements of Treasury Regulation Section 301.6223-1(c)(3) as may be necessary or appropriate to evidence such consent. B. The Partnership Representative shall have the sole authority person authorized to act on behalf of the Partnership in connection with and make all relevant decisions regarding application of the Partnership Audit Rules, including, but not limited to, any elections under the Partnership Audit Rules or any decisions to settle, compromise, challenge, litigate or otherwise alter the defense of any proceeding before the IRS. C. The Partners agree to cooperate in good faith to timely provide information requested by represent the Partnership Representative as needed to comply in audits and other proceedings governed by Code Sections 6221 through 6241 (together with any regulatory or other administrative guidance promulgated thereunder, and any successor provisions, the “Partnership Tax Audit Rules”), including, without limitation, to make any elections available to the Partnership under the Partnership Audit Rules. Each Partner agrees that, upon request of the Partnership, such Partner shall take such actions as may be necessary or desirable (as determined permitted by the Partnership Representative) to (i) allow the Partnership to comply with the provisions of Section 6226 of the Partnership Audit Rules so that any “partnership adjustments” (as defined in Section 6241(2) of the Partnership Audit Rules) are taken into account by the Partners and former Partners rather than the Partnership; (ii) use the provisions of Section 6225(c) of the Partnership Audit Rules including, but not limited to, filing amended tax returns with respect to any “reviewed year” (within the meaning of Section 6225(d)(1) of the Partnership Audit Rules) or using the alternative procedure to filing amended returns to reduce the amount of any partnership adjustment otherwise required to be taken into account by the Partnership or (iii) otherwise allow the Partnership and its Partners to address and respond to any matters arising under the Partnership Audit Rules. D. Notwithstanding other provisions of this Agreement (b) The Partnership Representative is authorized and required to the contrary, if any partnership adjustment is determined with respect to the Partnership, represent the Partnership Representative may cause in connection with all examinations of the Partnership to elect pursuant to Section 6226 affairs of the Partnership Audit Rules by any federal, state, local, or foreign taxing authority, including any resulting administrative and judicial proceedings, and to have such adjustment passed through to the Partners for the year to which the adjustment relates (i.e., the “reviewed year” within the meaning of Section 6225(d)(1) of the Partnership Audit Rules). In the event that the Partnership Representative has not caused the Partnership to so elect pursuant to Section 6226 of the Partnership Audit Rules, then any “imputed underpayment” (as determined in accordance with Section 6225 of the Partnership Audit Rules) or partnership adjustment that does not give rise to an “imputed underpayment” shall be apportioned among the Partners expend funds of the Partnership for the taxable year in which the adjustment is finalized in such manner as may be necessary (as determined professional services and costs associated therewith. Each Partner agrees that any action taken by the Partnership Representative in 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 Partners based upon their interests in the Partnership for the reviewed year. Imputed Underpayment Amounts also shall include any imputed underpayment within the meaning of Section 6225 connection with audits of the Partnership (including actions by a Designated Individual in an audit governed by the Partnership Tax Audit Rules paid Rules) shall be binding upon such Partner and that such Partner shall not independently act with respect to tax audits or tax litigation affecting the Partnership. The Partnership Representative shall have sole discretion to determine whether the Partnership (either on its own behalf or payableon behalf of the Partners) will contest or continue to contest any tax deficiencies assessed or proposed to be assessed by any entity treated as Taxing Authority. Each Partner agrees to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably requested by the Partnership Representative with respect to the conduct of examinations by Taxing Authorities and any resulting proceedings; provided, that a partnership for U.S. Partner shall not be required to file an amended federal income tax purposes return, as described in which Code Section 6225(c)(2)(A). (c) Except as otherwise set forth herein, in the event of an audit of the Partnership holds (that is subject to the Partnership Tax Audit Rules or has held) a direct any analogous provision of state or indirect interest other than through entities treated local law, the Partnership Representative and, as corporations for U.S. federal income tax purposes applicable, the Designated Individual, 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, the Designated Individual, or the Partnership under the Partnership Tax Audit Rules. To the extent that the Partnership bears Representative and, as applicable, Designated Individual do not make an election under Code Section 6221(b), the economic burden Partnership Representative and, as applicable, the Designated Individual shall use commercially reasonable efforts to reduce to the extent possible the amount of tax owed by the Partnership pursuant to an audit under the Partnership Tax Audit Rules (or analogous state or local partnership audit procedures) by either (i) making any modifications available under Code Section 6225(c)(3), (4), and (5) (or analogous provisions of state or local law) or (ii) making a timely election under Code Section 6226 (or an analogous provision of state or local law). If an election under Code Section 6226(a) is made, the Partnership shall furnish to each Partner for the year under audit a statement of the Partner’s share of any adjustment set forth in the notice of final partnership adjustment, and each Partner shall take such amounts, whether by law or contractadjustment into account as required under Code Section 6226(b). E. (d) Each Partner agrees that such Partner shall not treat any Partnership item inconsistently on such Partner’s federal, state, foreign, or other income tax return with the treatment of the item on the Partnership’s return. Any deficiency for taxes imposed on any Partner (including penalties, additions to indemnify tax, or interest imposed with respect to such taxes and any tax deficiency imposed pursuant to Code Section 6226) will be paid by such Partner and if required to be paid (and actually paid) by the Partnership, will be recoverable from such Partner by the Partnership. (e) The Partnership shall defend, indemnify, and hold harmless the Partnership from Representative and any Designated Individual against any liability with respect to such Partner’s share and all liabilities sustained as a result of any act or decision concerning Partnership tax deficiency paid or payable by matters and within the scope of such person’s responsibilities as the Partnership that is allocable Representative and Designated Individual, as applicable, so long as such act or decision was done or made in good faith and did not constitute gross negligence or willful misconduct. (f) Notwithstanding anything herein to the Partner as determined in accordance with the second to last sentence of paragraph D above with respect to an audited or reviewed taxable year for which such Partner was a partner in the Partnership. The obligations set forth in this paragraph E shall survive the termination of any Partner’s interest in the Partnership, the termination of this Agreement and/or the termination, dissolution, liquidation or winding up of the Partnership, and shall remain binding on each Partner for the period of time necessary to resolve with the IRS (or any other applicable taxing authority) all income tax matters relating to the Partnership and for Partners to satisfy their indemnification obligations, if any, pursuant to this Section 10.4. Any obligation of a Partner pursuant to this paragraph E shall be implemented through adjustments to distributions otherwise payable to such Partner as determined in accordance with Article 5; provided, however, that, at the written request of the Partnership Representative, each Partner or former Partner may be required to contribute to the Partnership such Partner’s Imputed Underpayment Amount imposed on and paid by the Partnership; provided further, that if a Partner or former Partner individually directly pays, pursuant to the Partnership Audit Rulescontrary, any such Imputed Underpayment Amount, then such payment shall reduce any offset to distribution or required capital contribution of such Partner or former Partner. Any amount withheld from distributions pursuant to this paragraph E shall be treated as an amount distributed to such Partner or former Partner for all purposes under this Agreement. F. All expenses incurred by the Partnership Representative or a Designated Individual in connection with its carrying out their responsibilities and duties as partnership representative or designated individual, as applicable, in such capacity under this Agreement shall be expenses an expense of the Partnership (including, for which the avoidance of doubt, any costs and expenses incurred in connection with any claims asserted against the Partnership Tax Matters Representative or Designated Individual, as applicable, except, in the case of the Partnership Representative, to the extent the Partnership Representative is determined to have performed its duties in the manner described in the final sentence of this paragraph F, and the Partnership shall reimburse the Partnership Representative or Designated Individual, as applicable, for all such costs and expenses). Nothing herein shall be construed 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 the Designated Individual shall be liable to reimbursed by the Partnership, any Partner 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 10.4; provided, however, that the Partnership Representative may be so liable if it or the Designated Individual has engaged in . (ig) willful breach of any provision The provisions of this Section 10.4 12.3 and the obligations of a Partner or (ii) fraud, willful misconduct or gross negligence, in each case, with respect to its performance of its duties former Partner pursuant to this Section 10.412.3 shall survive the termination, dissolution, liquidation, and winding up of the Partnership and the withdrawal of such Partner from the Partnership or the Transfer of such Partner’s Partnership interests.

Partnership Representative. A. The General Partner is hereby designated to serve as the “partnership representative” with respect to the Partnership, as provided in Section 6223(a) of the Partnership Audit Rules for purposes of Section 6223 of the Code and the Treasury Regulations promulgated thereunder (the “Partnership Representative”), and all federal, state and local Tax audits and litigation shall be conducted under the direction of the General Partner. For The General Partner shall use reasonable efforts to inform each taxable year other Partner of all significant matters that may come to its attention in which its capacity as Partnership Representative by giving Notice thereof and to forward to each other Partner copies of all significant written communications it may receive in such capacity. The Partnership Representative shall consult with the Preferred Partners before taking any material actions with respect to Tax matters, including actions relating to (i) an IRS examination of the Partnership Representative is an entitycommenced under Section 6231(a) of the Code, (ii) a request for administrative adjustment filed by the Partnership under Section 6227 of the Code, (iii) the filing of a petition for readjustment under Section 6234 of the Code with respect to a final notice of partnership adjustment, (iv) the appeal of an adverse judicial decision and (v) the compromise, settlement or dismissal of any such proceedings. The Partnership Representative shall appoint not compromise or settle any Tax audit or litigation affecting the “designated individual” identified Preferred Partners without the consent of the Preferred Partners holding more than fifty percent (50%) of the Preferred Interests (excluding any Defaulting Partners). Any material proposed action, inaction, or election to be taken by the Partnership Representative to act on behalf (including the appointment of the Partnership Representative in accordance with the applicable Treasury Regulations (the “Designated Individual”). Each Partner expressly consents to such designations and agrees that it will execute, acknowledge, deliver, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. B. The Partnership Representative shall have the sole authority to act on behalf of the Partnership in connection with and make all relevant decisions regarding application of the Partnership Audit Rules, including, but not limited to, any elections under the Partnership Audit Rules or any decisions to settle, compromise, challenge, litigate or otherwise alter the defense of any proceeding before the IRS. C. The Partners agree to cooperate in good faith to timely provide information requested by the Partnership Representative as needed to comply with the Partnership Audit Rules, including, without limitation, to make any elections available to the Partnership under the Partnership Audit Rules. Each Partner agrees that, upon request of the Partnership, such Partner shall take such actions as may be necessary or desirable (as determined by the a successor Partnership Representative) to (i) allow in its capacity as such, including the Partnership to comply with the provisions of election under Section 6226 of the Partnership Audit Rules so that any “partnership adjustments” (as defined in Section 6241(26226(a)(1) of the Partnership Audit Rules) are taken into account by Code, shall require the prior written approval of the Preferred Partners and former Partners rather holding more than the Partnership; fifty percent (ii) use the provisions of Section 6225(c50%) of the Partnership Audit Rules including, but not limited to, filing amended tax returns with respect to Preferred Interests (calculated excluding any “reviewed year” (within the meaning of Section 6225(d)(1) of the Partnership Audit Rules) or using the alternative procedure to filing amended returns to reduce the amount of any partnership adjustment otherwise required to be taken into account by the Partnership or (iii) otherwise allow the Partnership and its Partners to address and respond to any matters arising under the Partnership Audit Rules. D. Notwithstanding other provisions of this Agreement to the contrary, if any partnership adjustment is determined with respect to the Partnership, the Partnership Representative may cause the Partnership to elect pursuant to Section 6226 of the Partnership Audit Rules to have such adjustment passed through to the Partners for the year to which the adjustment relates (i.e., the “reviewed year” within the meaning of Section 6225(d)(1) of the Partnership Audit RulesDefaulting Partners). In the event that the Partnership Representative has not caused the Partnership to so elect pursuant to Section 6226 of the Partnership Audit Rules, then any “imputed underpayment” (as determined in accordance with Section 6225 of the Partnership Audit Rules) or partnership adjustment that does not give rise to an “imputed underpayment” shall be apportioned among the Partners of the Partnership 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) 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 Partners based upon their interests in the Partnership for the reviewed year. Imputed Underpayment Amounts also shall include any imputed underpayment within the meaning of Section 6225 of the Partnership Audit Rules paid (or payable) by any entity treated as a partnership for U.S. federal income tax purposes in which the Partnership 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 Partnership bears the economic burden of such amounts, whether by law or contract. E. Each Partner agrees to indemnify and hold harmless the Partnership from and against any liability with respect to such Partner’s share of any tax deficiency paid or payable by the Partnership that is allocable to the Partner as determined in accordance with the second to last sentence of paragraph D above with respect to an audited or reviewed taxable year for which such Partner was a partner in the Partnership. The obligations set forth in this paragraph E shall survive the termination of any Partner’s interest in the Partnership, the termination of this Agreement and/or the termination, dissolution, liquidation or winding up of the Partnership, and shall remain binding on each Partner for the period of time necessary to resolve with the IRS (or any other applicable taxing authority) all income tax matters relating to the Partnership and for Partners to satisfy their indemnification obligations, if any, pursuant to this Section 10.4. Any obligation of a Partner pursuant to this paragraph E shall be implemented through adjustments to distributions otherwise payable to such Partner as determined in accordance with Article 5; provided, however, that, at the written request of the Partnership Representative, each Partner or former Partner may be required to contribute to the Partnership such Partner’s Imputed Underpayment Amount imposed on and paid by the Partnership; provided further, that if a Partner or former Partner individually directly pays, pursuant to the Partnership Audit Rules, any such Imputed Underpayment Amount, then such payment shall reduce any offset to distribution or required capital contribution of such Partner or former Partner. Any amount withheld from distributions pursuant to this paragraph E shall be treated as an amount distributed to such Partner or former Partner for all purposes under this Agreement. F. All expenses incurred by the Partnership Representative or Designated Individual in connection with its duties as partnership representative or designated individual, as applicable, shall be expenses of the Partnership (including, for For the avoidance of doubt, the financial burden of any costs and expenses incurred in connection with any claims asserted against imputed underpayment or other taxes borne by the Partnership Representative or Designated Individual, shall be treated as applicable, except, in a Tax Advance and shall be allocated amongst the case of the Partnership Representative, to the extent the Partnership Representative is determined to have performed its duties in the manner described in the final sentence of this paragraph F, Partners (and the Partnership shall reimburse the Partnership Representative or Designated Individual, be indemnified in respect of such Tax Advances) as applicable, for all such costs and expenses). Nothing herein shall be construed 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 provided in discharging its duties hereunder. Neither the Partnership Representative nor the Designated Individual shall be liable to the Partnership, any Partner 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 10.4; provided, however, that the Partnership Representative may be so liable if it or the Designated Individual has engaged in (i) willful breach of any provision of this Section 10.4 or (ii) fraud, willful misconduct or gross negligence, in each case, with respect to its performance of its duties pursuant to this Section 10.49.5.

Partnership Representative. A. (a) The General Partner is hereby designated to serve as the “tax matters partner” under Code section 6231(a)(7) (as in effect prior to repeal of such section pursuant to the Partnership Audit Procedures) and the “partnership representative” with respect to the Partnership, as provided in Section section 6223(a) of the Partnership Audit Rules Procedures (in such capacities, the “Partnership Representative”)) to oversee or handle matters relating to the taxation of the Partnership. For each taxable year in which the Partnership Representative is an entity, the Partnership shall appoint the “designated individual” identified by the Partnership Representative to act on behalf of the Partnership Representative (the “Designated Individual”) in accordance with the applicable Treasury Regulations (the “Designated Individual”)Regulations. Each Partner expressly consents to such designations and agrees that it will execute, acknowledge, deliver, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. B. (b) The Partnership Representative shall have the sole authority to act on behalf of the Partnership in connection with and make all relevant decisions regarding application of the Partnership Audit RulesProcedures, including, but not limited to, any elections under the Partnership Audit Rules Procedures or any decisions to settle, compromise, challenge, litigate or otherwise alter the defense of any proceeding before the IRS. C. (c) The Partners agree to cooperate in good faith to timely provide information requested by the Partnership Representative as needed to comply with the Partnership Audit RulesProcedures, including, including without limitation, limitation to make any elections available to the Partnership under the Partnership Audit RulesProcedures. Each Partner agrees that, upon request of the Partnership, such Partner shall take such actions as may be necessary or desirable (as determined by the Partnership Representative) to (i) allow the Partnership to comply with the provisions of Section section 6226 of the Partnership Audit Rules Procedures so that any “partnership adjustments” (as defined in Section section 6241(2) of the Partnership Audit RulesProcedures) are taken into account by the Partners and former Partners rather than the Partnership; (ii) use the provisions of Section section 6225(c) of the Partnership Audit Rules Procedures including, but not limited to, filing amended tax returns with respect to any “reviewed year” (within the meaning of Section section 6225(d)(1) of the Partnership Audit RulesProcedures) or using the alternative procedure to filing amended returns to reduce the amount of any partnership adjustment otherwise required to be taken into account by the Partnership Partnership; or (iii) otherwise allow the Partnership and its Partners to address and respond to any matters arising under the Partnership Audit RulesProcedures. D. (d) Notwithstanding other provisions of this Agreement to the contrary, if any partnership adjustment is determined with respect to the Partnership, the Partnership Representative may cause the Partnership to elect pursuant to Section section 6226 of the Partnership Audit Rules Procedures to have such adjustment passed through to the Partners for the year to which the adjustment relates (i.e., the “reviewed year” within the meaning of Section section 6225(d)(1) of the Partnership Audit RulesProcedures). In the event that the Partnership Representative has not caused the Partnership to so elect pursuant to Section section 6226 of the Partnership Audit RulesProcedures, then any “imputed underpayment” (as determined in accordance with Section section 6225 of the Partnership Audit RulesProcedures) or partnership adjustment that does not give rise to an “imputed underpayment” underpayment shall be apportioned among the Partners of the Partnership 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) 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 Partners based upon their interests in the Partnership for the reviewed year. Imputed Underpayment Amounts also shall include any imputed underpayment within the meaning of Section section 6225 of the Partnership Audit Rules Procedures paid (or payable) by any entity treated as a partnership for U.S. federal income tax purposes in which the Partnership 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 Partnership bears the economic burden of such amounts, whether by law or contract. E. (e) Each Partner agrees to indemnify and hold harmless the Partnership from and against any liability with respect to such Partner’s share of any tax deficiency paid or payable by the Partnership that is allocable to the Partner as determined in accordance with the second to last sentence of paragraph D above Section 9.3(d) with respect to an audited or reviewed taxable year for which such Partner was a partner in the Partnership. The obligations set forth in this paragraph E Section 9.3(e) shall survive the termination of any Partner’s interest in the Partnership, the termination of this Agreement and/or the termination, dissolution, liquidation or winding up of the Partnership, and shall remain binding on each Partner for the period of time necessary to resolve with the IRS (or any other applicable taxing authority) all income tax matters relating to the Partnership and for Partners to satisfy their indemnification obligations, if any, pursuant to this Section 10.49.3. Any obligation of a Partner pursuant to this paragraph E Section 9.3(e) shall be implemented through adjustments to distributions otherwise payable to such Partner as determined in accordance with Article 5Section 4.1; provided, however, that, at the written request of the Partnership Representative, each Partner or former Partner may be required to contribute to the Partnership such Partner’s Imputed Underpayment Amount imposed on and paid by the Partnership; provided provided, further, that if a Partner or former Partner individually directly pays, pursuant to the Partnership Audit RulesProcedures, any such Imputed Underpayment Amount, then such payment shall reduce any offset to distribution or required capital contribution of such Partner or former Partner. Any amount withheld from distributions pursuant to this paragraph E Section 9.3(e) shall be treated as an amount distributed to such Partner or former Partner for all purposes under this Agreement. F. (f) All expenses incurred by the Partnership Representative or Designated Individual in connection with its duties as partnership representative or designated individual, as applicable, shall be expenses of the Partnership (including, for the avoidance of doubt, any costs and expenses incurred in connection with any claims asserted against the Partnership Representative or Designated Individual, as applicable, except, in the case of the Partnership Representative, except to the extent the Partnership Representative or Designated Individual is determined to have performed its duties in the manner described in the final sentence of this paragraph FSection 9.3(f)), and the Partnership shall reimburse and indemnify the Partnership Representative or Designated Individual, as applicable, for all such costs expenses and expenses)costs. Nothing herein shall be construed 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 the Designated Individual shall be liable to the Partnership, any Partner 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 10.4; provided, however, that the Partnership Representative may be so liable if it or the Designated Individual has engaged in 9.3 absent (i) willful breach of any provision of this Section 10.4 9.3 or (ii) bad faith, fraud, gross negligence or willful misconduct on the part of the Partnership Representative or gross negligenceDesignated Individual, in each case, with respect to its performance of its duties pursuant to this Section 10.4as applicable.

Partnership Representative. A. The (a) For each taxable year of the Partnership, the General Partner is hereby designated shall be entitled to serve as designate the “partnership representative” with respect to the Partnership, as provided in Section 6223(a) of the Partnership Audit Rules within the meaning of Section 6223 of the Code (the “Partnership Representative”). For The General Partner is hereby authorized to take any actions necessary under the Revised Audit Rules or other guidance to effect such designation with respect to each taxable year in which of the Partnership (and the Partnership Representative is an entityauthorized to take any actions specified under the Revised Audit Rules or any applicable state statute or local law), and the Partnership shall appoint the “designated individual” identified by the Partnership Representative comply with any requirements necessary to act on behalf of the Partnership Representative in accordance with the applicable Treasury Regulations (the “Designated Individual”)effect such designation. Each Partner expressly hereby consents to such designations and agrees that it upon the request of the Partnership Representative, such Partner will 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. B. . The Partnership Representative shall have keep the sole authority Management Representative reasonably informed of any material audit or proceeding asserting any tax liability related to act on behalf the Partnership and the Partnership Representative shall only settle or compromise any such audit or proceeding subject to the Consent of the Management Representative (not to be unreasonably withheld, conditioned or delayed). (b) The Partnership in connection with Representative shall use its commercially reasonable efforts to apply the rules and make all relevant decisions regarding application of the Partnership Audit Rules, including, but not limited to, any elections under the Partnership Revised Audit Rules in a manner that minimizes the likelihood that any Partner would bear any material tax, interest or any decisions to settle, compromise, challenge, litigate or otherwise alter the defense penalties as a result of any audit or proceeding before the IRS. C. that is attributable to another Partner (other than a predecessor in interest). The Partners agree to cooperate in good faith to timely provide information requested by the Partnership Representative as needed is hereby authorized to comply with the Partnership Audit Rules, including, without limitation, to make take any elections available to the Partnership under the Partnership Audit Rules. Each Partner agrees that, upon request of the Partnership, such Partner shall take such actions as may be necessary or desirable (as determined by the Partnership Representative) to (i) allow the Partnership to comply with the provisions of Section 6226 of the Partnership Audit Rules so that any “partnership adjustments” (as defined in Section 6241(2) of the Partnership Audit Rules) are taken into account by the Partners and former Partners rather than the Partnership; (ii) use the provisions of Section 6225(c) of the Partnership Audit Rules including, but not limited to, filing amended tax returns with respect to any “reviewed year” (within the meaning of Section 6225(d)(1) of the Partnership Audit Rules) or using the alternative procedure to filing amended returns to reduce the amount of any partnership adjustment otherwise action reasonably required to be taken into account by the Partnership or (iii) otherwise allow the Partnership and its Partners to address and respond to any matters arising under the Partnership Audit Rules. D. Notwithstanding other provisions of this Agreement to the contrary, if any partnership adjustment is determined with respect to the Partnership, the Partnership Representative may cause the Partnership to elect pursuant to Section 6226 financial burden of the Partnership Audit Rules to have such adjustment passed through to the Partners for the year to which the adjustment relates (i.e., the “reviewed year” within the meaning of Section 6225(d)(1) of the Partnership Audit Rules). In the event that the Partnership Representative has not caused the Partnership to so elect pursuant to Section 6226 of the Partnership Audit Rules, then any “imputed underpayment” (as determined in accordance with under Section 6225 of the Partnership Audit RulesCode) or partnership and associated interest, adjustments to tax and penalties arising from a partnership-level adjustment that does not give rise to are imposed on the Partnership (an “imputed underpayment” shall Imputed Underpayment”) to be apportioned among borne by the Partners of the Partnership for the taxable year in which the adjustment is finalized in to whom such manner Imputed Underpayment relates as may be necessary (as reasonably determined by the Partnership Representative in good faith) so that, to after consulting with the maximum extent possible, the tax and economic consequences of the imputed underpayment Partnership’s accountants or other partnership adjustment and advisers, taking into account any associated interest and penalties (any such amount, an “Imputed Underpayment Amount”) are borne by the Partners based upon their interests differences in the Partnership for the reviewed year. Imputed Underpayment Amounts also shall include any imputed underpayment within the meaning amount of Section 6225 taxes attributable to each Partner because of the Partnership Audit Rules paid (or payable) by any entity treated as a partnership for U.S. federal income tax purposes in which the Partnership 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 Partnership bears the economic burden of such amounts, whether by law or contract. E. Each Partner agrees to indemnify and hold harmless the Partnership from and against any liability with respect to such Partner’s share of any tax deficiency paid status, nationality or payable by other characteristics, including such Partner’s actions or omissions, and each Partner hereby agrees to reasonably cooperate with the Partnership that is allocable to the Partner as determined Representative in accordance connection with the second to last sentence of paragraph D above with respect to such Imputed Underpayment, including by filing an audited or reviewed taxable year for which such Partner was a partner in the Partnership. The obligations set forth in this paragraph E shall survive the termination of any Partner’s interest in the Partnership, the termination of this Agreement and/or the termination, dissolution, liquidation or winding up of the Partnership, and shall remain binding on each Partner for the period of time necessary to resolve with the IRS (or any other applicable taxing authority) all income amended tax matters relating to the Partnership and for Partners to satisfy their indemnification obligations, if any, return pursuant to this Section 10.4. Any obligation of a Partner pursuant to this paragraph E shall be implemented through adjustments to distributions otherwise payable to such Partner as determined in accordance with Article 5Treasury Regulations section 301.6225-2(d)(2); provided, however, that, at the written request that any Holder of the Partnership Representative, each Partner or former Partner may Class PI Common Units shall only be required to contribute file any such amended tax return with the consent of the Management Representative (such consent not to the Partnership such Partner’s Imputed Underpayment Amount imposed on and paid by the Partnershipbe unreasonably withheld, conditioned or delayed); provided provided, further, that if a no Partner or former Partner individually directly pays, pursuant shall be required to the Partnership Audit Rules, file any such Imputed Underpayment Amount, then such payment shall reduce any offset to distribution or required capital contribution of such Partner or former Partner. Any amount withheld from distributions pursuant to this paragraph E shall be treated as an amount distributed to such Partner or former Partner for all purposes under this Agreement. F. All expenses incurred by the Partnership Representative or Designated Individual amended tax return in connection with its duties any Imputed Underpayment that is de minimis as partnership representative or designated individual, as applicable, shall be expenses compared to the costs of the Partnership (including, for preparing and filing such an amended tax return. For the avoidance of doubt, any each Partner shall bear its own costs and expenses incurred in connection with making any claims asserted against amended tax filings or complying with the alternative procedure in Treasury Regulations section 301.6225-2(d)(2)(x). By executing this Agreement or a counterpart hereof, each Partner (i) expressly authorizes the Partnership Representative or Designated Individualand the Partnership to take any and all actions that are reasonably necessary under applicable U.S. federal income tax law (as such law may be revised from time to time) to cause the Partnership to make the election set forth in Section 6226(a) of the Code if the Partnership Representative decides to make such election, and (ii) expressly agrees to take any action, and furnish the Partnership Representative with any information necessary, to give effect to such election. Each Partner hereby severally indemnifies and holds the Partnership, the General Partner and the Partnership Representative harmless for such Partner’s respective portion of the financial burden of an Imputed Underpayment as applicable, except, provided in the case foregoing sentences and in furtherance thereof, each Partner agrees (A) to pay such amount to the Partnership within fifteen (15) days following the Partnership’s request for payment (and any failure to pay such amount shall result in interest on such amount calculated at the prime rate plus two percent (2%)) and (B) that any amounts otherwise distributable to such Partner may be applied in satisfaction of such obligations. Except with the express written consent of the General Partner, each Partner shall be jointly and severally liable with their predecessors in interest, if any, for amounts owed hereunder in respect of any predecessor in interest to such Partner. No Partner shall file a notice with the IRS under Section 6222(c)(1)(B) of the Code in connection with such Partner’s intention to treat an item on such Partner’s U.S. federal income tax return in a manner that is inconsistent with the treatment of such item on the Partnership’s U.S. federal income tax return unless such Partner has, not less than thirty (30) days prior to the filing of such notice, provided the Partnership with a copy of the notice and thereafter in a timely manner provides such other information related thereto as the General Partner shall reasonably request. (c) The Partnership Representative shall employ experienced tax counsel to represent the Partnership in connection with any audit or investigation of the Partnership by the IRS and in connection with all subsequent administrative and judicial proceedings arising out of such audit. The fees and expenses of such tax counsel, and all reasonable expenses incurred by the Partnership Representative in serving as the Partnership Representative, to the extent the Partnership Representative is determined to have performed its duties in the manner described in the final sentence of this paragraph F, and the Partnership shall reimburse the Partnership Representative or Designated Individual, as applicable, for all such costs and expenses). Nothing herein shall be construed 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 the Designated Individual expenses and shall be liable to paid by the Partnership. Notwithstanding the foregoing, any Partner or any Affiliate thereof for any costs or losses to any persons, any diminution in value or any liability whatsoever arising as a result it shall be the responsibility of the performance General Partner and of its duties pursuant each Limited Partner, at their expense, to this Section 10.4; provided, however, that the Partnership Representative may be so liable if it or the Designated Individual has engaged in (i) willful breach of any provision of this Section 10.4 or (ii) fraud, willful misconduct or gross negligence, in each case, with respect employ tax counsel to its performance of its duties pursuant to this Section 10.4represent their respective separate interests.

Partnership Representative. A. (a) The General Partner Corporation is hereby designated to serve as the “partnership representative” with respect to of the Partnership, Company (as provided that term is defined in Section 6223(a) of the Partnership Audit Rules (Code, the “Partnership Representative”), with all of the rights, duties and powers provided for in the Code and Regulations. For each taxable year in which the Partnership Representative is an entity, the Partnership The Company shall appoint the “designated individual” identified by the Partnership Representative to act on behalf of the Partnership Representative in accordance with the applicable Treasury Regulations (the “Designated Individual”)) in accordance with the applicable Regulations. Each Partner Member expressly consents to such designations and agrees that it will execute, acknowledge, deliver, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. B. (b) The Partnership Representative shall have the sole authority to act on behalf of the Partnership in connection with and make all relevant decisions regarding application of the Partnership Audit Rules, including, but not limited to, any elections under the Partnership Audit Rules or any decisions to settle, compromise, challenge, litigate or otherwise alter the defense of any proceeding before the IRS. C. The Partners Members agree to reasonably cooperate in good faith to timely provide information requested by the Partnership Representative as needed to comply with the Partnership Audit RulesProcedures, including, without limitation, including to make any elections available to the Partnership Company under the Partnership Audit RulesProcedures. Each Partner Member agrees that, upon request of the PartnershipCompany, such Partner Member shall take such actions as may be necessary or desirable (as determined by the Partnership Representative) to (i) allow the Partnership Company to comply with the provisions of Section 6226 of the Partnership Audit Rules Procedures so that any “partnership adjustments” (as defined in Section 6241(2) of the Partnership Audit RulesProcedures) are taken into account by the Partners Members and former Partners Members rather than the PartnershipCompany; (ii) use the provisions of Section 6225(c) of the Partnership Audit Rules Procedures including, but not limited to, filing amended tax returns with respect to any “reviewed year” (within the meaning of Section 6225(d)(1) of the Partnership Audit RulesProcedures) or using the alternative procedure to filing amended returns to reduce the amount of any partnership adjustment otherwise required to be taken into account by the Partnership Company; or (iii) otherwise allow the Partnership Company and its Partners Members to address and respond to any matters arising under the Partnership Audit RulesProcedures. D. Notwithstanding other provisions (c) For any taxable year in which Amber GT (or any of this Agreement to its Affiliates) owns at least 10% of the contrary, if any partnership adjustment is determined with respect to interests in the PartnershipCompany for at least six (6) months during the taxable year, the Partnership Representative may cause shall deliver to Amber GT a copy of all material notices, communications, reports and writings received from the IRS by the Company or the Partnership Representative relating to elect pursuant or potentially resulting in an adjustment of Company items (a “Proposed Adjustment”) and shall keep Amber GT reasonably informed regarding all material developments with respect to Section 6226 such Proposed Adjustment. In addition, with respect to any such taxable year, the Partnership Representative shall (i) provide Amber GT with a draft copy of any correspondence, filing or other materials to be submitted by the Company, the Partnership Representative or any of their Affiliates in connection with any administrative or judicial proceedings relating to such Proposed Adjustment reasonably in advance of such submission, (ii) consider in good faith all reasonable changes or comments to such correspondence, filing or other materials requested by Amber GT (to the extent such comments are provided in a timely manner such that it would allow the Company to comply with any deadline imposed under applicable Law), and (iii) provide Amber GT with a final copy of such correspondence, filing or other materials. (d) The Partnership Representative shall use its commercially reasonable efforts to (i) apply the rules and elections under the Partnership Audit Rules Procedures in a manner that minimizes the likelihood that any Member would bear any material tax, interest or penalties as a result of any audit or proceeding that is attributable to have such adjustment passed through to another Member (other than a predecessor in interest) and (ii) cause the Partners for the year to which the adjustment relates (i.e., the “reviewed year” within the meaning financial burden of Section 6225(d)(1) of the Partnership Audit Rules). In the event that the Partnership Representative has not caused the Partnership to so elect pursuant to Section 6226 of the Partnership Audit Rules, then any “imputed underpayment” (as determined in accordance with Section 6225 of the Partnership Audit RulesProcedures) or partnership adjustment Proposed Adjustment that does not give rise to an “imputed underpayment” shall underpayment to be apportioned among the Partners Members of the Partnership Company 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) so that, to the maximum extent possible, the tax and economic consequences of the imputed underpayment or other partnership adjustment Proposed Adjustment and any associated interest and penalties (any such amount, an “Imputed Underpayment Amount”) are borne by the Partners Members based upon their interests in the Partnership Company for the reviewed year. Imputed Underpayment Amounts also shall include any imputed underpayment within the meaning of Section 6225 of the Partnership Audit Rules paid (or payable) by any entity treated as a partnership for U.S. federal income tax purposes in which the Partnership 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 Partnership bears the economic burden of such amounts, whether by law or contract. E. (e) Each Partner Member agrees to indemnify and hold harmless the Partnership Company from and against any liability with respect to such PartnerMember’s share of any tax Tax deficiency paid or payable by the Partnership Company that is allocable apportionable to the Partner Member as determined in accordance with the second to last sentence clause (ii) of paragraph D above Section 9.3(d) with respect to an audited or reviewed taxable year for which such Partner Member was a partner in the Partnership. The obligations set forth in this paragraph E shall survive the termination of any Partner’s interest in the Partnership, the termination of this Agreement and/or the termination, dissolution, liquidation or winding up of the Partnership, and shall remain binding on each Partner for the period of time necessary to resolve with the IRS (or any other applicable taxing authority) all income tax matters relating to the Partnership and for Partners to satisfy their indemnification obligations, if any, pursuant to this Section 10.4Company. Any obligation of a Partner Member pursuant to this paragraph E Section 9.3(e) shall be implemented through adjustments to distributions otherwise payable to such Partner Member as determined in accordance with Article 5Section 4.1; provided, however, that, that at the written request of the Partnership Representative, each Partner Member or former Partner Member may be required to contribute to the Partnership Company such PartnerMember’s Imputed Underpayment Amount imposed on and paid by the PartnershipCompany; provided provided, further, that if a Partner Member or former Partner Member individually directly pays, pursuant to the Partnership Audit RulesProcedures, any such Imputed Underpayment Amount, then such payment shall reduce any offset to distribution or required capital contribution of such Partner Member or former PartnerMember. Any amount withheld from distributions pursuant to this paragraph E Section 9.3(e) shall be treated as an amount distributed to such Partner Member or former Partner Member for all purposes under this Agreementhereunder. F. (f) All expenses incurred by the Partnership Representative or Designated Individual in connection with its duties as partnership representative or designated individual, as applicable, shall be expenses of the Partnership Company (including, for the avoidance of doubt, any costs and expenses incurred in connection with any claims asserted against the Partnership Representative or Designated Individual, as applicable, except, in the case of the Partnership Representative, except to the extent the Partnership Representative or Designated Individual is determined to have performed its duties in the manner described in the final sentence of this paragraph FSection 9.3(f), and the Partnership Company shall reimburse and indemnify the Partnership Representative or Designated Individual, as applicable, for all such costs expenses and expenses)costs. Nothing herein shall be construed 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 the Designated Individual shall be liable to the PartnershipCompany, any Partner Member or any Affiliate thereof for any costs or losses to any personsPersons, any diminution in value or any liability whatsoever arising as a result of the performance of its duties pursuant to this Section 10.4; provided, however, that the Partnership Representative may be so liable if it or the Designated Individual has engaged in 9.3 absent (i) willful breach of any provision of this Section 10.4 9.3 or (ii) bad faith, fraud, gross negligence or willful misconduct on the part of the Partnership Representative or gross negligenceDesignated Individual, in each case, with respect to its performance of its duties pursuant to this Section 10.4as applicable.

Partnership Representative. A. (a) The General Partner Managing Member is hereby designated to serve as the “partnership representative” with respect pursuant to the Partnership, as provided in Section 6223(a) of the Partnership Audit Rules Code (in such capacity, the “Partnership Representative”). In addition, the Managing Member is hereby authorized to designate or remove any other Person selected by Managing Member as the Partnership Representative (with the approval of the Original Member Representative, such approval not to be unreasonably withheld, delayed, or conditioned); provided that all actions taken by the Partnership Representative pursuant to this Section 10.3 shall be subject to the overall oversight and authority of the Board. For each taxable year Fiscal Year in which the Partnership Representative is an entity, the Partnership Company shall appoint the “designated individual” identified by the Partnership Representative and approved by the Board to act on its behalf of the Partnership Representative in accordance with the applicable Treasury Regulations (the “Designated Individual”)or analogous provisions of state or local Law. Each Partner Member hereby expressly consents to such designations and agrees to take, and that it will executethe Managing Member is authorized to take (or cause the Company to take), acknowledge, deliver, file and record at the appropriate public offices such documents other actions as may be necessary or appropriate advisable pursuant to Regulations or other Internal Revenue Service or Treasury guidance or state or local Law to cause such designations or evidence such consentMember’s consent to such designations. B. The (b) Subject to this Section 10.3, the Partnership Representative shall have the sole authority to act on behalf of the Partnership Company in connection with and with, make all relevant decisions regarding application of of, and to exercise the Partnership Audit rights and powers provided for in the BBA Rules, including, but not limited to, including making any elections under the Partnership Audit BBA Rules or any decisions to settle, compromise, challenge, litigate or otherwise alter the defense of any proceeding Action, audit or examination before the IRSIRS or any other tax authority (each, an “Audit”), and to expend Company funds for professional services and other expenses reasonably incurred in connection therewith. C. The Partners agree to cooperate in good faith to timely provide information requested by (c) Without limiting the Partnership Representative as needed to comply with the Partnership Audit Rules, including, without limitation, to make any elections available to the Partnership under the Partnership Audit Rules. Each Partner agrees that, upon request of the Partnership, such Partner shall take such actions as may be necessary or desirable (as determined by the Partnership Representative) to (i) allow the Partnership to comply with the provisions of Section 6226 of the Partnership Audit Rules so that any “partnership adjustments” (as defined in Section 6241(2) of the Partnership Audit Rules) are taken into account by the Partners and former Partners rather than the Partnership; (ii) use the provisions of Section 6225(c) of the Partnership Audit Rules including, but not limited to, filing amended tax returns with respect to any “reviewed year” (within the meaning of Section 6225(d)(1) of the Partnership Audit Rules) or using the alternative procedure to filing amended returns to reduce the amount of any partnership adjustment otherwise required to be taken into account by the Partnership or (iii) otherwise allow the Partnership and its Partners to address and respond to any matters arising under the Partnership Audit Rules. D. Notwithstanding other provisions of this Agreement to the contrary, if any partnership adjustment is determined with respect to the Partnershipforegoing, the Partnership Representative may cause shall give prompt written notice to the Partnership to elect pursuant to Section 6226 Original Member Representative of the Partnership commencement of any Audit Rules to have such adjustment passed through to the Partners for the year to which the adjustment relates (i.e., the “reviewed year” within the meaning of Section 6225(d)(1) of the Partnership Audit RulesCompany or any of its Subsidiaries (a “Specified Audit”). In the event that the The Partnership Representative has not caused shall (i) keep the Partnership to so elect pursuant to Section 6226 Original Member Representative reasonably informed of the Partnership Audit Rulesmaterial developments and status of any such Specified Audit, then (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 “imputed underpayment” such Specified Audit, and (as determined in accordance with Section 6225 iii) promptly notify the Original Member Representative of the Partnership Audit Rulesreceipt of a notice of a final partnership adjustment (or equivalent under applicable Laws) or partnership adjustment that does not give rise to an “imputed underpayment” shall be apportioned among the Partners a final decision of the Partnership 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) so that, to the maximum extent possible, the tax and economic consequences of the imputed underpayment a court or other partnership adjustment and any associated interest and penalties (any such amount, an “Imputed Underpayment Amount”) are borne by the Partners based upon their interests in the Partnership for the reviewed year. Imputed Underpayment Amounts also shall include any imputed underpayment within the meaning of Section 6225 of the Partnership Audit Rules paid IRS Appeals panel (or payableequivalent body under applicable Laws) by any entity treated as a partnership for U.S. federal income tax purposes in which the Partnership 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 Partnership bears the economic burden of such amounts, whether by law or contract. E. Each Partner agrees to indemnify and hold harmless the Partnership from and against any liability with respect to such PartnerSpecified 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, 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 without the Original Member Representative’s share prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). 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 (i) making an election under Section 6226(a) of the Code (or any analogous provision of state or local Law) (a “Push-Out Election”) or (ii) taking any material action under the BBA Rules that would reasonably be expected to have a disproportionate (compared to the Managing Member) and material adverse effect on the Original Members, in the case of clauses (i) and (ii). (d) Notwithstanding anything to the contrary contained in this Agreement, in the event of any tax deficiency paid or payable conflict between Section 7.1 of the Business Combination Agreement and this Agreement, Section 7.1 of the Business Combination Agreement shall control. The Company, the Partnership Representative, the Managing Member, and the Members hereby acknowledge and agree to the foregoing sentence and expressly agree to be bound by the Partnership that is allocable terms of Section 7.1 of the Business Combination Agreement. (e) This Section 10.3 shall be interpreted to the Partner as determined in accordance with the second apply to last sentence of paragraph D above with respect to an audited or reviewed taxable year for which such Partner was a partner in the Partnership. The obligations set forth in this paragraph E Members and former Members and shall survive the termination Transfer of any Partnera Member’s interest in the Partnership, the termination of this Agreement and/or Company Units and the termination, dissolution, liquidation or and winding up of the PartnershipCompany and, and shall remain binding on each Partner for the period of time necessary to resolve with the IRS (or any other applicable taxing authority) all income tax matters relating this purpose to the Partnership and for Partners to satisfy their indemnification obligationsextent not prohibited by applicable Law, if any, pursuant to this Section 10.4. Any obligation of a Partner pursuant to this paragraph E shall be implemented through adjustments to distributions otherwise payable to such Partner as determined in accordance with Article 5; provided, however, that, at the written request of the Partnership Representative, each Partner or former Partner may be required to contribute to the Partnership such Partner’s Imputed Underpayment Amount imposed on and paid by the Partnership; provided further, that if a Partner or former Partner individually directly pays, pursuant to the Partnership Audit Rules, any such Imputed Underpayment Amount, then such payment shall reduce any offset to distribution or required capital contribution of such Partner or former Partner. Any amount withheld from distributions pursuant to this paragraph E Company shall be treated as an amount distributed to such Partner or former Partner for all purposes under this Agreementcontinuing in existence. F. All expenses incurred by the Partnership Representative or Designated Individual in connection with its duties as partnership representative or designated individual, as applicable, shall be expenses of the Partnership (including, for the avoidance of doubt, any costs and expenses incurred in connection with any claims asserted against the Partnership Representative or Designated Individual, as applicable, except, in the case of the Partnership Representative, to the extent the Partnership Representative is determined to have performed its duties in the manner described in the final sentence of this paragraph F, and the Partnership shall reimburse the Partnership Representative or Designated Individual, as applicable, for all such costs and expenses). Nothing herein shall be construed 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 the Designated Individual shall be liable to the Partnership, any Partner 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 10.4; provided, however, that the Partnership Representative may be so liable if it or the Designated Individual has engaged in (i) willful breach of any provision of this Section 10.4 or (ii) fraud, willful misconduct or gross negligence, in each case, with respect to its performance of its duties pursuant to this Section 10.4.

Partnership Representative. A. (a) The General Partner is hereby designated to serve as shall be the “partnership representative,” with respect to within the Partnership, as provided in meaning of Code Section 6223(a) of the Partnership Audit Rules 6223 (the “Partnership Representative”). For each taxable year in which the Partnership Representative is an entity, the Partnership shall appoint the “designated individual” identified by the Partnership Representative to act on behalf of the Partnership Representative in accordance with the applicable Treasury Regulations (the “Designated Individual”). Each Partner expressly consents to such designations and agrees that it will execute, acknowledge, deliver, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. B. The Partnership Representative shall have the sole authority to act on behalf of the Partnership in connection with and make all relevant decisions regarding application of the Partnership Audit Rules, including, but not limited to, any elections under the Partnership Audit Rules or any decisions to settle, compromise, challenge, litigate or otherwise alter the defense of any proceeding before the IRS. C. The Partners agree to cooperate in good faith to timely provide information requested by the Partnership Representative as needed to comply with the Partnership Audit Rules, including, without limitation, to make any elections available to the Partnership under the Partnership Audit Rules. Each Partner agrees that, upon request of the Partnership, such Partner shall take such actions as may be necessary or desirable (as determined by the Partnership Representative) to (i) allow the Partnership to comply with the provisions of Section 6226 of the Partnership Audit Rules so that any “partnership adjustments” (as defined in Section 6241(2) of the Partnership Audit Rules) are taken into account by for federal income tax purposes. Pursuant to Code Section 6230(e), upon receipt of notice from the Partners and former Partners rather than the Partnership; (ii) use the provisions of Section 6225(c) IRS of the Partnership Audit Rules including, but not limited to, filing amended tax returns with respect to any “reviewed year” (within the meaning beginning of Section 6225(d)(1) of the Partnership Audit Rules) or using the alternative procedure to filing amended returns to reduce the amount of any partnership adjustment otherwise required to be taken into account by the Partnership or (iii) otherwise allow the Partnership and its Partners to address and respond to any matters arising under the Partnership Audit Rules. D. Notwithstanding other provisions of this Agreement to the contrary, if any partnership adjustment is determined an administrative proceeding with respect to the Partnership, the Partnership Representative may cause shall furnish the IRS with the name, address, taxpayer identification number, and profit interest of each of the Limited Partners and the Assignees; provided, however, that such information is provided to the Partnership by the Limited Partners and the Assignees. (b) The Partnership Representative may, in its discretion, but is not required: (i) to elect enter into any settlement with the IRS with respect to any administrative or judicial proceedings for the adjustment of Partnership items required to be taken into account by a Partner 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 Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to Section 6226 of the Partnership Audit Rules to have such adjustment passed through to Code and Regulations) files a statement with the Partners for the year to which the adjustment relates (i.e., the “reviewed year” within the meaning of Section 6225(d)(1) of the Partnership Audit Rules). In the event IRS providing that the Partnership Representative has shall not caused have the Partnership authority to so elect pursuant to Section 6226 enter into a settlement agreement on behalf of the Partnership Audit Rules, then any such Partner; or (ii) who is a “imputed underpaymentnotice partner” (as determined defined in accordance Code Section 6231(a)(8)) or a member of a “notice group” (as defined in Code Section 6223(b)(2)); (ii) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 Section 6225 the Tax Court or the filing of a complaint for refund with the United States Claims Court or the District Court of the Partnership Audit Rules) or partnership adjustment that does not give rise to an “imputed underpayment” shall be apportioned among the Partners of the Partnership United States for the taxable year district in which the Partnership’s principal place of business is located; (iii) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (iv) to file a request for an administrative adjustment with the IRS and, if any part of such request is finalized 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 which is attributable to any item required to be taken account of by a Partner for tax purposes, or an item affected by such item; and (vi) to take any other action on behalf of the Partners or the Partnership in such manner as may be necessary (as determined 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 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 (connection with any such amountproceeding, an “Imputed Underpayment Amount”) are borne by the Partners based upon their interests in the Partnership for the reviewed year. Imputed Underpayment Amounts also shall include any imputed underpayment within the meaning of Section 6225 of the Partnership Audit Rules paid (or payable) by any entity treated as a partnership for U.S. federal income tax purposes in which the Partnership holds (or has held) a direct or indirect interest other than through entities treated as corporations for U.S. federal income tax purposes except to the extent that the Partnership bears the economic burden of such amountsrequired by law, whether by law or contract. E. Each Partner agrees to indemnify and hold harmless the Partnership from and against any liability with respect to such Partner’s share of any tax deficiency paid or payable by the Partnership that is allocable to the Partner as determined in accordance with the second to last sentence of paragraph D above with respect to an audited or reviewed taxable year for which such Partner was a partner matter in the Partnership. The obligations set forth in this paragraph E shall survive the termination of any Partner’s interest in the Partnership, the termination of this Agreement and/or the termination, dissolution, liquidation or winding up of the Partnership, sole and shall remain binding on each Partner for the period of time necessary to resolve with the IRS (or any other applicable taxing authority) all income tax matters relating to the Partnership and for Partners to satisfy their indemnification obligations, if any, pursuant to this Section 10.4. Any obligation of a Partner pursuant to this paragraph E shall be implemented through adjustments to distributions otherwise payable to such Partner as determined in accordance with Article 5; provided, however, that, at the written request absolute discretion of the Partnership Representative, each and the provisions relating to indemnification of the General Partner or former Partner may set forth in Section 7.7 shall be required to contribute fully applicable to the Partnership such Partner’s Imputed Underpayment Amount imposed on and paid by the Partnership; provided further, that if a Partner or former Partner individually directly pays, pursuant to the Partnership Audit Rules, any such Imputed Underpayment Amount, then such payment shall reduce any offset to distribution or required capital contribution of such Partner or former Partner. Any amount withheld from distributions pursuant to this paragraph E shall be treated Representative in its capacity as an amount distributed to such Partner or former Partner for all purposes under this Agreementsuch. F. (c) The Partnership Representative shall receive no compensation for its services. All third party costs and expenses incurred by the Partnership Representative or Designated Individual in connection with performing its duties as partnership representative or designated individual, as applicable, such (including legal and accounting fees and expenses) shall be expenses of borne by the Partnership (including, for the avoidance of doubt, any costs and expenses incurred in connection with any claims asserted against the Partnership Representative or Designated Individual, as applicable, except, in the case of the Partnership Representative, to the extent the Partnership Representative is determined to have performed its duties in the manner described in the final sentence of this paragraph F, and the Partnership shall reimburse the Partnership Representative or Designated Individual, as applicable, for all such costs and expenses)Partnership. Nothing herein shall be construed to restrict the Partnership Representative or Designated Individual from engaging lawyers, accountants, tax advisers, or other professional advisers or experts an accounting and/or law firm to assist the Partnership Representative or Designated Individual in discharging its duties hereunder. Neither , so long as the compensation paid by the Partnership Representative nor the Designated Individual shall be liable to the Partnership, any Partner 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 10.4; provided, however, that the Partnership Representative may be so liable if it or the Designated Individual has engaged in (i) willful breach of any provision of this Section 10.4 or (ii) fraud, willful misconduct or gross negligence, in each case, with respect to its performance of its duties pursuant to this Section 10.4such services is reasonable.

Partnership Representative. A. The General Partner is hereby designated to (a) BCSF will serve as the “partnership representative” with respect to of the Partnership, Company as provided in Section 6223(a) of the Partnership Audit Rules Code (or any successor or similar provision of U.S. federal, state or local law) and a “designated individual” that is subject to the control of BCSF will be appointed by the Company through whom the partnership representative will act (individually and collectively referred to as the “Partnership Representative”). For each taxable year in which In such capacity, subject to the last sentence of this paragraph, the Partnership Representative is an entity, the Partnership shall appoint the “designated individual” identified by the Partnership Representative have sole discretion to make or refrain from making any election or otherwise act on behalf of the Partnership Representative in accordance with the applicable Treasury Regulations Company (the “Designated Individual”). Each Partner expressly consents to such designations and agrees that it will execute, acknowledge, deliver, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. B. 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 right to act retain professional assistance in respect of any audit of the Company and all reasonable, documented out-of-pocket expenses and fees incurred by the Partnership Representative on behalf of the Company as Partnership in connection Representative shall be reimbursed by the Company. Each Member agrees to cooperate with and make all relevant decisions regarding application of the Partnership Audit Rules, including, but not limited to, any elections under the Partnership Audit Rules or any decisions to settle, compromise, challenge, litigate or otherwise alter the defense of any proceeding before the IRS. C. The Partners agree to cooperate in good faith to timely Representative and provide such information as may be reasonably requested by the Partnership Representative as needed in relation to comply with carrying out its responsibilities under Section 6223 of the Code (and the regulations promulgated thereunder). The Company agrees to indemnify the Partnership Audit RulesRepresentative and its agents and save and hold them harmless, includingfrom and in respect to all Losses incurred by the Partnership Representative in connection with or resulting from any claim, without limitationaction, to make or demand against the Partnership Representative or the Company that arise out of or in any elections available way relate to the Partnership under Representative’s status as “partnership representative” of the Company. Notwithstanding the foregoing, the Partnership Audit Rules. Each Partner agrees that, upon request Representative shall not take any action requiring Prior Committee Approval prior to such Prior Committee Approval being obtained. (b) If the Company is subject to any tax liability imposed under Subchapter C of Chapter 63 of the PartnershipCode, such Partner shall take such actions as may be necessary well as any related interest, penalties, or desirable other charges or expenses (as determined by collectively, a “Tax Liability”), the Members (acting through the Committee) (or the Partnership Representative) to (i) allow the Partnership to comply , in consultation with the provisions of Section 6226 of Members (acting through the Partnership Audit Rules so that Committee)) shall allocate among the Members any “partnership adjustments” (as defined Tax Liability in Section 6241(2) of a manner it determines to be fair and equitable and the Partnership Audit Rules) are taken Capital Accounts hereunder by deducting amounts from Capital Accounts or reducing amounts otherwise distributable to Members, taking into account by the Partners and former Partners rather than the Partnership; (ii) use the provisions of any modifications attributable to a Member pursuant to Section 6225(c) of the Code and any similar state and local authority. To the extent that a portion of a Tax Liability for a prior tax year relates to a former Member, the Members (acting through the Committee) (or the Partnership Audit Rules includingRepresentative, but not limited toin consultation with the Members (acting through the Committee)) may require a former Member to indemnify the Company for its allocable portion of such tax. Each Member acknowledges that, filing amended tax returns notwithstanding the Transfer or withdrawal of all or any portion of its interest in the Company, pursuant to this Section 6.13, it may remain liable for Tax Liabilities with respect to any “reviewed year” (within the meaning its allocable share of Section 6225(d)(1) income and gain of the Partnership Audit RulesCompany for the Company’s tax years (or portions thereof) prior to such Transfer or withdrawal, as applicable, under Subchapter C of Chapter 63 of the Code or any similar state or local provisions. Any Tax Liability that is payable by the Company shall, to the extent attributable to a Member’s (or a former Member’s) interest in the Company, be treated as distributed or otherwise paid to such Member in the same manner as a withholding tax. The Members acknowledge and agree that the Members (acting through the Committee) or using the alternative procedure to filing amended returns to reduce the amount of any partnership adjustment otherwise required to be taken into account by the Partnership or (iii) otherwise allow the Partnership and its Partners to address and respond to any matters arising under the Partnership Audit Rules. D. Notwithstanding other provisions of this Agreement to the contrary, if any partnership adjustment is determined with respect to the Partnership, the Partnership Representative may cause shall be permitted to take any actions to avoid Tax Liability being imposed on the Partnership to elect pursuant to Section 6226 Company or any of its Subsidiaries or Portfolio Companies under Subchapter C of Chapter 63 of the Partnership Audit Rules to have such adjustment passed through to Code. To the Partners for the year to which the adjustment relates (i.e.fullest extent permitted by law, the “reviewed year” within the meaning of Section 6225(d)(1) of the Partnership Audit Rules). In the event that the Partnership Representative has not caused the Partnership to so elect pursuant to Section 6226 of the Partnership Audit Rules, then any “imputed underpayment” (as determined in accordance with Section 6225 of the Partnership Audit Rules) or partnership adjustment that does not give rise to an “imputed underpayment” shall be apportioned among the Partners of the Partnership 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) 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 Partners based upon their interests in the Partnership for the reviewed year. Imputed Underpayment Amounts also shall include any imputed underpayment within the meaning of Section 6225 of the Partnership Audit Rules paid (or payable) by any entity treated as a partnership for U.S. federal income tax purposes in which the Partnership 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 Partnership bears the economic burden of such amounts, whether by law or contract. E. Each Partner each Member hereby agrees to indemnify and hold harmless the Partnership Company and the other Members from and against any liability Tax Liability incurred by the Company or such other Members with respect to income attributable to or distributions or other payments to such Partner’s share of any tax deficiency paid or payable by Member, except in the Partnership that is allocable event such liability arises due to the Partner as determined in accordance with the second to last sentence of paragraph D above with respect to an audited Company’s bad faith, gross negligence, fraud or reviewed taxable year for which such Partner was a partner in the Partnership. The obligations set forth in this paragraph E shall survive the termination of any Partner’s interest in the Partnership, the termination of this Agreement and/or the termination, dissolution, liquidation or winding up of the Partnership, and shall remain binding on each Partner for the period of time necessary to resolve with the IRS intentional misconduct (or any other applicable taxing authority) all income tax matters relating to the Partnership and for Partners to satisfy their indemnification obligations, if any, pursuant to this Section 10.4. Any obligation of a Partner pursuant to this paragraph E shall be implemented through adjustments to distributions otherwise payable to such Partner as determined in accordance with Article 5; provided, however, that, at the written request of the Partnership Representative, each Partner or former Partner may be required to contribute to the Partnership such Partner’s Imputed Underpayment Amount imposed on and paid by the Partnership; provided further, that if a Partner or former Partner individually directly pays, pursuant to the Partnership Audit Rules, any such Imputed Underpayment Amount, then such payment shall reduce any offset to distribution or required capital contribution of such Partner or former Partner. Any amount withheld from distributions pursuant to this paragraph E shall be treated as an amount distributed to such Partner or former Partner for all purposes under this Agreement. F. All expenses incurred by the Partnership Representative or Designated Individual in connection with its duties as partnership representative or designated individual, as applicable, shall be expenses of the Partnership (including, for the avoidance of doubt, any costs and expenses incurred in connection with any claims asserted against the Partnership Representative or Designated Individual, as applicable, exceptor, in the case of the Partnership RepresentativeAdministrative Agent, to the extent the Partnership Representative is determined to have performed its duties in the manner described in the final sentence of this paragraph F, and the Partnership shall reimburse the Partnership Representative or Designated Individual, as applicable, for all such costs and expenses). Nothing herein shall be construed 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 the Designated Individual shall be liable to the Partnership, any Partner 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 breach of its duties pursuant to this Section 10.4; providedunder the Administration Agreement). Each Member agrees that, however, that notwithstanding the Partnership Representative may be so liable if it Transfer of all or the Designated Individual has engaged in (i) willful breach of any provision of this Section 10.4 or (ii) fraud, willful misconduct or gross negligence, in each case, with respect to its performance portion of its duties pursuant to this Section 10.4interest in the Company, if requested by the Committee, it shall provide an IRS Form W-9, the appropriate IRS Form W-8 or any other certificate or documentation, which, the Committee reasonably determines, is necessary.

Partnership Representative. A. (a) The General Partner Manager is hereby designated to serve as the “tax matters partner” under Section 6231(a)(7) of the Code (as in effect prior to repeal of such section pursuant to the Bipartisan Budget Act, Pub.L. 144-74 (2015)) and the “partnership representative” with respect to the PartnershipCompany, as provided in Section 6223(a) of the Partnership Audit Rules Procedures (in such capacities, the “Partnership Representative”)) to oversee or handle matters relating to the taxation of the Company. For each taxable year Taxable Year in which the Partnership Representative is an entity, the Partnership Company shall appoint the “designated individual” identified by the Partnership Representative to act on behalf of the Partnership Representative (the “Designated Individual”) in accordance with the applicable Treasury Regulations (the “Designated Individual”)Regulations. Each Partner Member expressly consents to such designations and agrees that it will execute, acknowledge, deliver, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. B. (b) The Partnership Representative shall have the sole authority to act on behalf of the Partnership Company in connection with and make all relevant decisions regarding application of the Partnership Audit RulesProcedures, including, but not limited to, any elections under the Partnership Audit Rules Procedures or any decisions to settle, compromise, challenge, litigate or otherwise alter the defense of any proceeding before the IRSInternal Revenue Service. C. (c) The Partners Members agree to cooperate in good faith to timely provide information requested by the Partnership Representative as needed to comply with the Partnership Audit RulesProcedures, including, including without limitation, limitation to make any elections available to the Partnership Company under the Partnership Audit RulesProcedures. Each Partner Member agrees that, upon request of the PartnershipCompany, such Partner Member shall take such actions as may be necessary or desirable (as determined by the Partnership Representative) to (i) allow the Partnership Company to comply with the provisions of Section 6226 of the Partnership Audit Rules Procedures so that any “partnership adjustments” (as defined in Section 6241(2) of the Partnership Audit RulesProcedures) are taken into account by the Partners Members and former Partners Members rather than the PartnershipCompany; (ii) use the provisions of Section 6225(c) of the Partnership Audit Rules Procedures including, but not limited to, filing amended tax returns with respect to any “reviewed year” (within the meaning of Section 6225(d)(1) of the Partnership Audit RulesProcedures) or using the alternative procedure to filing amended returns to reduce the amount of any partnership adjustment otherwise required to be taken into account by the Partnership Company; or (iii) otherwise allow the Partnership Company and its Partners Members to address and respond to any matters arising under the Partnership Audit RulesProcedures. D. (d) The Partnership Representative shall keep the Non-Manager Members informed, from time to time, as to the status of any audit of the Company. The Partnership Representative shall provide to the Non-Manager Members reasonable opportunity to provide information and other input to the Company and its advisors concerning the conduct of any such portion of any audit of the Company the outcome of which is reasonably expected to materially affect the Non-Manager Members’ rights and obligations under the Tax Receivable Agreement (as such term is defined therein). (e) Notwithstanding other provisions of this Agreement to the contrary, if any partnership adjustment is determined with respect to the PartnershipCompany, the Partnership Representative may cause the Partnership Company to elect pursuant to Section 6226 of the Partnership Audit Rules Procedures to have such adjustment passed through to the Partners Members for the year to which the adjustment relates (i.e., the “reviewed year” within the meaning of Section 6225(d)(1) of the Partnership Audit RulesProcedures). In the event that the Partnership Representative has not caused the Partnership Company to so elect pursuant to Section 6226 of the Partnership Audit RulesProcedures, then any “imputed underpayment” (as determined in accordance with Section 6225 of the Partnership Audit RulesProcedures) or partnership adjustment that does not give rise to an “imputed underpayment” underpayment shall be apportioned among the Partners Members of the Partnership Company for the taxable year Taxable Year in which the adjustment is finalized in such manner as may be necessary (as determined by the Partnership Representative in 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 Partners Members based upon their interests Percentage Interests in the Partnership Company for the reviewed year. Imputed Underpayment Amounts also shall include any imputed underpayment within the meaning of Section 6225 of the Partnership Audit Rules Procedures paid (or payable) by any entity treated as a partnership for U.S. federal income tax purposes in which the Partnership 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 Partnership Company bears the economic burden of such amounts, whether by law Law or contract. E. (f) Each Partner Member agrees to indemnify and hold harmless the Partnership Company from and against any liability with respect to such PartnerMember’s share of any tax deficiency paid or payable by the Partnership Company that is allocable to the Partner Member as determined in accordance with the second to last sentence of paragraph D above Section 9.4(e) with respect to an audited or reviewed taxable year for which such Partner Member was a partner in the Partnership. The obligations set forth in this paragraph E shall survive the termination of any Partner’s interest in the Partnership, the termination of this Agreement and/or the termination, dissolution, liquidation or winding up of the Partnership, and shall remain binding on each Partner for the period of time necessary to resolve with the IRS (or any other applicable taxing authority) all income tax matters relating to the Partnership and for Partners to satisfy their indemnification obligations, if any, pursuant to this Section 10.4Company. Any obligation of a Partner Member pursuant to this paragraph E Section 9.4(f) shall be implemented through adjustments to distributions otherwise payable to such Partner Member as determined in accordance with Article 5Section 4.1; provided, however, that, at the written request of the Partnership Representative, each Partner Member or former Partner Member may be required to contribute to the Partnership Company such PartnerMember’s Imputed Underpayment Amount imposed on and paid by the PartnershipCompany; provided provided, further, that if a Partner Member or former Partner Member individually directly pays, pursuant to the Partnership Audit RulesProcedures, any such Imputed Underpayment Amount, then such payment shall reduce any offset to distribution or required capital contribution of such Partner Member or former PartnerMember. Any amount withheld from distributions pursuant to this paragraph E Section 9.4(f) shall be treated as an amount distributed to such Partner Member or former Partner Member for all purposes under this Agreement. F. (g) All expenses incurred by the Partnership Representative or Designated Individual in connection with its duties as partnership representative or designated individual, as applicable, shall be expenses of the Partnership Company (including, for the avoidance of doubt, any costs and expenses incurred in connection with any claims asserted against the Partnership Representative or Designated Individual, as applicable, except, in the case of the Partnership Representative, except to the extent the Partnership Representative or Designated Individual is determined to have performed its duties in the manner described in the final sentence of this paragraph FSection 9.4(g)), and the Partnership Company shall reimburse and indemnify the Partnership Representative or Designated Individual, as applicable, for all such costs expenses and expenses)costs. Nothing herein shall be construed 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 the Designated Individual shall be liable to the PartnershipCompany, any Partner 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 10.4; provided, however, that the Partnership Representative may be so liable if it or the Designated Individual has engaged in 9.4 absent (i) willful breach of any provision of this Section 10.4 9.4 or (ii) bad faith, fraud, gross negligence or willful misconduct on the part of the Partnership Representative or gross negligenceDesignated Individual, in each case, with respect to its performance of its duties pursuant to this Section 10.4as applicable.

Partnership Representative. A. (a) The General Partner is hereby designated partnership representative of the Company pursuant to serve as the “partnership representative” with respect to the Partnership, as provided in Section 6223(a) of the Code shall be designated (and may be removed and redesignated) from time to time by the Board (and if applicable the Board shall appoint a designated individual through whom the Partnership Audit Rules Representative will act) (the partnership representative and its designated individual, the “Partnership Representative”). For each taxable year in which Subject to the other provisions of this Article VII, the Partnership Representative shall have all of the powers and authority of a partnership representative under the Code (and analogous rights under other tax law) and shall represent the Company with respect thereto. The Partnership Representative shall provide to the Members prompt notice of any material communication to or from, or material agreements with, any federal, state, or local tax authority regarding any material Company tax return or other material Company tax matter. (b) Notwithstanding anything contained herein to the contrary, the Partnership Representative is an entityhereby authorized, with the Partnership shall appoint consent or at the “designated individual” identified by the Partnership Representative to act on behalf direction of the Partnership Representative in accordance with Board, to take the applicable Treasury Regulations (the “Designated Individual”). Each Partner expressly consents to such designations and agrees that it will execute, acknowledge, deliver, file and record following actions or inactions at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. B. The Partnership Representative shall have the sole authority to act on behalf of the Partnership in connection with and Company’s cost: (i) make all relevant decisions regarding application of the Partnership Audit Rules, including, but not limited to, any elections or decisions under the Partnership Audit Rules Code or any decisions to settleother tax law, compromise, challenge, litigate or otherwise alter the defense of any proceeding before the IRS. C. The Partners agree to cooperate in good faith to timely provide information requested by the Partnership Representative as needed to comply with the Partnership Audit Rules, including, including without limitation, to make any elections available to the Partnership under the Partnership Audit Rules. Each Partner agrees that, upon request of the Partnership, such Partner shall take such actions as may be necessary or desirable (as determined by the Partnership Representative) to (i) allow the Partnership to comply with the provisions of Section 6226 of the Partnership Audit Rules so that any “partnership adjustments” (as defined in Section 6241(2) of the Partnership Audit Rules) are taken into account by the Partners and former Partners rather than the Partnership; (ii) use the provisions of Section 6225(c) of the Partnership Audit Rules including, but not limited to, filing amended tax returns with respect to any “reviewed year” (within IRS examination of the meaning of Company commenced under Section 6225(d)(16231(a) of the Partnership Audit RulesCode, (ii) conduct or using make any decision to initiate any administrative or judicial proceedings involving the alternative procedure to filing amended returns to reduce Company under the amount of any partnership adjustment otherwise required to be taken into account by the Partnership Code or other tax law, (iii) otherwise allow the Partnership and its Partners to address and respond to any matters arising under the Partnership Audit Rules. D. Notwithstanding other provisions of this Agreement to the contrary, if any partnership make a request for administrative adjustment is determined with respect to the PartnershipCompany under Section 6227 of the Code, (iv) file a petition for readjustment under Section 6234 of the Code (including choice of judicial forum) with respect to an FPAA, (v) appeal an adverse judicial decision with respect to tax, (vi) make any decision regarding the compromise, settlement or dismissal of any such proceedings and (vii) take any other similar actions or inactions. (c) With respect to any tax audit of the Company, the Partnership Representative may cause the Partnership Company to elect pursuant to make a timely election under Section 6226 6226(a) of the Partnership Audit Rules Code (a “Push-Out Election”) with respect to have any imputed underpayment. After any such adjustment passed through Push-Out Election is made, the Company shall timely furnish to the Partners for IRS or other applicable tax authority, and each person that was a Member of the Company during the reviewed year to which the adjustment relates such underpayment relates, a statement (i.e., the “reviewed year” within the meaning of Section 6225(d)(16226 Statement”) of the Partnership Audit Rules). In the event that the Partnership Representative has not caused the Partnership such Member’s share of any adjustment to so elect pursuant to Section 6226 of the Partnership Audit Rulesincome, then any “imputed underpayment” (as determined in accordance with Section 6225 of the Partnership Audit Rules) gain, loss, deduction or partnership adjustment that does not give rise to an “imputed underpayment” shall be apportioned among the Partners of the Partnership 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) 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 Partners based upon their interests in the Partnership credit for the reviewed year. Imputed Underpayment Amounts also Each Member receiving a Section 6226 Statement with respect to a reviewed year shall timely report and pay such Member’s tax liability imposed for the Member’s taxable year that includes the date on which the Section 6226 Statement was furnished to the Member, which tax liability shall include the “adjustment amounts” described in Section 6226(b)(2) of the Code or similar amounts under other applicable tax law, including interest determined in the manner and at the underpayment rate specified in Section 6226(c)(2) of the Code and any applicable penalties and additions to tax. Each such Member shall timely provide to the Company such evidence as the Board reasonably requires, to establish the Member’s compliance with the requirements of Section 6226 of the Code or other applicable tax law. (d) If for any reason the Company is liable for any tax, imputed underpayment, interest or penalty as a result of any audit under the “new” partnership audit provisions of Subchapter C of Chapter 63 of the Code, as amended by the Bipartisan Budget Act of 2015 (collectively, “Partnership Audit Payments”), then: (i) Each person who was a Member during any portion of the reviewed year (including, without limitation, former Members) shall indemnify and pay the Company an amount equal to such Person’s proportionate share of such liability, based on the amount each such Person should have borne (computed at the tax rate used to compute Company’s liability) had the Company’s tax return for such taxable year reflected the relevant audit adjustments, and the expense for the Company’s payment of such Partnership Audit Payments shall be specially allocated to such Persons (or their successors) in such proportions. Notwithstanding the foregoing, such apportionment of liability shall also take into account the extent to which the Company’s imputed underpayment within the meaning of was modified by adjustments under Section 6225 6225(c) of the Partnership Audit Rules paid Code (or payable) by any entity treated as a partnership for U.S. federal income tax purposes in which the Partnership 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 approved by the IRS or other applicable tax authority) and attributable to (A) a particular Member’s tax classification, tax rates, tax attributes, the character of tax items to which the adjustment relates, and similar factors, or (B) the Member’s filing of an amended return for the Member’s taxable year that includes the Partnership bears 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 or other applicable tax law. To the extent an imputed underpayment results from the reallocation of a distributive share of any Company tax item from one Member to another, the Member(s) whose shares of any item of income or gain are increased, or whose shares of any item of loss, deduction or credit are decreased, shall be treated as bearing the economic burden of such amounts, whether by law or contractimputed underpayment. E. Each Partner agrees (ii) The Company shall, subject to indemnify and hold harmless the direction of the Board, determine a tentative apportionment of the Partnership from Audit Payments among the Members and against any liability with respect former Members and shall notify such Persons as soon as reasonably practicable of its determination. Each such Member or former Member may promptly object to such Partner’s share apportionment and propose an alternative basis of apportionment or adjustment thereto and the basis therefor. The Company shall then determine a final apportionment in its reasonable discretion. (iii) The Company, at the direction of the Board, may apply any tax deficiency paid distributions, fees or other amounts payable by the Partnership that is allocable under this Agreement to any Member or any Affiliate of such Member to offset any amounts due to the Partner as determined in accordance with the second Company from such Member pursuant to last sentence this Section 7.6. (e) The provisions of paragraph D above with respect to an audited or reviewed taxable year for which such Partner was a partner in the Partnership. The obligations set forth in this paragraph E Section 7.6 shall survive the termination or dissolution of the Company or the termination of any PartnerMember’s interest in the Partnership, the termination of this Agreement and/or the termination, dissolution, liquidation or winding up of the Partnership, Company and shall remain binding on each Partner the Members for the as long a period of time as is necessary to resolve with the IRS (or any taxing authorities any and all U.S. federal income and other applicable taxing authority) all income relevant tax matters of the Company. (f) The Members hereby consent to any amendments to this Section 7.6 that the Board determines are reasonably necessary and appropriate to address any new or additional guidance provided in Treasury Regulations or other IRS guidance relating to the Partnership and for Partners matters contemplated or otherwise intended to satisfy their indemnification obligations, if any, pursuant to be covered by this Section 10.4. Any obligation of a Partner pursuant 7.6, or to this paragraph E shall be implemented through adjustments to distributions otherwise payable to such Partner as determined in accordance with Article 5; provided, however, that, at the written request of the Partnership Representative, each Partner or former Partner may be required to contribute take into account any subsequently enacted amendments to the Partnership such Partner’s Imputed Underpayment Amount imposed on and paid by the Partnership; provided further, that if a Partner or former Partner individually directly pays, pursuant to the Partnership Audit Rules, any such Imputed Underpayment Amount, then such payment shall reduce any offset to distribution or required capital contribution of such Partner or former Partner. Any amount withheld from distributions pursuant to this paragraph E shall be treated as an amount distributed to such Partner or former Partner for all purposes under this Agreement. F. All expenses incurred by the Partnership Representative or Designated Individual in connection with its duties as partnership representative or designated individual, as applicable, shall be expenses of the Partnership (including, for the avoidance of doubt, any costs and expenses incurred in connection with any claims asserted against the Partnership Representative or Designated Individual, as applicable, except, in the case of the Partnership Representative, to the extent the Partnership Representative is determined to have performed its duties in the manner described in the final sentence of this paragraph F, and the Partnership shall reimburse the Partnership Representative or Designated Individual, as applicable, for all such costs and expenses). Nothing herein shall be construed to restrict the Partnership Representative or Designated Individual from engaging lawyers, accountants, tax advisers, relevant statutory or other professional advisers or experts to assist the Partnership Representative or Designated Individual in discharging its duties hereunder. Neither the Partnership Representative nor the Designated Individual shall be liable to the Partnership, any Partner 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 10.4; provided, however, that the Partnership Representative may be so liable if it or the Designated Individual has engaged in (i) willful breach of any provision of this Section 10.4 or (ii) fraud, willful misconduct or gross negligence, in each case, with respect to its performance of its duties pursuant to this Section 10.4legal provisions.

Partnership Representative. A. (i) The General Partner is hereby designated to serve as the as the “partnership representative” with respect to the Partnership, as provided in Section 6223(a) of the Partnership Audit Rules within the meaning of Section 6223 of the Code and Regulation Section 301.6223-1 et. seq., or under any successor statute or similar state, local, or non-U.S. law (in each such capacity, the “Partnership Representative”). For each taxable year in which the Partnership Representative is ) and shall designate an entity, the Partnership shall appoint individual to act as the “designated individual” identified by the Partnership Representative to act on behalf of the Partnership Representative in accordance with the applicable Treasury Regulations (the “Designated Individual”). Each Partner expressly consents , and in such capacity shall represent the Partnership in any disputes, controversies or proceedings with the Internal Revenue Service or with any state, local, or non-U.S. taxing authority and is hereby authorized to such designations take any and agrees all actions that it is permitted to take by applicable law when acting in that capacity. In the event the Partnership will executebe the subject of an income tax audit by any federal, acknowledgestate or local authority, deliverto the extent the Partnership is treated as an entity for purposes of such audit, file including administrative settlement and record at judicial review, the appropriate public offices Partnership Representative will be authorized to act for, and its decision will be final and binding upon, the Partnership and each Partner thereof. It is acknowledged that the actual designations herein are made on Form 1065 or successor form for each year that the Partnership files, if applicable, such documents as may be necessary or appropriate to evidence such consentform. B. (ii) The Partnership Representative shall have Partners acknowledge and agree that it is the sole authority general intention of the Partners to act on behalf minimize any obligations of the Partnership to pay taxes and interest in connection with and make all relevant decisions regarding application any audit of the Partnership Audit RulesPartnership, including, but not limited toif the Partnership Representative so determines, any by means of elections under any BBA provision (such as the Partnership Audit Rules or any decisions to settle, compromise, challenge, litigate or otherwise alter the defense of any proceeding before the IRS. C. so-called “push out” election under Section 6226). The Partners agree to cooperate in good faith to faith, including without limitation by timely provide providing information reasonably requested by the Partnership Representative as needed to comply with the Partnership Audit Rules, including, without limitation, to make any and making elections available to the Partnership under the Partnership Audit Rules. Each Partner agrees that, upon request of the Partnership, such Partner shall take such actions as may be necessary or desirable (as determined and filing amended returns reasonably requested by the Partnership Representative) , by paying any applicable taxes, interest and penalties, to (i) allow give effect to the Partnership to comply with the provisions of Section 6226 of the Partnership Audit Rules so that preceding sentence, and by undertaking any “partnership adjustments” (as defined in Section 6241(2) of the Partnership Audit Rules) are taken into account by the Partners and former Partners rather than the Partnership; (ii) use the provisions of Section 6225(c) of the Partnership Audit Rules including, but not limited to, filing amended tax returns with respect to any “reviewed year” (within the meaning of Section 6225(d)(1) of the Partnership Audit Rules) or using the alternative procedure to filing amended returns to reduce the amount of any partnership adjustment otherwise required to be taken into account other action reasonably requested by the Partnership or the General Partner in connection with any elections made by the Partnership Representative or as determined to be reasonably necessary by the Partnership Representative under any BBA provision. (iii) otherwise allow The Partnership shall make any payments it may be required to make under any BBA provision and, in the Partnership and its Partners to address and respond to Representative’s reasonable discretion, allocate any matters arising under the Partnership Audit Rules. D. Notwithstanding other provisions of this Agreement to the contrary, if any partnership adjustment is determined with respect to the Partnership, the Partnership Representative may cause the Partnership to elect pursuant to Section 6226 of the Partnership Audit Rules to have such adjustment passed through to the Partners for the year to which the adjustment relates (i.e., the “reviewed year” within the meaning of Section 6225(d)(1) of the Partnership Audit Rules). In the event that the Partnership Representative has not caused the Partnership to so elect pursuant to Section 6226 of the Partnership Audit Rules, then any “imputed underpayment” (as determined in accordance with Section 6225 of the Partnership Audit Rules) or partnership adjustment that does not give rise to an “imputed underpayment” shall be apportioned payment among the current or former Partners of the Partnership for the taxable year in “reviewed year” to which the adjustment payment relates in a manner that reflects the current or former Partners’ respective interests in the Partnership for that year and any other factors taken into account in determining the amount of the payment. To the extent payments are made by the Partnership on behalf of or with respect to a current Partner in accordance with this Section 3.14(b), such amounts shall, at the election of the Partnership Representative, (x) be applied to and reduce the next distribution(s) otherwise payable to that Partner under this Agreement, (y) be reimbursed to the Partnership by reducing such Partner’s Capital Account, or (z) be paid by that Partner to the Partnership within thirty days of written notice from the Partnership Representative requesting the payment. In addition, if any such payment is finalized made on behalf of or with respect to a former Partner, that Partner shall pay over to the Partnership an amount equal to the amount of such payment made on behalf of or with respect to it within thirty days of written notice from the Partnership Representative requesting the payment. Any amounts required to be paid by any current or former Partner to the Partnership pursuant to this Section 3.14(b) that have not been paid within thirty days of written notice from the Partnership Representative requesting such payment shall accrue interest at the Treasury ▇▇▇▇ Rate (or any substantially similar rate selected by the General Partner in its discretion) plus 2% per annum from the date that the payment was made on behalf of or with respect to such manner as may be necessary Partner until the date that such amount is paid to the Partnership. (as determined iv) Each Limited Partner further agrees that such Limited Partner will not independently act with respect to tax audits or tax litigation affecting the Partnership, unless the prior written consent of the General Partner has been obtained. Each Limited Partner also acknowledges that notwithstanding anything contained in the applicable law governing this Agreement and the terms of this Agreement, the Partnership Representative has the sole and exclusive authority to represent the Partnership before the Internal Revenue Service and the courts of applicable jurisdiction. (v) Any cost or expense incurred by the Partnership Representative in good faithconnection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, will be paid by the Partnership, and the Partnership Representative shall be entitled to be indemnified by the Partnership (solely out of Partnership assets) so that, with respect to any action brought against it in connection with the maximum extent possible, the tax and economic consequences settlement of the imputed underpayment or other partnership adjustment and any associated interest and penalties (any such amount, an “Imputed Underpayment Amount”proceeding. (vi) are borne by The provisions contained in this Section 3.14(b) shall survive the Partners based upon their interests in the Partnership for the reviewed year. Imputed Underpayment Amounts also shall include any imputed underpayment within the meaning of Section 6225 winding up and dissolution of the Partnership Audit Rules paid (or payable) by any entity treated as a partnership for U.S. federal income tax purposes in which and the Partnership 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 Partnership bears the economic burden of such amounts, whether by law or contract. E. Each Partner agrees to indemnify and hold harmless the Partnership from and against any liability with respect to such Partner’s share withdrawal of any tax deficiency paid Partner or payable by the Partnership that is allocable to the Partner as determined in accordance with the second to last sentence of paragraph D above with respect to an audited or reviewed taxable year for which such Partner was a partner in the Partnership. The obligations set forth in this paragraph E shall survive the termination Transfer of any Partner’s interest in the Partnership, the termination of this Agreement and/or the termination, dissolution, liquidation or winding up of the Partnership, Interest and shall remain binding on each Partner for the period of time necessary apply to resolve with the IRS (or any other applicable taxing authority) all income tax matters relating to the Partnership and for Partners to satisfy their indemnification obligations, if any, pursuant to this Section 10.4. Any obligation of a Partner pursuant to this paragraph E shall be implemented through adjustments to distributions otherwise payable to such Partner as determined in accordance with Article 5; provided, however, that, at the written request of the Partnership Representative, each Partner or former Partner may be required to contribute to the Partnership such Partner’s Imputed Underpayment Amount imposed on and paid by the Partnership; provided further, that if a Partner or former Partner individually directly pays, pursuant to the Partnership Audit Rules, any such Imputed Underpayment Amount, then such payment shall reduce any offset to distribution or required capital contribution of such Partner current or former Partner. Any amount withheld from distributions pursuant to this paragraph E shall be treated as an amount distributed to such Partner or former Partner for all purposes under this Agreement. F. All expenses incurred by the Partnership Representative or Designated Individual in connection with its duties as partnership representative or designated individual, as applicable, shall be expenses of the Partnership (including, for the avoidance of doubt, any costs and expenses incurred in connection with any claims asserted against the Partnership Representative or Designated Individual, as applicable, except, in the case of the Partnership Representative, to the extent the Partnership Representative is determined to have performed its duties in the manner described in the final sentence of this paragraph F, and the Partnership shall reimburse the Partnership Representative or Designated Individual, as applicable, for all such costs and expenses). Nothing herein shall be construed 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 the Designated Individual shall be liable to the Partnership, any Partner 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 10.4; provided, however, that the Partnership Representative may be so liable if it or the Designated Individual has engaged in (i) willful breach of any provision of this Section 10.4 or (ii) fraud, willful misconduct or gross negligence, in each case, with respect to its performance of its duties pursuant to this Section 10.4.

Partnership Representative. A. (a) The General Partner is hereby designated to serve as Company or its designee shall be the “partnership representative” with respect to the Partnership, as provided in Section 6223(a) of the Partnership Audit Rules for federal income tax purposes (the “Partnership Representativepartnership representative”). For each taxable year in which the Partnership Representative is an entity, the Partnership shall appoint the “designated individual” identified by the Partnership Representative to act on behalf of the Partnership Representative in accordance with the applicable Treasury Regulations (the “Designated Individual”). Each Partner expressly consents to such designations and agrees that it will execute, acknowledge, deliver, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. B. (b) The Partnership Representative shall have the sole authority to act on behalf of the Partnership in connection with and make all relevant decisions regarding application of the Partnership Audit Rules, includingpartnership representative is authorized, but not limited to, required: (1) to enter into any elections under the Partnership Audit Rules or any decisions to settle, compromise, challenge, litigate or otherwise alter the defense of any proceeding before the IRS. C. The Partners agree to cooperate in good faith to timely provide information requested by the Partnership Representative as needed to comply settlement with the Partnership Audit Rules, including, without limitation, to make any elections available to the Partnership under the Partnership Audit Rules. Each Partner agrees that, upon request of the Partnership, such Partner shall take such actions as may be necessary or desirable (as determined by the Partnership Representative) to (i) allow the Partnership to comply with the provisions of Section 6226 of the Partnership Audit Rules so that any “partnership adjustments” (as defined in Section 6241(2) of the Partnership Audit Rules) are taken into account by the Partners and former Partners rather than the Partnership; (ii) use the provisions of Section 6225(c) of the Partnership Audit Rules including, but not limited to, filing amended tax returns IRS with respect to any “reviewed year” (within administrative or judicial proceedings for the meaning adjustment of Section 6225(d)(1) of the Partnership Audit Rules) or using the alternative procedure to filing amended returns to reduce the amount of any partnership adjustment otherwise items required to be taken into account by a Partner 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 Partners; (2) in the event that a notice of a final partnership adjustment at the Partnership or level of any item required to be taken into account by a Partner for tax purposes (iiia “final adjustment”) otherwise allow the Partnership and its Partners to address and respond to any matters arising under the Partnership Audit Rules. D. Notwithstanding other provisions of this Agreement is mailed to the contrarypartnership representative, to seek judicial review of such final adjustment, including the filing of a petition for readjustment with the Tax Court or the filing of a complaint for refund with the United States Claims Court or the District Court of the United States for the district in which the Partnership’s principal place of business is located; (3) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4) to file a request for an administrative adjustment with the IRS and, if any partnership adjustment part of such request is determined not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5) to enter into an agreement with the PartnershipIRS to extend the period for assessing any tax which is attributable to any item required to be taken account of by a Partner for tax purposes, the Partnership Representative may cause the Partnership or an item affected by such item; (6) to elect pursuant to Section 6226 of the Partnership Audit Rules to have such adjustment passed through to the Partners for the year to which the adjustment relates (i.e., the “reviewed year” within the meaning of Section 6225(d)(1) of the Partnership Audit Rules). In the event that the Partnership Representative has not caused the Partnership to so elect pursuant to Section 6226 of the Partnership Audit Rules, then make any “imputed underpayment” (as determined in accordance election with Section 6225 of the Partnership Audit Rules) or partnership adjustment that does not give rise respect to an “imputed underpayment,” shall be apportioned among including an election under Section 6226 of the Code; and (7) to take any other action on behalf of the Partners of or the Partnership 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) so that, to the maximum extent possible, the connection with any tax and economic consequences of the imputed underpayment audit or other partnership adjustment and any associated interest and penalties (any such amount, an “Imputed Underpayment Amount”) are borne by the Partners based upon their interests in the Partnership for the reviewed year. Imputed Underpayment Amounts also shall include any imputed underpayment within the meaning of Section 6225 of the Partnership Audit Rules paid (or payable) by any entity treated as a partnership for U.S. federal income tax purposes in which the Partnership holds (or has held) a direct or indirect interest other than through entities treated as corporations for U.S. federal income tax purposes judicial review proceeding to the extent that the Partnership bears the economic burden of such amounts, whether permitted by applicable law or contract. E. Each Partner agrees to indemnify and hold harmless the Partnership from and against any liability with respect to such Partner’s share regulations. The taking of any tax deficiency paid or payable action and the incurring of any expense by the Partnership that is allocable partnership representative in connection with any such proceeding, except to the Partner as determined in accordance with the second to last sentence of paragraph D above with respect to an audited or reviewed taxable year for which such Partner was extent required by law, is a partner matter in the Partnership. The obligations sole and absolute discretion of the partnership representative, and the indemnification provisions set forth in this paragraph E shall survive the termination of any Partner’s interest in the Partnership, the termination Section 7.7 of this Agreement and/or the termination, dissolution, liquidation or winding up of the Partnership, and shall remain binding on each Partner for the period of time necessary to resolve with the IRS (or any other be fully applicable taxing authority) all income tax matters relating to the Partnership and for Partners to satisfy their indemnification obligations, if any, pursuant to this Section 10.4. Any obligation of a Partner pursuant to this paragraph E shall be implemented through adjustments to distributions otherwise payable to such Partner partnership representative in its capacity as determined in accordance with Article 5; provided, however, that, at the written request of the Partnership Representative, each Partner or former Partner may be required to contribute to the Partnership such Partner’s Imputed Underpayment Amount imposed on and paid by the Partnership; provided further, that if a Partner or former Partner individually directly pays, pursuant to the Partnership Audit Rules, any such Imputed Underpayment Amount, then such payment shall reduce any offset to distribution or required capital contribution of such Partner or former Partner. Any amount withheld from distributions pursuant to this paragraph E shall be treated as an amount distributed to such Partner or former Partner for all purposes under this Agreementsuch. F. (c) The partnership representative shall receive no compensation for its services. All third party costs and expenses incurred by the Partnership Representative or Designated Individual partnership representative in connection with performing its duties as partnership representative or designated individual, as applicable, such (including legal and accounting fees and expenses) shall be expenses of borne by the Partnership (including, for the avoidance of doubt, any costs and expenses incurred in connection with any claims asserted against the Partnership Representative or Designated Individual, as applicable, except, in the case of the Partnership Representative, to the extent the Partnership Representative is determined to have performed its duties in the manner described in the final sentence of this paragraph F, and the Partnership shall reimburse the Partnership Representative or Designated Individual, as applicable, for all such costs and expenses)Partnership. Nothing herein shall be construed to restrict the Partnership Representative or Designated Individual from engaging lawyers, accountants, tax advisers, or other professional advisers or experts an accounting and/or law firm to assist the Partnership Representative or Designated Individual partnership representative in discharging its duties hereunder. Neither , so long as the compensation paid by the Partnership Representative nor for such services is reasonable. (d) Each Partner and each Assignee hereby agrees to indemnify to the Designated Individual shall be liable to fullest extent permitted by law, the Partnership and the partnership representative from and against any imputed underpayment of the Partnership, to the extent attributable to the Partner’s or Assignee’s allocable share of any Partner adjustments to items of income, gain, loss, deduction, or credit of the Partnership, or any Affiliate thereof Partner’s or Assignee’s distributive share thereof, for a Partnership taxable year, required to be paid by the Partnership under the Code (after taking into account appropriate modifications and any costs or losses election made under Section 6226 of the Code), including, but not limited to any personsinterest, penalty, addition to tax, or additional amount which relates to an adjustment to any diminution in value such item or share, damages, liabilities, losses, taxes, fines, penalties, costs and expenses (including, without limitation, reasonable fees of counsel) of any liability kind or nature whatsoever arising as a result of the performance of its duties pursuant to this Section 10.4; provided, however, that which may be sustained or suffered by the Partnership Representative may be so liable if it or the Designated Individual has engaged in partnership representative relating thereto. (ie) willful breach of any provision The provisions of this Section 10.4 10.3 shall survive the termination of the Partnership or (ii) fraud, willful misconduct the termination of any Partner’s or gross negligence, Assignee’s interest in each case, the Partnership and shall remain binding on the Partners and all Assignees for a period of time necessary to resolve with respect to its performance the IRS or the Department of its duties pursuant to this Section 10.4the Treasury any and all matters regarding the federal income taxation of the Partnership items for the applicable tax year(s).

Partnership Representative. A. (a) The General Partner is hereby designated to serve as shall be the “partnership representative” with respect to the Partnership, as provided in Section 6223(a) of the Partnership Audit Rules under Code Section 6223 for federal income tax purposes (the “Partnership Representative”). For each taxable year in which the Partnership Representative is an entity, the Partnership shall appoint the “designated individual” identified by the Partnership Representative to act on behalf of the Partnership Representative in accordance with the applicable Treasury Regulations (the “Designated Individual”). Each Partner expressly consents to such designations and agrees that it will execute, acknowledge, deliver, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. B. The Partnership Representative shall have the sole authority to act on behalf of the Partnership in connection with receive no compensation for its services. All third-party costs and make all relevant decisions regarding application of the Partnership Audit Rules, including, but not limited to, any elections under the Partnership Audit Rules or any decisions to settle, compromise, challenge, litigate or otherwise alter the defense of any proceeding before the IRS. C. The Partners agree to cooperate in good faith to timely provide information requested by the Partnership Representative as needed to comply with the Partnership Audit Rules, including, without limitation, to make any elections available to the Partnership under the Partnership Audit Rules. Each Partner agrees that, upon request of the Partnership, such Partner shall take such actions as may be necessary or desirable (as determined by the Partnership Representative) to (i) allow the Partnership to comply with the provisions of Section 6226 of the Partnership Audit Rules so that any “partnership adjustments” (as defined in Section 6241(2) of the Partnership Audit Rules) are taken into account by the Partners and former Partners rather than the Partnership; (ii) use the provisions of Section 6225(c) of the Partnership Audit Rules including, but not limited to, filing amended tax returns with respect to any “reviewed year” (within the meaning of Section 6225(d)(1) of the Partnership Audit Rules) or using the alternative procedure to filing amended returns to reduce the amount of any partnership adjustment otherwise required to be taken into account by the Partnership or (iii) otherwise allow the Partnership and its Partners to address and respond to any matters arising under the Partnership Audit Rules. D. Notwithstanding other provisions of this Agreement to the contrary, if any partnership adjustment is determined with respect to the Partnership, the Partnership Representative may cause the Partnership to elect pursuant to Section 6226 of the Partnership Audit Rules to have such adjustment passed through to the Partners for the year to which the adjustment relates (i.e., the “reviewed year” within the meaning of Section 6225(d)(1) of the Partnership Audit Rules). In the event that the Partnership Representative has not caused the Partnership to so elect pursuant to Section 6226 of the Partnership Audit Rules, then any “imputed underpayment” (as determined in accordance with Section 6225 of the Partnership Audit Rules) or partnership adjustment that does not give rise to an “imputed underpayment” shall be apportioned among the Partners of the Partnership 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) 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 Partners based upon their interests in the Partnership for the reviewed year. Imputed Underpayment Amounts also shall include any imputed underpayment within the meaning of Section 6225 of the Partnership Audit Rules paid (or payable) by any entity treated as a partnership for U.S. federal income tax purposes in which the Partnership 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 Partnership bears the economic burden of such amounts, whether by law or contract. E. Each Partner agrees to indemnify and hold harmless the Partnership from and against any liability with respect to such Partner’s share of any tax deficiency paid or payable by the Partnership that is allocable to the Partner as determined in accordance with the second to last sentence of paragraph D above with respect to an audited or reviewed taxable year for which such Partner was a partner in the Partnership. The obligations set forth in this paragraph E shall survive the termination of any Partner’s interest in the Partnership, the termination of this Agreement and/or the termination, dissolution, liquidation or winding up of the Partnership, and shall remain binding on each Partner for the period of time necessary to resolve with the IRS (or any other applicable taxing authority) all income tax matters relating to the Partnership and for Partners to satisfy their indemnification obligations, if any, pursuant to this Section 10.4. Any obligation of a Partner pursuant to this paragraph E shall be implemented through adjustments to distributions otherwise payable to such Partner as determined in accordance with Article 5; provided, however, that, at the written request of the Partnership Representative, each Partner or former Partner may be required to contribute to the Partnership such Partner’s Imputed Underpayment Amount imposed on and paid by the Partnership; provided further, that if a Partner or former Partner individually directly pays, pursuant to the Partnership Audit Rules, any such Imputed Underpayment Amount, then such payment shall reduce any offset to distribution or required capital contribution of such Partner or former Partner. Any amount withheld from distributions pursuant to this paragraph E shall be treated as an amount distributed to such Partner or former Partner for all purposes under this Agreement. F. All expenses incurred by the Partnership Representative or Designated Individual in connection with performing its duties as partnership representative or designated individual, as applicable, such (including legal and accounting fees and expenses) shall be expenses of borne by the Partnership (including, for the avoidance of doubt, in addition to any costs and expenses incurred in connection with any claims asserted against the Partnership Representative or Designated Individual, as applicable, except, in the case of the Partnership Representative, reimbursement pursuant to the extent the Partnership Representative is determined to have performed its duties in the manner described in the final sentence of this paragraph F, and the Partnership shall reimburse the Partnership Representative or Designated Individual, as applicable, for all such costs and expenses)Section 7.4 hereof. Nothing herein shall be construed to restrict the Partnership Representative or Designated Individual from engaging lawyers, accountants, tax advisers, or other professional advisers or experts an accounting firm to assist the Partnership Representative or Designated Individual in discharging its duties hereunder. Neither The General Partner shall appoint an individual (the “Designated Individual”) through whom the Partnership Representative nor the 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 Limited Partners shall be liable promptly provide the Partnership Representative with such information as is readily available to the PartnershipLimited Partners 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 Partner or any Affiliate thereof for any costs or losses settlement with the IRS with respect to any persons, any diminution in value administrative or any liability whatsoever arising judicial proceedings for the adjustment of Partnership items required to be taken into account by a Partner for income tax purposes (such administrative proceedings being referred to as a result of “tax audit” and such judicial proceedings being referred to as “judicial review”), and in the performance of its duties pursuant to this Section 10.4; provided, however, that settlement agreement the Partnership Representative may expressly state that such agreement shall bind all Partners; (ii) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be so liable taken into account by a Partner 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 United States for the district in which the Partnership’s principal place of business is located; (iii) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (iv) to file a request for an administrative adjustment with the IRS at any time and, if it 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 Partner 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 Partners 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 General Partner set forth in Section 7.7 hereof shall be fully applicable to the Partnership Representative and the Designated Individual has engaged in (i) willful breach of any provision of this Section 10.4 or (ii) fraud, willful misconduct or gross negligence, in each case, with respect to its performance of its duties pursuant to this Section 10.4their capacities as such.

Partnership Representative. A. The General Partner is hereby designated to serve as the “partnership representative” with respect to the Partnership, as provided in Section 6223(a) of the Partnership Audit Rules (the “Partnership Representative”). For each taxable year in which the Partnership Representative is an entity, the Partnership shall appoint the “designated individual” identified by the Partnership Representative to act on behalf of the Partnership Representative in accordance with the applicable Treasury Regulations (the “Designated Individual”). Each Partner expressly consents to such designations and agrees that it will execute, acknowledge, deliver, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. B. The Partnership Representative shall have the sole authority to act on behalf of the Partnership in connection with and make all relevant decisions regarding application of the Partnership Audit Rules, including, but not limited to, any elections under the Partnership Audit Rules or any decisions to settle, compromise, challenge, litigate or otherwise alter the defense of any proceeding before the IRS. C. The Partners agree to cooperate in good faith to timely provide information requested by the Partnership Representative as needed to comply with the Partnership Audit Rules, including, without limitation, to make any elections available to the Partnership under the Partnership Audit Rules. Each Partner agrees that, upon request of the Partnership, such Partner shall take such actions as may be necessary or desirable (as determined by the Partnership Representative) to (i) allow the Partnership to comply with the provisions of Section 6226 of the Partnership Audit Rules so that any “partnership adjustments” (as defined in Section 6241(2) of the Partnership Audit Rules) are taken into account by the Partners and former Partners rather than the Partnership; (ii) use the provisions of Section 6225(c) of the Partnership Audit Rules including, but not limited to, filing amended tax returns with respect to any “reviewed year” (within the meaning of Section 6225(d)(1) of the Partnership Audit Rules) or using the alternative procedure to filing amended returns to reduce the amount of any partnership adjustment otherwise required to be taken into account by the Partnership or (iii) otherwise allow the Partnership and its Partners to address and respond to any matters arising under the Partnership Audit Rules. D. Notwithstanding other provisions of this Agreement to the contrary, if any partnership adjustment is determined with respect to the Partnership, the Partnership Representative may cause the Partnership to elect pursuant to Section 6226 of the Partnership Audit Rules to have such adjustment passed through to the Partners for the year to which the adjustment relates (i.e., the “reviewed year” within the meaning of Section 6225(d)(1) of the Partnership Audit Rules). In the event that the Partnership Representative has not caused the Partnership to so elect pursuant to Section 6226 of the Partnership Audit Rules, then any “imputed underpayment” (as determined in accordance with Section 6225 of the Partnership Audit Rules) or partnership adjustment that does not give rise to an “imputed underpayment” shall be apportioned among the Partners of the Partnership for the taxable year in which the adjustment is finalized in such manner as may be necessary shall permit (as determined by the Partnership Representative in 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 to be borne by the Partners based upon their interests in the Partnership for the reviewed year. Imputed Underpayment Amounts also shall include any imputed underpayment within the meaning of Section 6225 of the Partnership Audit Rules paid (or payable) by any entity treated as a partnership for U.S. federal income tax purposes in which the Partnership 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 Partnership bears the economic burden of such amounts, whether by law or contract. E. Each Partner agrees to indemnify and hold harmless the Partnership from and against any liability with respect to such Partner’s share of any tax deficiency paid or payable by the Partnership that is allocable to the Partner as determined in accordance with the second to last sentence of paragraph D (D) above with respect to an audited or reviewed taxable year for which such Partner was a partner in the Partnership. The obligations set forth in this paragraph E (E) shall survive the termination of any Partner’s interest in the Partnership, the termination of this Agreement and/or the termination, dissolution, liquidation or winding up of the Partnership, and shall remain binding on each Partner for the period of time necessary to resolve with the IRS (or any other applicable taxing authority) all income tax matters relating to the Partnership and for Partners to satisfy their indemnification obligations, if any, pursuant to this Section 10.4. Any obligation of a Partner pursuant to this paragraph E (E) shall be implemented through adjustments to withholding distributions otherwise payable to such Partner as determined in accordance with Article 5; provided, provided however, that, at the written request of the Partnership Representative, each Partner or former Partner may be required to contribute to the Partnership such Partner’s Imputed Underpayment Amount imposed on and paid by the Partnership; provided further, that if a Partner or former Partner individually directly pays, pursuant to the Partnership Audit Rules, any such Imputed Underpayment Amount, then such payment shall reduce any offset to distribution such withholding of distributions or required capital contribution of such Partner or former Partner. Any amount withheld from distributions pursuant to this paragraph E (E) shall be treated as an amount distributed to such Partner or former Partner for all purposes under this Agreement. F. All expenses incurred by the Partnership Representative or Designated Individual in connection with its duties as partnership representative or designated individual, as applicable, shall be expenses of the Partnership (including, for the avoidance of doubt, any costs and expenses incurred in connection with any claims asserted against the Partnership Representative or Designated Individual, as applicable, except, in the case of the Partnership Representative, except to the extent the Partnership Representative or Designated Individual is determined to have performed its duties in the manner described in the final sentence of this paragraph F), and the Partnership shall reimburse the Partnership Representative or Designated Individual, as applicable, for all such costs and expenses). Nothing herein shall be construed 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 the Designated Individual shall be liable to the Partnership, any Partner 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 10.4; provided, however, that the Partnership Representative may be so liable if it or the Designated Individual has engaged in (i) willful breach of any provision of this Section 10.4 or (ii) fraud, gross negligence or willful misconduct or gross negligencemisconduct, in each case, case with respect regard to its performance of its duties pursuant to this Section 10.4.” (j) Subsection 10.4 in Article 10 of the Agreement is hereby redesignated as Subsection 10.5 of Article 10 of the Agreement. (k) Subsection 10.5 in Article 10 of the Agreement is hereby redesignated as Subsection 10.6 of Article 10 of the Agreement. (l) Subsection 10.6 in Article 10 of the Agreement is hereby redesignated as Subsection 10.7 of Article 10 of the Agreement. (m) The Agreement is hereby amended by the addition of a new exhibit, entitled “Exhibit C,” in the form attached hereto, which shall be attached to and made a part of the Agreement.

Partnership Representative. A. The General Partner Managing Member is hereby designated to serve as the “partnership representative” with respect to the PartnershipCompany, as provided in Section 6223(a) of the Partnership Audit Rules (the “Partnership Representative”). For each taxable year in which the Partnership Representative is an entity, the Partnership Company shall appoint the “designated individual” identified by the Partnership Representative to act on behalf of the Partnership Representative (the “Designated Individual”) in accordance with the applicable Treasury Regulations (the “Designated Individual”)Regulations. Each Partner Member expressly consents to such designations and agrees that it will execute, acknowledge, deliver, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. B. The Partnership Representative shall have the sole authority to act on behalf of the Partnership Company in connection with and make all relevant decisions regarding application of the Partnership Audit Rules, including, but not limited to, any elections under the Partnership Audit Rules or any decisions to settle, compromise, challenge, litigate or otherwise alter the defense of any proceeding before the IRS. C. The Partners agree to cooperate . Notwithstanding the foregoing sentence, for so long as the Initial Non-Managing Members hold more than a ten percent (10%) Percentage Interest in good faith to timely provide information requested by the Partnership Representative as needed to comply with the Partnership Audit Rules, including, without limitation, to make any elections available to the Partnership under the Partnership Audit Rules. Each Partner agrees that, upon request of the Partnership, such Partner shall take such actions as may be necessary or desirable (as determined by the Partnership Representative) to (i) allow the Partnership to comply with the provisions of Section 6226 of the Partnership Audit Rules so that any “partnership adjustments” (as defined in Section 6241(2) of the Partnership Audit Rules) are taken into account by the Partners and former Partners rather than the Partnership; (ii) use the provisions of Section 6225(c) of the Partnership Audit Rules including, but not limited to, filing amended tax returns with respect to any “reviewed year” (within the meaning of Section 6225(d)(1) of the Partnership Audit Rules) or using the alternative procedure to filing amended returns to reduce the amount of any partnership adjustment otherwise required to be taken into account by the Partnership or (iii) otherwise allow the Partnership and its Partners to address and respond to any matters arising under the Partnership Audit Rules. D. Notwithstanding other provisions of this Agreement to the contrary, if any partnership adjustment is determined with respect to the PartnershipCompany, the Partnership Representative may shall, prior to making a final decision as to whether to cause the Partnership Company to elect pursuant make a Pass-Through Election or to Section 6226 of the Partnership Audit Rules to have such adjustment passed through to the Partners for the year to which the adjustment relates (i.e., the “reviewed year” within the meaning of Section 6225(d)(1) of the Partnership Audit Rules). In the event that the Partnership Representative has not caused the Partnership to so elect pursuant to Section 6226 of the Partnership Audit Rules, then any “imputed underpayment” (as determined in accordance with Section 6225 of the Partnership Audit Rules) or partnership adjustment that does not give rise to pay an “imputed underpayment” shall be apportioned among the Partners of the Partnership 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) 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 Partners based upon their interests in the Partnership for the reviewed year. Imputed Underpayment Amounts also shall include any imputed underpayment within the meaning of Section 6225 of the Partnership Audit Rules paid (or payable) by any entity treated as a partnership for U.S. federal income tax purposes in which the Partnership 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 Partnership bears the economic burden of such amounts, whether by law or contract. E. Each Partner agrees to indemnify and hold harmless the Partnership from and against any liability with respect to such Partner’s share of any tax deficiency paid or payable by the Partnership that is allocable to the Partner as determined in accordance with the second to last sentence of paragraph D above with respect to an audited or reviewed taxable year for which such Partner was a partner in the Partnership. The obligations set forth in this paragraph E shall survive the termination of any Partner’s interest in the Partnership, the termination of this Agreement and/or the termination, dissolution, liquidation or winding up of the Partnership, and shall remain binding on each Partner for the period of time necessary to resolve with the IRS (or any other applicable taxing authority) all income tax matters relating to the Partnership and for Partners to satisfy their indemnification obligations, if any, pursuant to this Section 10.4. Any obligation of a Partner pursuant to this paragraph E shall be implemented through adjustments to distributions otherwise payable to such Partner as determined in accordance with Article 5; provided, however, that, at the written request of the Partnership Representative, each Partner or former Partner may be required to contribute to the Partnership such Partner’s Imputed Underpayment Amount imposed on and paid by the Partnership; provided further, that if a Partner or former Partner individually directly pays, pursuant to the Partnership Audit Rules, any such Imputed Underpayment Amount, then such confer with the Initial Non-Managing Members and consider in good faith any reasonable objections that the Initial Non-Managing Members may have to the Company’s payment shall reduce any offset to distribution or required capital contribution of such Partner or former Partner. Any amount withheld from distributions pursuant to this paragraph E shall be treated as an amount distributed to such Partner or former Partner Imputed Underpayment Amount in lieu of making a Pass-Through Election (for all purposes under this Agreement. F. All expenses incurred by the Partnership Representative or Designated Individual in connection with its duties as partnership representative or designated individual, as applicable, shall be expenses of the Partnership (including, for the avoidance of doubtexample, any costs and expenses incurred in connection with any claims asserted against difficulties that the Partnership Representative or Designated Individual, as applicable, except, in the case of the Partnership Representative, to the extent the Partnership Representative is determined to Initial Non-Managing Members may have performed its duties in the manner described in the final sentence of this paragraph F, and the Partnership shall reimburse the Partnership Representative or Designated Individual, as applicable, for all such costs and expenses). Nothing herein shall be construed 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 the Designated Individual shall be liable to the Partnership, any Partner 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 practical matter in collecting its duties pursuant to this Section 10.4; provided, however, that the Partnership Representative may be so liable if it or the Designated Individual has engaged in (i) willful breach share of any provision of this Imputed Underpayment Amount under Section 10.4 or (ii) fraud, willful misconduct or gross negligence, in each case, with respect to its performance of its duties pursuant to this Section 10.410.3.

Partnership Representative. A. (a) The General Partner is hereby designated the Tax Matters Partner with respect to serve as taxable periods beginning before January 1, 2018. Subject to the provisions hereof, with respect to taxable periods beginning on or after January 1, 2018, the “partnership representative” with respect to the Partnership, as provided in Section 6223(a) of the Partnership Audit Rules as defined for purposes of Section 6223 of the Code and under any applicable state or local law providing for an analogous capacity (the “Partnership Representative”)) shall be the General Partner or such other Person whom the General Partner may designate with respect to such taxable period. For each taxable year in which the The Partnership Representative is an entityauthorized and required to represent the Partnership, at the Partnership’s expense, in connection with all examinations of the Partnership’s affairs by tax authorities, including resulting administrative and judicial proceedings, and to expend Partnership funds for professional services and costs associated therewith. The Partnership Representative shall exercise any and all authority of the partnership representative under the Code, including, without limitation, binding the Partnership shall appoint and the “designated individual” identified by Partners with respect to tax matters and determining whether to make any available election under Section 6226 of the Code or an analogous election under state or local law, which election permits the Partnership Representative to act on behalf pass any partnership adjustment through to Persons who were Partners of the Partnership Representative in accordance with the applicable Treasury Regulations (year to which such partnership adjustment relates, and the “Designated Individual”). Each Partner expressly consents to such designations and agrees that it will execute, acknowledge, deliver, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. B. The Partnership Representative shall have the sole authority to act on behalf make such election with respect to any such Person irrespective of whether such Person is a Partner of the Partnership in connection with at the time such election is made. Each Partner, during and make all relevant decisions regarding application after the time that such Person is a Partner of the Partnership Audit RulesPartnership, including, but not limited to, agrees to cooperate with the General Partner and to do or refrain from doing any elections under or all things reasonably required by the Partnership Audit Rules Representative. For Persons that are not tax-exempt entities (as defined in Section 168(h)(2) of the Code) and subject to the Partnership Representative’s discretion to seek modifications of an imputed underpayment, this cooperation includes (i) filing amended federal, state or local tax returns, paying any decisions additional tax (including interest, penalties and other additions to settletax), compromiseand providing the Partnership Representative with an affidavit swearing to those facts (all within the requisite time periods), challenge, litigate or otherwise alter the defense of and (ii) providing any proceeding before the IRS. C. The Partners agree to cooperate in good faith to timely provide other information requested by the Partnership Representative as needed in order to comply with the Partnership Audit Rules, including, without limitation, to make any elections available to the Partnership under the Partnership Audit Rulesseek modifications of an imputed underpayment. Each Partner agrees that, upon request of the Partnership, such Partner shall take such actions as may be necessary or desirable (as determined by the Partnership Representative) to (i) allow the Partnership to comply with the provisions of Section 6226 of the Partnership Audit Rules so For Persons that any “partnership adjustments” are tax-exempt entities (as defined in Section 6241(2168(h)(2) of the Code) and subject to the Partnership Audit RulesRepresentative’s discretion to seek modifications of an imputed underpayment, this cooperation includes providing the Partnership Representative with information necessary to establish the Person’s tax-exempt status. This agreement to cooperate applies irrespective of whether such Persons are Partners of the Partnership at the time of the requested cooperation. (b) are taken into account Each Partner agrees that notice of or updates regarding tax controversies shall be deemed conclusively to have been given or made by the Partners Partnership Representative if the Partnership has either (i) filed the information for which notice is required with the Commission via its Electronic Data Gathering, Analysis and former Partners rather than the Partnership; Retrieval system and such information is publicly available on such system or (ii) use made the provisions of Section 6225(c) of the Partnership Audit Rules including, but not limited to, filing amended tax returns with respect to information for which notice is required available on any “reviewed year” (within the meaning of Section 6225(d)(1) of the Partnership Audit Rules) or using the alternative procedure to filing amended returns to reduce the amount of any partnership adjustment otherwise required to be taken into account internet site maintained by the Partnership and accessible to Partners and affected former Partners, whether or (iii) otherwise allow not such a Person remains a Partner in the Partnership and its Partners at the time such information is so made available. Notwithstanding anything herein to address and respond to any matters arising under the contrary, nothing in this provision shall obligate the Partnership Audit RulesRepresentative to provide notice to Partners or other Persons other than as required by the Code. D. Notwithstanding other (c) The General Partner may amend the provisions of this Agreement as it determines appropriate to the contrarysatisfy any requirements, if any partnership adjustment is determined with respect to the Partnershipconditions, the Partnership Representative may cause the Partnership to elect pursuant to Section 6226 of the Partnership Audit Rules to have such adjustment passed through to the Partners for the year to which the adjustment relates (i.e., the “reviewed year” within the meaning of Section 6225(d)(1) of the Partnership Audit Rules). In the event that the Partnership Representative has not caused the Partnership to so elect pursuant to Section 6226 of the Partnership Audit Rules, then any “imputed underpayment” (as determined in accordance with Section 6225 of the Partnership Audit Rules) or partnership adjustment that does not give rise to an “imputed underpayment” shall be apportioned among the Partners of the Partnership 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) 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 Partners based upon their interests in the Partnership for the reviewed year. Imputed Underpayment Amounts also shall include any imputed underpayment within the meaning of Section 6225 of the Partnership Audit Rules paid (or payable) by any entity treated as a partnership for U.S. federal income tax purposes in which the Partnership 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 Partnership bears the economic burden of such amounts, whether by law or contract. E. Each Partner agrees to indemnify and hold harmless the Partnership from and against any liability with respect to such Partner’s share of any tax deficiency paid or payable by the Partnership that is allocable to the Partner as determined in accordance with the second to last sentence of paragraph D above with respect to an audited or reviewed taxable year for which such Partner was a partner in the Partnership. The obligations guidelines set forth in this paragraph E shall survive any amendment to the termination provisions of Subchapter C of Chapter 63 of Subtitle F of the Code, any analogous provisions of the laws of any Partner’s interest in the Partnership, the termination of this Agreement and/or the termination, dissolution, liquidation state or winding up of the Partnership, and shall remain binding on each Partner for the period of time necessary to resolve with the IRS (or any other applicable taxing authority) all income tax matters relating to the Partnership and for Partners to satisfy their indemnification obligations, if any, pursuant to this Section 10.4. Any obligation of a Partner pursuant to this paragraph E shall be implemented through adjustments to distributions otherwise payable to such Partner as determined in accordance with Article 5; provided, however, that, at the written request of the Partnership Representative, each Partner or former Partner may be required to contribute to the Partnership such Partner’s Imputed Underpayment Amount imposed on and paid by the Partnership; provided further, that if a Partner or former Partner individually directly pays, pursuant to the Partnership Audit Rules, any such Imputed Underpayment Amount, then such payment shall reduce any offset to distribution or required capital contribution of such Partner or former Partner. Any amount withheld from distributions pursuant to this paragraph E shall be treated as an amount distributed to such Partner or former Partner for all purposes under this Agreement. F. All expenses incurred by the Partnership Representative or Designated Individual in connection with its duties as partnership representative or designated individual, as applicable, shall be expenses of the Partnership (including, for the avoidance of doubt, any costs and expenses incurred in connection with any claims asserted against the Partnership Representative or Designated Individual, as applicable, except, in the case of the Partnership Representative, to the extent the Partnership Representative is determined to have performed its duties in the manner described in the final sentence of this paragraph F, and the Partnership shall reimburse the Partnership Representative or Designated Individual, as applicable, for all such costs and expenses). Nothing herein shall be construed to restrict the Partnership Representative or Designated Individual from engaging lawyers, accountants, tax adviserslocality, or the promulgation of regulations or publication of other professional advisers or experts to assist the Partnership Representative or Designated Individual in discharging its duties hereunder. Neither the Partnership Representative nor the Designated Individual shall be liable to the Partnership, any Partner 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 10.4; provided, however, that the Partnership Representative may be so liable if it or the Designated Individual has engaged in (i) willful breach of any provision of this Section 10.4 or (ii) fraud, willful misconduct or gross negligence, in each case, with respect to its performance of its duties pursuant to this Section 10.4administrative guidance thereunder.

Partnership Representative. A. (a) The General Partner is hereby designated to Managing Member shall serve as the “partnership representative” with respect to of the Partnership, as provided in Company within the meaning of Section 6223(a) of the Partnership Audit Rules Code (the “Partnership Representative”). For each taxable year The Managing Member is hereby directed and authorized to take whatever steps it, in which its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the Internal Revenue Service, designating an individual to serve as the sole individual through whom the Partnership Representative is an entitywill act, and taking such other action as may from time to time be required under the Partnership shall appoint the “designated individual” identified by Treasury Regulations. All references to the Partnership Representative herein shall include such designated individual (a “Partner”), unless the context requires otherwise. Each Partner hereby consents to act on behalf such appointment or designation and agrees that upon the request of the Partnership Representative in accordance with the applicable Treasury Regulations (the “Designated Individual”). Each Partner expressly consents to such designations and agrees that Representative, it will 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. B. (b) The Managing Member will remain as the Partnership Representative so long as it retains any ownership interests in the Company unless it requests that it not serve as Partnership Representative. (c) The Partnership Representative shall have all of the sole rights, powers and authority to act on behalf discharge all of the Partnership in connection with and make all relevant decisions regarding application obligations of a “partnership representative” under the Partnership Audit Rules, includingincluding the authority to represent the Company (at the Company’s expense including reasonable, but not limited todocumented out-of-pocket fees for professional services) in any administrative or judicial disputes, controversies, or proceedings with the Internal Revenue Service (the “IRS”) and any other U.S. governmental authority with jurisdiction to tax and to make any elections available under the Partnership Audit Rules or any decisions to settle, compromise, challenge, litigate or otherwise alter the defense of any proceeding before the IRSin connection therewith. C. (d) The Partners agree Partnership Representative may make or cause to be made, with respect to the Company and the Members, a timely and valid election under Section 6226 of the Code (a “Push-Out Election”) (i) with respect to any material imputed underpayment and material partnership adjustments by the IRS or (ii) in connection with a material administrative adjustment request. The Members shall comply with the terms of the Push-Out Election and otherwise cooperate in good faith to timely provide information requested by with the Partnership Representative with respect to the Push-Out Election. (e) If a Push-Out Election is not made, the Partnership Representative shall apportion the responsibility for any U.S. federal income tax liability, and any interest and penalties with respect thereto, incurred by the Company under the Partnership Audit Rules (an “Audit Liability”) among the Members based on the adjustments (if any) giving rise to the Audit Liability attributable to each Member (taking into account, for purposes of such apportionment, the effect of the status of, and actions taken by, such Member on the computation of the amount of the Audit Liability), and each Member shall be required to promptly contribute the amount of its share of the Audit Liability to the Company. (f) The Partnership Representative shall be entitled to be reimbursed by the Company for all costs and expenses incurred by it in connection with any administrative or judicial proceeding relating to tax matters of the Company and the Members in their capacity as needed such, and to be indemnified by the Company with respect to any action brought against it in connection with any judgment in or settlement of any such proceeding. (g) This Section 8.03 shall apply mutatis mutandis with respect to any similar provisions of state, local or non-U.S. Law. (h) The provisions of, and each Member’s obligations to comply with the Partnership Audit Rulesrequirements of, including, without limitation, to make any elections available to the Partnership under the Partnership Audit Rules. Each Partner agrees that, upon request of the Partnership, such Partner shall take such actions as may be necessary or desirable (as determined by the Partnership Representative) to (i) allow the Partnership to comply with the provisions of this Section 6226 of the Partnership Audit Rules so that any “partnership adjustments” (as defined in Section 6241(2) of the Partnership Audit Rules) are taken into account by the Partners and former Partners rather than the Partnership; (ii) use the provisions of Section 6225(c) of the Partnership Audit Rules including, but not limited to, filing amended tax returns with respect to any “reviewed year” (within the meaning of Section 6225(d)(1) of the Partnership Audit Rules) or using the alternative procedure to filing amended returns to reduce the amount of any partnership adjustment otherwise required to be taken into account by the Partnership or (iii) otherwise allow the Partnership and its Partners to address and respond to any matters arising under the Partnership Audit Rules. D. Notwithstanding other provisions of this Agreement to the contrary, if any partnership adjustment is determined with respect to the Partnership, the Partnership Representative may cause the Partnership to elect pursuant to Section 6226 of the Partnership Audit Rules to have such adjustment passed through to the Partners for the year to which the adjustment relates (i.e., the “reviewed year” within the meaning of Section 6225(d)(1) of the Partnership Audit Rules). In the event that the Partnership Representative has not caused the Partnership to so elect pursuant to Section 6226 of the Partnership Audit Rules, then any “imputed underpayment” (as determined in accordance with Section 6225 of the Partnership Audit Rules) or partnership adjustment that does not give rise to an “imputed underpayment” shall be apportioned among the Partners of the Partnership 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) 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 Partners based upon their interests in the Partnership for the reviewed year. Imputed Underpayment Amounts also shall include any imputed underpayment within the meaning of Section 6225 of the Partnership Audit Rules paid (or payable) by any entity treated as a partnership for U.S. federal income tax purposes in which the Partnership 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 Partnership bears the economic burden of such amounts, whether by law or contract. E. Each Partner agrees to indemnify and hold harmless the Partnership from and against any liability with respect to such Partner’s share of any tax deficiency paid or payable by the Partnership that is allocable to the Partner as determined in accordance with the second to last sentence of paragraph D above with respect to an audited or reviewed taxable year for which such Partner was a partner in the Partnership. The obligations set forth in this paragraph E 8.03 shall survive the termination Member’s ceasing to be a Member of any Partner’s interest in the Partnership, the termination of this Agreement and/or Company and the termination, dissolution, liquidation liquidation, or winding up of the Partnership, and shall remain binding on each Partner for the period of time necessary to resolve with the IRS (or any other applicable taxing authority) all income tax matters relating to the Partnership and for Partners to satisfy their indemnification obligations, if any, pursuant to this Section 10.4. Any obligation of a Partner pursuant to this paragraph E shall be implemented through adjustments to distributions otherwise payable to such Partner as determined in accordance with Article 5; provided, however, that, at the written request of the Partnership Representative, each Partner or former Partner may be required to contribute to the Partnership such Partner’s Imputed Underpayment Amount imposed on and paid by the Partnership; provided further, that if a Partner or former Partner individually directly pays, pursuant to the Partnership Audit Rules, any such Imputed Underpayment Amount, then such payment shall reduce any offset to distribution or required capital contribution of such Partner or former Partner. Any amount withheld from distributions pursuant to this paragraph E shall be treated as an amount distributed to such Partner or former Partner for all purposes under this AgreementCompany. F. All expenses incurred by the Partnership Representative or Designated Individual in connection with its duties as partnership representative or designated individual, as applicable, shall be expenses of the Partnership (including, for the avoidance of doubt, any costs and expenses incurred in connection with any claims asserted against the Partnership Representative or Designated Individual, as applicable, except, in the case of the Partnership Representative, to the extent the Partnership Representative is determined to have performed its duties in the manner described in the final sentence of this paragraph F, and the Partnership shall reimburse the Partnership Representative or Designated Individual, as applicable, for all such costs and expenses). Nothing herein shall be construed 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 the Designated Individual shall be liable to the Partnership, any Partner 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 10.4; provided, however, that the Partnership Representative may be so liable if it or the Designated Individual has engaged in (i) willful breach of any provision of this Section 10.4 or (ii) fraud, willful misconduct or gross negligence, in each case, with respect to its performance of its duties pursuant to this Section 10.4.

Partnership Representative. A. (a) The General Partner is hereby designated to serve as shall be the “partnership representative” with respect to the Partnership, as provided in Section 6223(a) Partnership Representative of the Partnership Audit Rules (the “Partnership Representative”)for federal income tax purposes. For each taxable year in which the The Partnership Representative is an entity, the Partnership shall appoint the “designated individual” identified receive no compensation for its services. All third-party costs and expenses incurred by the Partnership Representative to act on behalf of in its capacity as such (including legal and accounting fees and expenses) shall be borne by the Partnership Representative in accordance with the applicable Treasury Regulations (the “Designated Individual”)addition to any reimbursement pursuant to Section 7.04 hereof. Each Partner expressly consents to such designations and agrees that it will execute, acknowledge, deliver, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. B. The Partnership Representative may engage an accounting or law firm to assist the Partnership Representative. (b) The Partnership Representative is authorized and shall have the sole authority exclusive right to act on behalf take any actions specified under the applicable sections of the Partnership in connection with and make all relevant decisions regarding application of the Partnership Audit Rules, including, but not limited to, any elections under the Partnership Audit Rules or any decisions applicable state statute or local law, including but not limited to: (1) representing the Partnership in connection with all tax proceedings; (2) making elections under Code Section 6226; (3) making the decision whether to settle, compromise, challenge, litigate elect out of the rules under Code Section 6221(b); (4) filing an administrative adjustment request under Code Section 6227; (5) filing suit under Code Section 6234; (6) settling any tax disputes or otherwise alter the defense of any proceeding before lawsuits with the IRS. C. The Partners agree , the U.S. Department of Justice or state or local taxing authority; (7) extending the period of limitation for adjustment of tax under Code Section 6235 or applicable state status or local law or under applicable state statutes or local laws; and (8) appointing, removing and replacing the individual designated (or to cooperate in good faith to timely provide information requested be designated) by the Partnership Representative as needed to comply with the Partnership Audit Rules, including, without limitation, to make any elections available to sole individual through whom the Partnership partnership representative will act for all purposes under the Partnership Audit Rules. Each Partner agrees thatThe Partnership Representative shall also have sole authority to represent the Partnership with respect to any other taxing authorities and shall have similar authority to settle any such tax disputes. (c) If an audit or tax proceeding results in an imputed underpayment under Code Section 6225 and if the Partnership Representative makes an election under Code Section 6226(a), upon request the Partnership shall furnish to each Holder for any portion of the Partnership, year or years audited a statement reflecting the Holder’s allocable share of the adjusted items as determined in the notice of final partnership adjustment and each such Partner Holder shall take such actions adjustments into account as may required under Code Section 6226(b) and shall be necessary liable for any related interest, penalty, addition to tax or desirable additional amount (all sections as determined in effect as specified in the Partnership Audit Rules). (d) The Partnership and the Holders shall be bound by the Partnership Representative) to (i) allow ’s actions. To the extent any IRS audit or tax proceeding could result in an increase in any Holder’s personal liability for taxes, the Partnership to comply with Representative shall keep the provisions Holders (including potentially affected former Holders) informed on a timely basis of Section 6226 of the Partnership Audit Rules so that any “partnership adjustments” (as defined in Section 6241(2) of the Partnership Audit Rules) are taken into account by the Partners and former Partners rather than the Partnership; (ii) use the provisions of Section 6225(c) of the Partnership Audit Rules including, but not limited to, filing amended tax returns all material developments with respect to any “reviewed year” such tax proceeding. (within the meaning e) Each Holder of Section 6225(d)(1) of Partnership Units shall provide such information to the Partnership Audit Rules) or using as the alternative procedure to filing amended returns General Partner may reasonably request to reduce the amount of any partnership adjustment otherwise required imputed underpayment. (f) For the avoidance of doubt, no payment made pursuant to be taken into account by this Section 10.03 to the Partnership or (iii) otherwise allow the Partnership and its Partners to address and respond to any matters arising under the Partnership Audit Rulesshall be treated as a Capital Contribution. D. (g) Notwithstanding other provisions of anything in this Agreement to the contrary, if any partnership adjustment is determined with respect all rights and obligations of a Holder of Partnership Units under this Section 10.03 shall survive both the Holder ceasing to be a partner of the Partnership for federal income tax purposes, and the dissolution of the Partnership, . (h) The Partners acknowledge and agree that the Partnership Representative may cause the Partnership to elect pursuant to Section 6226 implementation of the Partnership Audit Rules may result in necessary or advisable amendments to have this Agreement and that any approval or consent to any such adjustment passed through to amendments proposed by the Partners for General Partner shall be deemed granted by the year to which other Partners. The taking of any action and the adjustment relates (i.e., the “reviewed year” within the meaning incurring of Section 6225(d)(1) of the Partnership Audit Rules). In the event that any expense by the Partnership Representative has not caused in connection with any such proceeding, except to the Partnership to so elect pursuant to Section 6226 of the Partnership Audit Rulesextent required by law, then any “imputed underpayment” (as determined in accordance with Section 6225 of the Partnership Audit Rules) or partnership adjustment that does not give rise to an “imputed underpayment” shall will be apportioned among the Partners of the Partnership 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) so that, and the provisions relating to the maximum extent possible, the tax and economic consequences indemnification 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 Partners based upon their interests in the Partnership for the reviewed year. Imputed Underpayment Amounts also shall include any imputed underpayment within the meaning of Section 6225 of the Partnership Audit Rules paid (or payable) by any entity treated as a partnership for U.S. federal income tax purposes in which the Partnership 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 Partnership bears the economic burden of such amounts, whether by law or contract. E. Each General Partner agrees to indemnify and hold harmless the Partnership from and against any liability with respect to such Partner’s share of any tax deficiency paid or payable by the Partnership that is allocable to the Partner as determined in accordance with the second to last sentence of paragraph D above with respect to an audited or reviewed taxable year for which such Partner was a partner in the Partnership. The obligations set forth in this paragraph E Section 7.07 hereof shall survive the termination of any Partner’s interest in the Partnership, the termination of this Agreement and/or the termination, dissolution, liquidation or winding up of the Partnership, and shall remain binding on each Partner for the period of time necessary to resolve with the IRS (or any other be fully applicable taxing authority) all income tax matters relating to the Partnership and for Partners to satisfy their indemnification obligations, if any, pursuant to this Section 10.4. Any obligation of a Partner pursuant to this paragraph E shall be implemented through adjustments to distributions otherwise payable to such Partner Representative in its capacity as determined in accordance with Article 5; provided, however, that, at the written request of the Partnership Representative, each Partner or former Partner may be required to contribute to the Partnership such Partner’s Imputed Underpayment Amount imposed on and paid by the Partnership; provided further, that if a Partner or former Partner individually directly pays, pursuant to the Partnership Audit Rules, any such Imputed Underpayment Amount, then such payment shall reduce any offset to distribution or required capital contribution of such Partner or former Partner. Any amount withheld from distributions pursuant to this paragraph E shall be treated as an amount distributed to such Partner or former Partner for all purposes under this Agreementsuch. F. All expenses incurred by the Partnership Representative or Designated Individual in connection with its duties as partnership representative or designated individual, as applicable, shall be expenses of the Partnership (including, for the avoidance of doubt, any costs and expenses incurred in connection with any claims asserted against the Partnership Representative or Designated Individual, as applicable, except, in the case of the Partnership Representative, to the extent the Partnership Representative is determined to have performed its duties in the manner described in the final sentence of this paragraph F, and the Partnership shall reimburse the Partnership Representative or Designated Individual, as applicable, for all such costs and expenses). Nothing herein shall be construed 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 the Designated Individual shall be liable to the Partnership, any Partner 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 10.4; provided, however, that the Partnership Representative may be so liable if it or the Designated Individual has engaged in (i) willful breach of any provision of this Section 10.4 or (ii) fraud, willful misconduct or gross negligence, in each case, with respect to its performance of its duties pursuant to this Section 10.4.

Partnership Representative. A. The General Partner is hereby designated to serve as the “partnership representative” with respect to the Partnership, as provided in Section 6223(a) of the Partnership Audit Rules (the “Partnership Representative”). For each taxable year in all periods during which the Partnership Representative Company is an entity, the Partnership shall appoint the “designated individual” identified by the Partnership Representative to act on behalf of the Partnership Representative in accordance with the applicable Treasury Regulations (the “Designated Individual”). Each Partner expressly consents to such designations and agrees that it will execute, acknowledge, deliver, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. B. The Partnership Representative shall have the sole authority to act on behalf of the Partnership in connection with and make all relevant decisions regarding application of the Partnership Audit Rules, including, but not limited to, any elections under the Partnership Audit Rules or any decisions to settle, compromise, challenge, litigate or otherwise alter the defense of any proceeding before the IRS. C. The Partners agree to cooperate in good faith to timely provide information requested by the Partnership Representative as needed to comply with the Partnership Audit Rules, including, without limitation, to make any elections available to the Partnership under the Partnership Audit Rules. Each Partner agrees that, upon request of the Partnership, such Partner shall take such actions as may be necessary or desirable (as determined by the Partnership Representative) to (i) allow the Partnership to comply with the provisions of Section 6226 of the Partnership Audit Rules so that any “partnership adjustments” (as defined in Section 6241(2) of the Partnership Audit Rules) are taken into account by the Partners and former Partners rather than the Partnership; (ii) use the provisions of Section 6225(c) of the Partnership Audit Rules including, but not limited to, filing amended tax returns with respect to any “reviewed year” (within the meaning of Section 6225(d)(1) of the Partnership Audit Rules) or using the alternative procedure to filing amended returns to reduce the amount of any partnership adjustment otherwise required to be taken into account by the Partnership or (iii) otherwise allow the Partnership and its Partners to address and respond to any matters arising under the Partnership Audit Rules. D. Notwithstanding other provisions of this Agreement to the contrary, if any partnership adjustment is determined with respect to the Partnership, the Partnership Representative may cause the Partnership to elect pursuant to Section 6226 of the Partnership Audit Rules to have such adjustment passed through to the Partners for the year to which the adjustment relates (i.e., the “reviewed year” within the meaning of Section 6225(d)(1) of the Partnership Audit Rules). In the event that the Partnership Representative has not caused the Partnership to so elect pursuant to Section 6226 of the Partnership Audit Rules, then any “imputed underpayment” (as determined in accordance with Section 6225 of the Partnership Audit Rules) or partnership adjustment that does not give rise to an “imputed underpayment” shall be apportioned among the Partners of the Partnership 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) 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 Partners based upon their interests in the Partnership for the reviewed year. Imputed Underpayment Amounts also shall include any imputed underpayment within the meaning of Section 6225 of the Partnership Audit Rules paid (or payable) by any entity treated as a partnership for U.S. federal income tax purposes in which purposes, the Manager shall designate a “Partnership Representative” pursuant to IRC § 6223(a). The Company’s initial Partnership Representative will be ▇▇▇▇▇▇ ▇▇▇▇▇. (a) 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 holds Representative will also serve in such capacity. The Partnership Representative is authorized to represent the Company before the Internal Revenue Service and any other governmental agency with jurisdiction, and to sign such consents and to enter into settlements and other agreements with such agencies as the Partnership Representative deems necessary or advisable. (b) The Partnership Representative will make all decisions regarding permitted elections under the Internal Revenue Code with respect to tax proceedings and the assessment of taxes by any taxing authority. The Partnership Representative will keep the Manager and Members reasonably informed of all proposed audits, examinations, or has held) a direct or indirect interest other than through entities treated administrative and judicial proceedings involving the Company, as corporations for U.S. federal income tax purposes well as keep the Manager and Members informed as to the extent that status of any such audit, examination, or other administrative or judicial proceeding. (c) Notwithstanding anything to the Partnership bears contrary in this Agreement, each Member (including for purposes of this Section 7.8 any Person who is or becomes a Member but who for any reason ceases to be a Member): (i) hereby covenants to treat each item of income, gain, loss, deduction, or credit attributable to the economic burden Company in a manner consistent with the treatment of such amountsincome, whether by law gain, loss deduction, or contract. E. Each Partner credit on the tax return of the Company or as determined in a notice of final partnership adjustment pursuant to IRC § 6226; (ii) hereby agrees to indemnify and hold harmless the Partnership Company from and against any liability with respect to such PartnerMember’s share of any tax deficiency paid and any penalties, interest, and additions to tax attributable to any adjustment to the income, gain, loss, deduction, or payable by credit of the Company pursuant to IRC § 6226; and (iii) hereby agrees to take all other actions as the Partnership that is 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 “reviewed year” to account for all adjustments under IRC § 6225(a) properly allocable to the Partner Member as determined provided in accordance with the second to last sentence of paragraph D above with respect to an audited or reviewed taxable year for which such Partner was a partner in the Partnership. and otherwise contemplated by IRC § 6225(c) and any Treasury Regulations that may be promulgated thereunder. (d) The obligations set forth in this paragraph E shall survive the termination of any Partner’s interest in the PartnershipCompany will, the termination of this Agreement and/or the termination, dissolution, liquidation or winding up of the Partnership, and shall remain binding on each Partner for the period of time necessary to resolve with the IRS (or any other applicable taxing authority) all income tax matters relating to the Partnership fullest extent permitted by law, reimburse and for Partners to satisfy their indemnification obligations, if any, pursuant to this Section 10.4. Any obligation of a Partner pursuant to this paragraph E shall be implemented through adjustments to distributions otherwise payable to such Partner as determined in accordance with Article 5; provided, however, that, at the written request of the Partnership Representative, each Partner or former Partner may be required to contribute to the Partnership such Partner’s Imputed Underpayment Amount imposed on and paid by the Partnership; provided further, that if a Partner or former Partner individually directly pays, pursuant to the Partnership Audit Rules, any such Imputed Underpayment Amount, then such payment shall reduce any offset to distribution or required capital contribution of such Partner or former Partner. Any amount withheld from distributions pursuant to this paragraph E shall be treated as an amount distributed to such Partner or former Partner for all purposes under this Agreement. F. All expenses incurred by indemnify the Partnership Representative or Designated Individual in connection with its duties for all expenses, (including legal and accounting fees), claims, liabilities, losses, and damages incurred as partnership representative or designated individual, as applicable, shall be expenses of the Partnership (including, for the avoidance of doubt, any costs and expenses incurred Representative in connection with any claims asserted against the Partnership Representative examination, administrative or Designated Individual, as applicable, except, in the case of the Partnership Representative, to the extent the Partnership Representative is determined to have performed its duties in the manner described in the final sentence of this paragraph F, and the Partnership shall reimburse the Partnership Representative or Designated Individual, as applicable, for all such costs and expenses). Nothing herein shall be construed to restrict the Partnership Representative or Designated Individual from engaging lawyers, accountants, tax advisersjudicial proceeding, or other professional advisers or experts to assist the Partnership Representative or Designated Individual in discharging its duties hereunder. Neither the Partnership Representative nor the Designated Individual shall be liable to the Partnership, any Partner 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 10.4otherwise; provided, however, that such indemnification from liability will not apply to any liability for loss caused by any act or omission that arises out of the fraud, gross negligence, willful misconduct, or intentional violation of applicable law by the Partnership Representative. (e) The provisions of this Section 7.8 will 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 will remain binding on the Member. Notwithstanding the foregoing, the Partnership Representative may will not cause the Company to elect to be so liable if it or the Designated Individual has engaged in (i) willful breach of any provision of this Section 10.4 or (ii) fraud, willful misconduct or gross negligence, in each case, with respect to its performance of its duties pursuant to this Section 10.4taxed other than as a partnership.

Partnership Representative. A. The (a) For taxable years beginning on or after January 1, 2018, the Managing General Partner is hereby designated to serve as the “partnership representative” with respect to the Partnership, as provided in under Section 6223(a) of the Partnership Audit Rules Code (the “Partnership Representative”). For each taxable year in which the The Partnership Representative shall recommend to the Partnership, on an annual basis or at such other time as the individual resigns or its designation is revoked, an entity, individual who meets the Partnership shall appoint the “designated individual” identified by the Partnership Representative to act on behalf requirements of Section 6223 of the Partnership Representative in accordance with Code and the applicable Treasury Regulations promulgated thereunder to serve as the designated individual (the “Designated Individual”)) to act on the Partnership’s behalf, and each Partner hereby agrees to accept the Partnership Representative’s recommendation of the Designated Individual. Each No Partner expressly consents may revoke the authority of the Partnership Representative or of the Designated Individual without the Partnership Representative’s prior written consent. The Partnership Representative shall have full authority to bind the Partnership in all proceedings with the Internal Revenue Service, and each Partner agrees to be bound by the actions taken by the Partnership Representative as provided in Section 6223(b) of the Code. (b) The Partnership Representative shall or shall cause the Partnership to make the election under Section 6226(a) of the Code (the “Push-Out Election”) to apply the alternative procedure to the Partnership’s payment of any “imputed underpayment” as determined under Section 6225 of the Code (the “Imputed Underpayment”) and associated interest, adjustments to tax, and penalties arising from a partnership-level adjustment that are imposed on the Partnership so that they are borne by the Partners and former Partners to whom such designations and agrees that it will execute, acknowledge, deliver, file and record at Imputed Underpayment relates as determined by the appropriate public offices such documents Partnership Representative. The Partnership Representative is authorized to take any other actions as may shall be necessary or appropriate to evidence such consenteffectuate and comply with the Push-Out Election. Each Partner consents to the Push-Out Election and agrees to take any action requested by the Partnership Representative to effectuate the Push-Out Election and to furnish the Partnership Representative with any information necessary to give effect to the Push-Out Election. B. (c) In connection with the Push-Out Election, the Partnership Representative shall provide each Partner or former Partner for the reviewed year (as defined in Proposed Regulations Section 301.6241-1(a)(8)) (the “Reviewed Year”) a statement as required by Proposed Regulations Section 301.6226-2 setting forth the applicability of any penalty, additions to tax, or additional amounts, and the adjustments to which those penalties, additions to tax, or additional amounts relate, and each Partner for the Reviewed Year (the “Reviewed Year Partner”) shall compute any penalties, additions to tax, or additional amounts applicable to it as if each correction amount were an underpayment or understatement for the first affected year (or interim year). Each Reviewed Year Partner or former Reviewed Year Partner shall provide the Partnership Representative such reasonable documentation as may be requested by the Partnership Representative proving payment of the liability pushed out to such Reviewed Year Partner pursuant to the Push-Out Election or a further Push-Out Election made by such Reviewed Year Partner. (d) In the event the Partnership is a direct or indirect member of another partnership or limited liability company (the “Subsidiary Partnership”) that is under audit and makes a Push-Out Election (including the case in which there are successive Push-Out Elections through a chain of Subsidiary Partnerships), then the Partnership Representative shall or shall cause the Partnership to make a further Push-Out election (the “Further Push-Out Election”) so that the Imputed Underpayment and associated interest, adjustments to tax, and penalties arising from an audit of a Subsidiary Partnership are borne by the Partners and former Partners of the Partnership to whom such Imputed Underpayment relates as determined by the Partnership Representative. If a Further Push-Out Election is made, the provisions of Section 6.11(b) and Section 6.11(c) hereof shall apply with respect to the Further Push-Out Election. (e) If for any reason, including without limitation, the inability to make an effective Push-Out Election or Further Push-Out Election, the Partnership is assessed the Imputed Underpayment, associated interest, adjustments to tax, or penalties (all such amounts being referred to as the “Adjustment Liability”), the Partnership shall effect a modification of the Imputed Underpayment by applying the procedure set forth in Section 6225(c)(2) of the Code and require the Partners to pay the Adjustment Liability directly to the Internal Revenue Service so that the Adjustment Liability is borne by the Partners and former Partners to whom such Imputed Underpayment relates as determined by the Partnership Representative. The Partnership shall give written notice to each Reviewed Year Partner and former Reviewed Year Partner of its share of the Adjustment Liability and the information required for the alternative procedure to filing an “amended return modification” as provided in Proposed Regulations Section 301.6225-2(d)(2)(x) (the “Alternative Procedure”), including the mailing date of the notice of proposed partnership adjustment (the “NOPPA”), and each Partner agrees to follow the Alternative Procedure and to timely pay its share of the Adjustment Liability, if any, directly to the Internal Revenue Service. Each Partner further agrees to provide the Partnership the documentation required by Proposed Regulations Section 301.6225-2(c)(2) and (d)(2) (and by any additional Internal Revenue Service guidance provided pursuant to the Proposed Regulations) evidencing its payment to the Internal Revenue Service of its share of the Adjustment Liability not later than sixty (60) Days prior to the due date for the Partnership’s request for modification of the Imputed Underpayment, which is two hundred seventy (270) Days after the date of the mailing of the NOPPA. If the Partner is a “Pass-Through Partner” (as defined in Proposed Regulations Section 301.6241-1(a)(5)), then such Pass-Through Partner shall (x) require its partners or members to follow the Alternative Procedure and provide such Pass-Through Partner with the documentation required by Proposed Regulations Section 301.6225-2(c)(2) and (d)(2) (and by any additional Internal Revenue Service guidance provided pursuant to the Proposed Regulations) supporting the computation and payment of the Adjustment Liability by its partners or members, and (y) provide such documentation to the Partnership not later than sixty (60) Days prior to the due date for the Partnership’s request for a modification of the Imputed Underpayment. If a Partner fails to timely submit all required evidence of proper execution of the Alternative Procedure and the payment to the Internal Revenue Service of its share of the Adjustment Liability or of its partners’ or members’ payment of their respective shares of the Adjustment Liability to the Internal Revenue Service, then the Partnership shall (i) withhold such Partner’s share of the Adjustment Liability, if any, from cash otherwise currently distributable to such Partner pursuant to this Agreement, and (ii) to the extent cash is not distributable to such Partner for the taxable quarter in which the Adjustment Liability must be paid, but in all events prior to the date on which the Adjustment Liability must be paid, the Failure to Comply Remedies shall apply. In the event the Internal Revenue Service denies the Partnership’s modification request in whole or in part, then the Partnership shall give written notice to each Partner not less than thirty (30) Days prior to the date the Partnership must make the payment of the Adjustment Liability to the Internal Revenue Service, setting forth each Partner’s share, if any, of the Adjustment Liability and the date on which the Partnership must make the payment, and each Partner shall, not later than three (3) Business Days prior to the date the Partnership must pay the Adjustment Liability to the Internal Revenue Service, make a payment to the Partnership in readily available funds of such Partner’s share of the Adjustment Liability. If a Partner fails to timely make such payment to the Partnership, then the Failure to Comply Remedies shall apply. (f) In the event a Subsidiary Partnership does not or is unable to make an effective Push-Out Election, is required to pay its Adjustment Liability, and elects to follow the Alternative Procedure, then each Partner and each Pass-Through Partner shall follow the procedures and timing set forth above in Section 6.11(e) hereof for payment of its share of the Adjustment Liability to the Internal Revenue Service and the provision of the required documentation to the Partnership. If a Partner fails to timely submit all required evidence of proper execution of the Alternative Procedure and the payment to the Internal Revenue Service of its share of the Adjustment Liability or of its partners’ or members’ respective shares of the Adjustment Liability to the Internal Revenue Service, then the Failure to Timely Comply Remedies shall apply. Alternatively, if the Subsidiary Partnership does not elect to follow the Alternative Procedure, or if the Internal Revenue Service denies the Subsidiary Partnership’s modification request in whole or in part, then the Partnership shall give written notice to each Partner not less than thirty (30) Days prior to the date the Partnership must make the payment to the Subsidiary Partnership, setting forth each Partner’s share, if any, of the Adjustment Liability and the date on which the Partnership must make the payment, and each Partner shall, not later than three (3) Business Days prior to the date the Partnership must pay the Adjustment Liability to the Subsidiary Partnership, make a payment to the Partnership in readily available funds of such Partner’s share of the Adjustment Liability. If a Partner fails to timely make such payment to the Partnership, then the Failure to Comply Remedies shall apply. (g) For the purpose of determining a Partner’s Capital Account, any amount of cash otherwise distributable to a Partner that is retained by the Partnership pursuant to this Section 6.11 shall be treated as if such cash had been actually distributed to such Partner pursuant to Section 5.2 or Section 11.1(a) hereof, as applicable. Any Adjustment Liability actually remitted or deemed remitted to the Partnership by a Partner pursuant to this Section 6.11 shall not increase such Partner’s Capital Account and shall be treated as a reimbursement to the Partnership by such Partner of such Partner’s share of the Adjustment Liability paid or to be paid by the Partnership to the Internal Revenue Service on such Partner’s behalf. (h) The Partnership Representative shall have keep the sole authority Partnership apprised of the status of any Partnership audit or court proceeding. (i) Any and all expenses incurred by the Partnership Representative in serving as such shall be at the Partnership’s expense and shall be paid by the Partnership. Notwithstanding the foregoing, it shall be the responsibility of each Partner, at its own expense, to employ tax counsel to represent its separate interests. No Partner shall file a notice with the Internal Revenue Service under Section 6222(c) of the Code in connection with such Partner’s intention to treat an item on such Partner’s federal income tax return in a manner that is inconsistent with the treatment of such item on the Partnership’s federal income tax return, unless such Partner has, not less than thirty (30) Days prior to the filing of such notice, provided the Partnership Representative with a copy of the notice and thereafter in a timely manner provides such other information related thereto as the Partnership Representative shall reasonably request. (j) To the fullest extent permitted by law, the Partnership shall and does hereby indemnify, defend, and hold harmless the Partnership Representative and its agents, including, without limitation, the Designated Individual, from and against any and all (i) loss, cost, or expense, including without limitation, attorneys’ fees and court costs, that may be asserted against, imposed on, or suffered by the Partnership Representative or its agents by reason of any act performed for or on behalf of the Partnership in connection with and make all relevant decisions regarding application of its capacity as Partnership Representative or agent thereof to the Partnership Audit Rulesextent authorized hereby, including, but not limited to, any elections under the Partnership Audit Rules or any decisions to settle, compromise, challenge, litigate or otherwise alter the defense by reason of any proceeding before the IRS. C. The Partners agree omission, and (ii) 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 cooperate in good faith to timely provide information requested acts or omissions by the Partnership Representative as needed to comply with the Partnership Audit Rules, including, without limitation, to make any elections available to the Partnership under the Partnership Audit Rules. Each Partner agrees that, upon request of the Partnership, such Partner shall take such actions as may be necessary or desirable its agents adjudged (as determined by the Partnership Representativex) to (i) allow the Partnership to comply with the provisions of Section 6226 of the Partnership Audit Rules so that any “partnership adjustments” (as defined have been undertaken in Section 6241(2) of the Partnership Audit Rules) are taken into account by the Partners and former Partners rather than the Partnership; (ii) use the provisions of Section 6225(c) of the Partnership Audit Rules including, but not limited to, filing amended tax returns with respect to any “reviewed year” (within the meaning of Section 6225(d)(1) of the Partnership Audit Rules) or using the alternative procedure to filing amended returns to reduce the amount of any partnership adjustment otherwise required to be taken into account by the Partnership bad faith or (iiiy) otherwise allow the Partnership and its Partners to address and respond to any matters arising under the Partnership Audit Rules. D. Notwithstanding other provisions of this Agreement to the contrary, if any partnership adjustment is determined with respect to the Partnership, the Partnership Representative may cause the Partnership to elect pursuant to Section 6226 of the Partnership Audit Rules to have such adjustment passed through to the Partners for the year to which the adjustment relates (i.e., the “reviewed year” within the meaning of Section 6225(d)(1) of the Partnership Audit Rules). In the event that the Partnership Representative has not caused the Partnership to so elect pursuant to Section 6226 of the Partnership Audit Rules, then any “imputed underpayment” (as determined in accordance with Section 6225 of the Partnership Audit Rules) constituted recklessness or partnership adjustment that does not give rise to an “imputed underpayment” shall be apportioned among the Partners of the Partnership for the taxable year in which the adjustment is finalized in such manner as may be necessary (as determined intentional wrongdoing by the Partnership Representative in good faithor its agents. (k) so that, The provisions of this Section 6.11 and a Partner’s obligation to reimburse the maximum extent possible, the tax and economic consequences of the imputed underpayment or other partnership adjustment and any associated interest and penalties (any Partnership pursuant to this Section 6.11 shall survive such amount, an “Imputed Underpayment Amount”) are borne by the Partners based upon their interests Partner’s membership in the Partnership for and the reviewed year. Imputed Underpayment Amounts also shall include any imputed underpayment within the meaning of Section 6225 of the Partnership Audit Rules paid (or payable) by any entity treated as a partnership for U.S. federal income tax purposes in which the Partnership 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 Partnership bears the economic burden of such amounts, whether by law or contract. E. Each Partner agrees to indemnify and hold harmless the Partnership from and against any liability with respect to such Partner’s share of any tax deficiency paid or payable by the Partnership that is allocable to the Partner as determined in accordance with the second to last sentence of paragraph D above with respect to an audited or reviewed taxable year for which such Partner was a partner in the Partnership. The obligations set forth in this paragraph E shall survive the termination of any Partner’s interest in the Partnership, the termination of this Agreement and/or the termination, dissolution, liquidation or liquidation, winding up up, and termination of the Partnership, and shall remain binding on each Partner for the period purposes of time necessary to resolve with the IRS (or any other applicable taxing authority) all income tax matters relating to this Section 6.11, the Partnership and for Partners to satisfy their indemnification obligations, if any, pursuant to this Section 10.4. Any obligation of a Partner pursuant to this paragraph E shall be implemented through adjustments to distributions otherwise payable to such Partner as determined in accordance with Article 5; provided, however, that, at the written request of the Partnership Representative, each Partner or former Partner may be required to contribute to the Partnership such Partner’s Imputed Underpayment Amount imposed on and paid by the Partnership; provided further, that if a Partner or former Partner individually directly pays, pursuant to the Partnership Audit Rules, any such Imputed Underpayment Amount, then such payment shall reduce any offset to distribution or required capital contribution of such Partner or former Partner. Any amount withheld from distributions pursuant to this paragraph E shall be treated as an amount distributed to such continuing in existence. The Partnership may pursue and enforce all rights and remedies it may have against a Partner or former Partner for all purposes under this AgreementSection 6.11, including instituting a lawsuit to collect reimbursement with interest calculated at the Interest Rate. To the extent permitted by applicable law, the provisions contained in this Section 6.11 shall be binding on the Partnership’s successors and assigns. F. All expenses incurred by (l) The Partnership Representative shall be responsible for representing the Partnership Representative or Designated Individual in connection with its duties as partnership representative or designated individual, as applicable, shall be expenses of the Partnership (including, for the avoidance of doubt, any costs and expenses incurred in connection all dealings with any claims asserted against state, local, or foreign tax authority and shall have the Partnership Representative or Designated Individualauthority to make all state, as applicable, except, in the case of the Partnership Representative, to the extent the Partnership Representative is determined to have performed its duties in the manner described in the final sentence of this paragraph Flocal, and the Partnership shall reimburse the Partnership Representative or Designated Individualforeign tax elections and to settle any state, as applicable, for all such costs and expenses). Nothing herein shall be construed to restrict the Partnership Representative or Designated Individual from engaging lawyers, accountants, tax adviserslocal, or other professional advisers or experts foreign tax audits. 5. The Amended Partnership Agreement is hereby amended to assist add the Partnership Representative or Designated Individual in discharging its duties hereunder. Neither the Partnership Representative nor the Designated Individual shall be liable to the Partnership, any Partner 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 following new Section 10.4; provided, however, that the Partnership Representative may be so liable if it or the Designated Individual has engaged in (i) willful breach of any provision of this Section 10.4 or (ii) fraud, willful misconduct or gross negligence, in each case, with respect to its performance of its duties pursuant to this Section 10.4.6.12 thereto:

Partnership Representative. A. The General Partner is hereby designated to serve as the “partnership representative” with respect to the Partnership, as provided in Section 6223(a) of the Partnership Audit Rules (the “Partnership Representative”). For each taxable year in which the Partnership Representative is an entity, the Partnership shall appoint the “designated individual” identified by the Partnership Representative to act on behalf of the Partnership Representative in accordance with the applicable Treasury Regulations (the “Designated Individual”). Each Partner expressly consents to such designations and agrees that it will execute, acknowledge, deliver, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. B. The Partnership Representative shall have the sole authority to act on behalf of the Partnership in connection with and make all relevant decisions regarding application of the Partnership Audit Rules, including, but not limited to, any elections under the Partnership Audit Rules or any decisions to settle, compromise, challenge, litigate or otherwise alter the defense of any proceeding before the IRS. C. The Partners agree to cooperate in good faith to timely provide information requested by the Partnership Representative as needed to comply with the Partnership Audit Rules, including, without limitation, to make any elections available to the Partnership under the Partnership Audit Rules. Each Partner agrees that, upon request of the Partnership, such Partner shall take such actions as may be necessary or desirable (as determined by the Partnership Representative) to (i) allow the Partnership to comply with the provisions of Section 6226 of the Partnership Audit Rules so that any “partnership adjustments” (as defined in Section 6241(2) of the Partnership Audit Rules) are taken into account by the Partners and former Partners rather than the Partnership; (ii) use the provisions of Section 6225(c) of the Partnership Audit Rules including, but not limited to, filing amended tax returns with respect to any “reviewed year” (within the meaning of Section 6225(d)(1) of the Partnership Audit Rules) or using the alternative procedure to filing amended returns to reduce the amount of any partnership adjustment otherwise required to be taken into account by the Partnership or (iii) otherwise allow the Partnership and its Partners to address and respond to any matters arising under the Partnership Audit Rules. D. Notwithstanding other provisions of this Agreement to the contrary, if any partnership adjustment is determined with respect to the Partnership, the Partnership Representative may cause the Partnership to elect pursuant to Section 6226 of the Partnership Audit Rules to have such adjustment passed through to the Partners for the year to which the adjustment relates (i.e., the “reviewed year” within the meaning of Section 6225(d)(1) of the Partnership Audit Rules). In the event that the Partnership Representative has not caused the Partnership to so elect pursuant to Section 6226 of the Partnership Audit Rules, then any “imputed underpayment” (as determined in accordance with Section 6225 of the Partnership Audit Rules) or partnership adjustment that does not give rise to an “imputed underpayment” shall be apportioned among the Partners of the Partnership 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) 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 Partners based upon their interests in the Partnership for the reviewed year. Imputed Underpayment Amounts also shall include any imputed underpayment within the meaning of Section 6225 of the Partnership Audit Rules paid (or payable) by any entity treated as a partnership for U.S. federal income tax purposes in which the Partnership 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 Partnership bears the economic burden of such amounts, whether by law or contract. E. Each Partner agrees to indemnify and hold harmless the Partnership from and against any liability with respect to such Partner’s share of any tax deficiency paid or payable by the Partnership that is allocable to the Partner as determined in accordance with the second to last sentence of paragraph D (D) above with respect to an audited or reviewed taxable year for which such Partner was a partner in the Partnership. The obligations set forth in this paragraph E (E) shall survive the termination of any Partner’s interest in the Partnership, the termination of this Agreement and/or the termination, dissolution, liquidation or winding up of the Partnership, and shall remain binding on each Partner for the period of time necessary to resolve with the IRS (or any other applicable taxing authority) all income tax matters relating to the Partnership and for Partners to satisfy their indemnification obligations, if any, pursuant to this Section 10.4. Any obligation of a Partner pursuant to this paragraph E (E) shall be implemented through adjustments to distributions otherwise payable to such Partner as determined in accordance with Article 5; provided, provided however, that, at the written request of the Partnership Representative, each Partner or former Partner may be required to contribute to the Partnership such Partner’s Imputed Underpayment Amount imposed on and paid by the Partnership; provided further, that if a Partner or former Partner individually directly pays, pursuant to the Partnership Audit Rules, any such Imputed Underpayment Amount, then such payment shall reduce any offset to distribution or required capital contribution of such Partner or former Partner. Any amount withheld from distributions pursuant to this paragraph E (E) shall be treated as an amount distributed to such Partner or former Partner for all purposes under this Agreement. F. All expenses incurred by the Partnership Representative or Designated Individual in connection with its duties as partnership representative or designated individual, as applicable, shall be expenses of the Partnership (including, for the avoidance of doubt, any costs and expenses incurred in connection with any claims asserted against the Partnership Representative or Designated Individual, as applicable, except, in the case of the Partnership Representative, to the extent the Partnership Representative is determined to have performed its duties in the manner described in the final sentence of this paragraph (F), and the Partnership shall reimburse the Partnership Representative or Designated Individual, as applicable, for all such costs and expenses). Nothing herein shall be construed 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 the Designated Individual shall be liable to the Partnership, any Partner 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 10.4; provided, however, that the Partnership Representative may be so liable if it or the Designated Individual has engaged in (i) willful breach of any provision of this Section 10.4 or (ii) fraud, willful misconduct or gross negligence, in each case, with respect to its performance of its duties pursuant to this Section 10.4.

Partnership Representative. A. (a) The General Partner is hereby designated to serve as the “partnership representative” with respect to the Partnership, (as provided such term is defined in Section 6223(a6223 of the BBA Audit Rules) of the Partnership Audit Rules (the “Partnership Representative”). For each taxable year in which ) shall be the Partnership Representative is an entity, the Partnership shall appoint the “General Partner or any successor designated individual” identified by the Partnership Representative General Partner. Each Partner, by its execution of this Agreement, consents to act on behalf such designation of the Partnership Representative in accordance with the applicable Treasury Regulations (the “Designated Individual”). Each Partner expressly consents to such designations Representative, and agrees that it will to 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. B. The Partnership Representative shall have . To the sole authority to act on behalf of extent and in the Partnership in connection with manner provided by applicable Code sections and make all relevant decisions regarding application of the Partnership Audit RulesTreasury Regulations thereunder, including, but not limited to, any elections under the Partnership Audit Rules or any decisions to settle, compromise, challenge, litigate or otherwise alter the defense of any proceeding before the IRS. C. The Partners agree to cooperate in good faith to timely provide information requested by the Partnership Representative as needed to comply with the Partnership Audit Rules, including, without limitation, to make any elections available to the Partnership under the Partnership Audit Rules. Each Partner agrees that, upon request of the Partnership, such Partner shall take such actions as may be necessary or desirable (as determined by the Partnership Representative) to (i) allow shall furnish the Partnership name, address and taxpayer identification number of each Partner to comply with the provisions of Section 6226 of the Partnership Audit Rules so that any “partnership adjustments” (as defined in Section 6241(2) of the Partnership Audit Rules) are taken into account by the Partners IRS and former Partners rather than the Partnership; (ii) use shall inform each Partner of administrative or judicial proceedings for the provisions adjustment of Section 6225(c) of the Partnership Audit Rules including, but not limited to, filing amended tax returns with respect to any “reviewed year” (within the meaning of Section 6225(d)(1) of the Partnership Audit Rules) or using the alternative procedure to filing amended returns to reduce the amount of any partnership adjustment otherwise items required to be taken into account by a Partner for income tax purposes. The Partnership Representative shall act reasonably at all times and keep the Partnership or other Partners reasonably informed about its actions. (iiib) otherwise allow the Partnership Each Partner shall be considered to have retained such rights (and its Partners to address and respond to any matters arising obligations, if any) as are provided for under the Partnership Audit Rules. D. Notwithstanding Code or any other provisions of this Agreement to the contrary, if any partnership adjustment is determined applicable law with respect to any examination, proposed adjustment or proceeding relating to Partnership tax items. The Partnership Representative shall notify the PartnershipPartners, within thirty (30) days after the Partnership Representative receives notice from the IRS, of any administrative proceeding with respect to an examination of, or proposed adjustment to, any Partnership tax items, and shall promptly provide the Partners with copies of relevant written materials. The Partnership Representative shall provide the Partners with notice of its intention to extend the statute of limitations or file a tax claim in any court at least ten (10) days before taking such action. (c) Unless the Majority Class A Limited Partners direct otherwise, the Partnership Representative may cause shall use reasonable best efforts to make the Partnership to elect pursuant to election described in Section 6226 of the Partnership BBA Audit Rules with respect to have each final partnership adjustment. If the Partnership is subject to any tax liabilities under the BBA Audit Rules, the General Partner shall use reasonable efforts to allocate such adjustment passed through to liabilities among the Partners for the year in a fair and equitable manner, taking into account any modifications attributable to which the adjustment relates (i.e., the “reviewed year” within the meaning of such a member pursuant to Section 6225(d)(16225(c) of the Partnership BBA Audit RulesRules (if applicable). In the event that the Partnership Representative has not caused the Partnership to Any Tax Liabilities so elect pursuant to Section 6226 of the Partnership Audit Rules, then any “imputed underpayment” (as determined in accordance with Section 6225 of the Partnership Audit Rules) or partnership adjustment that does not give rise to an “imputed underpayment” shall be apportioned among the Partners of the Partnership 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) 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 Partners based upon their interests in the Partnership for the reviewed year. Imputed Underpayment Amounts also shall include any imputed underpayment within the meaning of Section 6225 of the Partnership Audit Rules paid (or payable) by any entity treated as a partnership for U.S. federal income tax purposes in which the Partnership 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 Partnership bears the economic burden of such amounts, whether by law or contract. E. Each Partner agrees to indemnify and hold harmless the Partnership from and against any liability with respect to such Partner’s share of any tax deficiency paid or payable by the Partnership that is allocable to the Partner as determined in accordance with the second to last sentence of paragraph D above with respect to an audited or reviewed taxable year for which such Partner was a partner in the Partnership. The obligations set forth in this paragraph E shall survive the termination of any Partner’s interest in the Partnership, the termination of this Agreement and/or the termination, dissolution, liquidation or winding up of the Partnership, and shall remain binding on each Partner for the period of time necessary to resolve with the IRS (or any other applicable taxing authority) all income tax matters relating to the Partnership and for Partners to satisfy their indemnification obligations, if any, pursuant to this Section 10.4. Any obligation of a Partner pursuant to this paragraph E shall be implemented through adjustments to distributions otherwise payable to such Partner as determined in accordance with Article 5; provided, however, that, at the written request of the Partnership Representative, each Partner or former Partner may be required to contribute to the Partnership such Partner’s Imputed Underpayment Amount imposed on and paid by the Partnership; provided further, that if a Partner or former Partner individually directly pays, pursuant to the Partnership Audit Rules, any such Imputed Underpayment Amount, then such payment shall reduce any offset to distribution or required capital contribution of such Partner or former Partner. Any amount withheld from distributions pursuant to this paragraph E allocated shall be treated as an amount distributed to such Partner or former Partner for all purposes under this Agreement. F. All expenses incurred by the Partnership Representative or Designated Individual in connection with its duties as partnership representative or designated individual, as applicable, shall be expenses of the Partnership (including, for the avoidance of doubt, any costs and expenses incurred in connection with any claims asserted against the Partnership Representative or Designated Individual, as applicable, except, in the case of the Partnership Representative, withholding taxes subject to the extent the Partnership Representative is determined to have performed its duties in the manner described in the final sentence provisions of this paragraph F, and the Partnership shall reimburse the Partnership Representative or Designated Individual, as applicable, for all such costs and expenses). Nothing herein shall be construed 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 the Designated Individual shall be liable to the Partnership, any Partner 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 10.4; provided, however, that the Partnership Representative may be so liable if it or the Designated Individual has engaged in (i) willful breach of any provision of this Section 10.4 or (ii) fraud, willful misconduct or gross negligence, in each case, with respect to its performance of its duties pursuant to this Section 10.48.6.

Partnership Representative. A. The General Partner provisions of this Section 11.1 shall apply for taxable years beginning after December 31, 2017 (or any earlier year, if the Board so elects and in each case where such Board approval is hereby designated required in this Section 11.1, such action shall require a Director Regular Vote), and all references to serve as the “partnership representativeCode” with respect to are as amended by the Partnership, as provided in Section 6223(a) of the New Partnership Audit Rules Rules. (a) The Board shall designate a partnership representative (in such capacity, the “Partnership Representative”) to act under Section 6233 of the Code and in any similar capacity under state, local or non-U.S. law, as applicable. The Board has initially designated the Vice President of Finance to serve as the Partnership Representative. The Partnership Representative may be removed and replaced by the Board at any time in its sole discretion. (b) The Partnership Representative, in consultation with the audit committee or such other committee designated by the Board, 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, and to expend Company funds for professional services and other expenses reasonably incurred in connection therewith. The Partnership Representative may authorize a Member (in such capacity, an “Authorized Member”) to assist the Partnership Representative in representing the Company (at the Company’s expense) in connection with any such tax examination. 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 be authorized to make any available election, to the extent eligible, under Code Sections 6221 through 6241 and take any action it deems necessary or appropriate to comply with the requirements of the Code and the conduct of the Company under Code Sections 6221 through 6241, but in each case only with the approval of the Board. (c) The Partnership Representative shall keep all Members reasonably advised on a current basis of any contacts by or discussions with the tax authorities, and the Members shall have the right to observe and participate through representatives of their own choosing (at their sole expense) in any tax proceedings. In the event of an inquiry by the Internal Revenue Service, the Partnership Representative is authorized to seek assistance from Members and their respective tax resources. Members acting in such capacity shall have the same protections as the Partnership Representative related to recourse from other Members as set forth in Section 11.1(g) below. Nothing herein shall diminish, limit or restrict the rights of any Member under the New Partnership Audit Rules. (d) Except as expressly provided otherwise in Article XII, the Members shall have no claim against the Company, the Board, the Partnership Representative or any Authorized Member for any form of damages or liability as a result of actions taken or remedies pursued by or on behalf of the Company in order to comply with Sections 6231 through 6241 of the Code or similar provisions of state, local or non-U.S. Law. (e) In the case of any adjustment by the IRS in the amount of any item of income, gain, loss, deduction, or credit of the Company or any Member’s distributive share thereof (“IRS Adjustment”), the Partnership Representative shall respond to such IRS Adjustment in accordance with this Agreement, as approved by the Board. For each “Adjustment Year” means (1) in the case of an adjustment pursuant to the decision of a court, the Company’s taxable year in which the Partnership Representative is decision becomes final; (2) in the case of an entityadministrative adjustment request, the Partnership shall appoint the “designated individual” identified by the Partnership Representative to act on behalf of the Partnership Representative in accordance with the applicable Treasury Regulations (the “Designated Individual”). Each Partner expressly consents to such designations and agrees that it will execute, acknowledge, deliver, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. B. The Partnership Representative shall have the sole authority to act on behalf of the Partnership in connection with and make all relevant decisions regarding application of the Partnership Audit Rules, including, but not limited to, any elections under the Partnership Audit Rules or any decisions to settle, compromise, challenge, litigate or otherwise alter the defense of any proceeding before the IRS. C. The Partners agree to cooperate in good faith to timely provide information requested by the Partnership Representative as needed to comply with the Partnership Audit Rules, including, without limitation, to make any elections available to the Partnership under the Partnership Audit Rules. Each Partner agrees that, upon request of the Partnership, such Partner shall take such actions as may be necessary or desirable (as determined by the Partnership Representative) to (i) allow the Partnership to comply with the provisions of Section 6226 of the Partnership Audit Rules so that any “partnership adjustments” (as defined in Section 6241(2) of the Partnership Audit Rules) are taken into account by the Partners and former Partners rather than the Partnership; (ii) use the provisions of Section 6225(c) of the Partnership Audit Rules including, but not limited to, filing amended tax returns with respect to any “reviewed year” (within the meaning of Section 6225(d)(1) of the Partnership Audit Rules) or using the alternative procedure to filing amended returns to reduce the amount of any partnership adjustment otherwise required to be taken into account by the Partnership or (iii) otherwise allow the Partnership and its Partners to address and respond to any matters arising under the Partnership Audit Rules. D. Notwithstanding other provisions of this Agreement to the contrary, if any partnership adjustment is determined with respect to the Partnership, the Partnership Representative may cause the Partnership to elect pursuant to Section 6226 of the Partnership Audit Rules to have such adjustment passed through to the Partners for the year to which the adjustment relates (i.e., the “reviewed year” within the meaning of Section 6225(d)(1) of the Partnership Audit Rules). In the event that the Partnership Representative has not caused the Partnership to so elect pursuant to Section 6226 of the Partnership Audit Rules, then any “imputed underpayment” (as determined in accordance with Section 6225 of the Partnership Audit Rules) or partnership adjustment that does not give rise to an “imputed underpayment” shall be apportioned among the Partners of the Partnership for the Company’s taxable year in which the administrative adjustment is finalized made; or (3) in such manner as may be necessary (as determined by the Partnership Representative in good faith) so that, to the maximum extent possibleany other case, 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 Partners based upon their interests in the Partnership for the reviewed year. Imputed Underpayment Amounts also shall include any imputed underpayment within the meaning of Section 6225 of the Partnership Audit Rules paid (or payable) by any entity treated as a partnership for U.S. federal income tax purposes Company’s taxable year in which the Partnership holds (or has held) a direct or indirect interest other than through entities treated as corporations for U.S. federal income tax purposes to notice of final partnership adjustment is mailed. “Reviewed Year” means the extent that the Partnership bears the economic burden of such amounts, whether by law or contract. E. Each Partner agrees to indemnify and hold harmless the Partnership from and against any liability with respect to such PartnerCompany’s share of any tax deficiency paid or payable by the Partnership that is allocable to the Partner as determined in accordance with the second to last sentence of paragraph D above with respect to an audited or reviewed taxable year for to which such Partner was a partner in the Partnership. The obligations set forth in this paragraph E shall survive the termination of any Partner’s interest in the Partnership, the termination of this Agreement and/or the termination, dissolution, liquidation or winding up of the Partnership, and shall remain binding on each Partner for the period of time necessary to resolve with the IRS (or any other applicable taxing authority) all income tax matters relating to the Partnership and for Partners to satisfy their indemnification obligations, if any, pursuant to this Section 10.4. Any obligation of a Partner pursuant to this paragraph E shall be implemented through adjustments to distributions otherwise payable to such Partner as determined in accordance with Article 5; provided, however, that, at the written request of the Partnership Representative, each Partner or former Partner may be required to contribute to the Partnership such Partner’s Imputed Underpayment Amount imposed on and paid by the Partnership; provided further, that if a Partner or former Partner individually directly pays, pursuant to the Partnership Audit Rules, any such Imputed Underpayment Amount, then such payment shall reduce any offset to distribution or required capital contribution of such Partner or former Partner. Any amount withheld from distributions pursuant to this paragraph E shall be treated as an amount distributed to such Partner or former Partner for all purposes under this Agreementitem being adjusted related. F. All expenses incurred by the Partnership Representative or Designated Individual in connection with its duties as partnership representative or designated individual, as applicable, shall be expenses of the Partnership (including, for the avoidance of doubt, any costs and expenses incurred in connection with any claims asserted against the Partnership Representative or Designated Individual, as applicable, except, in the case of the Partnership Representative, to the extent the Partnership Representative is determined to have performed its duties in the manner described in the final sentence of this paragraph F, and the Partnership shall reimburse the Partnership Representative or Designated Individual, as applicable, for all such costs and expenses). Nothing herein shall be construed 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 the Designated Individual shall be liable to the Partnership, any Partner 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 10.4; provided, however, that the Partnership Representative may be so liable if it or the Designated Individual has engaged in (i) willful breach of any provision of this Section 10.4 or (ii) fraud, willful misconduct or gross negligence, in each case, with respect to its performance of its duties pursuant to this Section 10.4.

Partnership Representative. A. The General Partner is hereby shall be designated to serve as the “partnership representative” with respect to within the Partnership, as provided in meaning of Section 6223(a) of the Partnership Audit Rules Code as in effect for the first Fiscal Year beginning after December 31, 2017 and thereafter (in such capacity, the “Partnership Representative”). For each taxable year In the event of an audit of the Partnership pursuant to the partnership audit procedures (the “BBA Procedures”) enacted under Section 1101 of the Bipartisan Budget Act of 2015 (the “BBA”), the Partnership Representative, in which 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 or the Partnership under the BBA Procedures (including any election under Section 6226 of the Code as amended by the BBA). If an election under Section 6226(a) of the Code (as amended by the BBA) is an entitymade, the Partnership shall appoint furnish to each Partner for the “designated individual” identified year under audit a statement of the Partner’s share of any adjustment set forth in the notice of final partnership adjustment, and each Partner shall take such adjustment into account as required under Section 6226(b) of the Code (as amended by the Partnership Representative to act on behalf of the Partnership Representative in accordance with the applicable Treasury Regulations (the “Designated Individual”BBA). Each Partner expressly consents to such designations and agrees that it will execute, acknowledge, deliver, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. B. The Partnership Representative shall have the sole authority to act on behalf of the Partnership in connection with and make all relevant decisions regarding application of the Partnership Audit Rules, including, but not limited to, any elections under the Partnership Audit Rules or any decisions to settle, compromise, challenge, litigate or otherwise alter the defense of any proceeding before the IRS. C. The Partners agree to cooperate in good faith to timely provide information requested by the Partnership Representative as needed to comply with the Partnership Audit Rules, including, without limitation, to make any elections available to the Partnership under the Partnership Audit Rules. Each Partner agrees that, upon request of the Partnership, such Partner shall take such actions as may be necessary or desirable (as determined by the Partnership Representative) to (i) allow the Partnership to comply with the provisions of Section 6226 of the Partnership Audit Rules so that any “partnership adjustments” (as defined in Section 6241(2) of the Partnership Audit Rules) are taken into account by the Partners and former Partners rather than the Partnership; (ii) use the provisions of Section 6225(c) of the Partnership Audit Rules including, but not limited to, filing amended tax returns with respect to any “reviewed year” (within the meaning of Section 6225(d)(1) of the Partnership Audit Rules) or using the alternative procedure to filing amended returns to reduce the amount of any partnership adjustment otherwise required to be taken into account by the Partnership or (iii) otherwise allow the Partnership and its Partners to address and respond to any matters arising under the Partnership Audit Rules. D. Notwithstanding other provisions of this Agreement to the contrary, if any partnership adjustment is determined with respect to the Partnership, the Partnership Representative may cause the Partnership to elect pursuant to Section 6226 of the Partnership Audit Rules to have such adjustment passed through to the Partners for the year to which the adjustment relates (i.e., the “reviewed year” within the meaning of Section 6225(d)(1) of the Partnership Audit Rules). In the event that the Partnership Representative has not caused the Partnership to so elect pursuant to Section 6226 of the Partnership Audit Rules, then any “imputed underpayment” (as determined in accordance with Section 6225 of the Partnership Audit Rules) or partnership adjustment that does not give rise to an “imputed underpayment” shall be apportioned among the Partners of the Partnership 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) 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 Partners based upon their interests in the Partnership for the reviewed year. Imputed Underpayment Amounts also shall include any imputed underpayment within the meaning of Section 6225 of the Partnership Audit Rules paid (or payable) by any entity treated as a partnership for U.S. federal income tax purposes in which the Partnership 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 Partnership bears the economic burden of such amounts, whether by law or contract. E. Each Partner hereby agrees to indemnify and hold harmless the Partnership and the Partnership Representative from and against any liability with respect to such the Partner’s proportionate share of any tax deficiency paid liability (including related interest and penalties) asserted or payable by imposed at the Partnership that is allocable to the Partner as determined in accordance with the second to last sentence of paragraph D above with respect to an audited or reviewed taxable year for which such Partner was a partner in the Partnership. The obligations set forth in this paragraph E shall survive the termination of any Partner’s interest in the Partnership, the termination of this Agreement and/or the termination, dissolution, liquidation or winding up of the Partnership, and shall remain binding on each Partner for the period of time necessary to resolve with the IRS (or any other applicable taxing authority) all income tax matters relating to the Partnership and for Partners to satisfy their indemnification obligations, if any, pursuant to this Section 10.4. Any obligation of a Partner pursuant to this paragraph E shall be implemented through adjustments to distributions otherwise payable to such Partner as determined in accordance with Article 5; provided, however, that, at the written request of the Partnership Representative, each Partner or former Partner may be required to contribute to the Partnership such Partner’s Imputed Underpayment Amount imposed on and paid by the Partnership; provided further, that if a Partner or former Partner individually directly pays, pursuant to the Partnership Audit Rules, any such Imputed Underpayment Amount, then such payment shall reduce any offset to distribution or required capital contribution of such Partner or former Partner. Any amount withheld from distributions pursuant to this paragraph E shall be treated as an amount distributed to such Partner or former Partner for all purposes under this Agreement. F. All expenses incurred by the Partnership Representative or Designated Individual in connection with its duties as partnership representative or designated individual, as applicable, shall be expenses of the Partnership (including, for the avoidance of doubt, any costs and expenses incurred level in connection with any claims asserted against the Partnership Representative or Designated Individual, as applicable, except, in the case federal income tax audit of the Partnership Representative, to the extent the Partnership Representative regardless of whether such Partner is determined to have performed its duties a Partner in the manner described year in which an Internal Revenue Service adjustment is proposed or made. The foregoing covenants and indemnification obligation of the final sentence Partner shall survive indefinitely and shall not terminate, without regard to any transfer of this paragraph Fa Partner’s Interest, and the Partnership shall reimburse the Partnership Representative or Designated Individual, withdrawal as applicable, for all such costs and expenses). Nothing herein shall be construed to restrict the Partnership Representative or Designated Individual from engaging lawyers, accountants, tax advisersa Partner, or other professional advisers liquidation, dissolution or experts to assist the Partnership Representative or Designated Individual in discharging its duties hereunder. Neither the Partnership Representative nor the Designated Individual shall be liable to termination of the Partnership, any Partner 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 10.4; provided, however, that the Partnership Representative may be so liable if it or the Designated Individual has engaged in (i) willful breach of any provision of this Section 10.4 or (ii) fraud, willful misconduct or gross negligence, in each case, with respect to its performance of its duties pursuant to this Section 10.4.

Partnership Representative. A. (a) The General Partner is hereby designated to serve as shall be the “partnership representative” with respect to the Partnership, as provided in Section 6223(a) of the Partnership Audit Rules within the meaning of the Internal Revenue Code of 1986 (the “Code”) Section 6223 (as amended by the Bipartisan Budget Act of 2015 (Pub. L. 114-74) (the “2015 Budget Act”)) (the “Partnership Representative”). For each taxable year in ) for any period during which the Partnership is permitted or required to have a Partnership Representative and shall serve as such until its successor is an entity, the Partnership shall appoint the “duly designated individual” identified by the Partnership Representative to act on behalf of the Partnership Representative in accordance with the applicable Treasury Regulations (the “Designated Individual”)General Partner. Each Partner expressly consents to such designations and agrees that it will execute, acknowledge, deliver, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. B. The Partnership Representative shall have the sole authority to act on behalf take any action that may be taken by a “partnership representative” under the provisions of Subchapter C of Chapter 63 of the Partnership in connection with and make all relevant decisions regarding application Code, as revised by Section 1101 of the Partnership 2015 Budget Act, as such provisions may thereafter be amended and including Treasury regulations or other guidance issued thereunder (the “2015 Budget Act Audit Rules”). (b) To the maximum extent permitted under the 2015 Budget Act Audit Rules, as reasonably determined by the Partnership Representative in consultation with the Partnership’s tax advisers, the Partnership may elect, and each Partner will cooperate in electing, under Section 6226(a) of the Code (as amended by the 2015 Budget Act) or otherwise, for Section 6225 of the Code (as amended by the 2015 Budget Act) not to apply, and for each Partner to take any adjustment into account as provided in Section 6226(a) of the Code (as amended by the 2015 Budget Act). (c) The General Partner shall be authorized to perform all duties imposed by Sections 6221 through 6233 of the Code on the General Partner as “tax matters partner” of the Partnership, including, but not limited to, any elections under the Partnership Audit Rules or any decisions following: (a) the power to settle, compromise, challenge, litigate or otherwise alter the defense of any proceeding before the IRS. C. The Partners agree to cooperate in good faith to timely provide information requested by the Partnership Representative as needed to comply with the Partnership Audit Rules, including, without limitation, to make any elections available to the Partnership under the Partnership Audit Rules. Each Partner agrees that, upon request of the Partnership, such Partner shall take such actions as may be necessary or desirable (as determined by the Partnership Representative) to (i) allow the Partnership to comply with the provisions of Section 6226 of the Partnership Audit Rules so that any “partnership adjustments” (as defined in Section 6241(2) of the Partnership Audit Rules) are taken into account by the Partners conduct all audits and former Partners rather than the Partnership; (ii) use the provisions of Section 6225(c) of the Partnership Audit Rules including, but not limited to, filing amended tax returns other administrative proceedings with respect to any “reviewed year” Partnership tax items; (within b) the meaning power to extend the statute of Section 6225(d)(1) of the Partnership Audit Rules) or using the alternative procedure to filing amended returns to reduce the amount of any partnership adjustment otherwise required to be taken into account by the Partnership or (iii) otherwise allow the Partnership and its limitations for all Limited Partners to address and respond to any matters arising under the Partnership Audit Rules. D. Notwithstanding other provisions of this Agreement to the contrary, if any partnership adjustment is determined with respect to Partnership tax items; (c) the Partnership, power to file a petition with an appropriate federal court for review of a final Partnership administrative adjustment; and (d) the Partnership Representative may cause power to enter into a settlement with the Partnership to elect pursuant to Section 6226 of the Partnership Audit Rules to have such adjustment passed through to the Partners for the year to which the adjustment relates (i.e., the “reviewed year” within the meaning of Section 6225(d)(1) of the Partnership Audit Rules). In the event that the Partnership Representative has not caused the Partnership to so elect pursuant to Section 6226 of the Partnership Audit Rules, then any “imputed underpayment” (as determined in accordance with Section 6225 of the Partnership Audit Rules) or partnership adjustment that does not give rise to an “imputed underpayment” shall be apportioned among the Partners of the Partnership 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) so that, to the maximum extent possible, the tax and economic consequences of the imputed underpayment or other partnership adjustment Internal Revenue Service and any associated interest state taxing authority on behalf of, and penalties (any such amountbinding upon, an “Imputed Underpayment Amount”) are borne by the those Limited Partners based upon their interests in the Partnership for the reviewed year. Imputed Underpayment Amounts also shall include any imputed underpayment within the meaning of Section 6225 of the Partnership Audit Rules paid (or payable) by any entity treated as having less than a partnership for U.S. federal income tax purposes in which the Partnership 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 Partnership bears the economic burden of such amounts, whether by law or contract. E. Each Partner agrees to indemnify and hold harmless the Partnership from and against any liability with respect to such Partner’s share of any tax deficiency paid or payable by the Partnership that is allocable to the Partner as determined in accordance with the second to last sentence of paragraph D above with respect to an audited or reviewed taxable year for which such Partner was a partner in the Partnership. The obligations set forth in this paragraph E shall survive the termination of any Partner’s 1% interest in the Partnership, the termination of this Agreement and/or the termination, dissolution, liquidation or winding up of the Partnership, and shall remain binding on each Partner for the period of time necessary to resolve with the IRS (or any other applicable taxing authority) all income tax matters relating to the Partnership and for Partners to satisfy their indemnification obligations, if any, pursuant to this Section 10.4. Any obligation of unless a Partner pursuant to this paragraph E shall be implemented through adjustments to distributions otherwise payable to such have notified the Internal Revenue Service and the General Partner as determined in accordance with Article 5; provided, however, that, at that the written request of the Partnership Representative, each Partner or former General Partner may be required to contribute to the Partnership not act on such Partner’s Imputed Underpayment Amount imposed on and paid by behalf. Notwithstanding any other provision of this Agreement, the Partnership; provided furthertax matters partner, that if a Partner or former Partner individually directly paysin its capacity as tax matters partner, pursuant shall have no authority with respect to matters subject to the Partnership 2015 Budget Act Audit Rules, any Rules and such Imputed Underpayment Amount, then such payment shall reduce any offset to distribution or required capital contribution of such Partner or former Partner. Any amount withheld from distributions pursuant to this paragraph E authority shall be treated vested in the partnership representative as an amount distributed to such Partner or former Partner for all purposes under this Agreementprovided above. F. All expenses incurred by (d) If the Partnership Representative or Designated Individual in connection is required to withhold United States taxes on income with its duties as partnership representative or designated individualrespect to Units held by Partners who are nonresident alien individuals, as applicablenon-U.S. corporations, shall be expenses of the Partnership (includingnon-U.S. partnerships, for the avoidance of doubt, any costs and expenses incurred in connection with any claims asserted against the Partnership Representative or Designated Individual, as applicable, except, in the case of the Partnership Representative, to the extent the Partnership Representative is determined to have performed its duties in the manner described in the final sentence of this paragraph F, and the Partnership shall reimburse the Partnership Representative or Designated Individual, as applicable, for all such costs and expenses). Nothing herein shall be construed to restrict the Partnership Representative or Designated Individual from engaging lawyers, accountants, tax advisersnon-U.S. trusts, or other professional advisers or experts to assist non-U.S. estates, the Partnership Representative or Designated Individual in discharging its duties hereunder. Neither the Partnership Representative nor the Designated Individual shall be liable to the Partnership, any General Partner 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 may pay such tax out of its duties pursuant to this Section 10.4; provided, however, that the Partnership Representative may be so liable if it or the Designated Individual has engaged in own funds and then (i) willful breach be reimbursed out of the proceeds of any provision of this Section 10.4 distribution or redemption with respect to such Units or (ii) fraudto the extent permitted by applicable law, willful misconduct or gross negligence, instruct ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Wealth Management to debit such Partner’s brokerage account with ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Wealth Management in each case, with respect an amount equal to its performance of its duties pursuant such tax and transfer such amount to this Section 10.4the General Partner.

Partnership Representative. A. (i) The General Partner is hereby ▇▇▇▇▇▇ designated to serve as the as the “partnership representative” with respect to the Partnership, as provided in Section 6223(a) of the Partnership Audit Rules within the meaning of Section 6223 of the Code and Regulation Section 301.6223-1 et. seq., or under any successor statute or similar state, local, or non-U.S. law (in each such capacity, the “Partnership Representative”). For each taxable year in which the Partnership Representative is ) and shall designate an entity, the Partnership shall appoint individual to act as the “designated individual” identified by the Partnership Representative to act on behalf of the Partnership Representative in accordance with the applicable Treasury Regulations (the “Designated Individual”). Each Partner expressly consents , and in such capacity shall represent the Partnership in any disputes, controversies or proceedings with the Internal Revenue Service or with any state, local, or non-U.S. taxing authority and is hereby authorized to such designations take any and agrees all actions that it is permitted to take by applicable law when acting in that capacity. In the event the Partnership will executebe the subject of an income tax audit by any federal, acknowledgestate or local authority, deliverto the extent the Partnership is treated as an entity for purposes of such audit, file including administrative settlement and record at judicial review, the appropriate public offices Partnership Representative will be authorized to act for, and its decision will be final and binding upon, the Partnership and each Partner thereof. It is acknowledged that the actual designations herein are made on Form 1065 or successor form for each year that the Partnership files, if applicable, such documents as may be necessary or appropriate to evidence such consentform. B. (ii) The Partnership Representative shall have Partners acknowledge and agree that it is the sole authority general intention of the Partners to act on behalf minimize any obligations of the Partnership to pay taxes and interest in connection with and make all relevant decisions regarding application any audit of the Partnership Audit RulesPartnership, including, but not limited toif the Partnership Representative so determines, any by means of elections under any BBA provision (such as the Partnership Audit Rules or any decisions to settle, compromise, challenge, litigate or otherwise alter the defense of any proceeding before the IRS. C. so-called “push out” election under Section 6226). The Partners agree to cooperate in good faith to faith, including without limitation by timely provide providing information reasonably requested by the Partnership Representative as needed to comply with the Partnership Audit Rules, including, without limitation, to make any and making elections available to the Partnership under the Partnership Audit Rules. Each Partner agrees that, upon request of the Partnership, such Partner shall take such actions as may be necessary or desirable (as determined and filing amended returns reasonably requested by the Partnership Representative) , by paying any applicable taxes, interest and penalties, to (i) allow give effect to the Partnership to comply with the provisions of Section 6226 of the Partnership Audit Rules so that preceding sentence, and by undertaking any “partnership adjustments” (as defined in Section 6241(2) of the Partnership Audit Rules) are taken into account by the Partners and former Partners rather than the Partnership; (ii) use the provisions of Section 6225(c) of the Partnership Audit Rules including, but not limited to, filing amended tax returns with respect to any “reviewed year” (within the meaning of Section 6225(d)(1) of the Partnership Audit Rules) or using the alternative procedure to filing amended returns to reduce the amount of any partnership adjustment otherwise required to be taken into account other action reasonably requested by the Partnership or the General Partner in connection with any elections made by the Partnership Representative or as determined to be reasonably necessary by the Partnership Representative under any BBA provision. (iii) otherwise allow The Partnership shall make any payments it may be required to make under any BBA provision and, in the Partnership and its Partners to address and respond to Representative’s reasonable discretion, allocate any matters arising under the Partnership Audit Rules. D. Notwithstanding other provisions of this Agreement to the contrary, if any partnership adjustment is determined with respect to the Partnership, the Partnership Representative may cause the Partnership to elect pursuant to Section 6226 of the Partnership Audit Rules to have such adjustment passed through to the Partners for the year to which the adjustment relates (i.e., the “reviewed year” within the meaning of Section 6225(d)(1) of the Partnership Audit Rules). In the event that the Partnership Representative has not caused the Partnership to so elect pursuant to Section 6226 of the Partnership Audit Rules, then any “imputed underpayment” (as determined in accordance with Section 6225 of the Partnership Audit Rules) or partnership adjustment that does not give rise to an “imputed underpayment” shall be apportioned payment among the current or former Partners of the Partnership for the taxable year in “reviewed year” to which the adjustment payment relates in a manner that reflects the current or former Partners’ respective interests in the Partnership for that year and any other factors taken into account in determining the amount of the payment. To the extent payments are made by the Partnership on behalf of or with respect to a current Partner in accordance with this Section 3.14(b), such amounts shall, at the election of the Partnership Representative, (x) be applied to and reduce the next distribution(s) otherwise payable to that Partner under this Agreement, (y) be reimbursed to the Partnership by reducing such Partner’s Capital Account, or (z) be paid by that Partner to the Partnership within thirty days of written notice from the Partnership Representative requesting the payment. In addition, if any such payment is finalized made on behalf of or with respect to a former Partner, that Partner shall pay over to the Partnership an amount equal to the amount of such payment made on behalf of or with respect to it within thirty days of written notice from the Partnership Representative requesting the payment. Any amounts required to be paid by any current or former Partner to the Partnership pursuant to this Section 3.14(b) that have not been paid within thirty days of written notice from the Partnership Representative requesting such payment shall accrue interest at the Treasury Bill Rate (or any substantially similar rate selected by the General Partner in its discretion) plus 2% per annum from the date that the payment was made on behalf of or with respect to such manner as may be necessary Partner until the date that such amount is paid to the Partnership. (as determined iv) Each Limited Partner further agrees that such Limited Partner will not independently act with respect to tax audits or tax litigation affecting the Partnership, unless the prior written consent of the General Partner has been obtained. Each Limited Partner also acknowledges that notwithstanding anything contained in the applicable law governing this Agreement and the terms of this Agreement, the Partnership Representative has the sole and exclusive authority to represent the Partnership before the Internal Revenue Service and the courts of applicable jurisdiction. (v) Any cost or expense incurred by the Partnership Representative in good faithconnection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, will be paid by the Partnership, and the Partnership Representative shall be entitled to be indemnified by the Partnership (solely out of Partnership assets) so that, with respect to any action brought against it in connection with the maximum extent possible, the tax and economic consequences settlement of the imputed underpayment or other partnership adjustment and any associated interest and penalties (any such amount, an “Imputed Underpayment Amount”proceeding. (vi) are borne by The provisions contained in this Section 3.14(b) shall survive the Partners based upon their interests in the Partnership for the reviewed year. Imputed Underpayment Amounts also shall include any imputed underpayment within the meaning of Section 6225 winding up and dissolution of the Partnership Audit Rules paid (or payable) by any entity treated as a partnership for U.S. federal income tax purposes in which and the Partnership 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 Partnership bears the economic burden of such amounts, whether by law or contract. E. Each Partner agrees to indemnify and hold harmless the Partnership from and against any liability with respect to such Partner’s share withdrawal of any tax deficiency paid Partner or payable by the Partnership that is allocable to the Partner as determined in accordance with the second to last sentence of paragraph D above with respect to an audited or reviewed taxable year for which such Partner was a partner in the Partnership. The obligations set forth in this paragraph E shall survive the termination Transfer of any Partner’s interest in the Partnership, the termination of this Agreement and/or the termination, dissolution, liquidation or winding up of the Partnership, Interest and shall remain binding on each Partner for the period of time necessary apply to resolve with the IRS (or any other applicable taxing authority) all income tax matters relating to the Partnership and for Partners to satisfy their indemnification obligations, if any, pursuant to this Section 10.4. Any obligation of a Partner pursuant to this paragraph E shall be implemented through adjustments to distributions otherwise payable to such Partner as determined in accordance with Article 5; provided, however, that, at the written request of the Partnership Representative, each Partner or former Partner may be required to contribute to the Partnership such Partner’s Imputed Underpayment Amount imposed on and paid by the Partnership; provided further, that if a Partner or former Partner individually directly pays, pursuant to the Partnership Audit Rules, any such Imputed Underpayment Amount, then such payment shall reduce any offset to distribution or required capital contribution of such Partner current or former Partner. Any amount withheld from distributions pursuant to this paragraph E shall be treated as an amount distributed to such Partner or former Partner for all purposes under this Agreement. F. All expenses incurred by the Partnership Representative or Designated Individual in connection with its duties as partnership representative or designated individual, as applicable, shall be expenses of the Partnership (including, for the avoidance of doubt, any costs and expenses incurred in connection with any claims asserted against the Partnership Representative or Designated Individual, as applicable, except, in the case of the Partnership Representative, to the extent the Partnership Representative is determined to have performed its duties in the manner described in the final sentence of this paragraph F, and the Partnership shall reimburse the Partnership Representative or Designated Individual, as applicable, for all such costs and expenses). Nothing herein shall be construed 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 the Designated Individual shall be liable to the Partnership, any Partner 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 10.4; provided, however, that the Partnership Representative may be so liable if it or the Designated Individual has engaged in (i) willful breach of any provision of this Section 10.4 or (ii) fraud, willful misconduct or gross negligence, in each case, with respect to its performance of its duties pursuant to this Section 10.4.

Partnership Representative. A. The General Partner is hereby designated to serve as the “partnership representativePartnership Representative” with respect to within the Partnership, as provided in meaning of Section 6223(a) of the Partnership Audit Rules Code (the “Partnership Representative”). For each taxable year in which the Partnership Representative is an entity, the Partnership shall appoint the “designated individual” identified as amended by the Partnership Representative to act on behalf Bipartisan Budget Act of the Partnership Representative 2015) and, in accordance with the applicable Treasury Regulations (the “Designated Individual”). Each Partner expressly consents to such designations and agrees that it will execute, acknowledge, deliver, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. B. The Partnership Representative shall have the sole authority to act on behalf of the Partnership in connection with and make all relevant decisions regarding application of the Partnership Audit Rules, including, but not limited toeach case, any elections similar provisions under the Partnership Audit Rules any state, local, or any decisions to settleforeign tax law, compromise, challenge, litigate or otherwise alter the defense of any proceeding before the IRS. C. The Partners agree to cooperate in good faith to timely provide information requested by the Partnership Representative as needed to comply with the Partnership Audit Rules, including, without limitation, to make any elections available to the Partnership under the Partnership Audit Rules. Each Partner agrees that, upon request of for the Partnership; provided, such Partner shall take such actions as may be necessary or desirable (as determined by the Partnership Representative) to however, that (i) allow the in exercising its authority as Partnership to comply with Representative it shall be limited by the provisions of Section 6226 this Agreement affecting tax aspects of the Partnership Audit Rules so that any “partnership adjustments” (as defined in Section 6241(2) of the Partnership Audit Rules) are taken into account by the Partners and former Partners rather than the Partnership; (ii) use the provisions of Section 6225(c) General Partner shall give prompt notice to the Partners of the receipt of any written notice that the Internal Revenue Service or any state or local taxing authority intends to examine Partnership Audit Rules including, but not limited to, filing amended income tax returns for any year, receipt of written notice of the beginning of an administrative proceeding at the Partnership level relating to the Partnership under Section 6223 of the Code, receipt of written notice of the final Partnership administrative adjustment relating to the Partnership pursuant to Section 6223 of the Code, and receipt of any request from the Internal Revenue Service for waiver of any applicable statute of limitations with respect to the filing of any “reviewed year” tax return by the Partnership; (iii) the General Partner shall promptly notify the Partners if it does not intend to file for judicial review with respect to the Partnership; and (iv) as Partnership Representative, the General Partner shall not be entitled to bind a Partner by any settlement agreement (within the meaning of Section 6225(d)(16224 of the Code) unless such Partner consents thereto in writing and shall notify the Partners in a manner and at such time as is sufficient to allow the Partners to exercise their rights pursuant to Section 224(c)(3) of the Partnership Audit RulesCode; (v) or using the alternative procedure to General Partner shall consult in good faith with the Simon Designee, the D▇▇▇▇▇▇▇▇ Designee and the JCP Limited Partner regarding the filing amended returns to reduce the amount of any partnership a Code Section 6227(b) administrative adjustment otherwise required to be taken into account by the Partnership or (iii) otherwise allow the Partnership and its Partners to address and respond to any matters arising under the Partnership Audit Rules. D. Notwithstanding other provisions of this Agreement to the contrary, if any partnership adjustment is determined request with respect to the PartnershipPartnership or a Property before filing such request, the Partnership Representative may cause the Partnership to elect pursuant to Section 6226 of the Partnership Audit Rules to have such adjustment passed through to the Partners for the year to which the adjustment relates (i.e., the “reviewed year” within the meaning of Section 6225(d)(1) of the Partnership Audit Rules). In the event that the Partnership Representative has not caused the Partnership to so elect pursuant to Section 6226 of the Partnership Audit Rules, then any “imputed underpayment” (as determined in accordance with Section 6225 of the Partnership Audit Rules) or partnership adjustment that does not give rise to an “imputed underpayment” shall be apportioned among the Partners of the Partnership 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) 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 Partners based upon their interests in the Partnership for the reviewed year. Imputed Underpayment Amounts also shall include any imputed underpayment within the meaning of Section 6225 of the Partnership Audit Rules paid (or payable) by any entity treated as a partnership for U.S. federal income tax purposes in which the Partnership 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 Partnership bears the economic burden of such amounts, whether by law or contract. E. Each Partner agrees to indemnify and hold harmless the Partnership from and against any liability with respect to such Partner’s share of any tax deficiency paid or payable by the Partnership that is allocable to the Partner as determined in accordance with the second to last sentence of paragraph D above with respect to an audited or reviewed taxable year for which such Partner was a partner in the Partnership. The obligations set forth in this paragraph E shall survive the termination of any Partner’s interest in the Partnership, the termination of this Agreement and/or the termination, dissolution, liquidation or winding up of the Partnership, and shall remain binding on each Partner for the period of time necessary to resolve with the IRS (or any other applicable taxing authority) all income tax matters relating to the Partnership and for Partners to satisfy their indemnification obligations, if any, pursuant to this Section 10.4. Any obligation of a Partner pursuant to this paragraph E shall be implemented through adjustments to distributions otherwise payable to such Partner as determined in accordance with Article 5; provided, however, that, at the written request of the Partnership Representative, each Partner or former Partner may be required to contribute to the Partnership such Partner’s Imputed Underpayment Amount imposed on and paid by the Partnership; provided further, that if a Partner or former Partner individually directly pays, pursuant to the Partnership Audit Rules, any such Imputed Underpayment Amount, then such payment shall reduce any offset to distribution or required capital contribution of such Partner or former Partner. Any amount withheld from distributions pursuant to this paragraph E shall be treated as an amount distributed to such Partner or former Partner for all purposes under this Agreement. F. All expenses incurred by the Partnership Representative or Designated Individual in connection with its duties as partnership representative or designated individual, as applicable, shall be expenses of the Partnership (including, for the avoidance of doubt, any costs and expenses incurred in connection with any claims asserted against the Partnership Representative or Designated Individual, as applicable, except, in the case of the Partnership Representative, to the extent the Partnership Representative is determined to have performed its duties in the manner described in the final sentence of this paragraph F, and the Partnership shall reimburse the Partnership Representative or Designated Individual, as applicable, for all such costs and expenses). Nothing herein shall be construed 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 the Designated Individual shall be liable to the Partnership, any Partner 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 10.4; providedit being understood, however, that the Partnership Representative may provisions hereof shall not be so liable if it or construed to limit the Designated Individual has engaged in (i) willful breach ability of any provision of this Section 10.4 or (ii) fraudPartner, willful misconduct or gross negligenceincluding the General Partner, in each case, with respect to file an administrative adjustment request on its performance of its duties own behalf pursuant to this Section 10.46227(a) of the Code; and (vi) the General Partner shall consult in good faith with the Simon Designee, the D▇▇▇▇▇▇▇▇ Designee and the JCP Limited Partner regarding the filing of a petition for judicial review of an administrative adjustment request under Section 6228 of the Code, or a petition for judicial review of a final partnership administrative judgment under Section 6226 of the Code relating to the Partnership before filing such petition.

Partnership Representative. A. The General Partner is hereby designated to serve as (a) NHT or its designee shall be the “partnership representative” with respect to the Partnership, as provided in Section 6223(a) of the Partnership Audit Rules Company for federal income tax purposes (the “Partnership Representativepartnership representative”). For each taxable year in which the Partnership Representative is an entity, the Partnership shall appoint the “designated individual” identified by the Partnership Representative to act on behalf of the Partnership Representative in accordance with the applicable Treasury Regulations (the “Designated Individual”). Each Partner expressly consents to such designations and agrees that it will execute, acknowledge, deliver, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. B. (b) The Partnership Representative shall have the sole authority to act on behalf of the Partnership in connection with and make all relevant decisions regarding application of the Partnership Audit Rules, includingpartnership representative is authorized, but not limited to, required: (1) to enter into any elections under the Partnership Audit Rules or any decisions to settle, compromise, challenge, litigate or otherwise alter the defense of any proceeding before the IRS. C. The Partners agree to cooperate in good faith to timely provide information requested by the Partnership Representative as needed to comply settlement with the Partnership Audit Rules, including, without limitation, to make any elections available to the Partnership under the Partnership Audit Rules. Each Partner agrees that, upon request of the Partnership, such Partner shall take such actions as may be necessary or desirable (as determined by the Partnership Representative) to (i) allow the Partnership to comply with the provisions of Section 6226 of the Partnership Audit Rules so that any “partnership adjustments” (as defined in Section 6241(2) of the Partnership Audit Rules) are taken into account by the Partners and former Partners rather than the Partnership; (ii) use the provisions of Section 6225(c) of the Partnership Audit Rules including, but not limited to, filing amended tax returns IRS with respect to any “reviewed year” (within administrative or judicial proceedings for the meaning adjustment of Section 6225(d)(1) of the Partnership Audit Rules) or using the alternative procedure to filing amended returns to reduce the amount of any partnership adjustment otherwise 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 Partnership or settlement agreement the partnership representative may expressly state that such agreement shall bind all Members; (iii2) otherwise allow in the Partnership and its Partners event that a notice of a final administrative adjustment at the Company level of any item required to address and respond to any matters arising under the Partnership Audit Rules. D. Notwithstanding other provisions of this Agreement be taken into account by a Member for tax purposes (a “final adjustment”) is mailed to the contrarytax matters partner, to seek judicial review of such final adjustment, including the filing of a petition for readjustment with the Tax Court or the filing of a complaint for refund with the United States Claims Court or the District Court of the United States for the district in which the Company’s principal place of business is located; (3) to intervene in any action brought by any other Member for judicial review of a final adjustment; (4) to file a request for an administrative adjustment with the IRS and, if any partnership adjustment part of such request is determined not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5) to enter into an agreement with the PartnershipIRS to extend the period for assessing any tax which is attributable to any item required to be taken account of by a Member for tax purposes, the Partnership Representative may cause the Partnership or an item affected by such item; (6) to elect pursuant to Section 6226 of the Partnership Audit Rules to have such adjustment passed through to the Partners for the year to which the adjustment relates (i.e., the “reviewed year” within the meaning of Section 6225(d)(1) of the Partnership Audit Rules). In the event that the Partnership Representative has not caused the Partnership to so elect pursuant to Section 6226 of the Partnership Audit Rules, then make any “imputed underpayment” (as determined in accordance election with Section 6225 of the Partnership Audit Rules) or partnership adjustment that does not give rise respect to an “imputed underpayment,” including an election under Section 6226 of the Code; and (7) to take any other action on behalf of the Members or the Company 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 indemnification provisions set forth in Section 7.7 of this Agreement shall be apportioned among fully applicable to the Partners of the Partnership partnership representative in its capacity as such. (c) The partnership representative shall receive no compensation for the taxable year in which the adjustment is finalized in such manner as may be necessary (as determined its services. All third party costs and expenses incurred by the Partnership Representative partnership representative in good faithperforming its duties as such (including legal and accounting fees and expenses) 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 shall be borne by the Partners based upon their interests Company. Nothing herein shall be construed to restrict the Company from engaging an accounting and/or law firm to assist the partnership representative in discharging its duties hereunder, so long as the Partnership compensation paid by 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 Rules paid (or payable) by any entity treated as a partnership for U.S. federal income tax purposes in which the Partnership 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 Partnership bears the economic burden of such amounts, whether by law or contractservices is reasonable. E. (d) Each Partner Member and each Assignee hereby agrees to indemnify to the fullest extent permitted by law, the Company and hold harmless the Partnership partnership representative from and against any liability with respect imputed underpayment of the Company, to such Partnerthe extent attributable to the Member’s or Assignee’s allocable share of any tax deficiency adjustments to items of income, gain, loss, deduction, or credit of the Company, or any Member’s or Assignee’s distributive share thereof, for a Company taxable year, required to be paid or payable by the Partnership that is allocable Company under the Code (after taking into account appropriate modifications and any election made under Section 6226 of the Code), including, but not limited to the Partner as determined in accordance with the second any interest, penalty, addition to last sentence of paragraph D above with respect tax, or additional amount which relates to an audited adjustment to any such item or reviewed taxable year for share, damages, liabilities, losses, taxes, fines, penalties, costs and expenses (including, without limitation, reasonable fees of counsel) of any kind or nature whatsoever which such Partner was a partner in may be sustained or suffered by the Partnership. Company or the partnership representative relating thereto. (e) The obligations set forth in provisions of this paragraph E Section 10.3 shall survive the termination of the Company or the termination of any PartnerMember’s or Assignee’s interest in the Partnership, the termination of this Agreement and/or the termination, dissolution, liquidation or winding up of the Partnership, Company and shall remain binding on each Partner the Members and all Assignees for the a period of time necessary to resolve with the IRS (or any other applicable taxing authority) all income tax matters relating to the Partnership and for Partners to satisfy their indemnification obligations, if any, pursuant to this Section 10.4. Any obligation of a Partner pursuant to this paragraph E shall be implemented through adjustments to distributions otherwise payable to such Partner as determined in accordance with Article 5; provided, however, that, at the written request Department of the Partnership Representative, each Partner or former Partner may be required to contribute to Treasury any and all matters regarding the Partnership such Partner’s Imputed Underpayment Amount imposed on and paid by the Partnership; provided further, that if a Partner or former Partner individually directly pays, pursuant to the Partnership Audit Rules, any such Imputed Underpayment Amount, then such payment shall reduce any offset to distribution or required capital contribution of such Partner or former Partner. Any amount withheld from distributions pursuant to this paragraph E shall be treated as an amount distributed to such Partner or former Partner for all purposes under this Agreement. F. All expenses incurred by the Partnership Representative or Designated Individual in connection with its duties as partnership representative or designated individual, as applicable, shall be expenses federal income taxation of the Partnership (including, Company items for the avoidance of doubt, any costs and expenses incurred in connection with any claims asserted against the Partnership Representative or Designated Individual, as applicable, except, in the case of the Partnership Representative, to the extent the Partnership Representative is determined to have performed its duties in the manner described in the final sentence of this paragraph F, and the Partnership shall reimburse the Partnership Representative or Designated Individual, as applicable, for all such costs and expensesapplicable tax year(s). Nothing herein shall be construed 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 the Designated Individual shall be liable to the Partnership, any Partner 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 10.4; provided, however, that the Partnership Representative may be so liable if it or the Designated Individual has engaged in (i) willful breach of any provision of this Section 10.4 or (ii) fraud, willful misconduct or gross negligence, in each case, with respect to its performance of its duties pursuant to this Section 10.4.

Partnership Representative. A. The General Partner is hereby designated to serve shall act as the “partnership representative” with respect to Partnership Representative of the Partnership, as provided in Section 6223(a) . The General Partner may remove itself and replace the Partnership Representative of the Partnership Audit Rules (from time to time to the “Partnership Representative”). For each taxable year in which the Partnership Representative is an entity, the Partnership shall appoint the “designated individual” identified extent permitted by the Partnership Representative Code. The General Partner shall be entitled to select any individual who meets the applicable requirements to act on behalf of the Partnership Representative, and the Partnership shall appoint such individual as the designated individual through whom the Partnership Representative acts, as set forth in accordance Treasury Regulation Section 301.6223-1(b)(3)(ii). As Partnership Representative, the General Partner shall inform each other Partner of all significant matters that may come to its attention in its capacity as Partnership Representative by giving notice thereof within ten (10) days after becoming aware thereof and, within such time, shall forward to each other Partner copies of all significant written communications it may receive in such capacity. If the Partnership pays an imputed underpayment or any interest and penalties with respect to an imputed underpayment pursuant to Sections 6232 and 6233 of the, to the applicable Treasury Regulations extent possible, the portion thereof attributable to a Partner shall be treated as having been distributed to such Partner. To the extent such portion of an imputed underpayment cannot be withheld from a current distribution, the Partner (or former Partner) shall be liable to the Partnership for the amount that cannot be offset. The Partnership (in the sole discretion of the Partnership Representative) may elect the alternative set forth in Section 6226 of the Code (as amended by the Bipartisan Budget Act of 2015) instead of paying an imputed underpayment. Except for action specifically required of it in this Section 5.11, the Partnership Representative shall not be liable to the Partnership or any Partner for any action it takes or fails to take with respect to any administrative or judicial proceeding involving “Designated Individual”)partnership items” (as defined in Section 6231 of the Code) of the Partnership, for any Partnership level taxes, or for any election or failure to make any election, or other actions or omissions, other than attributable to its gross negligence or willful misconduct. Each Partner expressly consents hereby agrees to severally, and not jointly, indemnify and hold harmless the Partnership, the Partnership Representative, and the other Partners from and against any liability with respect to taxes, interest, and penalties, if any, that may be incurred by the Partnership by reason of an adjustment to an amount of income, gain, loss, deduction, or credit allocable to such designations and agrees that it will execute, acknowledge, deliver, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. B. The Partnership Representative shall have the sole authority to act on behalf of the Partnership in connection with and make all relevant decisions regarding application of the Partnership Audit Rules, Partner (including, but not limited to, any elections under the Partnership Audit Rules or any decisions to settle, compromise, challenge, litigate or otherwise alter the defense of any proceeding before the IRS. C. The Partners agree to cooperate in good faith to timely provide information requested amount payable by the Partnership Representative as needed Company pursuant to comply with the Partnership Audit Rules, including, without limitation, to make any elections available an adjustment under Code Section 6225). A Partner’s liability hereunder shall be limited to the Partnership under the Partnership Audit Rules. Each Partner agrees that, upon request amount of the Partnership’s tax, such Partner shall take such actions as may be necessary or desirable (as determined by the Partnership Representative) to (i) allow the Partnership to comply with the provisions of Section 6226 of the Partnership Audit Rules so that any “partnership adjustments” (as defined in Section 6241(2) of the Partnership Audit Rules) are taken into account by the Partners and former Partners rather than the Partnership; (ii) use the provisions of Section 6225(c) of the Partnership Audit Rules includinginterest, but not limited to, filing amended tax returns with respect to any “reviewed year” (within the meaning of Section 6225(d)(1) of the Partnership Audit Rules) or using the alternative procedure to filing amended returns to reduce the amount of any partnership adjustment otherwise required to be taken into account by the Partnership or (iii) otherwise allow the Partnership and its Partners to address and respond to any matters arising under the Partnership Audit Rules. D. Notwithstanding other provisions of this Agreement to the contrary, if any partnership adjustment is determined with respect to the Partnership, the Partnership Representative may cause the Partnership to elect pursuant to Section 6226 of the Partnership Audit Rules to have such adjustment passed through to the Partners for the year to which the adjustment relates (i.e., the “reviewed year” within the meaning of Section 6225(d)(1) of the Partnership Audit Rules). In the event that the Partnership Representative has not caused the Partnership to so elect pursuant to Section 6226 of the Partnership Audit Rules, then any “imputed underpayment” (as determined in accordance with Section 6225 of the Partnership Audit Rules) or partnership adjustment that does not give rise to an “imputed underpayment” shall be apportioned among the Partners of the Partnership 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) 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”) which are borne by the Partners based upon their interests in the Partnership for the reviewed year. Imputed Underpayment Amounts also shall include any imputed underpayment within the meaning of Section 6225 of the Partnership Audit Rules paid (or payable) by any entity treated as a partnership for U.S. federal income tax purposes in which the Partnership 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 Partnership bears the economic burden of such amounts, whether by law or contract. E. Each Partner agrees to indemnify and hold harmless the Partnership from and against any liability with respect to such Partner’s share of any tax deficiency paid or payable by the Partnership that is allocable to the Partner as determined in accordance with the second to last sentence of paragraph D above with respect to an audited or reviewed taxable year for which such Partner was a partner in the Partnership. The obligations set forth in this paragraph E shall survive the termination of any Partner’s interest in the Partnership, the termination of this Agreement and/or the termination, dissolution, liquidation or winding up of the Partnership, and shall remain binding on each Partner for the period of time necessary to resolve with the IRS (or any other applicable taxing authority) all income tax matters relating to the Partnership and for Partners to satisfy their indemnification obligations, if any, pursuant to this Section 10.4. Any obligation of a Partner pursuant to this paragraph E shall be implemented through adjustments to distributions otherwise payable to such Partner as determined in accordance with Article 5; provided, however, that, at the written request of the Partnership Representative, each Partner or former Partner may be required to contribute to the Partnership such Partner’s Imputed Underpayment Amount imposed on and paid by the Partnership; provided further, that if a Partner or former Partner individually directly pays, pursuant to the Partnership Audit Rules, any such Imputed Underpayment Amount, then such payment shall reduce any offset to distribution or required capital contribution of such Partner or former Partner. Any amount withheld from distributions pursuant to this paragraph E shall be treated as an amount distributed to such Partner or former Partner for all purposes under this Agreement. F. All expenses incurred by the Partnership Representative or Designated Individual in connection with its duties as partnership representative or designated individual, as applicable, shall be expenses of the Partnership (including, for the avoidance of doubt, any costs and expenses incurred in connection with any claims asserted against the Partnership Representative or Designated Individual, as applicable, exceptreasonably attributable, in the case good faith judgment of the Partnership Representative, to such Partner, taking into account the extent nature of the Partnership Representative is determined to have performed its duties adjustments and the Partner’s Interest in the manner described in year to which the final sentence of this paragraph F, and adjustments relate (not the Partnership shall reimburse the Partnership Representative or Designated Individual, as applicable, for all such costs and expensesyear adjustments are made). Nothing herein shall be construed 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 the Designated Individual shall be liable to the Partnership, any Partner 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 10.4; provided, however, that the Partnership Representative may be so liable if it or the Designated Individual has engaged in (i) willful breach of any provision The provisions of this Section 10.4 5.11 shall survive the withdrawal of such Partner from the Partnership or (ii) fraudsale, willful misconduct assignment, or gross negligencetransfer of such Partner’s Interest and the termination, in dissolution, liquidation, and winding up of the Partnership. The Partnership may pursue and enforce all rights and remedies it may have against each case, with respect to its performance of its duties pursuant to Partner under this Section 10.45.11, including bringing a lawsuit to collect repayment.

Partnership Representative. A. The (i) Subject to the terms and conditions of this Section 6.04(c), the General Partner is hereby designated to shall serve as the partnership representative of the Partnership (“partnership representative” with respect Partnership Representative”) pursuant to the Partnership, as provided in Section 6223(a) of the Partnership Audit Rules (Code for all taxable years for which it remains the “Partnership Representative”)General Partner of the Partnership, provided that it qualifies as a partnership representative under Section 6223(a) of the Code. For each taxable year in which The General Partner will nominate an individual through whom the Partnership Representative is an entityproposes to act at any time for all purposes of the Revised Partnership Audit Rules, which nominated individual shall be subject to the Partnership shall appoint the “designated individual” identified Limited Partner’s review and approval in its sole discretion (as approved by the Partnership Representative to act on behalf of the Partnership Representative in accordance with the applicable Treasury Regulations (Limited Partner, the “Designated Individual”). Each Partner expressly consents to such designations and agrees that it will execute, acknowledge, deliver, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. B. The Partnership Representative shall have the sole authority to act on behalf of the Partnership in connection with and make all relevant decisions regarding application of the Partnership Audit Rules, including, but not limited to, any elections under the Partnership Audit Rules or any decisions to settle, compromise, challenge, litigate or otherwise alter the defense of any proceeding before the IRS. C. The Partners agree to cooperate in good faith to timely provide information requested by the Partnership Representative as needed to comply with the Partnership Audit Rules, including, without limitation, to make any elections available to the Partnership under the Partnership Audit Rules. Each Partner agrees that, upon request of the Partnership, such Partner shall take such actions as may be necessary or desirable (as determined by the Partnership Representative) to (i) allow the Partnership to comply with the provisions of Section 6226 of the Partnership Audit Rules so that any “partnership adjustments” (as defined in Section 6241(2) of the Partnership Audit Rules) are taken into account by the Partners and former Partners rather than the Partnership; (ii) use the provisions of Section 6225(c) of the Partnership Audit Rules including, but not limited to, filing amended tax returns with respect to any “reviewed year” (within the meaning of Section 6225(d)(1) of the Partnership Audit Rules) or using the alternative procedure to filing amended returns to reduce the amount of any partnership adjustment otherwise required to be taken into account by the Partnership or (iii) otherwise allow the Partnership and its Partners to address and respond to any matters arising under the Partnership Audit Rules. D. Notwithstanding other provisions of this Agreement to the contrary, if any partnership adjustment is determined with respect to the Partnership, the Partnership Representative may cause the Partnership to elect pursuant to Section 6226 of the Partnership Audit Rules to have such adjustment passed through to the Partners for the year to which the adjustment relates (i.e., the “reviewed year” within the meaning of Section 6225(d)(1) of the Partnership Audit Rules). In the event that the Partnership Representative has not caused the Partnership to so elect pursuant to Section 6226 of the Partnership Audit Rules, then any “imputed underpayment” (as determined in accordance with Section 6225 of the Partnership Audit Rules) or partnership adjustment that does not give rise to an “imputed underpayment” shall be apportioned among the Partners of the Partnership 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) 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 Partners based upon their interests in the Partnership for the reviewed year. Imputed Underpayment Amounts also shall include any imputed underpayment within the meaning of Section 6225 of the Partnership Audit Rules paid (or payable) by any entity treated as a partnership for U.S. federal income tax purposes in which the Partnership 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 Partnership bears the economic burden of such amounts, whether by law or contract. E. Each Partner agrees to indemnify and hold harmless the Partnership from and against any liability with respect to such Partner’s share of any tax deficiency paid or payable by the Partnership that is allocable to the Partner as determined in accordance with the second to last sentence of paragraph D above with respect to an audited or reviewed taxable year for which such Partner was a partner in the Partnership. The obligations set forth in this paragraph E shall survive the termination of any Partner’s interest in the Partnership, the termination of this Agreement and/or the termination, dissolution, liquidation or winding up of the Partnership, and shall remain binding on each Partner for the period of time necessary to resolve with the IRS (or any other applicable taxing authority) all income tax matters relating to the Partnership and for Partners to satisfy their indemnification obligations, if any, pursuant to this Section 10.4. Any obligation of a Partner pursuant to this paragraph E shall be implemented through adjustments to distributions otherwise payable to such Partner as determined in accordance with Article 5; provided, however, that, at the written request of the Partnership Representative, each Partner or former Partner may be required to contribute to the Partnership such Partner’s Imputed Underpayment Amount imposed on and paid by the Partnership; provided further, that if a Partner or former Partner individually directly pays, pursuant to the Partnership Audit Rules, any such Imputed Underpayment Amount, then such payment shall reduce any offset to distribution or required capital contribution of such Partner or former Partner. Any amount withheld from distributions pursuant to this paragraph E shall be treated as an amount distributed to such Partner or former Partner for all purposes under this Agreement. F. All expenses incurred by the Partnership Representative or Designated Individual in connection with its duties as partnership representative or designated individual, as applicable, shall be expenses of the Partnership (including, for the avoidance of doubt, any costs and expenses incurred in connection with any claims asserted against If the Partnership Representative or Designated Individual, or both, resign, or if the General Partner is removed in accordance with any provision of this Partnership Agreement, or if for any other reason the General Partner no longer serves as applicable, except, in the case General Partner of the Partnership, or if the General Partner does not qualify as a partnership representative under the Code, then the Limited Partner in its sole discretion shall designate a replacement Partnership Representative, Representative and Designated Individual for all taxable years of the Partnership. Subject to the extent limitations set forth in this Partnership Agreement, the Partnership Representative is determined to and Designated Individual shall have performed its duties in all of the manner described in power and authority of a partnership representative and designated individual, respectively, under the final sentence of this paragraph F, Revised Partnership Audit Rules and shall represent the Partnership shall reimburse in all dealings with the Service and state and local taxing authorities for all taxable years during which they serve in such positions in accordance with this Section 6.04(c), provided that (a) the Partnership Representative and Designated Individual shall give prior written notice to the Limited Partner of any administrative or Designated Individual, as applicable, for all such costs and expenses). Nothing herein shall be construed to restrict judicial proceeding (“Proceedings”) involving the adjustment of any tax items affecting the Partnership Representative or Designated Individual from engaging lawyersthe Limited Partner and obtain the prior written consent of the Limited Partner regarding the course of action to be taken in such Proceedings, accountants, tax advisers, or other professional advisers or experts to assist the Partnership Representative or Designated Individual in discharging its duties hereunder. Neither and (b) neither the Partnership Representative nor the Designated Individual shall enter into or consent to a settlement with the Service that binds the Partnership or the Limited Partner with respect to any Partnership item without obtaining the prior written consent of the Limited Partner. (ii) If the Partnership Representative or Designated Individual fails to obtain the Limited Partner’s prior written consent as to any filing, election, or course of action in accordance with this Section 6.04(c) or if the Partnership Representative or Designated Individual fails to perform or observe any other covenant, term or condition to be liable performed or observed by the Partnership Representative or Designated Individual, respectively, under this Section 6.04(c), then the Limited Partner, whether or not it exercises its right to remove the General Partner under Section 10.06 in connection with such Event of Default, shall have the right any time thereafter to remove and replace the General Partner as Partnership Representative and the individual serving as the Designated Individual for any and all taxable years of the Partnership, . The timing of any Partner or any Affiliate thereof for any costs or losses to any persons, any diminution change in value or any liability whatsoever arising as a result of the performance of its duties Partnership Representative and Designated Individual pursuant to this Section 10.4; provided6.04(c) shall be subject to all applicable requirements of the Code and Regulations. The Partnership Representative or Designated Individual shall provide to the Limited Partner and the State Credit Limited Partner prompt notice of any communication to or from, howeveror agreements with, any federal, state, or local tax authority regarding any Partnership tax return or other Partnership tax matter, including a summary of the provisions thereof. The terms and conditions of this Section 6.04(c) also shall apply to state and local income tax matters affecting the Partnership to the extent that the terms and conditions hereof have any application to audit procedures at the state and local level. (iii) Notwithstanding anything to the contrary contained herein, the Partnership Representative may be so liable if it shall not take any of the following actions without first obtaining the prior written consent of the Limited Partner: (A) Extend the statute of limitations for assessing or computing any tax liability against the Partnership (or the Designated Individual has engaged in (i) willful breach amount or character of any provision Partnership tax item); (B) Settle any audit with the Service concerning the adjustment or readjustment of this Section 10.4 any Partnership tax item; (C) File a request for an administrative adjustment with the Service at any time or (ii) fraud, willful misconduct or gross negligence, in each case, file a petition for judicial review with respect to any Service adjustment; (D) Initiate or settle any judicial review or action concerning the amount or character of any Partnership tax item; (E) Intervene in any action brought by any other Partner for judicial review of a final adjustment of any Partnership tax item; or (F) Take any other action that would have the effect of finally resolving a tax matter affecting the rights of the Partnership and its performance Partners or otherwise have a material adverse effect on any tax matters affecting the Partnership and its Partners. (iv) The General Partner shall keep the Limited Partner advised of its duties pursuant any dispute the Partnership may have with any federal, state, or local taxing authority, (and shall keep the State Credit Limited Partner advised of any dispute the Partnership may have with any state taxing authority) and shall afford the Limited Partner (and in the case of a dispute with respect to this the State Tax Credits, the State Credit Limited Partner) the right to participate directly in negotiations with any such taxing authority in an effort to resolve any such dispute. (v) If eligible to do so, the Partnership shall make an election under Section 10.46221(b) of the Code (as added by the Revised Partnership Audit Rules) to not apply the provisions of Subchapter C of Chapter 63 of the Code (as amended by the Revised Partnership Audit Rules) to the Partnership for taxable years beginning on or after January 1, 2018. (vi) If the Partnership currently meets the requirements for being able to make an election under Section 6221(b) of the Code (as added by Revised Partnership Audit Rules), the Partnership shall not admit a Partner to the Partnership if the admission of the Partner would cause the Partnership to be ineligible to make such election. (vii) If the Service makes an Adjustment to the Partnership’s income, losses, deductions or credits or the Partnership makes any such Adjustment for a year for which a federal income tax return had been previously filed, the Adjustment, to the maximum extent permitted by law, shall be allocated, on the books and records of the Partnership, to the Partners (including former Partners whose interests have not been fully liquidated) in accordance with their respective interests (including the interests of their respective predecessors) in the Partnership for the year to which the Adjustment related and, if the Partnership pays the tax liability associated with the adjustment, such payment shall be allocated, to the maximum extent permitted by law, to such Partners in accordance with the way that the corresponding income or reduction in tax credits was allocated. (viii) Unless the Limited Partner timely elects, in a written notice to the General Partner otherwise, the Partnership and the General Partner, to the maximum extent permitted by law (by making elections, not making elections, following options that may be available under guidance from the Service, and/or adjusting allocations) shall (A) timely elect, as provided by Code Section 6226 (added by Revised Partnership Audit Rules) and applicable Regulations and other applicable guidance issued thereunder, to have the economic burden or benefits of any Adjustment be borne by the Partners in a way that is as close as possible to the way that such burdens or benefits would be borne if the Limited Partner’s returns for the Reviewed Year (as defined in Section 6225(d)(1) of the Code, as added by Revised Partnership Audit Rules) had been amended and new Form K-1s issued and, to the extent required by law, the Partners had filed amended tax returns taking into account the amended Form K-1s and (B) issue amended K-1’s and such other required forms reflecting such adjustments and the Partners agree to file amended returns reflecting the adjustments and information on the amended K-1’s and/or such other applicable Service forms.

Partnership Representative. A. The General Partner is hereby designated to serve as (a) For taxable years of the “partnership representative” with respect to the PartnershipPartnership beginning before January 1, as provided in Section 6223(a2018, Sections 4.03(a) – (f) of the Second A&R LPA shall continue to apply in lieu of Section 4.03(b) – (g) of this Agreement. (b) The “Partnership Audit Rules Representative” of the Partnership pursuant to Code Section 6223(a)for taxable years of the Partnership beginning on or after January 1, 2018 shall be an eligible Partner designated from time to time by the Board of Directors subject to replacement by the Board of Directors. (Any Partner who is designated as the partnership representative is referred to herein as the “Partnership Representative”). For each taxable year in which the The initial Partnership Representative is an entity, will be the General Partner and may be changed only upon Board Approval and in accordance with the Code and applicable Treasury Regulations. The Partnership shall appoint designate the “designated individualDesignated Individual” identified by the Partnership Representative through whom it shall act in its capacity as Partnership Representative; provided that the Designated Individual must be subject to act the control of the Partnership Representative. (c) The Partnership Representative (x) will (or will cause the Company to) give notice to the other Partners of any audit, administrative or judicial proceedings, meetings or conferences with the Internal Revenue Service or other similar matters that come to its attention, and (y) will make the election contemplated by Section 6226 of the Code, and follow the procedures required in connection with that election to make inapplicable to the Partnership the requirement in Section 6225 of the Code that the Partnership pay any “imputed underpayment” as that term is used in such section, unless the Board of Directors determines that such election is not in the best interests of the Partnership and the Partners taken as a whole. (d) In the event that the Partnership is issued a notice of proposed partnership adjustment, the Partnership Representative will undertake the “pull-in” procedure contemplated by Code Section 6225(c)(2)(B) with respect to such adjustment in order to reduce the final partnership adjustment, and to the extent that the “pull-in” procedure does not reduce the partnership adjustment amount to zero, the Partnership Representative will make the “push-out” election contemplated by Code Section 6226(a) with respect to any remaining deficiency in a timely manner, provided that the “push-out” election is available to the Partnership and the Board of Directors has not directed otherwise as set forth in Section 4.03(c). (e) The Partnership Representative is authorized to take such actions and to execute and file all statements and forms and tax returns on behalf of the Partnership Representative in accordance with which may be permitted or required by the applicable provisions of the Code or Treasury Regulations (issued thereunder, provided that the Partnership Representative may file suit only with Board of Director approval. The Partnership Representative shall act in a similar capacity under any applicable non-U.S., state or local tax law. The Partnership Representative will not cause the Partnership to be treated as other than a “Designated Individual”)partnership” for federal income tax purposes. Each Partner expressly consents to All out-of-pocket expenses incurred by the Partnership Representative while acting in such designations and agrees that it will execute, acknowledge, deliver, file and record at capacity shall be paid or reimbursed by the appropriate public offices such documents as may be necessary or appropriate to evidence such consentPartnership. B. (f) The Partnership Representative shall have the exclusive right and sole authority to act on behalf of the Partnership in connection with and make all relevant decisions regarding application under Subchapter C of Section 63 of the Partnership Audit RulesCode (relating to Internal Revenue Service partnership audit proceedings) and in any tax proceedings brought by other taxing authorities, including, but not limited to, any elections under and the Partnership Audit Rules or any decisions to settle, compromise, challenge, litigate or otherwise alter and all Partners shall be bound by the defense of any proceeding before the IRS. C. The Partners agree to cooperate in good faith to timely provide information requested actions taken by the Partnership Representative as needed to comply with the in such capacity. The Partnership Audit Rules, including, without limitation, to make any elections available to the Partnership under the Partnership Audit Rules. Each Partner agrees that, upon request of the Partnership, such Partner Representative shall take such actions as may be necessary or desirable (as determined by the Partnership Representative) to (i) allow the Partnership to comply with the provisions of Section 6226 of the Partnership Audit Rules so that any “partnership adjustments” (as defined in Section 6241(2) of the Partnership Audit Rules) are taken into account by keep the Partners and former Partners rather than the Partnership; (ii) use the provisions informed on a timely basis of Section 6225(c) of the Partnership Audit Rules including, but not limited to, filing amended tax returns all material developments with respect to any “reviewed year” (within such proceeding and shall inform the meaning of Section 6225(d)(1) of the Partnership Audit Rules) or using the alternative procedure to filing amended returns to reduce the amount Partners of any partnership adjustment otherwise required to be taken into account by the material decision or actions it takes in its capacity as Partnership or (iii) otherwise allow the Partnership and its Partners to address and respond to any matters arising under the Partnership Audit RulesRepresentative. D. Notwithstanding other provisions of this Agreement to the contrary, if any partnership adjustment is determined with respect to the Partnership, the Partnership Representative may cause the Partnership to elect pursuant to Section 6226 of the Partnership Audit Rules to have such adjustment passed through to the Partners for the year to which the adjustment relates (i.e., the “reviewed year” within the meaning of Section 6225(d)(1g) of the Partnership Audit Rules). In the event that the Partnership Representative has not caused the Partnership to so elect pursuant to Section 6226 of the Partnership Audit Rules, then any “imputed underpayment” (as determined in accordance with Section 6225 of the Partnership Audit Rules) or partnership adjustment that does not give rise to an “imputed underpayment” shall be apportioned among the Partners of the Partnership 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) 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 Partners based upon their interests in the Partnership for the reviewed year. Imputed Underpayment Amounts also shall include any imputed underpayment within the meaning of Section 6225 of the Code paid by the Partnership Audit Rules paid as a result of an adjustment with respect to any Partnership item, including any interest or penalties with respect to any such adjustment (collectively, an “Imputed Underpayment Amount”), the Partnership Representative shall use commercially reasonable efforts to allocate the burden of (or payableany decrease in Distributable Property resulting from) by any entity taxes, penalties or interest imposed on the Partnership pursuant to Code Sections 6225 and 6232 among the Partners and former Partners in a reasonable manner based on the status, actions, inactions or other attributes of each Partner and taking into account whether such Partner has filed an amended return for its taxable year that includes the end of the reviewed year of the Partnership and paid any tax due shown thereon in order to modify or reduce the amount of the Imputed Adjustment Amount under Section 6225(c)(2). Any amounts allocated to a Partner pursuant to the preceding sentence will be treated as withholding tax that arises as a partnership for U.S. federal income tax purposes in which result of the status or other matters that are particular to a Partner. If the Partnership holds becomes liable for any taxes, interest or penalties under Section 6225 of the Code (or has held) following a direct or indirect interest other than through entities treated as corporations for U.S. federal income tax purposes to final determination of such liability by the extent relevant governmental authority), each Partner that was a Partner of the Partnership bears for the economic burden of taxable year to which such amounts, whether by law or contract. E. Each Partner agrees to liability relates shall indemnify and hold harmless the Partnership from and against any liability with respect to for such PartnerPerson’s allocable share of the amount of such tax liability, including any tax deficiency paid or payable interest and penalties associated therewith, as reasonably determined by the Partnership Representative. (h) Each Partner acknowledges and agrees that (i) it is allocable required to provide the Partnership Representative with any reasonable requested documents, information, assistance or cooperation in connection with the requirements imposed on the Partnership pursuant to Sections 6221 through 6241 of the Code, together with any guidance issued thereunder, including (i) information as to a Partner’s (or any direct or indirect interest holder of a Partner’s) status as a “tax-exempt entity” (within the meaning of Section 168(h)(2) of the Code), a real estate investment trust, or a regulated investment company under the Code, (ii) the extent to which a tax-exempt entity Partner (or direct or indirect interest holder of a Partner) was subject to the Partner “unrelated business income tax” under Section 512 of the Code a taxable year, (iii) information regarding a Partner’s (or any direct or indirect interest holder of a Partner’s) status as determined an individual, C corporation or S corporation, and (iv) and any other information required by guidance issued under Section 6225(c)(5) of the Code or that the Partnership Representative otherwise reasonably deems relevant in accordance with the second order to last sentence of paragraph D above with respect to an audited or reviewed taxable year for which such Partner was a partner in modify the Partnership. The obligations set forth in this paragraph E shall survive ’s imputed underpayment as permitted under Section 6225(c), and (ii) if it fails to provide such documentation, information, assistance or cooperation (including as a result of a Partner not being eligible to provide any requested documentation), any taxes, penalties or interest imposed on the termination Partnership as a result of any Partner’s interest in the Partnership, the termination such failure will be treated for all purposes of this Agreement and/or the termination, dissolution, liquidation or winding up of the Partnership, and shall remain binding on each Partner for the period of time necessary to resolve with the IRS (or any other applicable taxing authorityincluding Section 7.06) all income tax matters relating as amounts that are determined by reference to the Partnership and for Partners to satisfy their indemnification obligations, if any, pursuant to this Section 10.4. Any obligation status of a Partner pursuant to this paragraph E shall be implemented through adjustments to distributions otherwise payable to such Partner as determined in accordance with Article 5; provided, however, that, at the written request of the Partnership Representative, each Partner (or former Partner may be required to contribute to the Partnership such Partner’s Imputed Underpayment Amount imposed on and paid by the Partnership; provided further, that if a Partner or former Partner individually directly pays, pursuant to the Partnership Audit Rules, any such Imputed Underpayment Amount, then such payment shall reduce any offset to distribution or required capital contribution of such Partner or former Partner. Any amount withheld from distributions pursuant to this paragraph E shall be treated as an amount distributed to such Partner or former Partner for all purposes under this Agreementits beneficial owners). F. All expenses incurred by the Partnership Representative or Designated Individual in connection with its duties as partnership representative or designated individual, as applicable, shall be expenses of the Partnership (including, for the avoidance of doubt, any costs and expenses incurred in connection with any claims asserted against the Partnership Representative or Designated Individual, as applicable, excepti) Each Partner agrees that, in the case of the Partnership Representativeany direct disposition by such Partner, to the extent the Partnership Representative is determined to have performed its duties in the manner described in the final sentence of this paragraph F, and the Partnership such Partner shall reimburse the Partnership Representative or Designated Individual, as applicable, for all such costs and expenses). Nothing herein shall be construed 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 the Designated Individual shall be remain liable to the Partnership, any Partner or any Affiliate thereof for any costs or losses to any persons, any diminution indemnification obligations set forth under clause (g) above which could be owed by such Partner in value or any liability whatsoever arising as a result respect of the performance time periods preceding the effective date of the disposition, unless the transferee of its duties pursuant to this Partnership Interest expressly assumes its indemnification liability under Section 10.4; provided, however, that the Partnership Representative may be so liable if it or the Designated Individual has engaged in (i4.03(g) willful breach of any provision of this Section 10.4 or (ii) fraud, willful misconduct or gross negligence, in each case, with respect to its performance of its duties pursuant to this Section 10.4such preceding periods.

Partnership Representative. A. The A It is hereby agreed by all Partners that the General Partner is hereby designated to serve as (or its designee) shall be the “partnership representative” with respect to within the Partnership, as provided in meaning of Section 6223(a) of the Partnership Audit Rules Code (the “Partnership Representative”). For each taxable year in which If at an time, the Partnership Representative is not an entityindividual, then the Partnership Representative, with the consent of the General Partner, shall appoint designate an individual to act as the “designated individual” identified within the meaning of Regulations Section 301.6223-1(b)(3)(ii) or any successor regulations or similar provision of tax law, and unless the context otherwise requires, any reference to the Partnership Representative in this Agreement includes any such “designated individual.” All costs and expenses incurred by the Partnership Representative, including reasonably necessary overhead and administrative costs, in connection with the performance of its duties and privileges as the Partnership Representative shall be Partnership expenses and the Partnership Representative shall be entitled to be reimbursed by the Partnership for such costs and expenses. The Partnership Representative may resign at any time. Upon such resignation, the General Partner shall appoint a new Partnership Representative. B The Partnership Representative is authorized and required to represent the Partnership (at the Partnership’s expense) in connection with all examinations of the Partnership’s affairs by taxing authorities, including resulting administrative and judicial proceedings, and to expend Partnership funds for professional services and costs associated therewith. Each Partner agrees (x) to cooperate with the Partnership Representative and to do or refrain from doing, as the case may be, any or all things reasonably required by the Partnership Representative in connection with the conduct of any tax proceeding, and (y) that such Partner will not independently act with respect to act tax audits or tax litigation of the Partnership, unless previously authorized to do so in writing by the Partnership Representative, and the Partnership Representative shall determine whether the Partnership will contest or continue to contest any tax deficiencies assessed or proposed to be assessed by any taxing authority. C Any deficiency for taxes imposed on behalf any Partner with respect to taxable items of the Partnership that, in the reasonable judgment of the Partnership Representative in accordance with the applicable Treasury Regulations (the “Designated Individual”). Each Partner expressly consents are attributable to such designations and agrees that it will executePartner (including penalties, acknowledge, deliver, file and record at the appropriate public offices such documents as may be necessary additions to tax or appropriate to evidence such consent. B. The Partnership Representative shall have the sole authority to act on behalf of the Partnership in connection with and make all relevant decisions regarding application of the Partnership Audit Rules, including, but not limited to, any elections under the Partnership Audit Rules or any decisions to settle, compromise, challenge, litigate or otherwise alter the defense of any proceeding before the IRS. C. The Partners agree to cooperate in good faith to timely provide information requested by the Partnership Representative as needed to comply with the Partnership Audit Rules, including, without limitation, to make any elections available to the Partnership under the Partnership Audit Rules. Each Partner agrees that, upon request of the Partnership, such Partner shall take such actions as may be necessary or desirable (as determined by the Partnership Representative) to (i) allow the Partnership to comply with the provisions of Section 6226 of the Partnership Audit Rules so that any “partnership adjustments” (as defined in Section 6241(2) of the Partnership Audit Rules) are taken into account by the Partners and former Partners rather than the Partnership; (ii) use the provisions of Section 6225(c) of the Partnership Audit Rules including, but not limited to, filing amended tax returns interest imposed with respect to any “reviewed year” (within the meaning of Section 6225(d)(1) of the Partnership Audit Rules) or using the alternative procedure to filing amended returns to reduce the amount of any partnership adjustment otherwise required to be taken into account by the Partnership or (iii) otherwise allow the Partnership such taxes and its Partners to address and respond to any matters arising under the Partnership Audit Rules. D. Notwithstanding other provisions of this Agreement to the contrary, if any partnership adjustment is determined with respect to the Partnership, the Partnership Representative may cause the Partnership to elect taxes imposed pursuant to Section 6226 of the Code) will be paid by such Partner and if required to be paid (and actually paid) by the Partnership Audit Rules or another Partner, will be recoverable from such Partner. Except as otherwise provided herein, the Partnership Representative shall make any determination regarding income tax elections it deems advisable on behalf of the Partnership, in good faith so as to have such adjustment passed through to achieve the Partners most favorable result for the year to which Partnership and the adjustment relates (i.e., the “reviewed year” within the meaning of Section 6225(d)(1) of the Partnership Audit Rules). In the event Partners; provided that the Partnership Representative has not caused will make an election under Section 754 of the Partnership Code, if requested in writing by another Partner. D The provisions of this Section 10.3 (and any other provision necessary to so elect pursuant to Section 6226 give effect hereto) shall survive the termination of the Partnership Audit Rules, then any “imputed underpayment” (as determined in accordance with Section 6225 of the Partnership Audit Rules) or partnership adjustment that does not give rise to an “imputed underpayment” shall be apportioned among the Partners of the Partnership 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) 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 Partners based upon their interests in the Partnership for the reviewed year. Imputed Underpayment Amounts also shall include any imputed underpayment within the meaning of Section 6225 of the Partnership Audit Rules paid (or payable) by any entity treated as a partnership for U.S. federal income tax purposes in which the Partnership 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 Partnership bears the economic burden of such amounts, whether by law or contract. E. Each Partner agrees to indemnify and hold harmless the Partnership from and against any liability with respect to such Partner’s share of any tax deficiency paid or payable by the Partnership that is allocable to the Partner as determined in accordance with the second to last sentence of paragraph D above with respect to an audited or reviewed taxable year for which such Partner was a partner in the Partnership. The obligations set forth in this paragraph E shall survive the termination of any Partner’s interest in the Partnership, the termination of this Agreement and/or the termination, dissolution, liquidation or winding up . In furtherance of the Partnershipforegoing, references in this Section 10.3 (and shall remain binding on each Partner for the period of time any other provision necessary to resolve with the IRS (or any other applicable taxing authoritygive effect hereto) all income tax matters relating to the Partnership and for Partners to satisfy their indemnification obligationsterm “Partner” shall, if anyat any time, pursuant to this Section 10.4. Any obligation of include each Person who is a Partner pursuant to this paragraph E shall be implemented through adjustments to distributions otherwise payable at such time and each Person who was formerly a Partner prior to such Partner as determined in accordance with Article 5; provided, however, that, at the written request of the Partnership Representative, each Partner or former Partner may be required to contribute to the Partnership such Partner’s Imputed Underpayment Amount imposed on and paid by the Partnership; provided further, that if a Partner or former Partner individually directly pays, pursuant to the Partnership Audit Rules, any such Imputed Underpayment Amount, then such payment shall reduce any offset to distribution or required capital contribution of such Partner or former Partner. Any amount withheld from distributions pursuant to this paragraph E shall be treated as an amount distributed to such Partner or former Partner for all purposes under this Agreementtime. F. All expenses incurred by the Partnership Representative or Designated Individual in connection with its duties as partnership representative or designated individual, as applicable, shall be expenses of the Partnership (including, for the avoidance of doubt, any costs and expenses incurred in connection with any claims asserted against the Partnership Representative or Designated Individual, as applicable, except, in the case of the Partnership Representative, to the extent the Partnership Representative is determined to have performed its duties in the manner described in the final sentence of this paragraph F, and the Partnership shall reimburse the Partnership Representative or Designated Individual, as applicable, for all such costs and expenses). Nothing herein shall be construed 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 the Designated Individual shall be liable to the Partnership, any Partner 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 10.4; provided, however, that the Partnership Representative may be so liable if it or the Designated Individual has engaged in (i) willful breach of any provision of this Section 10.4 or (ii) fraud, willful misconduct or gross negligence, in each case, with respect to its performance of its duties pursuant to this Section 10.4.

Partnership Representative. A. The General Partner (a) (i) Prism is hereby designated to serve (1) as the Company’s “tax matters partner” for U.S. federal income tax purposes under Section 6231(a)(7) of the Code, as in effect for Company taxable years beginning on or before December 31, 2017, and (2) the “partnership representative,” with respect to the Partnership, as provided that term is defined in Section 6223(a) of the Partnership Audit Rules Code, as in effect for taxable years of the Company beginning after December 31, 2017, and ending prior to January 1, 2020, and (ii) the Blocker Member is hereby designated as the “partnership representative,” as that term is defined in Section 6223(a) of the Code, as in effect for taxable years of the Company beginning on or after January 1, 2020 (any Member acting as the “tax matters partner” or the “partnership representative,” the “Partnership Representative”), with all of the rights, duties and powers provided for in the Code and Regulations. For each taxable year in which the Partnership Representative is an entity, the Partnership Company shall appoint the “designated individual” identified by the Partnership Representative to act on behalf of the Partnership Representative in accordance with the applicable Treasury Regulations (the “Designated Individual”)) in accordance with the applicable Regulations. Each Partner Member expressly consents to such designations and agrees that it will execute, acknowledge, deliver, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. B. (b) The Partnership Representative shall have the sole authority to act on behalf of the Partnership Company in connection with and make all relevant decisions regarding application of the Partnership Audit RulesProcedures, including, but not limited to, any elections under the Partnership Audit Rules Procedures or any decisions to settle, compromise, challenge, litigate or otherwise alter the defense of any proceeding before the IRS. The Partnership Representative shall keep all Members reasonably informed of any audit or proceeding asserting any Tax liability related to the Company. C. (c) The Partners Members agree to cooperate in good faith to timely provide information requested by the Partnership Representative as needed to comply with the Partnership Audit RulesProcedures, including, including without limitation, limitation to make any elections available to the Partnership Company under the Partnership Audit RulesProcedures. Each Partner Member agrees that, upon request of the PartnershipCompany, such Partner Member shall take such actions as may be necessary or desirable (as determined by the Partnership Representative) to (i) allow the Partnership Company to comply with the provisions of Section 6226 of the Partnership Audit Rules Procedures so that any “partnership adjustments” (as defined in Section 6241(2) of the Partnership Audit RulesProcedures) are taken into account by the Partners Members and former Partners Members rather than the PartnershipCompany; (ii) use the provisions of Section 6225(c) of the Partnership Audit Rules Procedures including, but not limited to, filing amended tax returns with respect to any “reviewed year” (within the meaning of Section 6225(d)(1) of the Partnership Audit RulesProcedures) or using the alternative procedure to filing amended returns to reduce the amount of any partnership adjustment otherwise required to be taken into account by the Partnership Company; or (iii) otherwise allow the Partnership Company and its Partners Members to address and respond to any matters arising under the Partnership Audit RulesProcedures. D. (d) Notwithstanding other provisions of this Agreement herein to the contrary, if any partnership adjustment is determined with respect to the PartnershipCompany, the Partnership Representative may shall, at the Blocker Member’s request, in its sole discretion, cause the Partnership Company to elect pursuant to Section 6226 of the Partnership Audit Rules Procedures to have such adjustment passed through to the Partners Members for the year to which the adjustment relates (i.e., the “reviewed year” within the meaning of Section 6225(d)(1) of the Partnership Audit RulesProcedures). In the event that the Partnership Representative has not caused the Partnership Company to so elect pursuant to Section 6226 of the Partnership Audit RulesProcedures, then any “imputed underpayment” (as determined in accordance with Section 6225 of the Partnership Audit RulesProcedures) or partnership adjustment that does not give rise to an “imputed underpayment” underpayment shall be apportioned among the Partners Members of the Partnership Company 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) 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 Partners Members based upon their interests in the Partnership Company for the reviewed year. Imputed Underpayment Amounts also shall include any imputed underpayment within the meaning of Section 6225 of the Partnership Audit Rules Procedures paid (or payable) by any entity treated as a partnership for U.S. federal income tax purposes in which the Partnership 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 Partnership Company bears the economic burden of such amounts, whether by law Law or contract. E. (e) Each Partner Member agrees to indemnify and hold harmless the Partnership Company from and against any liability with respect to such PartnerMember’s share of any tax Tax deficiency paid or payable by the Partnership Company that is allocable to the Partner Member as determined in accordance with the second to last sentence of paragraph D above Section 10.3(d) with respect to an audited or reviewed taxable year for which such Partner Member was a partner in the PartnershipCompany. The obligations set forth in this paragraph E Section 10.3(e) shall survive the termination of any PartnerMember’s interest in the PartnershipCompany, the termination of this Agreement hereof and/or the termination, dissolution, liquidation or winding up of the PartnershipCompany, and shall remain binding on each Partner Member for the period of time necessary to resolve with the IRS (or any other applicable taxing authority) all income tax Tax matters relating to the Partnership Company and for Partners Members to satisfy their indemnification obligations, if any, pursuant to this Section 10.410.3. Any obligation of a Partner Member pursuant to this paragraph E Section 10.3(e) shall be implemented through adjustments to distributions otherwise payable to such Partner Member as determined in accordance with Article 5Section 5.1; provided, however, that, that at the written request of the Partnership Representative, each Partner Member or former Partner Member may be required to contribute to the Partnership Company such PartnerMember’s Imputed Underpayment Amount imposed on and paid by the PartnershipCompany; provided provided, further, that if a Partner Member or former Partner Member individually directly pays, pursuant to the Partnership Audit RulesProcedures, any such Imputed Underpayment Amount, then such payment shall reduce any offset to distribution or required capital contribution of such Partner Member or former PartnerMember. Any amount withheld from distributions pursuant to this paragraph E Section 10.3(e) shall be treated as an amount distributed to such Partner Member or former Partner Member for all purposes under this Agreementhereunder. F. (f) All expenses incurred by the Partnership Representative or Designated Individual in connection with its duties as partnership representative or designated individual, as applicable, shall be expenses of the Partnership Company (including, for the avoidance of doubt, any costs and expenses incurred in connection with any claims asserted against the Partnership Representative or Designated Individual, as applicable, except, in the case of the Partnership Representative, except to the extent the Partnership Representative or Designated Individual is determined to have performed its duties in the manner described in the final sentence of this paragraph FSection 10.3(f)), and the Partnership Company shall reimburse and indemnify the Partnership Representative or Designated Individual, as applicable, for all such costs expenses and expenses)costs. Nothing herein shall be construed 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 the Designated Individual shall be liable to the PartnershipCompany, any Partner Member or any Affiliate thereof for any costs or losses to any personsPersons, any diminution in value or any liability whatsoever arising as a result of the performance of its duties pursuant to this Section 10.4; provided, however, that the Partnership Representative may be so liable if it or the Designated Individual has engaged in 10.3 absent (i) willful breach of any provision of this Section 10.4 10.3 or (ii) bad faith, fraud, gross negligence or willful misconduct on the part of the Partnership Representative or gross negligenceDesignated Individual, as applicable. (g) Any action taken by the Partnership Representative in each case, with respect to its performance of its duties pursuant to this Section 10.4breach hereof shall be unauthorized and void ab initio.

Partnership Representative. A. (a) The General Partner is hereby designated to serve as the “tax matters partner” under Code section 6231(a)(7) (as in effect prior to repeal of such section pursuant to the Partnership Audit Procedures) and the “partnership representative” with respect to the Partnership, as provided in Section section 6223(a) of the Partnership Audit Rules Procedures (in such capacities, the “Partnership Representative”)) to oversee or handle matters relating to the taxation of the Partnership. For each taxable year in which the Partnership Representative is an entity, the Partnership shall appoint the “designated individual” identified by the Partnership Representative to act on behalf of the Partnership Representative (the “Designated Individual”) in accordance with the applicable Treasury Regulations (the “Designated Individual”)Regulations. Each Partner expressly consents to such designations and agrees that it will execute, acknowledge, deliver, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. B. (b) The Partnership Representative shall have the sole authority to act on behalf of the Partnership in connection with and make all relevant decisions regarding application of the Partnership Audit RulesProcedures, including, but not limited to, any elections under the Partnership Audit Rules Procedures or any decisions to settle, compromise, challenge, litigate or otherwise alter the defense of any proceeding before the IRS. C. (c) The Partners agree to cooperate in good faith to timely provide information requested by the Partnership Representative as needed to comply with the Partnership Audit RulesProcedures, including, including without limitation, limitation to make any elections available to the Partnership under the Partnership Audit RulesProcedures. Each Partner agrees that, upon request of the Partnership, such Partner shall take such actions as may be necessary or desirable (as determined by the Partnership Representative) to (i) allow the Partnership to comply with the provisions of Section section 6226 of the Partnership Audit Rules Procedures so that any “partnership adjustments” (as defined in Section section 6241(2) of the Partnership Audit RulesProcedures) are taken into account by the Partners and former Partners rather than the Partnership; (ii) use the provisions of Section section 6225(c) of the Partnership Audit Rules Procedures including, but not limited to, filing amended tax returns with respect to any “reviewed year” (within the meaning of Section section 6225(d)(1) of the Partnership Audit RulesProcedures) or using the alternative procedure to filing amended returns to reduce the amount of any partnership adjustment otherwise required to be taken into account by the Partnership Partnership; or (iii) otherwise allow the Partnership and its Partners to address and respond to any matters arising under the Partnership Audit RulesProcedures. D. (d) Notwithstanding other provisions of this Agreement to the contrary, if any partnership adjustment is determined with respect to the Partnership, the Partnership Representative may cause the Partnership to elect pursuant to Section section 6226 of the Partnership Audit Rules Procedures to have such adjustment passed through to the Partners for the year to which the adjustment relates (i.e., the “reviewed year” within the meaning of Section section 6225(d)(1) of the Partnership Audit RulesProcedures). In the event that the Partnership Representative has not caused the Partnership to so elect pursuant to Section section 6226 of the Partnership Audit RulesProcedures, then any “imputed underpayment” (as determined in accordance with Section section 6225 of the Partnership Audit RulesProcedures) or partnership adjustment that does not give rise to an “imputed underpayment” underpayment shall be apportioned among the Partners of the Partnership 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) 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 Partners based upon their interests in the Partnership for the reviewed year. Imputed Underpayment Amounts also shall include any imputed underpayment within the meaning of Section section 6225 of the Partnership Audit Rules Procedures paid (or payable) by any entity treated as a partnership for U.S. federal income tax purposes in which the Partnership 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 Partnership bears the economic burden of such amounts, whether by law or contract. E. (e) Each Partner agrees to indemnify and hold harmless the Partnership from and against any liability with respect to such Partner’s share of any tax deficiency paid or payable by the Partnership that is allocable to the Partner as determined in accordance with the second to last sentence of paragraph D above Section 9.3(d) with respect to an audited or reviewed taxable year for which such Partner was a partner in the Partnership. The obligations set forth in this paragraph E Section 9.3(e) shall survive the termination of any Partner’s interest in the Partnership, the termination of this Agreement and/or the termination, dissolution, liquidation or winding up of the Partnership, and shall remain binding on each Partner for the period of time necessary to resolve with the IRS (or any other applicable taxing authority) all income tax matters relating to the Partnership and for Partners to satisfy their indemnification obligations, if any, pursuant to this Section 10.49.3. Any obligation of a Partner pursuant to this paragraph E Section 9.3(e) shall be implemented through adjustments to distributions otherwise payable to such Partner as determined in accordance with Article 5Section 4.1; provided, provided however, that, at the written request of the Partnership Representative, each Partner or former Partner may be required to contribute to the Partnership such Partner’s Imputed Underpayment Amount imposed on and paid by the Partnership; provided further, that if a Partner or former Partner individually directly pays, pursuant to the Partnership Audit RulesProcedures, any such Imputed Underpayment Amount, then such payment shall reduce any offset to distribution or required capital contribution of such Partner or former Partner. Any amount withheld from distributions pursuant to this paragraph E Section 9.3(e) shall be treated as an amount distributed to such Partner or former Partner for all purposes under this Agreement. F. (f) All expenses incurred by the Partnership Representative or Designated Individual in connection with its duties as partnership representative or designated individual, as applicable, shall be expenses of the Partnership (including, for the avoidance of doubt, any costs and expenses incurred in connection with any claims asserted against the Partnership Representative or Designated Individual, as applicable, except, in the case of the Partnership Representative, except to the extent the Partnership Representative or Designated Individual is determined to have performed its duties in the manner described in the final sentence of this paragraph FSection 9.3(f)), and the Partnership shall reimburse and indemnify the Partnership Representative or Designated Individual, as applicable, for all such costs expenses and expenses)costs. Nothing herein shall be construed 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 the Designated Individual shall be liable to the Partnership, any Partner 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 10.4; provided, however, that the Partnership Representative may be so liable if it or the Designated Individual has engaged in 9.3 absent (i) willful breach of any provision of this Section 10.4 9.3 or (ii) bad faith, fraud, gross negligence or willful misconduct on the part of the Partnership Representative or gross negligenceDesignated Individual, in each case, with respect to its performance of its duties pursuant to this Section 10.4as applicable.

Partnership Representative. A. The General Partner is hereby designated to serve as provisions of this Section 8.7 shall apply for taxable years beginning after December 31, 2017 (or any earlier year, if the “Board of Directors so elects). (a) The Board of Directors shall designate a partnership representative” with respect to the Partnershiprepresentative (in such capacity, as provided in Section 6223(a) of the Partnership Audit Rules (the “Partnership Representative”) to act under Section 6223 of the Code and in any similar capacity under state, local and/or non-United States law, as applicable. The Board of Directors has initially designated the Chief Financial Officer of the Company to serve as the Partnership Representative. The Partnership Representative may be removed and replaced by the Board of Directors at any time in its sole discretion. (b) The Partnership Representative, in consultation with the Company’s finance and audit committee and/or such other committee designated by the Board of Directors, 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, and to expend Company funds for professional services and other expenses reasonably incurred in connection therewith. The Partnership Representative may authorize a Member (in such capacity, an “Authorized Member”) to assist the Partnership Representative in representing the Company (at the Company’s expense) in connection with any such tax examination. 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 be authorized to make any available election, to the extent eligible, under Code Sections 6221 through 6241 and take any action he/she deems necessary or appropriate to comply with the requirements of the Code and the conduct of the Company under Code Sections 6221 through 6241, but in each case only with the approval of the Board of Directors. (c) The Partnership Representative shall keep all Members reasonably advised on a current basis of any contacts by or discussions with the tax authorities, and the Members shall have the right to observe and participate through representatives of their own choosing (at their sole expense) in any tax proceedings, to the extent permitted by the related tax authority. (d) Except as expressly provided otherwise in Article VII, the Members shall have no claim against the Company, the Board of Directors, the Partnership Representative or any Authorized Member for any form of damages or liability as a result of actions taken or remedies pursued by or on behalf of the Company in order to comply with Sections 6221 through 6241 of the Code or similar provisions of state, local and/or non-United States Law. (e) In the case of any adjustment by the IRS in the amount of any item of income, gain, loss, deduction, or credit of the Company or any Member’s distributive share thereof (“IRS Adjustment”), the Partnership Representative shall respond to such IRS Adjustment in accordance with this Agreement, as approved by the Board of Directors. For each “Adjustment Year” means (1) in the case of an adjustment pursuant to the decision of a court, the Company’s taxable year in which the Partnership Representative is decision becomes final; (2) in the case of an entityadministrative adjustment request, the Partnership shall appoint the “designated individual” identified by the Partnership Representative to act on behalf of the Partnership Representative in accordance with the applicable Treasury Regulations (the “Designated Individual”). Each Partner expressly consents to such designations and agrees that it will execute, acknowledge, deliver, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. B. The Partnership Representative shall have the sole authority to act on behalf of the Partnership in connection with and make all relevant decisions regarding application of the Partnership Audit Rules, including, but not limited to, any elections under the Partnership Audit Rules or any decisions to settle, compromise, challenge, litigate or otherwise alter the defense of any proceeding before the IRS. C. The Partners agree to cooperate in good faith to timely provide information requested by the Partnership Representative as needed to comply with the Partnership Audit Rules, including, without limitation, to make any elections available to the Partnership under the Partnership Audit Rules. Each Partner agrees that, upon request of the Partnership, such Partner shall take such actions as may be necessary or desirable (as determined by the Partnership Representative) to (i) allow the Partnership to comply with the provisions of Section 6226 of the Partnership Audit Rules so that any “partnership adjustments” (as defined in Section 6241(2) of the Partnership Audit Rules) are taken into account by the Partners and former Partners rather than the Partnership; (ii) use the provisions of Section 6225(c) of the Partnership Audit Rules including, but not limited to, filing amended tax returns with respect to any “reviewed year” (within the meaning of Section 6225(d)(1) of the Partnership Audit Rules) or using the alternative procedure to filing amended returns to reduce the amount of any partnership adjustment otherwise required to be taken into account by the Partnership or (iii) otherwise allow the Partnership and its Partners to address and respond to any matters arising under the Partnership Audit Rules. D. Notwithstanding other provisions of this Agreement to the contrary, if any partnership adjustment is determined with respect to the Partnership, the Partnership Representative may cause the Partnership to elect pursuant to Section 6226 of the Partnership Audit Rules to have such adjustment passed through to the Partners for the year to which the adjustment relates (i.e., the “reviewed year” within the meaning of Section 6225(d)(1) of the Partnership Audit Rules). In the event that the Partnership Representative has not caused the Partnership to so elect pursuant to Section 6226 of the Partnership Audit Rules, then any “imputed underpayment” (as determined in accordance with Section 6225 of the Partnership Audit Rules) or partnership adjustment that does not give rise to an “imputed underpayment” shall be apportioned among the Partners of the Partnership for the Company’s taxable year in which the administrative adjustment is finalized made; or (3) in such manner as may be necessary (as determined by the Partnership Representative in good faith) so that, to the maximum extent possibleany other case, 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 Partners based upon their interests in the Partnership for the reviewed year. Imputed Underpayment Amounts also shall include any imputed underpayment within the meaning of Section 6225 of the Partnership Audit Rules paid (or payable) by any entity treated as a partnership for U.S. federal income tax purposes Company’s taxable year in which the Partnership holds (or has held) a direct or indirect interest other than through entities treated as corporations for U.S. federal income tax purposes to notice of final partnership adjustment is mailed. “Reviewed Year” means the extent that the Partnership bears the economic burden of such amounts, whether by law or contract. E. Each Partner agrees to indemnify and hold harmless the Partnership from and against any liability with respect to such PartnerCompany’s share of any tax deficiency paid or payable by the Partnership that is allocable to the Partner as determined in accordance with the second to last sentence of paragraph D above with respect to an audited or reviewed taxable year for to which such Partner was a partner in the Partnership. The obligations set forth in this paragraph E shall survive the termination of any Partner’s interest in the Partnership, the termination of this Agreement and/or the termination, dissolution, liquidation or winding up of the Partnership, and shall remain binding on each Partner for the period of time necessary to resolve with the IRS (or any other applicable taxing authority) all income tax matters relating to the Partnership and for Partners to satisfy their indemnification obligations, if any, pursuant to this Section 10.4. Any obligation of a Partner pursuant to this paragraph E shall be implemented through adjustments to distributions otherwise payable to such Partner as determined in accordance with Article 5; provided, however, that, at the written request of the Partnership Representative, each Partner or former Partner may be required to contribute to the Partnership such Partner’s Imputed Underpayment Amount imposed on and paid by the Partnership; provided further, that if a Partner or former Partner individually directly pays, pursuant to the Partnership Audit Rules, any such Imputed Underpayment Amount, then such payment shall reduce any offset to distribution or required capital contribution of such Partner or former Partner. Any amount withheld from distributions pursuant to this paragraph E shall be treated as an amount distributed to such Partner or former Partner for all purposes under this Agreementitem being adjusted related. F. All expenses incurred by the Partnership Representative or Designated Individual in connection with its duties as partnership representative or designated individual, as applicable, shall be expenses of the Partnership (including, for the avoidance of doubt, any costs and expenses incurred in connection with any claims asserted against the Partnership Representative or Designated Individual, as applicable, except, in the case of the Partnership Representative, to the extent the Partnership Representative is determined to have performed its duties in the manner described in the final sentence of this paragraph F, and the Partnership shall reimburse the Partnership Representative or Designated Individual, as applicable, for all such costs and expenses). Nothing herein shall be construed 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 the Designated Individual shall be liable to the Partnership, any Partner 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 10.4; provided, however, that the Partnership Representative may be so liable if it or the Designated Individual has engaged in (i) willful breach of any provision of this Section 10.4 or (ii) fraud, willful misconduct or gross negligence, in each case, with respect to its performance of its duties pursuant to this Section 10.4.

Partnership Representative. A. (a) The General Partner Members acknowledge that Section 1101 of the Bipartisan Budget Act is hereby designated to serve as the “partnership representative” with respect applicable to the PartnershipCompany as of January 1, as provided in Section 6223(a2018. Accordingly, (1) of the Partnership Audit Rules (Pattern Member shall be designated the “Partnership Representative”). For each taxable year in which ” within the Partnership Representative is an entity, the Partnership meaning of Code Section 6223 and shall appoint designate the “designated individual” identified through whom it shall act in its capacity as Partnership Representative, (2) the Partnership Representative will (or will cause the Company to) give notice to the other Members of any audit, administrative or judicial proceedings, meetings or conferences with the IRS or other similar matters that come to its attention, and (3) in the event that the Company is issued a final partnership adjustment, the Partnership Representative will undertake the "pull-in" procedure contemplated by Code Section 6225(c)(2)(B) with respect to such adjustment, or if the “pull-in” procedure is not available, the Partnership Representative will make the "push-out" election contemplated by Code Section 6226(a) in a timely manner, provided that the "push-out" election is available to the Company and Members holding more than 50% of the Company units have not directed otherwise. If the Partnership Representative undertakes the "pull-in" procedure or makes the "push-out" election, the Partnership Representative shall follow the procedures required in connection with such procedure or election to make inapplicable to the Company the requirement in Code Section 6225 that the Company pay any "imputed underpayment" as that term is used in such Section. (b) The Partnership Representative is authorized to take such actions and to execute and file all statements and forms and Tax returns on behalf of the Company which may be permitted or required by the applicable provisions of the Code or Treasury Regulations issued thereunder, provided that the Partnership Representative may file suit only with Board Approval. The Partnership Representative shall act in a similar capacity under any applicable non-U.S., state or local tax law. The Partnership Representative will not cause the Company to be treated as other than a “partnership” for federal income tax purposes. All reasonable out-of-pocket expenses incurred by the Partnership Representative while acting in such capacity shall be paid or reimbursed by the Company. The Partnership Representative shall, in its discretion, make any and all elections applicable to act on behalf of the Company under the Code or state or local tax law. Notwithstanding the foregoing, the Partnership Representative in accordance with shall (i) make an election under Code Section 754 to adjust the basis of the Company’s property upon receipt of a written request from a Member and (ii) shall, to the extent permitted under applicable Treasury Regulations (Law, adopt as the “Designated Individual”). Each Partner expressly consents to such designations and agrees that it will execute, acknowledge, deliver, file and record at Company’s fiscal year the appropriate public offices such documents as may be necessary or appropriate to evidence such consentcalendar year. B. (c) The Partnership Representative shall have the exclusive right and sole authority to act on behalf of the Partnership in connection with and make all relevant decisions regarding application Company under Subchapter C of Section 63 of the Partnership Audit RulesCode (relating to IRS partnership audit proceedings) and in any tax proceedings brought by other taxing authorities, including, but not limited to, any elections under and the Partnership Audit Rules or any decisions to settle, compromise, challenge, litigate or otherwise alter Company and all Members shall be bound by the defense of any proceeding before the IRS. C. The Partners agree to cooperate in good faith to timely provide information requested actions taken by the Partnership Representative as needed to comply with in such capacity. The Partnership Representative shall keep the Partnership Audit Rules, including, without limitation, to make any elections available to the Partnership under the Partnership Audit Rules. Each Partner agrees that, upon request Members informed on a timely basis of the Partnership, such Partner shall take such actions as may be necessary or desirable (as determined by the Partnership Representative) to (i) allow the Partnership to comply with the provisions of Section 6226 of the Partnership Audit Rules so that any “partnership adjustments” (as defined in Section 6241(2) of the Partnership Audit Rules) are taken into account by the Partners and former Partners rather than the Partnership; (ii) use the provisions of Section 6225(c) of the Partnership Audit Rules including, but not limited to, filing amended tax returns all material developments with respect to any “reviewed year” (within such proceeding and shall inform the meaning of Section 6225(d)(1) of the Partnership Audit Rules) or using the alternative procedure to filing amended returns to reduce the amount Members of any partnership adjustment otherwise required to be taken into account by the material decision or actions it takes in its capacity as Partnership or (iii) otherwise allow the Partnership and its Partners to address and respond to any matters arising under the Partnership Audit RulesRepresentative. D. Notwithstanding other provisions of this Agreement to the contrary, if any partnership adjustment is determined with respect to the Partnership, the Partnership Representative may cause the Partnership to elect pursuant to Section 6226 of the Partnership Audit Rules to have such adjustment passed through to the Partners for the year to which the adjustment relates (i.e., the “reviewed year” within the meaning of Section 6225(d)(1d) of the Partnership Audit Rules). In the event that the Partnership Representative has not caused the Partnership to so elect pursuant to Section 6226 of the Partnership Audit Rules, then any “imputed underpayment” (as determined in accordance with Section 6225 of the Partnership Audit Rules) or partnership adjustment that does not give rise to an “imputed underpayment” shall be apportioned among the Partners of the Partnership 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) 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 Partners based upon their interests in the Partnership for the reviewed year. Imputed Underpayment Amounts also shall include any imputed underpayment within the meaning of Section 6225 of the Code paid by the Company as a result of an adjustment with respect to any Company item, including any interest or penalties with respect to any such adjustment (collectively, an “Imputed Underpayment Amount”), the Partnership Audit Rules paid Representative shall use commercially reasonable efforts to allocate the burden of (or payableany decrease in Distributable Cash resulting from) by any entity taxes, penalties or interest imposed on the Company pursuant to Code Sections 6225 and 6232 among the Members and former Members in a reasonable manner based on the status, actions, inactions or other attributes of each Member and taking into account whether such Member has filed an amended return for its taxable year that includes the end of the reviewed year of the Company and paid any tax due shown thereon in order to modify or reduce the amount of the Imputed Adjustment Amount under Section 6225(c)(2). Any amounts allocated to a Member pursuant to the preceding sentence will be treated as withholding tax that arises as a partnership result of the status or other matters that are particular to a Member. If the Company becomes liable for U.S. federal income tax purposes in which any taxes, interest or penalties under Section 6225 of the Partnership holds Code (or has held) following a direct or indirect interest other than through entities treated as corporations for U.S. federal income tax purposes to the extent that the Partnership bears the economic burden final determination of such amountsliability by the relevant governmental authority), whether by law or contract. E. Each Partner agrees each Member that was a Member of the Company for the taxable year to which such liability relates shall indemnify and hold harmless the Partnership from and against any liability with respect to Company for such PartnerPerson’s allocable share of the amount of such tax liability, including any tax deficiency paid or payable interest and penalties associated therewith, as reasonably determined by the Partnership Representative. Each Member acknowledges and agrees that is allocable to the Partner as determined in accordance with the second to last sentence of paragraph D above with respect to an audited or reviewed taxable year for which such Partner was a partner in the Partnership. The obligations set forth in this paragraph E shall survive the termination of any Partner’s interest in the Partnership, the termination of this Agreement and/or the termination, dissolution, liquidation or winding up of the Partnership, and shall remain binding on each Partner for the period of time necessary to resolve with the IRS (or any other applicable taxing authoritya) all income tax matters relating to the Partnership and for Partners to satisfy their indemnification obligations, if any, pursuant to this Section 10.4. Any obligation of a Partner pursuant to this paragraph E shall be implemented through adjustments to distributions otherwise payable to such Partner as determined in accordance with Article 5; provided, however, that, at the written request of the Partnership Representative, each Partner or former Partner it may be required to contribute to the Partnership such Partner’s Imputed Underpayment Amount imposed on and paid by the Partnership; provided further, that if a Partner or former Partner individually directly pays, pursuant to the Partnership Audit Rules, any such Imputed Underpayment Amount, then such payment shall reduce any offset to distribution or required capital contribution of such Partner or former Partner. Any amount withheld from distributions pursuant to this paragraph E shall be treated as an amount distributed to such Partner or former Partner for all purposes under this Agreement. F. All expenses incurred by provide the Partnership Representative with documents, information, assistance or Designated Individual cooperation in connection with its duties as partnership representative or designated individual, as applicable, shall be expenses the requirements imposed on the Company pursuant to Sections 6221 through 6241 of the Partnership (includingCode, for the avoidance of doubt, any costs and expenses incurred in connection together with any claims asserted against the Partnership Representative or Designated Individual, as applicable, except, in the case of the Partnership Representative, to the extent the Partnership Representative is determined to have performed its duties in the manner described in the final sentence of this paragraph Fguidance issued thereunder, and the Partnership shall reimburse the Partnership Representative (b) if it fails to provide such documentation, information, assistance or Designated Individual, as applicable, for all such costs and expenses). Nothing herein shall be construed 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 the Designated Individual shall be liable to the Partnership, any Partner or any Affiliate thereof for any costs or losses to any persons, any diminution in value or any liability whatsoever arising cooperation (including as a result of a Member not being eligible to provide any requested documentation), any taxes, penalties or interest imposed on the performance Company as a result of its duties pursuant to this Section 10.4; provided, however, that the Partnership Representative may such failure will be so liable if it or the Designated Individual has engaged in (i) willful breach of any provision treated for all purposes of this Agreement (including Section 10.4 5.05) as amounts that are determined by reference to the status of a Member (or (ii) fraud, willful misconduct or gross negligence, in each case, with respect to its performance of its duties pursuant to this Section 10.4beneficial owners)).

Partnership Representative. A. (a) The General Partner is hereby designated to Manager shall serve as the “partnership representative” with respect to of the Partnership, as provided in Company within the meaning of Section 6223(a) of the Partnership Audit Rules Code (the “Partnership Representative”). For each taxable year The Manager is hereby directed and authorized to take whatever steps it, in which its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the Internal Revenue Service, designating an individual to serve as the sole individual through whom the Partnership Representative is an entitywill act, and taking such other action as may from time to time be required under the Partnership shall appoint the “designated individual” identified by Treasury Regulations. All references to the Partnership Representative herein shall include such designated individual (a “Partner”), unless the context requires otherwise. Each Partner hereby consents to act on behalf such appointment or designation and agrees that upon the request of the Partnership Representative in accordance with the applicable Treasury Regulations (the “Designated Individual”). Each Partner expressly consents to such designations and agrees that Representative, it will 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. B. (b) The Partnership Representative shall have all of the sole rights, powers and authority to act on behalf discharge all of the Partnership in connection with and make all relevant decisions regarding application obligations of a “partnership representative” under the Partnership Audit Rules, includingincluding the authority to represent the Company (at the Company’s expense, but not limited toincluding reasonable, documented out-of-pocket fees for professional services) in any administrative or judicial disputes, controversies, or proceedings with the Internal Revenue Service (the “IRS”) and any other Governmental Authority with jurisdiction to tax and to make any elections available under the Partnership Audit Rules or any decisions to settle, compromise, challenge, litigate or otherwise alter the defense of any proceeding before the IRSin connection therewith. C. (c) The Partners agree Partnership Representative may make or cause to be made, with respect to the Company and the Members, a timely and valid election under Section 6226 of the Code (a “Push-Out Election”) (i) with respect to any material imputed underpayment and material partnership adjustments by the IRS or (ii) in connection with a material administrative adjustment request. The Members shall comply with the terms of the Push-Out Election and otherwise cooperate in good faith to timely provide information requested by with the Partnership Representative with respect to the Push-Out Election. (d) If a Push-Out Election is not made, the Partnership Representative shall apportion the responsibility for any U.S. federal income tax liability, and any interest and penalties with respect thereto, incurred by the Company under the Partnership Audit Rules (an “Audit Liability”) among the Members based on the adjustments (if any) giving rise to the Audit Liability attributable to each Member (taking into account, for purposes of such apportionment, the effect of the status of, and actions taken by, such Member on the computation of the amount of the Audit Liability), and each Member shall be required to promptly contribute the amount of its share of the Audit Liability to the Company. (e) The Partnership Representative shall be entitled to be reimbursed by the Company for all costs and expenses incurred by it in connection with any administrative or judicial proceeding relating to tax matters of the Company and the Members in their capacity as needed such, and to be indemnified by the Company with respect to any action brought against it in connection with any judgment in or settlement of any such proceeding. (f) This Section 10.3 shall apply mutatis mutandis with respect to any similar provisions of state, local or non-U.S. Law. (g) The provisions of, and each Member’s obligations to comply with the Partnership Audit Rulesrequirements of, including, without limitation, to make any elections available to the Partnership under the Partnership Audit Rules. Each Partner agrees that, upon request of the Partnership, such Partner shall take such actions as may be necessary or desirable (as determined by the Partnership Representative) to (i) allow the Partnership to comply with the provisions of this Section 6226 of the Partnership Audit Rules so that any “partnership adjustments” (as defined in Section 6241(2) of the Partnership Audit Rules) are taken into account by the Partners and former Partners rather than the Partnership; (ii) use the provisions of Section 6225(c) of the Partnership Audit Rules including, but not limited to, filing amended tax returns with respect to any “reviewed year” (within the meaning of Section 6225(d)(1) of the Partnership Audit Rules) or using the alternative procedure to filing amended returns to reduce the amount of any partnership adjustment otherwise required to be taken into account by the Partnership or (iii) otherwise allow the Partnership and its Partners to address and respond to any matters arising under the Partnership Audit Rules. D. Notwithstanding other provisions of this Agreement to the contrary, if any partnership adjustment is determined with respect to the Partnership, the Partnership Representative may cause the Partnership to elect pursuant to Section 6226 of the Partnership Audit Rules to have such adjustment passed through to the Partners for the year to which the adjustment relates (i.e., the “reviewed year” within the meaning of Section 6225(d)(1) of the Partnership Audit Rules). In the event that the Partnership Representative has not caused the Partnership to so elect pursuant to Section 6226 of the Partnership Audit Rules, then any “imputed underpayment” (as determined in accordance with Section 6225 of the Partnership Audit Rules) or partnership adjustment that does not give rise to an “imputed underpayment” shall be apportioned among the Partners of the Partnership 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) 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 Partners based upon their interests in the Partnership for the reviewed year. Imputed Underpayment Amounts also shall include any imputed underpayment within the meaning of Section 6225 of the Partnership Audit Rules paid (or payable) by any entity treated as a partnership for U.S. federal income tax purposes in which the Partnership 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 Partnership bears the economic burden of such amounts, whether by law or contract. E. Each Partner agrees to indemnify and hold harmless the Partnership from and against any liability with respect to such Partner’s share of any tax deficiency paid or payable by the Partnership that is allocable to the Partner as determined in accordance with the second to last sentence of paragraph D above with respect to an audited or reviewed taxable year for which such Partner was a partner in the Partnership. The obligations set forth in this paragraph E 10.3 shall survive the termination Member’s ceasing to be a Member of any Partner’s interest in the Partnership, the termination of this Agreement and/or Company and the termination, dissolution, liquidation liquidation, or winding up of the Partnership, and shall remain binding on each Partner for the period of time necessary to resolve with the IRS (or any other applicable taxing authority) all income tax matters relating to the Partnership and for Partners to satisfy their indemnification obligations, if any, pursuant to this Section 10.4. Any obligation of a Partner pursuant to this paragraph E shall be implemented through adjustments to distributions otherwise payable to such Partner as determined in accordance with Article 5; provided, however, that, at the written request of the Partnership Representative, each Partner or former Partner may be required to contribute to the Partnership such Partner’s Imputed Underpayment Amount imposed on and paid by the Partnership; provided further, that if a Partner or former Partner individually directly pays, pursuant to the Partnership Audit Rules, any such Imputed Underpayment Amount, then such payment shall reduce any offset to distribution or required capital contribution of such Partner or former Partner. Any amount withheld from distributions pursuant to this paragraph E shall be treated as an amount distributed to such Partner or former Partner for all purposes under this AgreementCompany. F. All expenses incurred by the Partnership Representative or Designated Individual in connection with its duties as partnership representative or designated individual, as applicable, shall be expenses of the Partnership (including, for the avoidance of doubt, any costs and expenses incurred in connection with any claims asserted against the Partnership Representative or Designated Individual, as applicable, except, in the case of the Partnership Representative, to the extent the Partnership Representative is determined to have performed its duties in the manner described in the final sentence of this paragraph F, and the Partnership shall reimburse the Partnership Representative or Designated Individual, as applicable, for all such costs and expenses). Nothing herein shall be construed 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 the Designated Individual shall be liable to the Partnership, any Partner 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 10.4; provided, however, that the Partnership Representative may be so liable if it or the Designated Individual has engaged in (i) willful breach of any provision of this Section 10.4 or (ii) fraud, willful misconduct or gross negligence, in each case, with respect to its performance of its duties pursuant to this Section 10.4.

Partnership Representative. A. 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 General Partner is hereby designated shall take such reasonable actions as it believes will enhance the avoidance of the application to serve the Partnership of the provisions of Sections 6221 through 6241 of the Code. If, however, such provisions do apply to the Partnership, the General Partner shall also act as the “partnership representative” with respect to the Partnership, as provided in Section 6223(a) for purposes of said Sections 6221 through 6241 of the Partnership Audit Rules (the “Partnership Representative”). For each taxable year in which the Partnership Representative is an entity, the Partnership shall appoint the “designated individual” identified by the Partnership Representative to act on behalf of the Partnership Representative in accordance with the applicable Treasury Regulations (the “Designated Individual”)Code. Each Partner expressly hereby consents to such designations the General Partner serving as the partnership representative and agrees that it will upon request of the General 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. B. . The partnership representative will be authorized to represent the Partnership Representative (at the Partnership’s expense) in connection with all examinations of the Partnership’s affairs by tax authorities, including resulting administrative and {10654250;3} 49 DocID: 4848-4047-1218.3 judicial proceedings, and to (i) sign consents, enter into settlement and other agreements with such authorities with respect to any such examinations or proceedings and (ii) expend the Partnership’s funds for professional services incurred in connection therewith. In such event, the partnership representative shall have duly and timely elect under Section 6226 of the sole authority Code to act require each Person who was a Partner during the taxable year of Partnership that was audited to personally bear any tax, interest and penalty resulting from adjustments based on behalf 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 Partnership is liable for a tax, interest, addition to tax or penalty as a result of such an audit, each Person who was a Partner during the taxable year of the Partnership that was audited, even if such Person is no longer a Partner (unless a Substituted Limited Partner has agreed to bear such liability in connection with and make all relevant decisions regarding application of the Partnership Audit Rulesan appropriate document evidencing a transfer), including, but not limited to, any elections under the Partnership Audit Rules or any decisions to settle, compromise, challenge, litigate or otherwise alter the defense of any proceeding before the IRS. C. The Partners agree to cooperate in good faith to timely provide information requested by the Partnership Representative as needed to comply with the Partnership Audit Rules, including, without limitation, to make any elections available shall pay to the Partnership under the Partnership Audit Rules. Each Partner agrees thatan amount equal to such Person’s proportionate share of such liability, upon request of the Partnership, such Partner shall take such actions as may be necessary or desirable (as determined by the Partnership Representative) General Partner, based on the amount each such Person should have borne (computed at the tax rate used to (i) allow the Partnership to comply with the provisions of Section 6226 of the Partnership Audit Rules so that any “partnership adjustments” (as defined in Section 6241(2) of the Partnership Audit Rules) are taken into account by the Partners and former Partners rather than compute the Partnership; (ii’s liability) use the provisions of Section 6225(c) of the Partnership Audit Rules including, but not limited to, filing amended tax returns with respect to any “reviewed year” (within the meaning of Section 6225(d)(1) of the Partnership Audit Rules) or using the alternative procedure to filing amended returns to reduce the amount of any partnership adjustment otherwise required to be taken into account by the Partnership or (iii) otherwise allow the Partnership and its Partners to address and respond to any matters arising under the Partnership Audit Rules. D. Notwithstanding other provisions of this Agreement to the contrary, if any partnership adjustment is determined with respect to had the Partnership, the Partnership Representative may cause the Partnership to elect pursuant to Section 6226 of the Partnership Audit Rules to have ’s tax return for such adjustment passed through to the Partners for the year to which the adjustment relates (i.e., the “reviewed year” within the meaning of Section 6225(d)(1) of the Partnership Audit Rules). In the event that the Partnership Representative has not caused the Partnership to so elect pursuant to Section 6226 of the Partnership Audit Rules, then any “imputed underpayment” (as determined in accordance with Section 6225 of the Partnership Audit Rules) or partnership adjustment that does not give rise to an “imputed underpayment” shall be apportioned among the Partners of the Partnership for the taxable year in which reflected the adjustment is finalized in such manner as may be necessary (as determined by the Partnership Representative in 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 Partners based upon their interests in the Partnership for the reviewed year. Imputed Underpayment Amounts also shall include any imputed underpayment within the meaning of Section 6225 of the Partnership Audit Rules paid (or payable) by any entity treated as a partnership for U.S. federal income tax purposes in which the Partnership 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 Partnership bears the economic burden of such amounts, whether by law or contract. E. Each Partner agrees to indemnify and hold harmless the Partnership from and against any liability with respect to such Partner’s share of any tax deficiency paid or payable by the Partnership that is allocable to the Partner as determined in accordance with the second to last sentence of paragraph D above with respect to an audited or reviewed taxable year for which such Partner was a partner in the Partnership. The obligations set forth in this paragraph E shall survive the termination of any Partner’s interest in the Partnership, the termination of this Agreement and/or the termination, dissolution, liquidation or winding up of the Partnership, and shall remain binding on each Partner for the period of time necessary to resolve with the IRS (or any other applicable taxing authority) all income tax matters relating to the Partnership and for Partners to satisfy their indemnification obligations, if any, pursuant to this Section 10.4. Any obligation of a Partner pursuant to this paragraph E shall be implemented through adjustments to distributions otherwise payable to such Partner as determined in accordance with Article 5; provided, however, that, at the written request of the Partnership Representative, each Partner or former Partner may be required to contribute to the Partnership such Partner’s Imputed Underpayment Amount imposed on and paid by the Partnership; provided further, that if a Partner or former Partner individually directly pays, pursuant to the Partnership Audit Rules, any such Imputed Underpayment Amount, then such payment shall reduce any offset to distribution or required capital contribution of such Partner or former Partner. Any amount withheld from distributions pursuant to this paragraph E shall be treated as an amount distributed to such Partner or former Partner for all purposes under this Agreement. F. All expenses incurred by the Partnership Representative or Designated Individual in connection with its duties as partnership representative or designated individual, as applicable, shall be expenses of the Partnership (including, for the avoidance of doubt, any costs and expenses incurred in connection with any claims asserted against the Partnership Representative or Designated Individual, as applicable, except, in the case of the Partnership Representative, to the extent the Partnership Representative is determined to have performed its duties in the manner described in the final sentence of this paragraph Faudit adjustment, and the Partnership shall reimburse expense for the Partnership Representative or Designated IndividualPartnership’s payment of such tax, as applicableinterest, for all such costs addition to tax and expenses). Nothing herein penalty shall be construed specially allocated to restrict the Partnership Representative such Persons (or Designated Individual from engaging lawyers, accountants, tax advisers, or other professional advisers or experts to assist the Partnership Representative or Designated Individual their successors) in discharging its duties hereunder. Neither the Partnership Representative nor the Designated Individual shall be liable to the Partnership, any Partner 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 10.4; provided, however, that the Partnership Representative may be so liable if it or the Designated Individual has engaged in (i) willful breach of any provision of this Section 10.4 or (ii) fraud, willful misconduct or gross negligence, in each case, with respect to its performance of its duties pursuant to this Section 10.4such proportions.

Partnership Representative. A. (a) The General Partner is hereby designated to Chair (or its designee) shall serve as (i) the initial “partnership representative” with respect to within the Partnership, as provided in Section meaning of Code § 6223(a) (and any comparable provisions of state, local, or non-U.S. law), (ii) the initial “designated individual” within the meaning of the Code, (iii) the “tax matters partner” of the Partnership Audit Rules within the meaning of Section 6231 of the Code, prior to amendment by P.L. 114-74, and (iv) any person comparable to that described in section 14.1(a)(i)-(iii) pursuant to any provisions of state, local, or non-U.S. law (collectively, the “Partnership Representative”). For each taxable year in which the Partnership Representative is an entity, the Partnership shall appoint the “designated individual” identified by the Partnership Representative to act on behalf of the Partnership Representative in accordance with the applicable Treasury Regulations (the “Designated Individual”). Each Partner expressly hereby consents to such designations designation, and agrees that that, on the request of the General Partner, it will 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. B. The (b) Subject to the further terms of this section 14.1(b), the Partnership Representative shall have the sole authority (i) is authorized and required to act on behalf of represent the Partnership (at the Partnership’s expense) in connection with and make all relevant decisions regarding application examinations of the Partnership’s affairs by tax authorities, including administrative and judicial proceedings, (ii) is authorized to expend Partnership Audit Rulesfunds for professional services and costs associated therewith, including, but not limited to, any elections under and (iii) is authorized to make the Partnership Audit Rules or any decisions “push-out” election pursuant to settle, compromise, challenge, litigate or otherwise alter Section 6226 of the defense Code. Each Partner consents to the designation of any proceeding before the IRS. C. The Partners agree to cooperate in good faith to timely provide information requested by the Partnership Representative as needed to comply with the Partnership Audit Rules, including, without limitation, to make attorney-in-fact of any elections available to the Partnership under the Partnership Audit Rules. Each Partner agrees that, upon request in respect of any tax proceedings in respect of the Partnership. All expenses incurred in connection with any such audit and with any other tax investigation, such Partner settlement or review shall take such actions as may be necessary or desirable (as determined borne by the Partnership. If the Partnership Representative) to is the subject of an audit by any federal, state, local, or non-U.S. taxing authority, the Partnership Representative shall (i) allow notify the Partnership to comply with the provisions of Section 6226 of the Partnership Audit Rules so that any “partnership adjustments” (as defined in Section 6241(2) of the Partnership Audit Rules) are taken into account by the General Partners and former Partners rather than the Partnership; (ii) use the provisions of Section 6225(c) of the Partnership Audit Rules including, but not limited to, filing amended tax returns with respect to any “reviewed year” (within the meaning of Section 6225(d)(1) of the Partnership Audit Rules) or using the alternative procedure to filing amended returns to reduce the amount of any partnership adjustment otherwise required to be taken into account by the Partnership administrative or (iii) otherwise allow the Partnership and its Partners to address and respond to any matters arising under the Partnership Audit Rules. D. Notwithstanding other provisions of this Agreement to the contrary, if any partnership adjustment is determined judicial proceeding with respect to the Partnership, (ii) furnish the General Partners with any material correspondence or communication relating to the Partnership Representative may cause from the U.S. Internal Revenue Service or state, local, or non-U.S. taxing authority received by the Partnership Representative, and (iii) shall not settle any action relating to elect pursuant to Section 6226 the tax affairs of the Partnership Audit Rules to have such adjustment passed through to without the Partners for the year to which the adjustment relates (i.e., the “reviewed year” within the meaning of Section 6225(d)(1) approval of the Partnership Audit RulesGeneral Partners (in accordance with section 5.7(a)). In the event Each General Partner agrees that the Partnership Representative has shall not caused make any election in respect of taxes, or any decision or determination in respect of taxes that could disproportionately and adversely affect a General Partner, without the Partnership to so elect pursuant to Section 6226 consent of the Partnership Audit Rules, then any “imputed underpayment” General Partners (as determined in accordance with Section 6225 of the Partnership Audit Rules) or partnership adjustment section 5.7(a)). Each Limited Partner agrees that does not give rise to an “imputed underpayment” shall be apportioned among the Partners of the Partnership for the taxable year in which the adjustment is finalized in such manner as may be necessary (as determined by the Partnership Representative shall be entitled to make any elections, decisions, or determinations in good faith) so thatrespect of taxes, pursuant 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 Partners based upon their interests in the Partnership for the reviewed year. Imputed Underpayment Amounts also shall include any imputed underpayment within the meaning of Section 6225 of the Partnership Audit Rules paid (or payable) by any entity treated as a partnership for U.S. federal income tax purposes in which the Partnership 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 Partnership bears the economic burden of such amounts, whether by law or contract. E. Each Partner agrees to indemnify and hold harmless the Partnership from and against any liability with respect to such Partner’s share of any tax deficiency paid or payable by the Partnership that is allocable to the Partner as determined in accordance with the second to last sentence of paragraph D above with respect to an audited or reviewed taxable year for which such Partner was a partner in the Partnership. The obligations procedures set forth in this paragraph E shall survive the termination of any Partner’s interest in the Partnership, the termination of this Agreement and/or the termination, dissolution, liquidation or winding up of the Partnership, and shall remain binding on each Partner for the period of time necessary to resolve with the IRS (or any other applicable taxing authority) all income tax matters relating to the Partnership and for Partners to satisfy their indemnification obligations, if any, pursuant to this Section 10.4. Any obligation of a Partner pursuant to this paragraph E shall be implemented through adjustments to distributions otherwise payable to such Partner as determined in accordance with Article 5; provided, however, that, at the written request of the Partnership Representative, each Partner or former Partner may be required to contribute to the Partnership such Partner’s Imputed Underpayment Amount imposed on and paid by the Partnership; provided further, that if a Partner or former Partner individually directly pays, pursuant to the Partnership Audit Rules, any such Imputed Underpayment Amount, then such payment shall reduce any offset to distribution or required capital contribution of such Partner or former Partner. Any amount withheld from distributions pursuant to this paragraph E shall be treated as an amount distributed to such Partner or former Partner for all purposes under this Agreementsection 14.1. F. All expenses incurred by the Partnership Representative or Designated Individual in connection with its duties as partnership representative or designated individual, as applicable, (c) Each Partner shall be expenses of the Partnership (including, for the avoidance of doubt, any costs and expenses incurred in connection with any claims asserted against the Partnership Representative or Designated Individual, as applicable, except, in the case of the Partnership Representative, to the extent the Partnership Representative is determined to have performed its duties in the manner described in the final sentence of this paragraph F, and the Partnership shall reimburse the Partnership Representative or Designated Individual, as applicable, for all such costs and expenses). Nothing herein shall be construed 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 the Designated Individual shall be liable provide to the Partnership, any Partner upon request, such information 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 10.4; provided, however, forms that the Partnership Representative may be so liable if it or the Designated Individual has engaged in (i) willful breach of any provision of this Section 10.4 or (ii) fraud, willful misconduct or gross negligence, in each case, reasonably request with respect to its performance of its duties pursuant to this Section 10.4the Partnership’s compliance with applicable tax laws.

Partnership Representative. A. The Managing General Partner is hereby designated to serve as the “partnership representative” with respect to the Partnership, as provided in Section 6223(a) of the Partnership for any tax period subject to the provisions of Section 6223 of the Code, as amended by the Revised Partnership Audit Rules (the “Partnership Representative”). For each taxable year Procedures and in which such capacity shall represent the Partnership Representative in any disputes, controversies or proceedings with the Internal Revenue Service or with any state, local or non-U.S. taxing authority and is an entity, hereby authorized to take any and all actions that it is permitted to take by applicable law when acting in that capacity. ▇▇▇▇▇ ▇▇▇▇▇▇▇ is hereby designated as the Partnership shall appoint the “designated individual” identified by the Partnership Representative individual to act on behalf of the Partnership Representative in accordance with the applicable Treasury Regulations (the “Designated Individual”)Representative. Each Partner expressly consents to such designations The Partners and agrees Unit Holders acknowledge and agree that it will execute, acknowledge, deliver, file is the intention of the Partners and record at the appropriate public offices such documents as may be necessary or appropriate Unit Holders to evidence such consent. B. The Partnership Representative shall have the sole authority to act on behalf minimize any obligations of the Partnership to pay taxes and interest in connection with and make all relevant decisions regarding application any audit of the Partnership Audit RulesPartnership, including, but not limited toif the Partnership Representative so determines, any by means of elections under Section 6226 of the Code and/or the Partners and Unit Holders filing amended returns under Section 6225(c)(2), in each case as amended by the Revised Partnership Audit Rules or any decisions to settle, compromise, challenge, litigate or otherwise alter the defense of any proceeding before the IRS. C. Procedures. The Partners and Unit Holders agree to cooperate in good faith to timely provide information requested by the Partnership Representative as needed to comply with the Partnership Audit Rulesfaith, including, without limitation, to make any elections available to by timely providing information reasonably requested by the Partnership under the Partnership Audit Rules. Each Partner agrees that, upon request of the Partnership, such Partner shall take such actions as may be necessary or desirable (as determined Representative and making elections and filing amended returns reasonably requested by the Partnership Representative) , to (i) allow give effect to the preceding sentence. The Partnership shall make any payments it may be required to make under the Revised Partnership Audit Procedures and, in the Partnership to comply with Representative’s reasonable discretion, allocate any such payment among the provisions of Section 6226 current or former Partners and Unit Holders of the Partnership Audit Rules so that any “partnership adjustments” (as defined in Section 6241(2) of for the Partnership Audit Rules) are taken into account by the Partners and former Partners rather than the Partnership; (ii) use the provisions of Section 6225(c) of the Partnership Audit Rules including, but not limited to, filing amended tax returns with respect to any “reviewed year” (within to which the meaning payment relates in a manner that reflects the current or former Partners’ and Unit Holders’ respective interests in the Partnership for that year and any other factors taken into account in determining the amount of the payment. To the extent payments are made by the Partnership on behalf of or with respect to a current Partner or current Unit Holder in accordance with this Section 6225(d)(1) 7.6, such amounts shall, at the election of the Partnership Audit RulesRepresentative, (a) be applied to and reduce the next Distribution(s) otherwise payable to such Partner or using Unit Holder under this Agreement or (b) be paid by the alternative procedure Partner or Unit Holder to filing amended returns the Partnership within 30 days of written notice from the Partnership Representative requesting the payment. In addition, if any such payment is made on behalf of or with respect to reduce a former Partner or Unit Holder, that Partner or Unit Holder shall pay over to the Partnership an amount equal to the amount of any partnership adjustment otherwise required such payment made on behalf of or with respect to be taken into account it within 30 days of written notice from the Partnership Representative requesting the payment. Any cost or expense incurred by the Partnership Representative in connection with its duties, including the preparation for or (iii) otherwise allow pursuance of administrative or judicial proceedings, will be paid by the Partnership. The provisions contained in this Section 7.6 shall survive the termination of the hip and the withdrawal of any or the transfer or other disposition of any Partner’s or Unit Holder’s interest in the Partnership. The Partnership Representative shall have all power and authority with respect to the Partnership and its Partners to address and respond to Unit Holders as a “Partnership Representative” or “Tax Matters Partner” in any matters arising similar capacity under the Partnership Audit Rules. D. Notwithstanding other provisions of this Agreement state or local law or regulation. Each Partner and Unit Holder agrees that, to the contraryextent permitted by applicable law or regulation, if (i) any partnership adjustment is determined with respect to the Partnership, the Partnership Representative may cause the Partnership to elect pursuant to Section 6226 of the Partnership Audit Rules to have such adjustment passed through to the Partners for the year to which the adjustment relates (i.e., the “reviewed year” within the meaning of Section 6225(d)(1) of the Partnership Audit Rules). In the event that the Partnership Representative has not caused the Partnership to so elect pursuant to Section 6226 of the Partnership Audit Rules, then any “imputed underpayment” (as determined in accordance with Section 6225 of the Partnership Audit Rules) or partnership adjustment that does not give rise to an “imputed underpayment” shall be apportioned among the Partners of the Partnership for the taxable year in which the adjustment is finalized in such manner as may be necessary (as determined action taken by the Partnership Representative in good faith) so that, connection with any administrative or judicial proceeding in relation to taxes with respect 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 Partners based upon their interests in the Partnership for the reviewed year. Imputed Underpayment Amounts also shall include any imputed underpayment within the meaning of Section 6225 income of the Partnership Audit Rules paid will be binding upon such Partner or Unit Holder, and (ii) such Partner or payable) by any entity treated as a partnership for U.S. federal income tax purposes Unit Holder will not act independently in which connection with, or participate without the written consent of the Partnership holds (Representative in, any administrative or has held) a direct or indirect interest other than through entities treated as corporations for U.S. federal income tax purposes judicial proceeding in relation to the extent that the Partnership bears the economic burden of such amounts, whether by law or contract. E. Each Partner agrees to indemnify and hold harmless the Partnership from and against any liability taxes with respect to such Partner’s share the income of any tax deficiency paid or payable by the Partnership that is allocable to the Partner as determined in accordance with the second to last sentence of paragraph D above with respect to an audited or reviewed taxable year for which such Partner was a partner in the Partnership. The obligations set forth in this paragraph E Partnership shall survive the termination of any Partner’s interest in the Partnership, the termination of this Agreement and/or the termination, dissolution, liquidation or winding up of the Partnership, indemnify and shall remain binding on each Partner for the period of time necessary to resolve with the IRS (or any other applicable taxing authority) all income tax matters relating to the Partnership and for Partners to satisfy their indemnification obligations, if any, pursuant to this Section 10.4. Any obligation of a Partner pursuant to this paragraph E shall be implemented through adjustments to distributions otherwise payable to such Partner as determined in accordance with Article 5; provided, however, that, at the written request of the Partnership Representative, each Partner or former Partner may be required to contribute to the Partnership such Partner’s Imputed Underpayment Amount imposed on and paid by the Partnership; provided further, that if a Partner or former Partner individually directly pays, pursuant to the Partnership Audit Rules, any such Imputed Underpayment Amount, then such payment shall reduce any offset to distribution or required capital contribution of such Partner or former Partner. Any amount withheld from distributions pursuant to this paragraph E shall be treated as an amount distributed to such Partner or former Partner for all purposes under this Agreement. F. All expenses incurred by reimburse the Partnership Representative or Designated Individual in connection with its duties as partnership representative or designated individualfor all expenses, as applicableincluding legal and accounting fees, shall be expenses of the Partnership (includingclaims, for the avoidance of doubtliabilities, any costs losses and expenses damages incurred in connection with any claims asserted against administrative or judicial proceeding with respect to the Partnership Representative tax liability of the Partners and Unit Holders or Designated Individualin connection with any audit of the Partnership’s income tax returns, as applicableexcept to the extent such expenses, exceptclaims, in liabilities, losses and damages are attributable to the case gross negligence or willful misconduct of the Partnership Representative, . The payment of all such expenses to the extent which this indemnification applies shall be made before any Distributions pursuant to this Agreement. The Partnership Representative may engage accountants and/or attorneys on behalf of the Partnership Representative is determined to have performed its duties in the manner described in the final sentence of this paragraph F, and the Partnership shall reimburse the Partnership Representative or Designated Individual, as applicable, for all such costs and expenses). Nothing herein shall be construed 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 it in discharging its duties hereunder. Neither the Partnership Representative nor the Designated Individual shall be liable to the Partnership, any Partner 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 10.4; provided, however, that the Partnership Representative may be so liable if it or the Designated Individual has engaged in (i) willful breach of any provision of this Section 10.4 or (ii) fraud, willful misconduct or gross negligence, in each case, with respect to its performance of its duties pursuant to this Section 10.4.

Partnership Representative. A. The General Partner is hereby designated to (a) BCPC will serve as the “partnership representative” with respect to of the Partnership, Company as provided in Section 6223(a) of the Partnership Audit Rules Code (or any successor or similar provision of U.S. federal, state or local law) and a “designated individual” that is subject to the control of BCPC will be appointed by the Company through whom the partnership representative will act (individually and collectively referred to as the “Partnership Representative”). For each taxable year in which In such capacity, subject to the last sentence of this paragraph, the Partnership Representative is an entity, the Partnership shall appoint the “designated individual” identified by the Partnership Representative have sole discretion to make or refrain from making any election or otherwise act on behalf of the Partnership Representative in accordance with the applicable Treasury Regulations Company (the “Designated Individual”). Each Partner expressly consents to such designations and agrees that it will execute, acknowledge, deliver, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. B. 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 right to act retain professional assistance in respect of any audit of the Company and all reasonable, documented out-of-pocket expenses and fees incurred by the Partnership Representative on behalf of the Company as Partnership in connection Representative shall be reimbursed by the Company. Each Member agrees to cooperate with and make all relevant decisions regarding application of the Partnership Audit Rules, including, but not limited to, any elections under the Partnership Audit Rules or any decisions to settle, compromise, challenge, litigate or otherwise alter the defense of any proceeding before the IRS. C. The Partners agree to cooperate in good faith to timely Representative and provide such information as may be reasonably requested by the Partnership Representative as needed in relation to comply with carrying out its responsibilities under Section 6223 of the Code (and the regulations promulgated thereunder). The Company agrees to indemnify the Partnership Audit RulesRepresentative and its agents and save and hold them harmless, includingfrom and in respect to all Losses incurred by the Partnership Representative in connection with or resulting from any claim, without limitationaction, to make or demand against the Partnership Representative or the Company that arise out of or in any elections available way relate to the Partnership under Representative’s status as “partnership representative” of the Company. Notwithstanding the foregoing, the Partnership Audit Rules. Each Partner agrees that, upon request Representative shall not take any action requiring Prior Committee Approval prior to such Prior Committee Approval being obtained. (b) If the Company is subject to any tax liability imposed under Subchapter C of Chapter 63 of the PartnershipCode, such Partner shall take such actions as may be necessary well as any related interest, penalties, or desirable other charges or expenses (as determined by collectively, a “Tax Liability”), the Members (acting through the Committee) (or the Partnership Representative) to (i) allow the Partnership to comply , in consultation with the provisions of Section 6226 of Members (acting through the Partnership Audit Rules so that Committee)) shall allocate among the Members any “partnership adjustments” (as defined Tax Liability in Section 6241(2) of a manner it determines to be fair and equitable and the Partnership Audit Rules) are taken Capital Accounts hereunder by deducting amounts from Capital Accounts or reducing amounts otherwise distributable to Members, taking into account by the Partners and former Partners rather than the Partnership; (ii) use the provisions of any modifications attributable to a Member pursuant to Section 6225(c) of the Code and any similar state and local authority. To the extent that a portion of a Tax Liability for a prior tax year relates to a former Member, the Members (acting through the Committee) (or the Partnership Audit Rules includingRepresentative, but not limited toin consultation with the Members (acting through the Committee)) may require a former Member to indemnify the Company for its allocable portion of such tax. Each Member acknowledges that, filing amended tax returns notwithstanding the Transfer or withdrawal of all or any portion of its interest in the Company, pursuant to this Section 6.13, it may remain liable for Tax Liabilities with respect to any “reviewed year” (within the meaning its allocable share of Section 6225(d)(1) income and gain of the Partnership Audit RulesCompany for the Company’s tax years (or portions thereof) prior to such Transfer or withdrawal, as applicable, under Subchapter C of Chapter 63 of the Code or any similar state or local provisions. Any Tax Liability that is payable by the Company shall, to the extent attributable to a Member’s (or a former Member’s) interest in the Company, be treated as distributed or otherwise paid to such Member in the same manner as a withholding tax. The Members acknowledge and agree that the Members (acting through the Committee) or using the alternative procedure to filing amended returns to reduce the amount of any partnership adjustment otherwise required to be taken into account by the Partnership or (iii) otherwise allow the Partnership and its Partners to address and respond to any matters arising under the Partnership Audit Rules. D. Notwithstanding other provisions of this Agreement to the contrary, if any partnership adjustment is determined with respect to the Partnership, the Partnership Representative may cause shall be permitted to take any actions to avoid Tax Liability being imposed on the Partnership to elect pursuant to Section 6226 Company or any of its Subsidiaries or Portfolio Companies under Subchapter C of Chapter 63 of the Partnership Audit Rules to have such adjustment passed through to Code. To the Partners for the year to which the adjustment relates (i.e.fullest extent permitted by law, the “reviewed year” within the meaning of Section 6225(d)(1) of the Partnership Audit Rules). In the event that the Partnership Representative has not caused the Partnership to so elect pursuant to Section 6226 of the Partnership Audit Rules, then any “imputed underpayment” (as determined in accordance with Section 6225 of the Partnership Audit Rules) or partnership adjustment that does not give rise to an “imputed underpayment” shall be apportioned among the Partners of the Partnership 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) 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 Partners based upon their interests in the Partnership for the reviewed year. Imputed Underpayment Amounts also shall include any imputed underpayment within the meaning of Section 6225 of the Partnership Audit Rules paid (or payable) by any entity treated as a partnership for U.S. federal income tax purposes in which the Partnership 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 Partnership bears the economic burden of such amounts, whether by law or contract. E. Each Partner each Member hereby agrees to indemnify and hold harmless the Partnership Company and the other Members from and against any liability Tax Liability incurred by the Company or such other Members with respect to income attributable to or distributions or other payments to such Partner’s share of any tax deficiency paid or payable by Member, except in the Partnership that is allocable event such liability arises due to the Partner as determined in accordance with the second to last sentence of paragraph D above with respect to an audited Company’s bad faith, gross negligence, fraud or reviewed taxable year for which such Partner was a partner in the Partnership. The obligations set forth in this paragraph E shall survive the termination of any Partner’s interest in the Partnership, the termination of this Agreement and/or the termination, dissolution, liquidation or winding up of the Partnership, and shall remain binding on each Partner for the period of time necessary to resolve with the IRS intentional misconduct (or any other applicable taxing authority) all income tax matters relating to the Partnership and for Partners to satisfy their indemnification obligations, if any, pursuant to this Section 10.4. Any obligation of a Partner pursuant to this paragraph E shall be implemented through adjustments to distributions otherwise payable to such Partner as determined in accordance with Article 5; provided, however, that, at the written request of the Partnership Representative, each Partner or former Partner may be required to contribute to the Partnership such Partner’s Imputed Underpayment Amount imposed on and paid by the Partnership; provided further, that if a Partner or former Partner individually directly pays, pursuant to the Partnership Audit Rules, any such Imputed Underpayment Amount, then such payment shall reduce any offset to distribution or required capital contribution of such Partner or former Partner. Any amount withheld from distributions pursuant to this paragraph E shall be treated as an amount distributed to such Partner or former Partner for all purposes under this Agreement. F. All expenses incurred by the Partnership Representative or Designated Individual in connection with its duties as partnership representative or designated individual, as applicable, shall be expenses of the Partnership (including, for the avoidance of doubt, any costs and expenses incurred in connection with any claims asserted against the Partnership Representative or Designated Individual, as applicable, exceptor, in the case of the Partnership RepresentativeAdministrative Agent, to the extent the Partnership Representative is determined to have performed its duties in the manner described in the final sentence of this paragraph F, and the Partnership shall reimburse the Partnership Representative or Designated Individual, as applicable, for all such costs and expenses). Nothing herein shall be construed 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 the Designated Individual shall be liable to the Partnership, any Partner 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 breach of its duties pursuant to this Section 10.4; providedunder the Administration Agreement). Each Member agrees that, however, that notwithstanding the Partnership Representative may be so liable if it Transfer of all or the Designated Individual has engaged in (i) willful breach of any provision of this Section 10.4 or (ii) fraud, willful misconduct or gross negligence, in each case, with respect to its performance portion of its duties pursuant to this Section 10.4interest in the Company, if requested by the Committee, it shall provide an IRS Form W-9, the appropriate IRS Form W-8 or any other certificate or documentation, which, the Committee reasonably determines, is necessary.