Common use of Partnership Representative Clause in Contracts

Partnership Representative. A. The General Partner, or such Person as may alternatively be designated by the General Partner, following the direction and approval of the Board of Directors, shall be the “partnership representative” (within the meaning of Section 6223 of the Code) (the “Partnership Representative”). 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 of the Partnership Representative, following the direction and approval of the Board of Directors, and the provisions relating to indemnification provisions set forth in Section 7.7 of this Agreement shall be fully applicable to the Partnership Representative in its capacity as such. Each Partner hereby agrees to cooperate with, and to take all reasonable actions requested by the Partnership Representative and the Partnership, to avoid or reduce any tax imposed under Section 6225 of the Code, including (i) taking such actions as may be required to effect the General Partner’s designation as the Partnership Representative, and on behalf of the Partnership, the General Partner’s (or its designee’s) appointment of any “designated individual,” (ii) providing any information or taking such other actions as may be reasonably requested by the Partnership Representative in order to determine whether any “imputed underpayment” (within the meaning of Section 6225 of the Code) may be modified pursuant to Section 6225(c) of the Code, (iii) providing any information or taking such other actions as may be reasonably requested by the Partnership Representative in connection with any election made by the Partnership Representative pursuant to Section 6226 of the Code, and (iv) upon the request of the Partnership Representative, filing any amended U.S. federal income tax return or comply with the alternative procedure described in Section 6225(c)(2)(B) of the Code, and paying any tax due in connection with such tax return in accordance with Section 6225(c)(2) of the Code or any corresponding provision of applicable state or local law. The provisions of this Section 10.3 and a Partner’s obligation to comply with this Section 10.3 shall survive any liquidation and dissolution of the Partnership and the transfer, assignment or liquidation of such Partner’s Partnership Interest (including for the avoidance of doubt through exercise of the Redemption Right). B. The Partnership Representative shall receive no compensation for its services. All third party costs and expenses incurred by the Partnership Representative in performing its duties as such (including legal and accounting fees and expenses) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting and/or law firm to assist the Partnership Representative in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.

Partnership Representative. A. (a) The General Partner, or such Person as may alternatively be designated by the General Partner, following the direction and approval of the Board of Directors, Partner shall be the “partnership representative,” (within the meaning of Code Section 6223 of the Code) (the “Partnership Representative”)) of the Partnership for federal income tax purposes. 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, following the direction and approval of the Board of Directors, and the provisions relating to indemnification provisions of the General Partner set forth in Section 7.7 of this Agreement shall be fully applicable to the Partnership Representative in its capacity as such. Each Partner hereby agrees to cooperate with, and to take all reasonable actions requested by the Partnership Representative and the Partnership, to avoid or reduce any tax imposed under Code Section 6225 of the Code6225, including (i) taking such actions as may be required to effect the General Partner’s designation as the Partnership Representative, and on behalf of the Partnership, the General Partner’s (or its designee’s) appointment of any “designated individual,” (ii) providing any information or taking such other actions as may be reasonably requested by the Partnership Representative in order to determine whether any “imputed underpayment” underpayment (within the meaning of Code Section 6225 of the Code6225) may be modified pursuant to Code Section 6225(c) of the Code), (iii) providing any information or taking such other actions as may be reasonably requested by the Partnership Representative in connection with any election made by the Partnership Representative pursuant to Code Section 6226 of the Code6226, and (iv) upon the request of the Partnership Representative, filing any amended U.S. federal income tax return or comply with the alternative procedure described in Code Section 6225(c)(2)(B) of the Code), and paying any tax due in connection with such tax return in accordance with Code Section 6225(c)(2) of the Code or any corresponding provision of applicable state or local law. The provisions of this Section 10.3 and a Partner’s obligation to comply with this Section 10.3 shall survive any liquidation and dissolution of the Partnership and the transfer, assignment or liquidation of such Partner’s Partnership Interest (including for the avoidance of doubt through exercise of the Redemption Right). B. (b) The Partnership Representative shall receive no compensation for its services. All third party costs and expenses incurred by the Partnership Representative in performing its duties as such (including legal and accounting fees and expenses) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting and/or law firm to assist the Partnership Representative in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.

Partnership Representative. A. The General Partner(a) For each taxable year of the Company, or such Person as may alternatively be designated by the General Partner, following the direction and approval of the Board of Directors, Directors shall be cause the Company to appoint a “partnership representative” (of the Company within the meaning of Section 6223 of the Code) Code (the “Partnership Representative”). For each taxable year, the Tax Representative shall designate a “designated individual” within the meaning of Treasury Regulations Section 301.6223-1(b)(3) (the “Designated Individual”). 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 of the Partnership Representative, following the direction and approval of the Board of Directors, and the provisions relating to indemnification provisions set forth in Section 7.7 of this Agreement shall be fully applicable to the Partnership Representative in its capacity as such. Each Partner hereby agrees to cooperate with, and to take all reasonable actions requested by the Partnership Tax Representative and the PartnershipDesignated Individual shall have, to avoid or reduce in their sole discretion, any tax imposed under Section 6225 of the Code, including (i) taking such actions as may be required to effect the General Partner’s designation and all authority as the Partnership Representative, “partnership representative” and on behalf of the Partnership, the General Partner’s (or its designee’s) appointment of any “designated individual,” as the case may be, under the Code to act on behalf of the Company in any audit or tax-related examinations or administrative and judicial proceedings brought by taxing authorities, including, without limitation, (i) binding the Company and the Shareholders with respect to tax matters and (ii) providing determining whether to make any information or taking such other actions as may be reasonably requested by the Partnership Representative in order to determine whether any “imputed underpayment” (within the meaning of Section 6225 of the Code) may be modified pursuant to Section 6225(c) of the Code, (iii) providing any information or taking such other actions as may be reasonably requested by the Partnership Representative in connection with any available election made by the Partnership Representative pursuant to under Section 6226 of the Code, . The Company and the Shareholders shall be bound by the actions taken by the Tax Representative or the Designated Individual in such capacity. (ivb) upon The Partnership Representative is authorized to take any actions specified under the request of the Partnership Representative, filing any amended U.S. federal income tax return or comply with the alternative procedure described in Section 6225(c)(2)(B) of the Code, and paying any tax due in connection with such tax return in accordance with Section 6225(c)(2) of the Code Revised Audit Rules or any corresponding provision of applicable state or local law, and the Company shall comply with any requirements necessary to effect such designation. The provisions of this Section 10.3 and a PartnerPartnership Representative’s obligation to comply with this Section 10.3 shall survive any liquidation and dissolution representation of the Partnership Company shall be at the Company’s expense, and the transfer, assignment or liquidation of such Partner’s Partnership Interest (including Representative is authorized to expend Company funds for the avoidance of doubt through exercise of the Redemption Right)professional services and costs associated therewith. B. (c) The Partnership Representative shall receive no compensation for its servicesemploy experienced tax counsel to represent the Company in connection with any audit or investigation of the Company by the IRS or any other tax authority and in connection with all subsequent administrative and judicial proceedings arising out of such audit. All third party costs Each Shareholder agrees to cooperate with the Partnership Representative and expenses incurred to do or refrain from doing any or all things reasonably required by the Partnership Representative to conduct such proceedings. Notwithstanding the foregoing, it shall be the responsibility of the Board of Directors and of each Shareholder, at their expense, to employ tax counsel to represent their respective separate interests. (d) The Company shall reimburse the Tax Representative and the Designated Individual for expenses incurred in performing connection with such Person’s discharge of its duties obligations as such Tax Representative or Designated Individual, as appropriate. (e) Each Shareholder agrees to (i) timely provide the Tax Representative or the Designated Individual with any information, statements or executed Internal Revenue Service forms reasonably requested by the Tax Representative or the Designated Individual and (ii) cooperate with the Tax Representative or the Designated Individual and to do or refrain from doing any or all things reasonably requested by the Tax Representative or Designated Individual (including legal paying any and accounting fees all resulting taxes, additions to tax, penalties and expensesinterest in a timely fashion) shall be borne by in connection with any examination of the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting and/or law firm to assist the Partnership Representative in discharging its duties hereunder’s affairs by any federal, so long as the compensation paid by the Partnership for such services is reasonablestate or local tax authorities, including resulting administrative and judicial proceedings.

Partnership Representative. A. (a) The General Partner, Partner or such Person as may alternatively be designated by the General Partner, following the direction and approval of the Board of Directors, its designee shall be the “partnership representative” (within the meaning of Section 6223 of the Code) Partnership (the “Partnership Representative”) for purposes of, and in accordance with, Section 6223 of the Code (and any similar or corresponding provision of state, local or non-U.S. tax law), and the General Partner, or the Partnership Representative at the direction of the General Partner, shall be permitted to appoint any “designated individual” (a “Designated Individual”) within the meaning of Regulations Section 301.6223-1 (or any similar or corresponding provision of state, local or non-U.S. tax law). If the Partnership is required to appoint a Designated Individual for any taxable year or other period, such Designated Individual shall be subject to this Agreement in the same manner as the Partnership Representative (and references to the Partnership Representative shall include any such Designated Individual unless the context otherwise requires or shall mean solely the Designated Individual as needed to comply with applicable law). The taking of Partnership Representative may be removed, and a new Partnership Representative appointed, by the General Partner in accordance with the Code and the Regulations. The Partnership Representative shall not take any action and the incurring of any expense by the Partnership Representative in connection with a tax audit, or make any such proceedingtax election, except to without approval of the extent required General Partner. Any reasonable out-of-pocket cost incurred by law, is a matter of the Partnership Representative, following the direction and approval of the Board of Directors, and the provisions relating to indemnification provisions set forth in Section 7.7 of this Agreement shall be fully applicable to the Partnership Representative acting in its capacity as such, shall be deemed costs and expenses of the Partnership, and the Partnership shall reimburse the Partnership Representative for such amounts. Each Partner hereby agrees to cooperate with, and to take all reasonable actions requested by the Partnership Representative and the Partnership, to avoid or reduce any tax imposed under Section 6225 of the Code, including (i) taking to take such actions as may be required to effect the General Partner’s designation as the Partnership Representative, and on behalf of the Partnership, the General Partner’s (or its designee’s) appointment of any “designated individual,” designation as the Partnership Representative and (ii) providing to, upon the request of the Partnership Representative, take such actions as may be required to effect any election or procedure under Sections 6221 through 6241 of the Code and the Regulations promulgated thereunder with respect thereto (or any similar or corresponding provision of state, local or non-U.S. tax law), including as necessary to provide any information or taking take such other actions as may be reasonably requested by the Partnership Representative in order to determine whether modify any “imputed underpayment” (within the meaning of Section 6225 of the Code) may be modified Imputed Underpayment Amount pursuant to Section 6225(c) of the Code, Code (iii) providing any information or taking such other actions as may be reasonably requested by the Partnership Representative in connection with any election made by the Partnership Representative pursuant to Section 6226 of the Code, and (iv) upon the request of the Partnership Representative, filing any amended U.S. federal income tax return or comply with the alternative procedure described in Section 6225(c)(2)(B) of the Code, and paying any tax due in connection with such tax return in accordance with Section 6225(c)(2) of the Code or any similar or corresponding provision of applicable state state, local or local non-U.S. tax law). The provisions of this Section 10.3 and a PartnerA Partnership’s obligation to comply with this Section 10.3 10.3(a) shall survive any liquidation and dissolution of the Partnership and the transfer, assignment or liquidation of such Partner’s Partnership Interest (including for interest in the avoidance of doubt through exercise of the Redemption Right)Partnership. B. (b) The Partnership Representative shall receive no compensation for its their services. All third third-party costs and expenses incurred by the Partnership Representative in performing its duties as such (including legal and accounting fees and expenses) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting and/or or law firm to assist the Partnership Representative in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.

Partnership Representative. A. The General Partner, Partner (or such Person as may alternatively be designated by the General Partner, following the direction and approval of the Board of Directors, its designee) shall be the “partnership representative” (within of the meaning Partnership for purposes of Code Section 6223 and any corresponding provision of the Code) applicable federal, state, local and/or foreign law (the “Partnership Representative”). , and on behalf of the Partnership, the General Partner (or its designee) shall be permitted to appoint any “designated individual” permitted under Treasury Regulations Sections 301.6223-1 and 301.6223-2 or any successor regulations or similar provisions of tax law, and unless the context otherwise requires, any reference to the Partnership Representative in this Agreement includes any “designated individual.” The taking Partnership Representative shall be entitled to be reimbursed by the Partnership for all out-of-pocket costs and expenses incurred as a result of any action and the incurring of any expense by acting as the Partnership Representative in connection with any such proceeding, except to the extent required by law, is a matter of proceeding involving the Partnership Representative, following and to be indemnified by the direction and approval Partnership (solely out of the Board Partnership assets) with respect to any action brought against it as a result of Directors, and the provisions relating to indemnification provisions set forth in Section 7.7 of this Agreement shall be fully applicable to the acting as Partnership Representative in its capacity as suchconnection with the resolution or settlement of any such proceeding. Each Partner hereby agrees to cooperate with, and to take all reasonable actions requested by the Partnership Representative and the Partnership, to avoid or reduce any tax imposed under Section 6225 of the Code, including (i) taking to take such actions as may be required to effect the General Partner’s designation as the Partnership Representative, and on behalf of the Partnership, the General Partner’s (or its designee’s) appointment of any “designated individual,” and (ii) providing to cooperate to provide any information or taking take such other actions as may be reasonably requested by the Partnership Representative in order to determine whether any “imputed underpayment” (within the meaning of Section 6225 of the Code) Imputed Underpayment Amount may be modified pursuant to Code Section 6225(c) of the Code, (iii) providing any information or taking such other actions as may be reasonably requested by the Partnership Representative in connection with any election made by the Partnership Representative pursuant to Section 6226 of the Code, and (iv) upon the request of the Partnership Representative, filing any amended U.S. federal income tax return or comply with the alternative procedure described in Section 6225(c)(2)(B) of the Code, and paying any tax due in connection with such tax return in accordance with Section 6225(c)(2) of the Code or any corresponding provision of applicable state or federal, state, local lawand/or foreign law and/or to allow the Partnership to make any such modification. The provisions of this Section 10.3 and a Partner’s obligation to comply with this Section 10.3 shall survive any liquidation and dissolution of the Partnership and the transfer, assignment or liquidation of such Partner’s Partnership Interest (including for Interest. The taking of any action and the avoidance incurring of doubt through exercise 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 Redemption Right). B. Partnership Representative and the provisions relating to indemnification of the General Partner set forth in Section 7.7 shall be fully applicable to the Partnership Representative in its capacity as such. The Partnership Representative shall receive no compensation for its services. All third third-party costs and expenses incurred by the Partnership Representative in performing its duties as such (including legal and accounting fees and expenses) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting and/or or law firm to assist the Partnership Representative in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.

Partnership Representative. A. The General Partner, or such Person as may alternatively be designated by the General Partner, following the direction in its sole and approval of the Board of Directorsabsolute discretion, shall be the “partnership representative” (within the meaning of Section 6223 of the Code) (the “Partnership Representative”). 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 of the Partnership Representative, following the direction in its sole and approval of the Board of Directorsabsolute discretion, and the provisions relating to indemnification provisions set forth in Section 7.7 of this Agreement shall be fully applicable to the Partnership Representative in its capacity as such. Each Partner hereby agrees to cooperate with, and to take all reasonable actions requested by the Partnership Representative and the Partnership, to avoid or reduce any tax imposed under Section 6225 of the Code, including (i) taking such actions as may be required to effect the General Partner’s designation as the Partnership Representative, and on behalf of the Partnership, the General Partner’s (or its designee’s) appointment of any “designated individual,” (ii) providing any information or taking such other actions as may be reasonably requested by the Partnership Representative in order to determine whether any “imputed underpayment” (within the meaning of Section 6225 of the Code) may be modified pursuant to Section 6225(c) of the Code, (iii) providing any information or taking such other actions as may be reasonably requested by the Partnership Representative in connection with any election made by the Partnership Representative pursuant to Section 6226 of the Code, and (iv) upon the request of the Partnership Representative, filing any amended U.S. federal income tax return or comply with the alternative procedure described in Section 6225(c)(2)(B) of the Code, and paying any tax due in connection with such tax return in accordance with Section 6225(c)(2) of the Code or any corresponding provision of applicable state or local law. The provisions of this Section 10.3 and a Partner’s obligation to comply with this Section 10.3 shall survive any liquidation and dissolution of the Partnership and the transfer, assignment or liquidation of such Partner’s Partnership Interest (including for the avoidance of doubt through exercise of the Redemption Right). B. The Partnership Representative shall receive no compensation for its services. All third party costs and expenses incurred by the Partnership Representative in performing its duties as such (including legal and accounting fees and expenses) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting and/or law firm to assist the Partnership Representative in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.

Partnership Representative. A. The General Partner, (a) Service Provider (or such other Person as may alternatively be so designated by the General Partner, following Board and consented to by such Person) is hereby designated as the direction and approval initial “partnership representative” of the Board Company and each Series within the meaning of DirectorsCode Section 6223(a). If any state or local tax law provides for a “tax matters partner”, shall be “partnership representative”, or person having similar rights, powers, authority or obligations, the person designated as the “partnership representative” shall also serve in such capacity (within the meaning of Section 6223 of the Code) (in any such federal, state or local capacity, the “Partnership Representative”). The taking Partnership Representative shall be permitted to appoint any “designated individual” (or similar person) (a “Designated Individual”) permitted under Section 301.6223-1 of the Treasury Regulations or any action successor regulations or similar provisions of tax law, in each case as approved by the Board. If the Partnership Representative appoints a Designated Individual pursuant to Code Section 6223 and Regulations thereunder (or similar provisions of state, local or other tax laws), such Designated Individual shall be subject to this Agreement in the same manner as the Partnership Representative (and references to the Partnership Representative shall include any such Designated Individual unless the context otherwise requires or shall mean solely the Designated Individual as needed to comply with applicable law). The Board may name a replacement Partnership Representative at any time. Subject to the terms of this Agreement, in such capacity, the Partnership Representative shall have all of the rights, authority and power, and shall be subject to all of the obligations, of a tax matters partner/partnership representative to the extent provided in the Code and the incurring of Treasury Regulations, and the Members hereby agree to be bound by any expense actions taken by the Partnership Representative in connection with any such proceeding, except capacity. The Partnership Representative shall represent the Company and each Series in all tax matters to the extent required allowed by law; provided, that the Partnership Representative shall take no material action in such capacity without the prior approval of the Board. Without limiting the foregoing, the Partnership Representative is a matter authorized and required to represent the Company and each Series (at the expense of the Company or applicable Series) in connection with all examinations of the affairs of the Company or any Series by tax authorities, including administrative and judicial proceedings, and to expend Company or Series funds for professional services and costs associated therewith. Any decisions made by the Partnership Representative, following including, without limitation, whether or not to settle or contest any tax matter, and the direction choice of forum for any such contest, and whether or not to extend the period of limitations for the assessment or collection of any tax, shall be subject to the prior approval of the Board Board. All references to Code sections in this Section 35 (including, for the avoidance of Directorsdoubt, Section 35(b) through Section 35(c)) refer to those Code sections as amended by the Bipartisan Budget Act of 2015 (P.L. 114-74) (together with any subsequent amendments thereto, the Treasury Regulations promulgated thereunder, and published administrative interpretations thereof, the provisions relating to indemnification provisions set forth in Section 7.7 of this Agreement “Partnership Tax Audit Rules”). The Partnership Representative shall be fully applicable to indemnified and reimbursed for all damages, including accounting fees, incurred in connection with its serving in that capacity, provided, that (i) the Partnership Representative acted in its capacity as such. good faith; and (ii) the Partnership Representative’s conduct did not constitute fraud, gross negligence, willful misconduct or a material breach by the Partnership Representative of this Agreement. (b) Each Partner hereby Member agrees to cooperate with, provide promptly and to take all reasonable actions update as necessary at any times requested by the Partnership Representative, all information, documents, self- certifications, tax identification numbers, tax forms, and verifications thereof, that the Partnership Representative and the Partnership, to avoid or reduce any tax imposed under Section 6225 of the Code, including deems necessary in connection with (i) taking such actions as may be any information required for the Company or any Series to effect determine the General Partner’s designation as application of Code Section 6221 through Section 6235 to the Partnership RepresentativeCompany or Series, and on behalf of the Partnership, the General Partner’s (or its designee’s) appointment of any “designated individual,” (ii) providing any information or taking such other actions as may be reasonably requested an election by the Partnership Representative in order to determine whether Company or any “imputed underpayment” (within the meaning of Series under Code Section 6225 of the Code6221(b) may be modified pursuant to Section 6225(c) of the Codeor 6226, and (iii) providing an audit or a final adjustment of the Company or any information or taking such other actions as may be Series by a taxing authority. Each Member covenants and agrees to take any action reasonably requested by the Partnership Representative in connection with an election under Code Section 6221(b) or 6226, or an audit of, or a final adjustment with respect to, the Company or such Series by a taxing -47- authority (including, without limitation, promptly paying any election made by the Partnership Representative related taxes, including penalties and interest); provided, that no Member shall be required to file amended tax returns pursuant to Code Section 6226 6225(c)(2)(A). Any Member that fails to report its share of such adjustments on its tax return, agrees to indemnify and hold harmless the CodeBoard, and (iv) upon the request of the Partnership Representative, filing and each of their Affiliates from and against any amended U.S. federal income tax return and all liabilities related to taxes (including penalties and interest) imposed on the Company or comply with the alternative procedure described in Section 6225(c)(2)(B) any Series as a result of the CodeMember’s inaction. In addition, each Member agrees and covenants to indemnify and hold the Company, each Series, the Board, the Partnership Representative, and paying each of their Affiliates harmless from and against any tax due in connection with and all liabilities related to taxes (including penalties and interest) imposed on the Company or the applicable Series resulting from or attributable to such tax return in accordance with Section 6225(c)(2) of the Code or any corresponding provision of applicable state or local law. The provisions of this Section 10.3 and a PartnerMember’s obligation failure to comply with this Section 10.3 35(b). Each Member acknowledges and agrees that no Member shall have any claim against the Company, any Series, the Board, the Partnership Representative, or any of their Affiliates for any tax, penalties or interest resulting from an election by the Company or any Series under Code Section 6226. (c) The provisions contained in this Section 35 shall survive any liquidation and dissolution the termination of the Partnership Company and any Series, the transfertermination of this Agreement and, assignment or liquidation with respect to any Member, the transfer of any portion of such PartnerMember’s Partnership Interest (including for interest in the avoidance of doubt through exercise of the Redemption Right)Company or any Series. B. The Partnership Representative shall receive no compensation for its services. All third party costs and expenses incurred by the Partnership Representative in performing its duties as such (including legal and accounting fees and expenses) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting and/or law firm to assist the Partnership Representative in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.

Partnership Representative. A. The General Partner, or such Person as may alternatively be designated by the General Partner, following the direction and approval of the Board of Directors, shall be the “partnership representative” (within the meaning of Section 6223 of the Code) (the “Partnership Representative”). 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 of the Partnership Representative, following the direction and approval of the Board of Directors, and the provisions relating to indemnification provisions set forth in Section 7.7 of this Agreement shall be fully applicable to the Partnership Representative in its capacity as such. Each Partner hereby agrees to cooperate with, and to take all reasonable actions requested by the Partnership Representative and the Partnership, to avoid or reduce any tax imposed under Section 6225 of the Code, including (i) taking such actions as may be required to effect the General Partner’s designation as the Partnership Representative, and on behalf of the Partnership, the General Partner’s (or its designee’s) appointment of any “designated individual,” (ii) providing any information or taking such other actions as may be reasonably requested by the Partnership Representative in order to determine whether any “imputed underpayment” (within the meaning of Section 6225 of the Code) may be modified pursuant to Section 6225(c) of the Code, (iii) providing any information or taking such other actions as may be reasonably requested by the Partnership Representative in connection with any election made by the Partnership Representative pursuant to Section 6226 of the Code, and (iv) upon the request of the Partnership Representative, filing any amended U.S. federal income tax return or comply with the alternative procedure described in Section 6225(c)(2)(B) of the Code, and paying any tax due in connection with such tax return in accordance with Section 6225(c)(2) of the Code or any corresponding provision of applicable state or local law. The provisions of this Section 10.3 and a Partner’s obligation to comply with this Section 10.3 shall survive any liquidation and dissolution of the Partnership and the transfer, assignment or liquidation of such Partner’s Partnership Interest (including for the avoidance of doubt through exercise of the Redemption Right). B. The Partnership Representative shall receive no compensation for its services. All third party costs and expenses incurred by the Partnership Representative in performing its duties as such (including legal and accounting fees and expenses) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting and/or law firm to assist the Partnership Representative in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.. AmericasActive:14394732.5

Partnership Representative. A. The General Partner, or such Person as may alternatively be designated by the General Partner, following the direction and approval of the Board of Directors, shall be the “partnership representative” (within the meaning of Section 6223 of the Code) (the “Partnership Representative”). 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 of the Partnership Representative, following the direction and approval of the Board of Directors, and the provisions relating to indemnification provisions set forth in Section 7.7 of this Agreement shall be fully applicable to the Partnership Representative in its capacity as such. Each Partner hereby agrees to cooperate with, and to take all reasonable actions requested by the Partnership Representative and the Partnership, to avoid or reduce any tax imposed under Section 6225 of the Code, including (i) taking such actions as AmericasActive:14394763.5 may be required to effect the General Partner’s designation as the Partnership Representative, and on behalf of the Partnership, the General Partner’s (or its designee’s) appointment of any “designated individual,” (ii) providing any information or taking such other actions as may be reasonably requested by the Partnership Representative in order to determine whether any “imputed underpayment” (within the meaning of Section 6225 of the Code) may be modified pursuant to Section 6225(c) of the Code, (iii) providing any information or taking such other actions as may be reasonably requested by the Partnership Representative in connection with any election made by the Partnership Representative pursuant to Section 6226 of the Code, and (iv) upon the request of the Partnership Representative, filing any amended U.S. federal income tax return or comply with the alternative procedure described in Section 6225(c)(2)(B) of the Code, and paying any tax due in connection with such tax return in accordance with Section 6225(c)(2) of the Code or any corresponding provision of applicable state or local law. The provisions of this Section 10.3 and a Partner’s obligation to comply with this Section 10.3 shall survive any liquidation and dissolution of the Partnership and the transfer, assignment or liquidation of such Partner’s Partnership Interest (including for the avoidance of doubt through exercise of the Redemption Right). B. The Partnership Representative shall receive no compensation for its services. All third party costs and expenses incurred by the Partnership Representative in performing its duties as such (including legal and accounting fees and expenses) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting and/or law firm to assist the Partnership Representative in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.

Partnership Representative. A. The General Partnera. For taxable years beginning before January 1, 2018, Section 6.2 of the Agreement as in effect prior to the date of the Fourth Amendment hereto shall apply. b. For taxable years beginning on or after January 1, 2018, the Managing Member, or such Person as may alternatively be designated a person selected by the General Partner, following the direction and approval of the Board of DirectorsManaging Member, shall be designated and shall act as the “partnership representative” (pursuant to Section 6223 of the Code and any comparable state or local law with all of the rights, duties and powers provided for in Sections 6221 through 6241 of the Code and any comparable state or local law. The partnership representative shall appoint on behalf of the Company a “designated individual” within the meaning of Regulations Section 301.6223-1(b)(3), and a designated individual so appointed shall be treated as, and shall have the authority to take any action that may be taken by and shall be subject to the requirements and obligations of, the partnership representative for purposes of this Section 6.2. Subject to the terms of this Agreement, the partnership representative shall have full discretion to represent and bind the Company in any audit or administrative proceeding conducted by any taxing authority, including, without limitation, the power and authority (i) to make an election under Section 6223 (if available) or Section 6226 of the Code, and any Regulations promulgated in accordance therewith, (ii) to take, and to cause the Company to take, all actions necessary or convenient to give effect to such an election and (iii) to make use of, or cause the “Partnership Representative”)Company to make use of, any other options that are or may become available under applicable Code sections, Regulations or guidance. The taking of any action and the incurring of any expense expenses by the Partnership Representative partnership representative in connection with any such audit or administrative proceeding, except to the extent required by law, is a matter in the sole discretion of the Partnership Representative, following the direction and approval of the Board of Directors, partnership representative and the provisions provision relating to indemnification provisions or liability of the Managing Member set forth in Article 9 and the provision relating to indemnification of the Indemnitees set forth in Section 7.7 9.1 of this Agreement shall be fully applicable to the Partnership Representative partnership representative in its capacity as such, and the partnership representative, in its capacity as such, shall be an Indemnitee for all purposes of this Agreement. Each Partner hereby Member agrees to cooperate with, and to take all reasonable actions requested be bound by the Partnership Representative decisions and the Partnership, to avoid or reduce any tax imposed under Section 6225 elections of the Code, including (i) taking partnership representative and shall provide such actions information and cooperation as may be required to effect the General Partner’s designation as the Partnership Representative, and on behalf of the Partnership, the General Partner’s (or its designee’s) appointment of any “designated individual,” (ii) providing any information or taking such other actions as may shall be reasonably requested by the Partnership Representative partnership representative in order connection with such actions, including to determine whether any “imputed underpayment” (within reduce the meaning of Section 6225 amount of the Code) may be modified pursuant to Company’s liability for any imputed underpayment in accordance with the procedures under Section 6225(c) of the CodeCode and comparable state or local laws. To the extent that any taxes, penalties, and interest are payable by the Company in respect of an audit, the Managing Member shall allocate such amounts (and any expenses incurred by the Company in adjudicating or otherwise resolving such liability), to the Members to which such amounts are attributable, in the Managing Member’s discretion, and such amount shall be treated as provided under Section 5.3(b). A Member’s allocable share of any such amounts shall include amounts allocable to any prior owner(s) of such Member’s Membership Interest. For the avoidance of doubt, notwithstanding anything to the contrary in this Agreement, the liabilities and obligations of each Member under this Section 6.2 shall survive (i) any actual or deemed transfer of an interest in the Company by such Member, (ii) such Member ceasing to be a Member under this Agreement and (iii) providing any information or taking such other actions as may be reasonably requested by the Partnership Representative in connection with any election made by the Partnership Representative pursuant to Section 6226 termination, dissolution, liquidation, cancellation, and winding up of the Code, and (iv) upon the request of the Partnership Representative, filing any amended U.S. federal income tax return or comply with the alternative procedure described in Section 6225(c)(2)(B) of the Code, and paying any tax due in connection with such tax return in accordance with Section 6225(c)(2) of the Code or any corresponding provision of applicable state or local law. The provisions of this Section 10.3 and a Partner’s obligation to comply with this Section 10.3 shall survive any liquidation and dissolution of the Partnership and the transfer, assignment or liquidation of such Partner’s Partnership Interest (including for the avoidance of doubt through exercise of the Redemption Right)Company. B. The Partnership Representative shall receive no compensation for its services. c. All third party costs and expenses incurred by the Partnership Representative partnership representative in performing its duties as such (including legal and accounting fees and expenses) shall be borne by the PartnershipCompany. Nothing herein shall be construed to restrict the Partnership Company from engaging an accounting and/or law firm to assist the Partnership Representative partnership representative in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable. 12. Section 6.3(b) of the Operating Agreement is hereby amended to replace “Tax Matters Member” with “partnership representative described in Section 6.2(b) hereto” inserted in its place. 13. Exhibit A of the Operating Agreement is hereby amended by deleting the defined term “Tax Matters 14. Except as modified herein, all terms and conditions of the Operating Agreement shall remain in full force and effect, which terms and conditions the Managing Member hereby ratifies and confirms.

Partnership Representative. A. The General Partner, Partner or such Person as may alternatively be designated by the General Partner, following the direction and approval of the Board of Directors, its designee shall be the “partnership representative” (within the meaning of Section 6223 of the Code) Partnership (the “Partnership Representative”) for purposes of, and in accordance with, Section 6223 of the Code (and any similar or corresponding provision of state, local or non-U.S. tax law), and the General Partner, or the Partnership Representative at the direction of the General Partner, shall be permitted to appoint any “designated individual” (a “Designated Individual”) within the meaning of Regulations Section 301.6223-1 (or any similar or corresponding provision of state, local or non-U.S. tax law). If the Partnership is required to appoint a Designated Individual for any taxable year or other period, such Designated Individual shall be subject to this Agreement in the same manner as the Partnership Representative (and references to the Partnership Representative shall include any such Designated Individual unless the context otherwise requires or shall mean solely the Designated Individual as needed to comply with applicable law). The taking of Partnership Representative may be removed, and a new Partnership Representative appointed, by the General Partner in accordance with the Code and the Regulations. The Partnership Representative shall not take any action and the incurring of any expense by the Partnership Representative in connection with a tax audit, or make any such proceedingtax election, except to without approval of the extent required General Partner. Any reasonable out-of-pocket cost incurred by law, is a matter of the Partnership Representative, following the direction and approval of the Board of Directors, and the provisions relating to indemnification provisions set forth in Section 7.7 of this Agreement shall be fully applicable to the Partnership Representative acting in its capacity as such, shall be deemed costs and expenses of the Partnership, and the Partnership shall reimburse the Partnership Representative for such amounts. Each Partner hereby agrees to cooperate with, and to take all reasonable actions requested by the Partnership Representative and the Partnership, to avoid or reduce any tax imposed under Section 6225 of the Code, including (i) taking to take such actions as may be required to effect the General Partner’s designation as the Partnership Representative, and on behalf of the Partnership, the General Partner’s (or its designee’s) appointment of any “designated individual,” designation as the Partnership Representative and (ii) providing to, upon the request of the Partnership Representative, take such actions as may be required to effect any election or procedure under Sections 6221 through 6241 of the Code and the Regulations promulgated thereunder with respect thereto (or any similar or corresponding provision of state, local or non-U.S. tax law), including as necessary to provide any information or taking take such other actions as may be reasonably requested by the Partnership Representative in order to determine whether modify any “imputed underpayment” (within the meaning of Section 6225 of the Code) may be modified Imputed Underpayment Amount pursuant to Section 6225(c) of the Code, Code (iii) providing any information or taking such other actions as may be reasonably requested by the Partnership Representative in connection with any election made by the Partnership Representative pursuant to Section 6226 of the Code, and (iv) upon the request of the Partnership Representative, filing any amended U.S. federal income tax return or comply with the alternative procedure described in Section 6225(c)(2)(B) of the Code, and paying any tax due in connection with such tax return in accordance with Section 6225(c)(2) of the Code or any similar or corresponding provision of applicable state state, local or local non-U.S. tax law). The provisions of this Section 10.3 and a PartnerA Partnership’s obligation to comply with this Section 10.3 10.3A shall survive any liquidation and dissolution of the Partnership and the transfer, assignment or liquidation of such Partner’s Partnership Interest (including for interest in the avoidance of doubt through exercise of the Redemption Right)Partnership. B. The Partnership Representative shall receive no compensation for its their services. All third third-party costs and expenses incurred by the Partnership Representative in performing its duties as such (including legal and accounting fees and expenses) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting and/or or law firm to assist the Partnership Representative in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.

Partnership Representative. A. The General Partner, or such Person as may alternatively be designated by the General Partner, following the direction and approval of the Board of Directors, shall be the “partnership representative” (within the meaning of Section 6223 of the Code) (the “Partnership Representative”). 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 of the Partnership Representative, following the direction and approval of the Board of Directors, and the provisions relating to indemnification provisions set forth in Section 7.7 of this Agreement shall be fully applicable to the Partnership Representative in its capacity as such. Each Partner hereby agrees to cooperate with, and to take all reasonable actions requested by the Partnership Representative and the Partnership, to avoid or reduce any tax imposed under Section 6225 of the Code, including (i) taking such actions as may be required to effect the General Partner’s designation as the Partnership Representative, and on behalf of the Partnership, the General Partner’s (or its designee’s) appointment of any “designated individual,” (ii) providing any information or taking such other actions as may be reasonably requested by the Partnership Representative in order to determine whether any “imputed underpayment” (within the meaning of Section 6225 of the Code) may be modified pursuant to Section 6225(c) of the Code, (iii) providing any information or taking such other actions as may be reasonably requested by the Partnership Representative in connection with any election made by the Partnership Representative pursuant to Section 6226 of the Code, and (iv) upon the request of the Partnership Representative, filing any amended U.S. federal income tax return or comply with the alternative procedure described in Section 6225(c)(2)(B) of the Code, and paying any tax due in connection with such tax return in accordance with Section 6225(c)(2) of the Code or any corresponding provision of applicable state or local law. The provisions of this Section 10.3 and a Partner’s obligation to comply with this Section 10.3 shall survive any liquidation and dissolution of the Partnership and the transfer, assignment or liquidation of such Partner’s Partnership Interest (including for the avoidance of doubt through exercise of the Redemption Right). B. The Partnership Representative shall receive no compensation for its services. All third party costs and expenses incurred by the Partnership Representative in performing its duties as such (including legal and accounting fees and expenses) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting and/or law firm to assist the Partnership Representative in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.. AmericasActive:14016784.12

Partnership Representative. A. The General Partner, Special Limited Partner (or such Person as may alternatively be designated by the General Partner, following the direction and approval of the Board of Directors, its designee) shall be the “partnership representative” (within of the meaning Partnership for purposes of Code Section 6223 and any corresponding provision of the Code) applicable federal, state, local and/or foreign law (the “Partnership Representative”). , and on behalf of the Partnership, the Special Limited Partner (or its designee) shall be permitted to appoint any “designated individual” (the “Designated Individual”) permitted under Treasury Regulations Sections 301.6223-1 and 301.6223-2 or any successor regulations or similar provisions of tax law, and unless the context otherwise requires, any reference to the Partnership Representative in this Agreement includes any “designated individual.” The taking Partnership Representative shall be entitled to be reimbursed by the Partnership for all out-of-pocket costs and expenses incurred as a result of any action and the incurring of any expense by acting as the Partnership Representative in connection with any such proceeding, except to the extent required by law, is a matter of proceeding involving the Partnership Representative, following and to be indemnified by the direction and approval Partnership (solely out of the Board Partnership assets) with respect to any action brought against it as a result of Directors, and the provisions relating to indemnification provisions set forth in Section 7.7 of this Agreement shall be fully applicable to the acting as Partnership Representative in its capacity as suchconnection with the resolution or settlement of any such proceeding. Each Partner hereby agrees to cooperate with, and to take all reasonable actions requested by the Partnership Representative and the Partnership, to avoid or reduce any tax imposed under Section 6225 of the Code, including (i) taking to take such actions as may be required to effect the General Special Limited Partner’s designation as the Partnership Representative, and on behalf of the Partnership, the General Special Limited Partner’s (or its designee’s) appointment of any “designated individual,” and (ii) providing to cooperate to provide any information or taking take such other actions as may be reasonably requested by the Partnership Representative in order to determine whether any “imputed underpayment” (within the meaning of Section 6225 of the Code) Imputed Underpayment Amount may be modified pursuant to Code Section 6225(c) of the Code, (iii) providing any information or taking such other actions as may be reasonably requested by the Partnership Representative in connection with any election made by the Partnership Representative pursuant to Section 6226 of the Code, and (ivc) to, upon the request of the Partnership Representative, filing file any amended U.S. federal income tax return or comply with the alternative procedure described in Code Section 6225(c)(2)(B) of the Code), and paying pay any tax due in connection with such tax return in accordance with Code Section 6225(c)(2) of the Code or any corresponding provision of applicable state or local law. The provisions of this Section 10.3 and a Partner’s obligation to comply with this Section 10.3 shall survive any liquidation and dissolution of the Partnership and the transfer, assignment or liquidation of such Partner’s Partnership Interest (including for the avoidance of doubt through exercise of the Redemption Right). B. . 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 and the Special Limited Partner set forth in Section 7.7 shall be fully applicable to the Partnership Representative in its capacity as such. The Partnership Representative shall receive no compensation for its services. All third third-party costs and expenses incurred by the Partnership Representative in performing its duties as such (including legal and accounting fees and expenses) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting and/or or law firm to assist the Partnership Representative in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.

Partnership Representative. A. The General Partner, or such Person as may alternatively be designated by the General Partner, following the direction and approval of the Board of Directors, shall be the “partnership representative” (within the meaning of Section 6223 of the Code) (the “Partnership Representative”). 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 of the Partnership Representative, following the direction and approval of the Board of Directors, and the provisions relating to indemnification provisions set forth in Section 7.7 of this Agreement shall be fully applicable to the Partnership Representative in its capacity as such. Each Partner hereby agrees to cooperate with, and to take all reasonable actions requested by the Partnership Representative and the Partnership, to avoid or reduce any tax imposed under Section 6225 of the Code, including (i) taking such actions as may be required to effect the General Partner’s designation as the Partnership Representative, and on behalf of the Partnership, the General Partner’s (or its designee’s) appointment of any “designated individual,” (ii) providing any information or taking such other actions as may be reasonably requested by the Partnership Representative in order to determine whether any “imputed underpayment” (within the meaning of Section 6225 of the Code) may be modified pursuant to Section 6225(c) of the Code, (iii) providing any information or taking such other actions as may be reasonably requested by the Partnership Representative in connection with any election made by the Partnership Representative pursuant to Section 6226 of the Code, and (iv) upon the request of the Partnership Representative, filing any amended U.S. federal income tax return or comply with the alternative procedure described in Section 6225(c)(2)(B) of the Code, and paying any tax due in connection with such tax return in accordance with Section 6225(c)(2) of the Code or any corresponding provision of applicable state or local law. The provisions of this Section 10.3 and a Partner’s obligation to comply with this Section 10.3 shall survive any liquidation and dissolution of the Partnership and the transfer, assignment or liquidation of such Partner’s Partnership Interest (including for the avoidance of doubt through exercise of the Redemption Right). B. The Partnership Representative shall receive no compensation for its services. All third party costs and expenses incurred by the Partnership Representative in performing its duties as such (including legal and accounting fees and expenses) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting and/or law firm to assist the Partnership Representative in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.. AmericasActive:14392849.4