Common use of Partnership Representative Clause in Contracts

Partnership Representative. (a) As of the Effective Date, the PBF Member shall be the “partnership representative” within the meaning of Section 6223 of the Code (the “Partnership Representative”). (b) Subject always to its obligation to act in the best interest of the Company, the Partnership Representative shall have the exclusive right and sole authority to act on behalf of the Company under Subchapter C of Section 63 of the Code (relating to partnership audit proceedings) and in any tax proceedings brought by taxing authorities. Subject to the terms of this Section 9.4, the Partnership Representative shall be responsible for making all decisions, filing all elections and taking all other actions, in each case related to any such tax proceedings or otherwise related to its role as “partnership representative.” The Partnership Representative will give notice to the other Members of any audit, administrative or judicial proceeding relating to taxes of the Company as soon as reasonably practicable, but no later than thirty (30) days, after becoming aware of such proceeding. The Partnership Representative shall forward to each other Member copies of all significant written communications it may receive in that capacity and will keep the other Members reasonably informed concerning the progress and status of any such audit or proceeding. The Partnership Representative shall provide written notice to the other Members concerning its intent to make any election or decision, or take any other action, with respect to Sections 6221 through 6234 of the Code, and shall permit such other Member to review and provide comments with respect to such election, decision or action. (c) In the case of any Imputed Underpayment, except as agreed to by the Initial Members, the Partnership Representative shall make a timely election under Section 6226 of the Code to “push out” such Imputed Underpayment to the current and former Members, as applicable, and furnish to such Members and the IRS a statement of such respective Member’s share, with the shares calculated in a manner that takes into account how the items of income, gain, loss, deduction or credit that gave rise to such Imputed Underpayment would have been allocated to each Member under this Agreement for the applicable taxable year, as required by Section 6226(a)(2) of the Code. Upon an Initial Member’s request, with respect to any Imputed Underpayment, the Partnership Representative shall apply the “pull-in” method described in Section 6225(c)(2)(B) of the Code and the Treasury Regulations thereunder with respect to such Initial Member. The Partnership Representative shall cooperate with any Initial Member concerning an Imputed Underpayment and provide any information reasonably requested to permit such Initial Member to prepare any amended return, participate in the “pull-in” method described in Section 6225(c)(2)(B) of the Code and the Treasury Regulations thereunder, or compute any tax liability, in each case, with respect to such Imputed Underpayment. (d) Each current and former Member’s allocable portion of any Imputed Underpayment shall be subject to the review and comment of each such Member and shall take into account the extent to which such Imputed Underpayment was modified by any applicable and permitted adjustments, including such adjustments attributable to a current or former Member’s (or such Member’s direct or indirect owner’s) (i) tax classification, tax rates, tax attributes, the character of tax items to which the adjustment relates or similar factors or (ii) filing of an amended tax return and payment of taxes that complies with Section 6225(c)(2)(A) of the Code and the Treasury Regulations thereunder, or participation in the “pull-in” method in a manner that complies with Section 6225(c)(2)(B) of the Code and the Treasury Regulations thereunder. (e) Except as described in Section 9.4(c), the Partnership Representative shall not take any of the following actions without the prior written consent of any Initial Member whose rights or obligations would be adversely affected by such actions: (i) file any suit or petition in the U.S. Tax Court or any other venue concerning any tax refund or deficiency relating to any Company administrative adjustment; provided that no such consent shall be required if the estimated amount in controversy is not greater than $500,000, or (ii) enter into any settlement agreement or other compromise relating to any material Company item of income, gain, loss, deduction or credit for any taxable year of the Company. (f) Each Member shall indemnify and reimburse the Company to the extent the Company is required to make any payment for taxes, interest, addition to tax or penalty with respect to a Member’s share of any Covered Audit Adjustment as determined in the reasonable good faith discretion of the Partnership Representative, which shall be consistent with the allocations set forth under Section 4.2(i). To the fullest extent permitted by applicable Law, a Member’s obligations under this Section 9.4(f) shall survive the dissolution, liquidation, termination and winding-up of the Company and shall survive, as to each Member, such Member’s withdrawal from the Company or termination of the Member’s status as a Member. The Company may pursue all rights and remedies it may have against any Member (or former Member). Any amounts payable to the Company under this Section 9.4(f) shall be payable by such Member within fifteen (15) Business Days of the Member’s receipt of notice that such payment is due. To the extent, and at the time(s), that a Member makes a payment to the Company under this Section 9.4(f), such payment shall increase such Member’s Capital Account in the good faith discretion of the Partnership Representative, but shall not reduce the amount that such Member is otherwise obligated to contribute to the Company under this Agreement. The Company shall have a right of set-off against distributions to a Member or former Member for amounts to be indemnified pursuant to this Section 9.4(f), and any amount so withheld shall be treated as an amount distributed to such Member for purposes of Section 4.5(c) and Section 13.3. (g) Any reasonable, documented cost or expense incurred by the Partnership Representative in connection with the roles and responsibilities described in this Section 9.4, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. The Members agree to reasonably cooperate with the Company and the Partnership Representative as necessary to carry out the intent of this Section 9.4.

Partnership Representative. (a) As of the Effective Date, the PBF Member shall be Manager is h▇▇▇▇▇ designated as the “partnership representative” of the Company for purposes and within the meaning of Section 6223 of the Code New Partnership Audit Rules (the “Partnership Representative”). (b) Subject always . The Company and each Member shall take such actions as may be required to its obligation effect such designation. The Partnership Representative shall designate from time to time a “designated individual” to act in the best interest on behalf of the CompanyPartnership Representative, and such designated individual shall be subject to replacement by the Partnership Representative in accordance with the Code and Treasury Regulations. To the extent that the Partnership Representative does not make an election to apply the alternative method provided by Section 6226 of the Code (or any analogous provision of state or local tax law), the Partnership Representative shall have the exclusive right authority and sole authority discretion to act on behalf determine the portion of any imputed underpayment (within the meaning of the Company under Subchapter C of Section 63 of the Code (relating New Partnership Audit Rules) allocable to partnership audit proceedings) and in each Member. Each Member agrees to provide any tax proceedings brought information reasonably requested by taxing authorities. Subject to the terms of this Section 9.4, the Partnership Representative shall in order to determine whether any imputed underpayment (within the meaning of the New Partnership Audit Rules) may be responsible for making all decisionsmodified in a manner consistent with the requirements of Code Section 6225(c), filing all elections and taking all other actionsincluding any information that will enable the Partnership Representative to determine the portion of the imputed underpayment allocable to (A) a “tax-exempt entity” (as defined in Code Section 168(h)(2)), in each the case related of ordinary income, to a C corporation or, in the case of capital gain or qualified dividend income, to an individual. Each Member agrees that any such tax proceedings or otherwise related to its role as “partnership representative.” The Partnership Representative will give notice to the other Members of any audit, administrative or judicial proceeding relating to taxes of payment by the Company as soon as reasonably practicable, but no later than thirty (30) days, after becoming aware of such proceeding. The Partnership Representative shall forward to each other Member copies of all significant written communications it may receive in that capacity and will keep the other Members reasonably informed concerning the progress and status of any such audit or proceeding. The Partnership Representative shall provide written notice to the other Members concerning its intent to make any election or decision, or take any other action, a partnership-level tax imposed with respect to Sections 6221 through 6234 of the Code, and New Partnership Audit Rules shall permit such other Member to review and provide comments be treated as paid with respect to such election, decision or action. (c) In Member. Each Member shall promptly contribute the case amount of its allocable share of any Imputed Underpayment, except as agreed to partnership-level tax upon request by the Initial Manager and, to the extent a Member does not contribute such amount within 15 days after demand for payment thereof, the Company shall offset such amount against distributions to which such Member would otherwise be subsequently entitled pursuant to Section 4.02 and 4.03 (and such amounts shall be deemed distributed pursuant to those provisions). Each Member hereby agrees to indemnify and hold harmless the Company, the other Members, the Partnership Representative shall make a timely election under Section 6226 of the Code to “push out” such Imputed Underpayment to the current and former Members, as applicable, and furnish to such Members and the IRS a statement of such respective Member’s share, with the shares calculated in a manner that takes into account how the items of income, gain, loss, deduction or credit that gave rise to such Imputed Underpayment would have been allocated to each Member under this Agreement Manager from and against any liability (including any liability for the applicable taxable year, as required by Section 6226(a)(2) of the Code. Upon an Initial Member’s request, partnership-level taxes imposed with respect to any Imputed Underpayment, the New Partnership Representative shall apply the “pull-in” method described in Section 6225(c)(2)(BAudit Rules) of the Code and the Treasury Regulations thereunder with respect to income attributable to or distributions or other payment to such Initial Member. The Partnership Representative shall cooperate with any Initial Member concerning an Imputed Underpayment and provide any information reasonably requested to permit such Initial Member to prepare any amended return, participate in the “pull-in” method described in Section 6225(c)(2)(B) of the Code and the Treasury Regulations thereunder, or compute any tax liability, in each case, with respect to such Imputed Underpayment. (d) Each current and former Member’s allocable portion of any Imputed Underpayment shall be subject to the review and comment of each such Member and shall take into account the extent to which such Imputed Underpayment was modified by any applicable and permitted adjustments, including such adjustments attributable to a current or former Member’s (or such Member’s direct or indirect owner’s) (i) tax classification, tax rates, tax attributes, the character of tax items to which the adjustment relates or similar factors or (ii) filing of an amended tax return and payment of taxes that complies with Section 6225(c)(2)(A) of the Code and the Treasury Regulations thereunder, or participation in the “pull-in” method in a manner that complies with Section 6225(c)(2)(B) of the Code and the Treasury Regulations thereunder. (e) Except as described in Section 9.4(c), the Partnership Representative shall not take any of the following actions without the prior written consent of any Initial Member whose rights or obligations would be adversely affected by such actions: (i) file any suit or petition in the U.S. Tax Court or any other venue concerning any tax refund or deficiency relating to any Company administrative adjustment; provided that no such consent shall be required if the estimated amount in controversy is not greater than $500,000, or (ii) enter into any settlement agreement or other compromise relating to any material Company item of income, gain, loss, deduction or credit for any taxable year of the Company. (f) Each Member shall indemnify and reimburse agrees, upon the Company to the extent the Company is required to make any payment for taxes, interest, addition to tax or penalty with respect to a Member’s share of any Covered Audit Adjustment as determined in the reasonable good faith discretion request of the Partnership Representative, to file an amended United States federal income tax return for the taxable year which shall be consistent with includes the allocations set forth under Section 4.2(i). To the fullest extent permitted by applicable Law, a Member’s obligations under this Section 9.4(f) shall survive the dissolution, liquidation, termination and winding-up end of the Company taxable year to which an imputed underpayment relates and shall surviveto pay on a timely basis any and all resulting taxes, as additions to each Membertax, such Member’s withdrawal from the Company or termination of the Member’s status as a Member. The Company may pursue all rights penalties and remedies it may have against any Member (or former Member). Any amounts payable to the Company under this Section 9.4(f) shall be payable by such Member within fifteen (15) Business Days of the Member’s receipt of notice that such payment is due. To the extent, and at the time(s), that a Member makes a payment to the Company under this Section 9.4(f), such payment shall increase such Member’s Capital Account in the good faith discretion of the Partnership Representative, but shall not reduce the amount that such Member is otherwise obligated to contribute to the Company under this Agreement. The Company shall have a right of set-off against distributions to a Member or former Member for amounts to be indemnified pursuant to this Section 9.4(f), and any amount so withheld shall be treated as an amount distributed to such Member for purposes of Section 4.5(c) and Section 13.3. (g) Any reasonable, documented cost or expense incurred by the Partnership Representative interest due in connection with the roles and responsibilities described such tax return in this accordance with Code Section 9.4, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. The Members agree to reasonably cooperate with the Company and the Partnership Representative as necessary to carry out the intent of this Section 9.46225(c)(2).

Partnership Representative. (ai) As of the Effective Date, the PBF The Managing Member shall be is hereby designated as the “partnership representative” of the Company for purposes and within the meaning of Section 6223 of the Code New Partnership Audit Rules (the “Partnership Representative”). (b) Subject always . The Company and each Member shall take such actions as may be required to its obligation effect such designation. The Partnership Representative shall designate from time to time a “designated individual” to act in the best interest on behalf of the CompanyPartnership Representative, and such designated individual shall be subject to replacement by the Partnership Representative in accordance with the Code and Treasury Regulations. To the extent that the Partnership Representative does not make an election to apply the alternative method provided by Section 6226 of the Code (or any analogous provision of state or local tax law), the Partnership Representative shall have the exclusive right authority and sole authority discretion to act on behalf determine the portion of any imputed underpayment (within the meaning of the Company under Subchapter C of Section 63 of the Code (relating New Partnership Audit Rules) allocable to partnership audit proceedings) and in each Member. Each Member agrees to provide any tax proceedings brought information reasonably requested by taxing authorities. Subject to the terms of this Section 9.4, the Partnership Representative shall in order to determine whether any imputed underpayment (within the meaning of the New Partnership Audit Rules) may be responsible for making all decisionsmodified in a manner consistent with the requirements of Code Section 6225(c), filing all elections and taking all other actionsincluding any information that will enable the Partnership Representative to determine the portion of the imputed underpayment allocable to (A) a “tax-exempt entity” (as defined in Code Section 168(h)(2)), in each the case related of ordinary income, to a C corporation or, in the case of capital gain or qualified dividend income, to an individual. Each Member agrees that any such tax proceedings or otherwise related to its role as “partnership representative.” The Partnership Representative will give notice to the other Members of any audit, administrative or judicial proceeding relating to taxes of payment by the Company as soon as reasonably practicable, but no later than thirty (30) days, after becoming aware of such proceeding. The Partnership Representative shall forward to each other Member copies of all significant written communications it may receive in that capacity and will keep the other Members reasonably informed concerning the progress and status of any such audit or proceeding. The Partnership Representative shall provide written notice to the other Members concerning its intent to make any election or decision, or take any other action, a partnership-level tax imposed with respect to Sections 6221 through 6234 of the Code, and New Partnership Audit Rules shall permit such other Member to review and provide comments be treated as paid with respect to such election, decision or action. (c) In Member. Each Member shall promptly contribute the case amount of its allocable share of any Imputed Underpayment, except as agreed to partnership-level tax upon request by the Initial Managing Member and, to the extent a Member does not contribute such amount within 15 days after demand for payment thereof, the Company shall offset such amount against distributions to which such Member would otherwise be subsequently entitled pursuant to Section 4.02 and 4.03 (and such amounts shall be deemed distributed pursuant to those provisions). Each Member hereby agrees to indemnify and hold harmless the Company, the other Members, the Partnership Representative shall make a timely election under Section 6226 of the Code to “push out” such Imputed Underpayment to the current and former Members, as applicable, and furnish to such Members and the IRS a statement of such respective Member’s share, with the shares calculated in a manner that takes into account how the items of income, gain, loss, deduction or credit that gave rise to such Imputed Underpayment would have been allocated to each Managing Member under this Agreement from and against any liability (including any liability for the applicable taxable year, as required by Section 6226(a)(2) of the Code. Upon an Initial Member’s request, partnership-level taxes imposed with respect to any Imputed Underpayment, the New Partnership Representative shall apply the “pull-in” method described in Section 6225(c)(2)(BAudit Rules) of the Code and the Treasury Regulations thereunder with respect to income attributable to or distributions or other payment to such Initial Member. The Partnership Representative shall cooperate with any Initial Member concerning an Imputed Underpayment and provide any information reasonably requested to permit such Initial Member to prepare any amended return, participate in the “pull-in” method described in Section 6225(c)(2)(B) of the Code and the Treasury Regulations thereunder, or compute any tax liability, in each case, with respect to such Imputed Underpayment. (d) Each current and former Member’s allocable portion of any Imputed Underpayment shall be subject to the review and comment of each such Member and shall take into account the extent to which such Imputed Underpayment was modified by any applicable and permitted adjustments, including such adjustments attributable to a current or former Member’s (or such Member’s direct or indirect owner’s) (i) tax classification, tax rates, tax attributes, the character of tax items to which the adjustment relates or similar factors or (ii) filing of an amended tax return and payment of taxes that complies with Section 6225(c)(2)(A) of the Code and the Treasury Regulations thereunder, or participation in the “pull-in” method in a manner that complies with Section 6225(c)(2)(B) of the Code and the Treasury Regulations thereunder. (e) Except as described in Section 9.4(c), the Partnership Representative shall not take any of the following actions without the prior written consent of any Initial Member whose rights or obligations would be adversely affected by such actions: (i) file any suit or petition in the U.S. Tax Court or any other venue concerning any tax refund or deficiency relating to any Company administrative adjustment; provided that no such consent shall be required if the estimated amount in controversy is not greater than $500,000, or (ii) enter into any settlement agreement or other compromise relating to any material Company item of income, gain, loss, deduction or credit for any taxable year of the Company. (f) Each Member shall indemnify and reimburse agrees, upon the Company to the extent the Company is required to make any payment for taxes, interest, addition to tax or penalty with respect to a Member’s share of any Covered Audit Adjustment as determined in the reasonable good faith discretion request of the Partnership Representative, to file an amended United States federal income tax return for the taxable year which shall be consistent with includes the allocations set forth under Section 4.2(i). To the fullest extent permitted by applicable Law, a Member’s obligations under this Section 9.4(f) shall survive the dissolution, liquidation, termination and winding-up end of the Company taxable year to which an imputed underpayment relates and shall surviveto pay on a timely basis any and all resulting taxes, as additions to each Membertax, penalties and interest due in connection with such Member’s withdrawal from the Company or termination of the Member’s status as a Member. The Company may pursue all rights and remedies it may have against any Member tax return in accordance with Code Section 6225(c)(2). (or former Member). Any amounts payable ii) Notwithstanding anything in this Agreement to the Company under this Section 9.4(fcontrary,(x) shall be payable by such Member within fifteen (15) Business Days of the Member’s receipt of notice that such payment is due. To the extent, and at the time(s), that a Member makes a payment to the Company under this Section 9.4(f), such payment shall increase such Member’s Capital Account in the good faith discretion of the Partnership Representative, but shall not reduce the amount that such Member is otherwise obligated to contribute to in its sole discretion, may, and/or may cause the Company to, make or take (or not make or take) any election or other action that the Partnership Representative and/or the Company is permitted or required to make or take (or not make or take) under this Agreement. The Company the New Partnership Audit Rules; and (y) each Member shall have a right timely make or take (and/or cause to be timely made and taken) any and all actions and payments, and each Member shall timely prepare and file (and/or shall cause to be timely prepared and filed) any and all of set-off against distributions its tax returns, consistent with and in compliance with the New Partnership Audit Rules and/or otherwise as the Partnership Representative shall determine to be consistent with and in compliance with the New Partnership Audit Rules and which the Partnership directs a Member to make, take or former do. (iii) For the avoidance of doubt, any Person who ceases to be a Member shall be deemed to be a Member for amounts to be indemnified purposes of this Section 8.03, and the obligations of a Member pursuant to this Section 9.4(f), and 8.03 shall survive indefinitely with respect to any amount so taxes withheld shall be treated as an amount distributed to such Member for purposes of Section 4.5(c) and Section 13.3. (g) Any reasonable, documented cost or expense incurred by the Partnership Representative in connection with the roles and responsibilities described in this Section 9.4, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. The Members agree Company that relate to reasonably cooperate with the Company and the Partnership Representative as necessary to carry out the intent period during which such Person was actually a Member, regardless of this Section 9.4whether such taxes are assessed, withheld or otherwise paid during such period.

Partnership Representative. (a) As of the Effective Date, the PBF Member shall be Manager is hereby designated as the “partnership representative” of the Company for purposes and within the meaning of Section 6223 of the Code New Partnership Audit Rules (the “Partnership Representative”). (b) Subject always . The Company and each Member shall take such actions as may be required to its obligation effect such designation. The Partnership Representative shall designate from time to time a “designated individual” to act in the best interest on behalf of the CompanyPartnership Representative, and such designated individual shall be subject to replacement by the Partnership Representative in accordance with the Code and Treasury Regulations. To the extent that the Partnership Representative does not make an election to apply the alternative method provided by Section 6226 of the Code (or any analogous provision of state or local tax law), the Partnership Representative shall have the exclusive right authority and sole authority discretion to act on behalf determine the portion of any imputed underpayment (within the meaning of the Company under Subchapter C of Section 63 of the Code (relating New Partnership Audit Rules) allocable to partnership audit proceedings) and in each Member. Each Member agrees to provide any tax proceedings brought information reasonably requested by taxing authorities. Subject to the terms of this Section 9.4, the Partnership Representative shall in order to determine whether any imputed underpayment (within the meaning of the New Partnership Audit Rules) may be responsible for making all decisionsmodified in a manner consistent with the requirements of Code Section 6225(c), filing all elections and taking all other actionsincluding any information that will enable the Partnership Representative to determine the portion of the imputed underpayment allocable to (A) a “tax-exempt entity” (as defined in Code Section 168(h)(2)), in each the case related of ordinary income, to a C corporation or, in the case of capital gain or qualified dividend income, to an individual. Each Member agrees that any such tax proceedings or otherwise related to its role as “partnership representative.” The Partnership Representative will give notice to the other Members of any audit, administrative or judicial proceeding relating to taxes of payment by the Company as soon as reasonably practicable, but no later than thirty (30) days, after becoming aware of such proceeding. The Partnership Representative shall forward to each other Member copies of all significant written communications it may receive in that capacity and will keep the other Members reasonably informed concerning the progress and status of any such audit or proceeding. The Partnership Representative shall provide written notice to the other Members concerning its intent to make any election or decision, or take any other action, a partnership-level tax imposed with respect to Sections 6221 through 6234 of the Code, and New Partnership Audit Rules shall permit such other Member to review and provide comments be treated as paid with respect to such election, decision or action. (c) In Member. Each Member shall promptly contribute the case amount of its allocable share of any Imputed Underpayment, except as agreed to partnership-level tax upon request by the Initial Manager and, to the extent a Member does not contribute such amount within 15 days after demand for payment thereof, the Company shall offset such amount against distributions to which such Member would otherwise be subsequently entitled pursuant to Section 4.02 and 4.03 (and such amounts shall be deemed distributed pursuant to those provisions). Each Member hereby agrees to indemnify and hold harmless the Company, the other Members, the Partnership Representative shall make a timely election under Section 6226 of the Code to “push out” such Imputed Underpayment to the current and former Members, as applicable, and furnish to such Members and the IRS a statement of such respective Member’s share, with the shares calculated in a manner that takes into account how the items of income, gain, loss, deduction or credit that gave rise to such Imputed Underpayment would have been allocated to each Member under this Agreement Manager from and against any liability (including any liability for the applicable taxable year, as required by Section 6226(a)(2) of the Code. Upon an Initial Member’s request, partnership-level taxes imposed with respect to any Imputed Underpayment, the New Partnership Representative shall apply the “pull-in” method described in Section 6225(c)(2)(BAudit Rules) of the Code and the Treasury Regulations thereunder with respect to income attributable to or distributions or other payment to such Initial Member. The Partnership Representative shall cooperate with any Initial Member concerning an Imputed Underpayment and provide any information reasonably requested to permit such Initial Member to prepare any amended return, participate in the “pull-in” method described in Section 6225(c)(2)(B) of the Code and the Treasury Regulations thereunder, or compute any tax liability, in each case, with respect to such Imputed Underpayment. (d) Each current and former Member’s allocable portion of any Imputed Underpayment shall be subject to the review and comment of each such Member and shall take into account the extent to which such Imputed Underpayment was modified by any applicable and permitted adjustments, including such adjustments attributable to a current or former Member’s (or such Member’s direct or indirect owner’s) (i) tax classification, tax rates, tax attributes, the character of tax items to which the adjustment relates or similar factors or (ii) filing of an amended tax return and payment of taxes that complies with Section 6225(c)(2)(A) of the Code and the Treasury Regulations thereunder, or participation in the “pull-in” method in a manner that complies with Section 6225(c)(2)(B) of the Code and the Treasury Regulations thereunder. (e) Except as described in Section 9.4(c), the Partnership Representative shall not take any of the following actions without the prior written consent of any Initial Member whose rights or obligations would be adversely affected by such actions: (i) file any suit or petition in the U.S. Tax Court or any other venue concerning any tax refund or deficiency relating to any Company administrative adjustment; provided that no such consent shall be required if the estimated amount in controversy is not greater than $500,000, or (ii) enter into any settlement agreement or other compromise relating to any material Company item of income, gain, loss, deduction or credit for any taxable year of the Company. (f) Each Member shall indemnify and reimburse agrees, upon the Company to the extent the Company is required to make any payment for taxes, interest, addition to tax or penalty with respect to a Member’s share of any Covered Audit Adjustment as determined in the reasonable good faith discretion request of the Partnership Representative, to file an amended United States federal income tax return for the taxable year which shall be consistent with includes the allocations set forth under Section 4.2(i). To the fullest extent permitted by applicable Law, a Member’s obligations under this Section 9.4(f) shall survive the dissolution, liquidation, termination and winding-up end of the Company taxable year to which an imputed underpayment relates and shall surviveto pay on a timely basis any and all resulting taxes, as additions to each Membertax, such Member’s withdrawal from the Company or termination of the Member’s status as a Member. The Company may pursue all rights penalties and remedies it may have against any Member (or former Member). Any amounts payable to the Company under this Section 9.4(f) shall be payable by such Member within fifteen (15) Business Days of the Member’s receipt of notice that such payment is due. To the extent, and at the time(s), that a Member makes a payment to the Company under this Section 9.4(f), such payment shall increase such Member’s Capital Account in the good faith discretion of the Partnership Representative, but shall not reduce the amount that such Member is otherwise obligated to contribute to the Company under this Agreement. The Company shall have a right of set-off against distributions to a Member or former Member for amounts to be indemnified pursuant to this Section 9.4(f), and any amount so withheld shall be treated as an amount distributed to such Member for purposes of Section 4.5(c) and Section 13.3. (g) Any reasonable, documented cost or expense incurred by the Partnership Representative interest due in connection with the roles and responsibilities described such tax return in this accordance with Code Section 9.4, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. The Members agree to reasonably cooperate with the Company and the Partnership Representative as necessary to carry out the intent of this Section 9.46225(c)(2).

Partnership Representative. The Manager shall appoint a Member (awhich may be itself) As as the Partnership Representative, subject to replacement by the Manager. The Partnership Representative shall have all of the Effective Daterights, the PBF Member authority and power, and shall be the “partnership representative” within the meaning of Section 6223 subject to all of the Code (obligations, of a Partnership Representative to the “Partnership Representative”). (b) Subject always to its obligation to act extent provided in the best interest Partnership Tax Audit Rules (or other applicable Law), subject to the provisions of this Agreement. For any period in which the CompanyPartnership Representative is not a natural person, the Partnership Representative shall have the exclusive right and sole authority to act on behalf appoint a natural person that is an officer or employee of the Company or PubCo as the “designated individual” (within the meaning of Treasury Regulations Section 301.6223-1(b)(3)) to act in accordance with the rights and duties under Subchapter C of Section 63 of the Code (relating to partnership audit proceedings) and in any tax proceedings brought by taxing authorities. Subject to the terms of this Section 9.48.03, and such designated individual shall be subject to replacement by the Partnership Representative shall be responsible for making all decisions, filing all elections and taking all other actions, in each case related to any such tax proceedings or otherwise related to its role as “partnership representative.” accordance with Treasury Regulations Section 301.6223-1. The Partnership Representative will give timely notice to the other Members of any material audit, administrative or judicial proceeding relating to taxes of the Company as soon as reasonably practicableCompany, but no later than thirty (30) days, 30 days after becoming aware receiving written notice of such audit or proceeding. The Partnership Representative shall forward to each other Member copies of all significant written communications it may receive in that capacity and will keep the other Members reasonably informed concerning the progress and status of any such audit or proceeding. The Partnership Representative shall provide written notice to the other Members concerning its intent to make any election or decision, or take any other action, with respect to Sections 6221 through 6234 of the Code, and shall permit such other Member the Members to review and provide suggest comments with respect to such election, decision election or action. (c) In decision. Without limiting the case of any Imputed Underpayment, except as agreed to by the Initial Members, the Partnership Representative shall make a timely election under Section 6226 generality of the Code to “push out” such Imputed Underpayment to the current and former Membersforegoing, as applicable, and furnish to such Members and the IRS a statement of such respective Member’s share, with the shares calculated in a manner that takes into account how the items of income, gain, loss, deduction or credit that gave rise to such Imputed Underpayment would have been allocated to each Member under this Agreement for the applicable taxable year, as required by Section 6226(a)(2) of the Code. Upon an Initial Member’s request, with respect to any Imputed Underpayment, the Partnership Representative shall apply the “pull-in” method described in Section 6225(c)(2)(B) of the Code and the Treasury Regulations thereunder with respect to such Initial Member. The Partnership Representative shall cooperate with any Initial Member concerning an Imputed Underpayment and provide any information reasonably requested to permit such Initial Member to prepare any amended return, participate in the “pull-in” method described in Section 6225(c)(2)(B) of the Code and the Treasury Regulations thereunder, or compute any tax liability, in each case, with respect to such Imputed Underpayment. (d) Each current and former Member’s allocable portion of any Imputed Underpayment shall be subject to the review and comment of each such Member and shall take into account the extent to which such Imputed Underpayment was modified by any applicable and permitted adjustments, including such adjustments attributable to a current or former Member’s (or such Member’s direct or indirect owner’s) (i) no Member shall be required to file an amended U.S. federal income tax classificationreturn, as described in Code Section 6225(c)(2)(A), or pay any tax ratesdue and provide information to the Internal Revenue Service as described in Code Section 6225(c)(2)(B), tax attributeswithout the approval of such Member (not to be unreasonably withheld, the character of tax items to which the adjustment relates conditioned or similar factors or delayed), and (ii) filing of an amended tax return and payment of taxes that complies with Section 6225(c)(2)(A) of the Code and the Treasury Regulations thereunder, or participation in the “pull-in” method in a manner that complies with Section 6225(c)(2)(B) of the Code and the Treasury Regulations thereunder. (e) Except as described in Section 9.4(c), the Partnership Representative shall not take cause or permit any of the following actions without the prior written consent settlement or compromise of any Initial Member whose rights material tax audit or obligations would proceeding that could reasonably be adversely affected by such actions: expected to have a disproportionate (i) file any suit or petition in the U.S. Tax Court or any compared to other venue concerning any tax refund or deficiency relating Members, but without regard to any Company administrative adjustment; provided that no such consent shall be required if disproportionate impact caused by disparate Common Unit Sharing Percentages), adverse impact on the estimated amount in controversy is not greater than $500,000, or Series A Investor (ii) enter into any settlement agreement or other compromise relating to any material Company item of income, gain, loss, deduction or credit for any taxable year of the Company. (f) Each Member shall indemnify and reimburse the Company to the extent the Company is required to make any payment for taxes, interest, addition to tax or penalty solely with respect to a Member’s share of any Covered Audit Adjustment as determined in taxable period (or portion thereof) prior to the reasonable good faith discretion IPO or during which the Series A Investor held Units representing more than 5% of the Partnership Representative, which shall be consistent with Aggregate Unit Sharing Percentage) or a Specified Member without the allocations set forth under Section 4.2(i). To the fullest extent permitted by applicable Law, a Member’s obligations under this Section 9.4(f) shall survive the dissolution, liquidation, termination and winding-up approval of the Company and shall survive, as to each Member, Series A Investor or such Member’s withdrawal from the Company or termination of the Member’s status as a Member. The Company may pursue all rights and remedies it may have against any Specified Member (or former Member). Any amounts payable to the Company under this Section 9.4(f) shall be payable by such Member within fifteen (15) Business Days of the Member’s receipt of notice that such payment is due. To the extent, and at the time(s), that a Member makes a payment to the Company under this Section 9.4(f), such payment shall increase such Member’s Capital Account in the good faith discretion of the Partnership Representative, but shall not reduce the amount that such Member is otherwise obligated to contribute to the Company under this Agreement. The Company shall have a right of set-off against distributions to a Member or former Member for amounts to be indemnified pursuant to this Section 9.4(funreasonably withheld, conditioned or delayed), and any amount so withheld shall be treated as an amount distributed to such Member for purposes of Section 4.5(c) and Section 13.3. (g) Any reasonable, documented cost or expense incurred by the Partnership Representative in connection with the roles and responsibilities described in this Section 9.4, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. The Members agree to reasonably cooperate with the Company and the Partnership Representative as necessary to carry out the intent of this Section 9.4.

Partnership Representative. (a) As the Manager is hereby designated as the "partnership representative" of the Effective Date, the PBF Member shall be the “partnership representative” Company for purposes and within the meaning of the New Partnership Audit Rules (the "Partnership Representative"). The Company and each Member shall take such actions as may be required to effect such designation. The Partnership Representative shall designate from time to time a "designated individual" to act on behalf of the Partnership Representative, and such designated individual shall be subject to replacement by the Partnership Representative in accordance with the Code and Treasury Regulations. To the extent that the Partnership Representative does not make an election to apply the alternative method provided by Section 6223 6226 of the Code (the “Partnership Representative”or any analogous provision of state or local tax law). (b) Subject always to its obligation to act in the best interest of the Company, the Partnership Representative shall have the exclusive right authority and sole authority discretion to act on behalf determine the portion of any imputed underpayment (within the meaning of the Company under Subchapter C of Section 63 of the Code (relating New Partnership Audit Rules) allocable to partnership audit proceedings) and in each Member. Each Member agrees to provide any tax proceedings brought information reasonably requested by taxing authorities. Subject to the terms of this Section 9.4, the Partnership Representative shall in order to determine whether any imputed underpayment (within the meaning of the New Partnership Audit Rules) may be responsible for making all decisionsmodified in a manner consistent with the requirements of Code Section 6225(c), filing all elections and taking all other actionsincluding any information that will enable the Partnership Representative to determine the portion of the imputed underpayment allocable to (A) a "tax-exempt entity" (as defined in Code Section 168(h)(2)), in each the case related of ordinary income, to a C corporation or, in the case of capital gain or qualified dividend income, to an individual. Each Member agrees that any such tax proceedings or otherwise related to its role as “partnership representative.” The Partnership Representative will give notice to the other Members of any audit, administrative or judicial proceeding relating to taxes of payment by the Company as soon as reasonably practicable, but no later than thirty (30) days, after becoming aware of such proceeding. The Partnership Representative shall forward to each other Member copies of all significant written communications it may receive in that capacity and will keep the other Members reasonably informed concerning the progress and status of any such audit or proceeding. The Partnership Representative shall provide written notice to the other Members concerning its intent to make any election or decision, or take any other action, a partnership level tax imposed with respect to Sections 6221 through 6234 of the Code, and New Partnership Audit Rules shall permit such other Member to review and provide comments be treated as paid with respect to such election, decision or action. (c) In Member. Each Member shall promptly contribute the case amount of its allocable share of any Imputed Underpayment, except as agreed to partnership-level tax upon request by the Initial Manager and, to the extent a Member does not contribute such amount within 15 days after demand for payment thereof, the Company shall offset such amount against distributions to which such Member would otherwise be subsequently entitled pursuant to Section 4.02 and 4.03 (and such amounts shall be deemed distributed pursuant to those provisions). Each Member hereby agrees to indemnify and hold harmless the Company, the other Members, the Partnership Representative shall make a timely election under Section 6226 of the Code to “push out” such Imputed Underpayment to the current and former Members, as applicable, and furnish to such Members and the IRS a statement of such respective Member’s share, with the shares calculated in a manner that takes into account how the items of income, gain, loss, deduction or credit that gave rise to such Imputed Underpayment would have been allocated to each Member under this Agreement Manager from and against any liability (including any liability for the applicable taxable year, as required by Section 6226(a)(2) of the Code. Upon an Initial Member’s request, partnership level taxes imposed with respect to any Imputed Underpayment, the New Partnership Representative shall apply the “pull-in” method described in Section 6225(c)(2)(BAudit Rules) of the Code and the Treasury Regulations thereunder with respect to income attributable to or distributions or other payment to such Initial Member. The Partnership Representative shall cooperate with any Initial Member concerning an Imputed Underpayment and provide any information reasonably requested to permit such Initial Member to prepare any amended return, participate in the “pull-in” method described in Section 6225(c)(2)(B) of the Code and the Treasury Regulations thereunder, or compute any tax liability, in each case, with respect to such Imputed Underpayment. (d) Each current and former Member’s allocable portion of any Imputed Underpayment shall be subject to the review and comment of each such Member and shall take into account the extent to which such Imputed Underpayment was modified by any applicable and permitted adjustments, including such adjustments attributable to a current or former Member’s (or such Member’s direct or indirect owner’s) (i) tax classification, tax rates, tax attributes, the character of tax items to which the adjustment relates or similar factors or (ii) filing of an amended tax return and payment of taxes that complies with Section 6225(c)(2)(A) of the Code and the Treasury Regulations thereunder, or participation in the “pull-in” method in a manner that complies with Section 6225(c)(2)(B) of the Code and the Treasury Regulations thereunder. (e) Except as described in Section 9.4(c), the Partnership Representative shall not take any of the following actions without the prior written consent of any Initial Member whose rights or obligations would be adversely affected by such actions: (i) file any suit or petition in the U.S. Tax Court or any other venue concerning any tax refund or deficiency relating to any Company administrative adjustment; provided that no such consent shall be required if the estimated amount in controversy is not greater than $500,000, or (ii) enter into any settlement agreement or other compromise relating to any material Company item of income, gain, loss, deduction or credit for any taxable year of the Company. (f) Each Member shall indemnify and reimburse agrees, upon the Company to the extent the Company is required to make any payment for taxes, interest, addition to tax or penalty with respect to a Member’s share of any Covered Audit Adjustment as determined in the reasonable good faith discretion request of the Partnership Representative, to file an amended United States federal income tax return for the taxable year which shall be consistent includes the end of the taxable year to which an imputed underpayment relates and to pay on a timely basis any and all resulting taxes, additions to tax, penalties and interest due in connection with the allocations set forth under such tax return in accordance with Code Section 4.2(i6225(c)(2). To the fullest extent permitted by applicable Law, a Member’s obligations under (Il) Notwithstanding anything in this Section 9.4(f) shall survive the dissolution, liquidation, termination and winding-up of the Company and shall survive, as to each Member, such Member’s withdrawal from the Company or termination of the Member’s status as a Member. The Company may pursue all rights and remedies it may have against any Member (or former Member). Any amounts payable Agreement to the Company under this Section 9.4(fcontrary,(x) shall be payable by such Member within fifteen (15) Business Days of the Member’s receipt of notice that such payment is due. To the extent, and at the time(s), that a Member makes a payment to the Company under this Section 9.4(f), such payment shall increase such Member’s Capital Account in the good faith discretion of the Partnership Representative, but shall not reduce the amount that such Member is otherwise obligated to contribute to in its sole discretion, may, and/or may cause the Company under this Agreement. The Company shall have a right of set-off against distributions to a Member to, make or former Member for amounts to be indemnified pursuant to this Section 9.4(f), and take (or not make or take) any amount so withheld shall be treated as an amount distributed to such Member for purposes of Section 4.5(c) and Section 13.3. (g) Any reasonable, documented cost election or expense incurred by other action that the Partnership Representative and/or the Company is permitted or required to make or take (or not make or take) under the New Partnership Audit Rules; and (y) each Member shall timely make or take (and/or cause to be timely made and taken) any and all actions and payments, and each Member shall timely prepare and file (and/or shall cause to be timely prepared and filed) any and all of its tax returns, consistent with and in connection compliance with the roles and responsibilities described in this Section 9.4, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. The Members agree to reasonably cooperate with the Company and New Partnership Audit Rules and/or otherwise as the Partnership Representative as necessary shall determine to carry out be consistent with and in compliance with the intent of this Section 9.4New Partnership Audit Rules and which the Partnership directs a Member to make, take or do.

Partnership Representative. (a) As of the Effective Date, the PBF Member Atlanticus Holdings Corp. shall be the “partnership representative” of the Company within the meaning of Section 6223(a) of the Code (the “Partnership Representative”) and the Chief Financial Officer of Atlanticus Holdings Corp. shall be the “designated individual” within the meaning of Section 6223 of the Code and Treasury Regulations promulgated thereunder (the “Partnership RepresentativeDesignated Individual”). (b) Subject always to its obligation to act in the best interest of the Company, the The Partnership Representative and the Designated Individual shall have the exclusive right and sole authority to act make on behalf of the Company any and all elections and take any and all actions that are available to be made or taken by the Partnership Representative, the Designated Individual or the Company under Subchapter C of Section 63 of the Code (relating to partnership audit proceedingsincluding an election under Section 6221(b) or 6226(a) of the Code), and in any tax proceedings brought the Members shall take such actions requested by taxing authorities. Subject to the terms of this Section 9.4, the Partnership Representative consistent with any such elections made and actions taken by the Partnership Representative or the Designated Individual, including filing amended tax returns and paying any tax due in accordance with Section 6225(c)(2) of the Code, it being understood that no such amended tax return shall be responsible for making all decisions, filing all elections and taking all other actions, filed in each case related accordance with such section with respect to any such tax proceedings or otherwise related to its role as “partnership representative.” The the Company without the advance written consent of the Partnership Representative will give notice to or the other Members of any audit, administrative or judicial proceeding relating to taxes of the Company as soon as reasonably practicable, but no later than thirty (30) days, after becoming aware of such proceedingDesignated Individual in its sole discretion. The Partnership Representative and the Designated Individual shall forward have the authority to each other Member copies of all significant written communications it may receive in that capacity and will keep the other Members reasonably informed concerning the progress and status of any such audit or proceeding. The Partnership Representative shall provide written notice to the other Members concerning its intent amend this Agreement to make any election changes in good faith consultation with the Company’s tax accountants and tax counsel as are necessary or decision, or take appropriate: (i) to reduce any other action, with respect to Sections 6221 through 6234 Company level assessment under Section 6225 of the Code; (ii) to determine any apportionment of any tax; or (iii) to comply with the Code and administrative, and shall permit such other Member to review and provide comments with respect to such election, decision judicial or actionlegislative interpretations thereof or changes thereto. (c) In the case of any Imputed Underpayment, except as agreed Each Member shall provide to by the Initial Members, the Partnership Representative shall make a timely election or the Designated Individual such information (or, if applicable, certify as to filing of initial or amended tax returns) as is reasonably requested by the Partnership Representative or the Designated Individual to enable the Partnership Representative or the Designated Individual (i) to reduce any Company level assessment under Section 6226 of the Code to “push out” such Imputed Underpayment to the current and former Members, as applicable, and furnish to such Members and the IRS a statement of such respective Member’s share, with the shares calculated in a manner that takes into account how the items of income, gain, loss, deduction or credit that gave rise to such Imputed Underpayment would have been allocated to each Member under this Agreement for the applicable taxable year, as required by Section 6226(a)(2) 6225 of the Code. Upon an Initial Member’s request, with respect to any Imputed Underpayment, the Partnership Representative shall apply the “pull-in” method described in Section 6225(c)(2)(B) of the Code and the Treasury Regulations thereunder with respect to such Initial Member. The Partnership Representative shall cooperate with any Initial Member concerning an Imputed Underpayment and provide any information reasonably requested to permit such Initial Member to prepare any amended return, participate in the “pull-in” method described in Section 6225(c)(2)(B) of the Code and the Treasury Regulations thereunder, or compute any tax liability, in each case, with respect to such Imputed Underpayment. (d) Each current and former Member’s allocable portion of any Imputed Underpayment shall be subject to the review and comment of each such Member and shall take into account the extent to which such Imputed Underpayment was modified by any applicable and permitted adjustments, including such adjustments attributable to a current or former Member’s (or such Member’s direct or indirect owner’s) (i) tax classification, tax rates, tax attributes, the character of tax items to which the adjustment relates or similar factors or (ii) filing of an amended tax return and payment of taxes that complies with Section 6225(c)(2)(A) of to determine the Code and the Treasury Regulations thereunder, or participation in the “pull-in” method in a manner that complies with Section 6225(c)(2)(B) of the Code and the Treasury Regulations thereunder. (e) Except as described in Section 9.4(c), the Partnership Representative shall not take any of the following actions without the prior written consent allocation of any Initial Member whose rights or obligations would be adversely affected by such actions: (i) file any suit or petition in the U.S. Tax Court or any other venue concerning any tax refund or deficiency relating to any Company administrative adjustment; provided that no such consent shall be required if the estimated amount in controversy is not greater than $500,000, or (ii) enter into any settlement agreement or other compromise relating to any material Company item of income, gain, loss, deduction or credit of any such Company level assessment among the Members, in good faith consultation with the Company's tax accountants and tax counsel, (iii) to take any and all actions that are available to be made or taken by the Partnership Representative, the Designated Individual or the Company under the Code, or (iv) to comply with or be eligible to invoke any aspect of the Code in any other respect. (d) In the event the Company incurs any liability for taxes, interest or penalties: (i) The Partnership Representative or the Designated Individual may, or if such amounts are material, shall, cause the Members (including any taxable year former Member) to whom such liability relates, as determined by the Partnership Representative or the Designated Individual, in its sole good faith discretion and after consulting with the Company’s and the affected Member’s tax advisors, to pay, and each such Member hereby agrees to pay, such amount to the Company, and such amount shall not be treated as a Capital Contribution; and (ii) Any amount not paid by a Member (or former Member) within ten (10) days following the receipt of the request to pay delivered by the Partnership Representative and the Designated Individual shall be treated for purposes of this Agreement as a Withholding Advance governed by Section 7.03(b) hereof. (e) The obligations of each Member (or former Member) under this Section 11.02 and Section 7.03(b) shall survive the Transfer or redemption by such Member of its Units and the termination of this Agreement or the dissolution of the Company. (f) Each Member The Partnership Representative or the Designated Individual shall prepare or cause to be prepared all tax returns required of the Company, which returns shall be reviewed in advance of filing by a certified public accountant selected by the Members. The Members shall file their individual or corporate returns in a manner consistent with the Company’s tax and information returns. (g) The Partnership Representative or the Designated Individual may, if it determines that the retention of accountants or other professionals would be in the best interests of the Company, retain such accountants or professionals to assist in any audits. The Company shall indemnify and reimburse the Company Partnership Representative and the Designated Individual for all expenses, including legal and accounting fees, claims, liabilities, losses and damages to the extent borne by the Company is required to make Partnership Representative or the Designated Individual, incurred in connection with any payment for taxes, interest, addition to tax administrative or penalty judicial proceeding with respect to a Memberany audit of the Company’s share tax returns. The taking of any Covered Audit Adjustment as determined action and the incurring of any expense by the Partnership Representative and the Designated Individual in connection with any such proceeding, except to the extent required by Applicable Law, is a matter in the reasonable good faith sole discretion of the Partnership Representative, which shall be consistent with Representative and the allocations set forth under Section 4.2(i). To the fullest extent permitted by applicable Law, a Member’s obligations under this Section 9.4(f) shall survive the dissolution, liquidation, termination and winding-up of the Company and shall surviveDesignated Individual, as to each Member, such Member’s withdrawal from the Company or termination of the Member’s status as a Member. The Company may pursue all rights and remedies it may have against any Member (or former Member). Any amounts payable to the Company under this Section 9.4(f) shall be payable by such Member within fifteen (15) Business Days of the Member’s receipt of notice that such payment is due. To the extent, and at the time(s), that a Member makes a payment to the Company under this Section 9.4(f), such payment shall increase such Member’s Capital Account in the good faith discretion of the Partnership Representative, but shall not reduce the amount that such Member is otherwise obligated to contribute to the Company under this Agreement. The Company shall have a right of set-off against distributions to a Member or former Member for amounts to be indemnified pursuant to this Section 9.4(f), and any amount so withheld shall be treated as an amount distributed to such Member for purposes of Section 4.5(c) and Section 13.3applicable. (gh) Any reasonable, documented cost or expense incurred by The Partnership Representative and the Designated Individual may resign at any time. If Atlanticus Holdings Corp. ceases to be the Partnership Representative for any reason, the holders of a majority of the Class A Units shall appoint a new Partnership Representative. If Chief Financial Officer of Atlanticus Holdings Corp. ceases to be the Designated Individual, the holders of a majority of the Class A Units in connection consultation with the roles and responsibilities described in this Section 9.4, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. The Members agree to reasonably cooperate with the Company and the Partnership Representative as necessary to carry out the intent of this Section 9.4shall appoint a new Designated Individual.

Partnership Representative. (a) As of the Effective Date, the PBF Member The General Partner shall be the “partnership representative” within the meaning of Section 6223 of the Code (the “Partnership Representative”). (b) Subject always to its obligation to act in the best interest of the Company, as the Partnership Representative of the Partnership. The General Partner may remove itself and replace the Partnership Representative of the Partnership from time to time to the extent permitted by the Code. The General Partner shall have be entitled to select any individual who meets the exclusive right and sole authority applicable requirements to act on behalf of the Company under Subchapter C of Section 63 of Partnership Representative, and the Code (relating to partnership audit proceedings) and in any tax proceedings brought by taxing authorities. Subject to Partnership shall appoint such individual as the terms of this Section 9.4, designated individual through whom the Partnership Representative acts, as set forth in Treasury Regulation Section 301.6223-1(b)(3)(ii). As Partnership Representative, the General Partner shall be responsible for making inform each other Partner of all decisions, filing all elections and taking all other actions, in each case related to any such tax proceedings or otherwise related significant matters that may come to its role attention in its capacity as “partnership representative.” The Partnership Representative will give by giving notice to the other Members of any audit, administrative or judicial proceeding relating to taxes of the Company as soon as reasonably practicable, but no later than thirty thereof within ten (3010) days, days after becoming aware of thereof and, within such proceeding. The Partnership Representative time, shall forward to each other Member 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 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 capacity and will keep the other Members reasonably informed concerning the progress and status of any such audit or proceedingcannot be offset. The Partnership Representative shall provide written notice to (in the other Members concerning its intent to make any election or decision, or take any other action, with respect to Sections 6221 through 6234 sole discretion of the Code, and shall permit such other Member to review and provide comments with respect to such election, decision or action. Partnership Representative) may elect the alternative set forth in Section 6226 of the Code (c) In the case of any Imputed Underpayment, except as agreed to amended by the Initial MembersBipartisan 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 make a timely election under 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 “partnership items” (as defined in Section 6226 6231 of the Code Code) of the Partnership, for any Partnership level taxes, or for any election or failure to “push out” such Imputed Underpayment make any election, or other actions or omissions, other than attributable to the current and former Members, as applicableits gross negligence or willful misconduct. Each Partner hereby agrees to severally, and furnish to such Members not jointly, indemnify and hold harmless the Partnership, the Partnership Representative, and the IRS a statement 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 such respective Member’s share, with the shares calculated in a manner that takes into account how the items an adjustment to an amount of income, gain, loss, deduction deduction, or credit that gave rise allocable to such Imputed Underpayment would have been allocated Partner (including, but not limited to, any amount payable by the Company pursuant to each Member an adjustment under this Agreement for Code Section 6225). A Partner’s liability hereunder shall be limited to the applicable taxable year, as required by Section 6226(a)(2) amount of the Code. Upon an Initial MemberPartnership’s request, with respect to any Imputed Underpayment, the Partnership Representative shall apply the “pull-in” method described in Section 6225(c)(2)(B) of the Code and the Treasury Regulations thereunder with respect to such Initial Member. The Partnership Representative shall cooperate with any Initial Member concerning an Imputed Underpayment and provide any information reasonably requested to permit such Initial Member to prepare any amended return, participate in the “pull-in” method described in Section 6225(c)(2)(B) of the Code and the Treasury Regulations thereunder, or compute any tax liability, in each case, with respect to such Imputed Underpayment. (d) Each current and former Member’s allocable portion of any Imputed Underpayment shall be subject to the review and comment of each such Member and shall take into account the extent to which such Imputed Underpayment was modified by any applicable and permitted adjustments, including such adjustments attributable to a current or former Member’s (or such Member’s direct or indirect owner’s) (i) tax classification, tax rates, tax attributes, the character of tax items to which the adjustment relates or similar factors or (ii) filing of an amended tax return and payment of taxes that complies with Section 6225(c)(2)(A) of the Code and the Treasury Regulations thereunder, or participation in the “pull-in” method in a manner that complies with Section 6225(c)(2)(B) of the Code and the Treasury Regulations thereunder. (e) Except as described in Section 9.4(c), the Partnership Representative shall not take any of the following actions without the prior written consent of any Initial Member whose rights or obligations would be adversely affected by such actions: (i) file any suit or petition in the U.S. Tax Court or any other venue concerning any tax refund or deficiency relating to any Company administrative adjustment; provided that no such consent shall be required if the estimated amount in controversy is not greater than $500,000, or (ii) enter into any settlement agreement or other compromise relating to any material Company item of income, gain, loss, deduction or credit for any taxable year of the Company. (f) Each Member shall indemnify and reimburse the Company to the extent the Company is required to make any payment for taxestax, interest, addition to tax or penalty with respect to a Member’s share of any Covered Audit Adjustment as determined and penalties which are reasonably attributable, in the reasonable good faith discretion judgment of the Partnership Representative, to such Partner, taking into account the nature of the adjustments and the Partner’s Interest in the year to which shall be consistent with the allocations set forth under Section 4.2(iadjustments relate (not the year adjustments are made). To the fullest extent permitted by applicable Law, a Member’s obligations under The provisions of this Section 9.4(f) 5.11 shall survive the withdrawal of such Partner from the Partnership or sale, assignment, or transfer of such Partner’s Interest and the termination, dissolution, liquidation, termination and winding-winding up of the Company and shall survive, as to each Member, such Member’s withdrawal from the Company or termination of the Member’s status as a MemberPartnership. The Company Partnership may pursue and enforce all rights and remedies it may have against any Member (or former Member). Any amounts payable to the Company each Partner under this Section 9.4(f) shall be payable by such Member within fifteen (15) Business Days of the Member’s receipt of notice that such payment is due. To the extent, and at the time(s), that a Member makes a payment to the Company under this Section 9.4(f), such payment shall increase such Member’s Capital Account in the good faith discretion of the Partnership Representative, but shall not reduce the amount that such Member is otherwise obligated to contribute to the Company under this Agreement. The Company shall have a right of set-off against distributions to a Member or former Member for amounts to be indemnified pursuant to this Section 9.4(f), and any amount so withheld shall be treated as an amount distributed to such Member for purposes of Section 4.5(c) and Section 13.3. (g) Any reasonable, documented cost or expense incurred by the Partnership Representative in connection with the roles and responsibilities described in this Section 9.45.11, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. The Members agree bringing a lawsuit to reasonably cooperate with the Company and the Partnership Representative as necessary to carry out the intent of this Section 9.4collect repayment.

Partnership Representative. (a) As of the Effective Date, the PBF Member The Investor shall be the “partnership representative” within the meaning of pursuant to Section 6223 6223(a) of the Code (and for corresponding or similar provisions of applicable state or local tax law) and shall be entitled to designate another person to serve as the partnership representative. The Investor shall also designate the “Partnership Representative”). (b) Subject always designated individual” under the applicable Treasury regulations under the Code. The Members shall take any such actions required to its obligation to act in institute the best interest of the Companyforegoing. Except as set forth herein, the Partnership Representative partnership representative shall have the exclusive right and sole authority be entitled to act on behalf of the Company under exercise all rights, required, permitted or otherwise contemplated by Chapter 63, Subchapter C of the Code as amended by the Bipartisan Budget Act of 2015, provided that the partnership representative shall first obtain the approval of the Executive Committee prior to entering into any settlement of any audit by the Internal Revenue Service or making any elections, including an election under Section 63 6626 of the Code (relating to a “Section 6226 Election”). If a Section 6226 Election is made, the partnership audit proceedings) and in any tax proceedings brought by taxing authorities. Subject representative shall provide to the terms of this Section 9.4, Members the Partnership Representative shall be responsible for making all decisions, filing all elections and taking all other actions, in each case related to any such tax proceedings or otherwise related to its role as “partnership representative.” The Partnership Representative will give notice to the other Members Members’ respective shares of any audit, administrative or judicial proceeding relating adjustment to taxes of the Company as soon as reasonably practicable, but no later than thirty (30) days, after becoming aware of such proceeding. The Partnership Representative shall forward to each other Member copies of all significant written communications it may receive in that capacity and will keep the other Members reasonably informed concerning the progress and status of any such audit or proceeding. The Partnership Representative shall provide written notice to the other Members concerning its intent to make any election or decision, or take any other action, with respect to Sections 6221 through 6234 of the Code, and shall permit such other Member to review and provide comments with respect to such election, decision or action. (c) In the case of any Imputed Underpayment, except as agreed to by the Initial Members, the Partnership Representative shall make a timely election under Section 6226 of the Code to “push out” such Imputed Underpayment to the current and former Members, as applicable, and furnish to such Members and the IRS a statement of such respective Member’s share, with the shares calculated in a manner that takes into account how the items of income, gain, loss, deduction or credit that gave rise to such Imputed Underpayment would have been allocated to each Member under this Agreement for the applicable taxable year, as required by Section 6226(a)(2) of the Code. Upon an Initial Member’s request, with respect to any Imputed Underpayment, the Partnership Representative shall apply the “pull-in” method described in Section 6225(c)(2)(B) of the Code and the Treasury Regulations thereunder with respect to such Initial Member. The Partnership Representative shall cooperate with any Initial Member concerning an Imputed Underpayment and provide any information reasonably requested to permit such Initial Member to prepare any amended return, participate in the “pull-in” method described in Section 6225(c)(2)(B) of the Code and the Treasury Regulations thereunder, or compute any tax liability, in each case, with respect to such Imputed Underpayment. (d) Each current and former Member’s allocable portion of any Imputed Underpayment shall be subject to the review and comment of each such Member and shall take into account the extent to which such Imputed Underpayment was modified by any applicable and permitted adjustments, including such adjustments attributable to a current or former Member’s (or such Member’s direct or indirect owner’s) (i) tax classification, tax rates, tax attributes, the character of tax items to which the adjustment relates or similar factors or (ii) filing of an amended tax return and payment of taxes that complies with Section 6225(c)(2)(A) of the Code and the Treasury Regulations thereunder, or participation in the “pull-in” method in a manner that complies with Section 6225(c)(2)(B) of the Code and the Treasury Regulations thereunder. (e) Except as described in Section 9.4(c), the Partnership Representative shall not take any of the following actions without the prior written consent of any Initial Member whose rights or obligations would be adversely affected by such actions: (i) file any suit or petition in the U.S. Tax Court or any other venue concerning any tax refund or deficiency relating to any Company administrative adjustment; provided that no such consent shall be required if the estimated amount in controversy is not greater than $500,000, or (ii) enter into any settlement agreement or other compromise relating to any material Company item of income, gain, loss, deduction or credit for any taxable year of the Company. (f) Each Member shall indemnify and reimburse the Company to the extent the Company is required to make any payment for taxes, interest, addition to tax or penalty with respect to a Member’s share of any Covered Audit Adjustment as determined in the reasonable good faith discretion notice of the Partnership Representativefinal partnership adjustment. Notwithstanding anything contained herein, which shall be consistent with the allocations set forth under Section 4.2(i). To the fullest extent permitted by applicable Law, each Member (whether or not such Member remains a Member’s obligations under this Section 9.4(f) shall survive the dissolution, liquidation, termination and winding-up member of the Company in the adjustment year) agrees to indemnify the Company for its allocable share (as determined by the partnership representative in consultation with the Company Accountant), of any federal income tax liability (and any related interest or penalties) assessed against the Company (which payment shall survivenot constitute a Capital Contribution). At the election of the Executive Committee, as the Company shall be entitled to each Member, reduce distributions that would otherwise be made to a Member in part or full satisfaction of such Member’s withdrawal from allocable share of any such tax liability (and any related interest or penalties) assessed against the Company or termination Company. For purposes of the Member’s status as preceding sentence, any successor in interest of a Member. The Company may pursue all rights and remedies it may have against any Member (or former Membersuch successor’s successor in interest (continuing for each successor). Any amounts payable to the Company under this Section 9.4(f) shall be payable by such considered to be the Member within fifteen (15) Business Days that would otherwise have been subject to the reduction in distribution. All reasonable costs and expenses of the Member’s receipt of notice that such payment is due. To the extent, and at the time(s), that a Member makes a payment to the Company under this Section 9.4(f), such payment shall increase such Member’s Capital Account in the good faith discretion of the Partnership Representative, but shall not reduce the amount that such Member is otherwise obligated to contribute to the Company under this Agreement. The Company shall have a right of set-off against distributions to a Member or former Member for amounts to be indemnified pursuant to this Section 9.4(f), and any amount so withheld partnership representative shall be treated as an amount distributed to such Member for purposes of Section 4.5(c) and Section 13.3. (g) Any reasonable, documented cost or expense incurred by the Partnership Representative in connection with the roles and responsibilities described in this Section 9.4, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid borne by the Company. The Members agree partnership representative shall use commercially reasonable efforts to reasonably cooperate keep the other Member informed regarding any material matter raised by or involving its interaction with the Company Internal Revenue Service and will use commercially reasonable efforts to consult with the other Member regarding material actions taken or to be taken in connection therewith. The provisions in this Agreement, including Article X, limiting the liability of and providing indemnification for a Member shall be fully applicable to the Investor (or its designee) in its capacity as partnership representative. The covenants contained in this Section 6.04 will survive the Transfer of the Interest of any Member and the Partnership Representative as necessary to carry out termination of the intent of this Section 9.4Company.

Partnership Representative. (a) As of IVC is hereby designated as the Effective Date, the PBF Member shall be the Company’s “partnership representative” within the meaning of Code Section 6223 of and any analogous provisions set forth in any applicable state or local tax Law, subject to replacement from time to time by the Code Board (in such capacities, the “Partnership Representative”). (b) Subject always to its obligation to act in . To the best interest of the Company, the Partnership Representative shall have the exclusive right and sole authority to act on behalf of the Company extent provided under Subchapter C of Section 63 of the Code (relating to partnership audit proceedings) and in any or applicable state, local or foreign tax proceedings brought by taxing authorities. Subject to the terms of this Section 9.4Law, the Partnership Representative shall be responsible 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 the Company’s funds for making all decisions, filing all elections and taking all other actionsprofessional services reasonably incurred in connection therewith, in each case related subject to this Section 10.03. Each Member agrees to cooperate with the Company and to do or refrain from doing any such tax proceedings or otherwise related to its role as “partnership representative.” The Partnership Representative will give notice all things reasonably requested by the Company with respect to the other Members of any audit, administrative or judicial proceeding relating to taxes of the Company as soon as reasonably practicable, but no later than thirty (30) days, after becoming aware conduct of such proceedingproceedings. The Partnership Representative shall be reimbursed for all reasonable out-of-pocket costs and expenses incurred in its performance of its duties as described herein. (b) The Partnership Representative shall (i) promptly furnish to the Members all significant notices concerning administrative or judicial proceedings relating to federal income tax matters, (ii) inform each Member of all significant matters that come to its attention in its capacity as Partnership Representative by giving notice thereof reasonably promptly after becoming aware thereof and (iii) within a reasonable time, forward to each other Member copies of all significant written communications it may receive receives and submits in that its capacity and will keep the other Members reasonably informed concerning the progress and status of any such audit or proceeding. as Partnership Representative. (c) The Partnership Representative shall provide written notice to the other Members concerning its intent to may take any action or make any election or decision(including the election under Section 6221(b) of the Code) contemplated to be taken by a partnership representative by the Code and the regulations promulgated thereunder, or take any other action, with respect otherwise relating to Sections 6221 through 6234 6241 of the Code, and shall permit such any other Member actions necessary or appropriate in connection with any audit or subsequent administrative proceeding relating to review and provide comments state, local or foreign income tax matters, with respect to such election, decision or action. (c) In the case consent of any Imputed Underpayment, except as agreed to by the Initial MembersBoard. Without limiting the foregoing, the Partnership Representative shall not (i) settle any tax controversy, (ii) commence any judicial action with respect to any income tax matter or appeal any adverse income tax determination of a judicial tribunal, (iii) agree to extend the statute of limitations period of the Company in respect of any taxes, (iv) intervene in any action with respect to income taxes of the Company; (v) file any request for administrative adjustment with respect to income taxes of the Company; or (vi) make a timely the election under Section 6226 6226(a) of the Code to “push out” such Imputed Underpayment to Code, in each case, without first receiving approval from the current and former MembersBoard; provided that, as applicable, and furnish to such Members and the IRS a statement of such respective Member’s share, with the shares calculated Partnership Representative shall not settle any Tax controversy in a manner that takes into account how binds a Member if such settlement disproportionately and materially adversely affects a Member without the items consent of such Member. (d) If the Company receives a notice of final partnership adjustment from the IRS, the Partnership Representative shall promptly furnish to each Member a reasonably detailed statement showing each Member’s share of any adjustment to income, gain, loss, deduction or credit that gave rise (as determined in the notice of final partnership adjustment). The Board, in consultation with the Partnership Representative, shall determine whether to such Imputed Underpayment would have been allocated to each Member under this Agreement for (i) make the applicable taxable year, as required by election described in Section 6226(a)(26226(a) of the Code. Upon an Initial Member’s request, (ii) require the Members to amend their tax returns pursuant to Section 6225(c)(2)(A) of the Code or comply with respect the alternative procedure pursuant to any Imputed Underpayment, the Partnership Representative shall apply the “pull-in” method described in Section 6225(c)(2)(B) of the Code or (iii) cause the Company to pay the full amount of any imputed underpayment. If and to the Treasury Regulations thereunder with respect extent the Company does not elect to such Initial Member. The Partnership Representative shall cooperate with any Initial Member concerning an Imputed Underpayment and provide any information reasonably requested to permit such Initial Member to prepare any amended return, participate in the “pull-in” method described in apply Section 6225(c)(2)(B) 6226 of the Code to any adjustment, then the Company shall use commercially reasonable efforts to allocate the burden of any taxes, interest, penalties and related expenses that are payable by the Treasury Regulations thereunderCompany as a result of such adjustment to the Members to which such taxes are attributable. In furtherance, or compute and not in limitation, of the preceding sentence, each Member (including any tax liabilityMember that ceases to be a Member) agrees to pay to the Company, in each casewithin thirty (30) days following a written demand by the Company, with respect to such Imputed Underpayment. (d) Each current and former Member’s allocable portion share of any Imputed Underpayment taxes imposed on the Company pursuant to Section 6225 and the Company shall be subject entitled to the review and comment of each such Member and shall take into account the extent withhold pursuant to which such Imputed Underpayment was modified by Section 5.06 from any applicable and permitted adjustments, including such adjustments attributable distributions otherwise payable to a current or former Member’s (or Member such Member’s direct or indirect owner’s) (i) tax classification, tax rates, tax attributes, the character allocable share of tax items to which the adjustment relates or similar factors or (ii) filing of an amended tax return and payment of taxes that complies with Section 6225(c)(2)(A) of the Code and the Treasury Regulations thereunder, or participation in the “pull-in” method in a manner that complies with Section 6225(c)(2)(B) of the Code and the Treasury Regulations thereundersuch taxes. (e) Except as described in Section 9.4(c)Each Member hereby agrees, upon request by the Company or the Partnership Representative, to timely provide any information and comply with any requirements (including the filing of any tax returns and the payment of any taxes) that the Partnership Representative shall not take any of the following actions without the prior written consent of any Initial Member whose rights determines is or obligations would be adversely affected by such actions: are necessary or advisable to (i) file any suit or petition in reduce the U.S. Tax Court or any other venue concerning amount of any tax refund (including an “imputed underpayment” within the meaning of Section 6225 of the Code or deficiency relating to any similar provisions of state, local or non-U.S. law), interest, penalties or similar amounts the cost of which is (or would otherwise be) borne by the Company administrative adjustment; provided that no such consent shall be required if the estimated amount in controversy is not greater than $500,000, (directly or indirectly) or (ii) enter into make any settlement agreement or other compromise relating to any material Company item of income, gain, loss, deduction or credit for any taxable year of election permitted by the CompanyCode and this Agreement. (f) Each Member shall indemnify and reimburse the Company Notwithstanding anything to the extent contrary in this Agreement, the Company is required rights and obligations of the Members and the Partnership Representative under this Section 10.03 (including any indemnification obligations) shall survive (i) any amendment to make any payment for taxes, interest, addition to tax or penalty this Agreement with respect to any period prior to such amendment, (ii) the transfer by a Member’s share Member of any Covered Audit Adjustment as determined in its Company Interest or a withdrawal by a Member or (iii) the reasonable good faith discretion of the Partnership Representative, which shall be consistent with the allocations set forth under Section 4.2(i). To the fullest extent permitted by applicable Law, a Member’s obligations under this Section 9.4(f) shall survive the dissolution, liquidation, termination and winding-up of the Company and shall survive, as to each Member, such Member’s withdrawal from the Company liquidation or termination of the Member’s status as a Member. The Company may pursue all rights Company, and remedies it may have against any Member (or former Member). Any amounts payable to the Company under this Section 9.4(f) 10.03 shall be payable by such Member within fifteen (15) Business Days of remain binding on the Member’s receipt of notice that such payment is due. To the extent, and at the time(s), that a Member makes a payment to the Company under this Section 9.4(f), such payment shall increase such Member’s Capital Account in the good faith discretion of the Partnership Representative, but shall not reduce the amount that such Member is otherwise obligated to contribute to the Company under this Agreement. The Company shall have a right of set-off against distributions to a Member or former Member for amounts to be indemnified pursuant to this Section 9.4(f), and any amount so withheld shall be treated as an amount distributed to such Member for purposes of Section 4.5(c) and Section 13.3. (g) Any reasonable, documented cost or expense incurred by the Partnership Representative in connection with the roles and responsibilities described in this Section 9.4, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. The Members agree to reasonably cooperate with the Company and the Partnership Representative as after any such amendment, transfer, withdrawal, liquidation or termination for the period of time necessary to carry out resolve any and all income tax matters relating to the intent Fiscal Years governed by terms of this Section 9.4the Agreement.

Partnership Representative. (a) As of the Effective Date, the PBF Member The General Partner or its delegate shall be designated the “partnership representative” within the meaning of Section 6223 of the Code Partnership (the “Partnership Representative”)) for purposes of, and in accordance with, Code Section 6223. The General Partner shall cause the preparation and timely filing of all Partnership tax returns and shall, on behalf of the Partnership, timely file all other writings required by any governmental authority having jurisdiction to require such filing, including all state and local withholding tax requirements on distributions and/or income allocations and shall cause the timely filing and reporting of such information to the governmental authorities and to Partners. At least thirty (30) days prior to the filing of any material income tax return, including any amended return, the General Partner will provide a draft thereof to each Investor Limited Partner for review, comment and consent, which consent shall not be unreasonably withheld or delayed. Any such material income tax return shall reflect any timely reasonable comments provided by an Investor Limited Partner. (b) Subject always to its obligation to act in the best interest of the Company, the The Partnership Representative shall have the exclusive right and sole authority to act on behalf (i) promptly notify each Investor Limited Partner in writing of the Company under Subchapter C of Section 63 of the Code (relating to partnership audit proceedings) and in any tax proceedings brought by taxing authorities. Subject to the terms of this Section 9.4, the Partnership Representative shall be responsible for making all decisions, filing all elections and taking all other actions, in each case related to any such tax proceedings or otherwise related to its role as “partnership representative.” The Partnership Representative will give notice to the other Members contents of any material communication (oral or written) from the Internal Revenue Service or any state or local taxing authority within five (5) Business Days of receiving such communication and (ii) provide the Limited Partners with written notice of any material audit, investigation, administrative or judicial proceeding, or other tax-related proceeding (collectively, a “Tax Proceeding”) relating to taxes of the Company as soon as reasonably practicablePartnership, but no later than thirty (30) daysand shall further keep the Limited Partner informed of, after becoming aware of such proceedingand give the Limited Partner the right to participate in, any Tax Proceeding. The Partnership Representative shall forward to each other Member copies of all significant written communications it may receive in that capacity and will keep the other Members reasonably informed concerning the progress and status of any such audit or proceeding. The Partnership Representative shall provide written notice to the other Members concerning its intent to make any election or decision, or not take any other action, with respect to Sections 6221 through 6234 material action in its capacity as the “partnership representative” in a manner that shall bind a Limited Partner without the consent of the Code, and shall permit such other Member to review and provide comments with respect to such election, decision or actionLimited Partner. (c) In Each Partner does hereby agree to indemnify and hold harmless the case Partnership and Partnership Representative from and against any liability with respect to its share of any Imputed Underpayment, except as agreed to tax deficiency paid or payable by the Initial Members, Partnership that is allocable to the Partner (as reasonably determined by the Partnership Representative shall make a timely election under Section 6226 of the Code to “push out” such Imputed Underpayment to the current and former Members, as applicable, and furnish to such Members and the IRS a statement of such respective Member’s share, with the shares calculated in a manner that takes into account how the items of income, gain, loss, deduction or credit that gave rise to such Imputed Underpayment would have been allocated to each Member under this Agreement for the applicable taxable year, as required by Section 6226(a)(2Limited Partners) of the Code. Upon an Initial Member’s request, with respect to an audited or reviewed taxable year for which such Partner was a Partner (for the avoidance of doubt, including any Imputed Underpaymentapplicable interest and penalties), other than any such liability (including interest and penalties) that arises as a result of the gross negligence of the Partnership Representative shall apply or the “pull-in” method described Partnership Representative. Further, each Partner does hereby agree to provide information reasonably required by the Partnership to enable the Partnership to reduce its liability from an audit adjustment, even if such tax is paid or audit adjustment occurs after the Partner is no longer a Partner in the Partnership. The obligations set forth in this Section 6225(c)(2)(B) 8.06 will survive such Partner’s ceasing to be a Partner of the Code Partnership and/or the termination, dissolution, liquidation and the Treasury Regulations thereunder with respect to such Initial Member. The Partnership Representative shall cooperate with any Initial Member concerning an Imputed Underpayment and provide any information reasonably requested to permit such Initial Member to prepare any amended return, participate in the “pull-in” method described in Section 6225(c)(2)(B) winding up of the Code and the Treasury Regulations thereunder, or compute any tax liability, in each case, with respect to such Imputed UnderpaymentPartnership. (d) Each current and former Member’s allocable portion of any Imputed Underpayment shall be subject The General Partner (without regard to whether the review and comment of each General Partner is the Partnership Representative at such Member and shall take into account the extent to which such Imputed Underpayment was modified by any applicable and permitted adjustments, including such adjustments attributable to a current or former Member’s (or such Member’s direct or indirect owner’stime) (i) tax classificationshall provide the Strategic Investor with all notifications that would be required by Section 8.06(b), tax ratesand shall keep the Strategic Investor informed of the progress of any Tax Proceeding, tax attributes, as if the character of tax items to which General Partner were the adjustment relates or similar factors or Partnership Representative and the Strategic Investor were a Limited Partner and (ii) filing of an amended tax return and payment of taxes that complies shall consult in good faith with Section 6225(c)(2)(A) the Strategic Investor about any Tax Proceeding which could reasonably be expected to have a material adverse effect on the Strategic Investor. Neither the Partnership nor any Limited Partner shall have any liability to the Strategic Investor for a failure by the General Partner to satisfy the foregoing obligations to the Strategic Investor. Absent the consent of the Code and the Treasury Regulations thereunderStrategic Investor, which consent shall not be unreasonably withheld or participation in the “pull-in” method in a manner that complies with Section 6225(c)(2)(B) of the Code and the Treasury Regulations thereunder. (e) Except as described in Section 9.4(c)delayed, the Partnership Representative shall not take any of the following actions without the prior written consent of any Initial Member whose rights settle or obligations would be adversely affected by such actions: (i) file any suit or petition in the U.S. Tax Court or any other venue concerning compromise any tax refund liability involved in a Tax Proceeding, if such settlement or deficiency relating to any Company administrative adjustment; provided that no such consent shall be required if the estimated amount in controversy is not greater than $500,000, or (ii) enter into any settlement agreement or other compromise relating to any material Company item of income, gain, loss, deduction or credit for any taxable year of the Company. (f) Each Member shall indemnify and reimburse the Company to the extent the Company is required to make any payment for taxes, interest, addition to tax or penalty with respect to a Member’s share of any Covered Audit Adjustment as determined in the reasonable good faith discretion of the Partnership Representative, which shall be consistent with the allocations set forth under Section 4.2(i). To the fullest extent permitted by applicable Law, a Member’s obligations under this Section 9.4(f) shall survive the dissolution, liquidation, termination and winding-up of the Company and shall survive, as to each Member, such Member’s withdrawal from the Company or termination of the Member’s status as a Member. The Company may pursue all rights and remedies it may have against any Member (or former Member). Any amounts payable to the Company under this Section 9.4(f) shall be payable by such Member within fifteen (15) Business Days of the Member’s receipt of notice that such payment is due. To the extent, and at the time(s), that a Member makes a payment to the Company under this Section 9.4(f), such payment shall increase such Member’s Capital Account in the good faith discretion of the Partnership Representative, but shall not reduce the amount that such Member is otherwise obligated to contribute to the Company under this Agreement. The Company shall would have a right of set-off against distributions to a Member material adverse effect on the Investor Limited Partner or former Member for amounts to be indemnified pursuant to this Section 9.4(f), and any amount so withheld shall be treated as an amount distributed to such Member for purposes of Section 4.5(c) and Section 13.3the Strategic Investor. (g) Any reasonable, documented cost or expense incurred by the Partnership Representative in connection with the roles and responsibilities described in this Section 9.4, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. The Members agree to reasonably cooperate with the Company and the Partnership Representative as necessary to carry out the intent of this Section 9.4.

Partnership Representative. (a) As of the Effective Date, the PBF Member The Tax Compliance Person shall be act as the “partnership representative” of Topco within the meaning of Section 6223 6223(a) of the Code (IRC, as amended by the “Partnership Representative”). (b) Subject always to its obligation to act in the best interest U.S. Bipartisan Budget Act of 2015. The partnership representative shall have all of the Companyrights, the Partnership Representative shall have the exclusive right duties, powers and sole authority to act on behalf obligations provided for in Sections 6221 through 6231 of the Company under Subchapter C IRC, as amended by the U.S. Bipartisan Budget Act of Section 63 of 2015. Notwithstanding the Code (relating to partnership audit proceedings) and in any tax proceedings brought by taxing authorities. Subject to the terms of this Section 9.4foregoing, the Partnership Representative shall be responsible for making all decisions, filing all elections and taking all other actionsRainbow Capital, in each case related its sole discretion, may designate another person to any such tax proceedings or otherwise related to its role replace the Tax Compliance Person as “partnership representative.” The Partnership Representative will give notice to the other Members of any audit”, administrative or judicial proceeding relating to taxes of the Company as soon as reasonably practicableand such person shall have all such rights, but no later than thirty (30) daysduties, after becoming aware of such proceedingpowers and obligations. The Partnership Representative partnership representative shall forward to each other Member copies of all significant written communications it may receive in that capacity and will keep the other Members reasonably informed concerning the progress and status of any such audit or proceeding. The Partnership Representative shall provide written notice to the other Members concerning its intent to make any election or decision, or take any other action, with respect to Sections 6221 through 6234 of the Code, and shall permit such other Member to review and provide comments with respect to such election, decision or action. (c) In the case of any Imputed Underpayment, except as agreed to by the Initial Memberspromptly notify Rainbow Capital, the Partnership Representative shall make a timely election under Section 6226 of Tax Compliance Person (if it is not the Code to “push out” such Imputed Underpayment to the current and former Members, as applicable, and furnish to such Members and the IRS a statement of such respective Member’s share, with the shares calculated in a manner partnership representative at that takes into account how the items of income, gain, loss, deduction or credit that gave rise to such Imputed Underpayment would have been allocated to each Member under this Agreement for the applicable taxable year, as required by Section 6226(a)(2time) of the Code. Upon an Initial Member’s requestand, with respect to any Imputed Underpaymenttaxable period during which the Coty Shareholder Group held an Equity Percentage of at least 15%, the Partnership Representative Coty Parent of any notices that it receives related to a U.S. tax proceedings, and shall apply the “pull-in” method described in Section 6225(c)(2)(B) timely inform such persons of the Code and status of such tax proceedings. Notwithstanding the Treasury Regulations thereunder with respect to such Initial Member. The Partnership Representative shall cooperate with any Initial Member concerning an Imputed Underpayment and provide any information reasonably requested to permit such Initial Member to prepare any amended returnforegoing, participate in the “pull-in” method described in Section 6225(c)(2)(B) of the Code and the Treasury Regulations thereunder, or compute any tax liability, in each case, with respect to such Imputed Underpayment. (d) Each current and former Member’s allocable portion of any Imputed Underpayment partnership representative shall be subject to the review and comment control of each such Member the Bidco Board and shall take into account not settle or otherwise compromise any issue in any examination, audit or other proceeding with any Taxation Authority without first obtaining approval of the extent to which such Bidco Board. The partnership representative shall determine whether any Imputed Underpayment was modified by any applicable and permitted adjustmentsAmount can be reduced pursuant to Sections 6225(c)(2)(B), including such adjustments attributable to a current or former Member’s (or such Member’s direct or indirect owner’s3), (4) (i) tax classification, tax rates, tax attributes, the character of tax items to which the adjustment relates or similar factors or (ii) filing of an amended tax return and payment of taxes that complies with Section 6225(c)(2)(A5) of the Code IRC and any similar provisions of state or local laws. Each Shareholder hereby agrees to cooperate to provide any information or take such other actions as may be reasonably requested by the Treasury Regulations thereunder, or participation partnership representative in order to make such determination. Notwithstanding the “pull-in” method in a manner that complies with Section 6225(c)(2)(B) of the Code and the Treasury Regulations thereunder. (e) Except as described in Section 9.4(c)foregoing, the Partnership Representative partnership representative shall not take require any of the following actions without the prior written consent of any Initial Member whose rights or obligations would be adversely affected by such actions: (i) Shareholder to file any suit or petition in the U.S. an amended Tax Court or any other venue concerning any tax refund or deficiency relating Return. A Shareholder’s obligation to any Company administrative adjustment; provided that no such consent shall be required if the estimated amount in controversy is not greater than $500,000, or (ii) enter into any settlement agreement or other compromise relating to any material Company item of income, gain, loss, deduction or credit for any taxable year of the Company. (f) Each Member shall indemnify and reimburse the Company to the extent the Company is required to make any payment for taxes, interest, addition to tax or penalty comply with respect to a Member’s share of any Covered Audit Adjustment as determined in the reasonable good faith discretion of the Partnership Representative, which shall be consistent with the allocations set forth under Section 4.2(i). To the fullest extent permitted by applicable Law, a Member’s obligations under this Section 9.4(fClause 9.1(f) shall survive the dissolutiontransfer, liquidation, termination and winding-up assignment or liquidation of the Company and shall survive, as to each Member, such MemberShareholder’s withdrawal from the Company or termination of the Member’s status as a Memberinterest in Topco. The Company may pursue all rights partnership representative shall receive no compensation for its services. All third party costs and remedies it may have against expenses incurred by the partnership representative in performing its duties as such (including legal and accounting fees and any Member (or former Member). Any amounts payable to the Company under this Section 9.4(fout-of-pocket expenses) shall be payable borne by such Member within fifteen (15) Business Days of the Member’s receipt of notice that such payment is due. To the extent, and at the time(s), that a Member makes a payment to the Company under this Section 9.4(f), such payment shall increase such Member’s Capital Account in the good faith discretion of the Partnership Representative, but shall not reduce the amount that such Member is otherwise obligated to contribute to the Company under this Agreement. The Company shall have a right of set-off against distributions to a Member or former Member for amounts to be indemnified pursuant to this Section 9.4(f), and any amount so withheld shall be treated as an amount distributed to such Member for purposes of Section 4.5(c) and Section 13.3Topco. (g) Any reasonable, documented cost or expense incurred by the Partnership Representative in connection with the roles and responsibilities described in this Section 9.4, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. The Members agree to reasonably cooperate with the Company and the Partnership Representative as necessary to carry out the intent of this Section 9.4.

Partnership Representative. (a) As of the Effective Date, the PBF Unless and until another Member shall be is designated as the “partnership representative” within the meaning of Section 6223 6231(a)(7) of the Code (the “Partnership Representative”). (b) Subject always to its obligation to act in by the best interest Board, the Partnership Representative of the CompanyCompany will be the Intel Member. Subject to the limitations set forth in Article 8 hereof, the Partnership Representative shall have the exclusive right and sole authority to act on behalf of the Company under Subchapter C of Section 63 of the Code (relating to partnership audit proceedingsi) and in any tax proceedings brought by taxing authorities. Subject to the terms of this Section 9.4, the Partnership Representative shall be responsible for making all decisions, filing all elections and taking all other actions, in each case related to any such tax proceedings or otherwise related to its role as “partnership representative.” The Partnership Representative will give notice to the other Members of any audit, administrative or judicial proceeding relating to taxes of the Company as soon as reasonably practicable, but no later than thirty (30) days, after becoming aware of such proceeding. The Partnership Representative shall forward to each other Member copies of all significant written communications it may receive in that capacity and will keep the other Members promptly informed about any communications with any Governmental Entities in connection with any income or other material tax audit or proceeding of the Company, (ii) consult with the other Members in connection with any such audit or other proceeding about strategy and give the other Members the opportunity (at the sole cost and expense of such Members) to attend any meetings with the Governmental Entities in such audit or other proceeding and (iii) provide the Members with an opportunity to review and comment on any material substantive written communications with such Governmental Entities relating to such audit or other proceeding, in each case, to the extent any such Member could reasonably informed concerning the progress and status of any be expected to be adversely impacted by such audit or proceeding. The Partnership Representative shall provide written notice to To the other Members concerning its intent to make extent any election settlement or decision, or take any other action, compromise with respect to Sections 6221 through 6234 of Company tax matters could reasonably be expected to have a disproportionate and adverse impact on the Code, and shall permit such other Member to review and provide comments with respect to such election, decision or action. (c) In the case of any Imputed Underpayment, except as agreed to by the Initial Members, the Partnership Representative shall make a timely election under Section 6226 of the Code to “push out” such Imputed Underpayment to the current and former Members, as applicable, and furnish to such Members and the IRS a statement of such respective Brookfield Member’s share, with the shares calculated in a manner that takes into account how the items of income, gain, loss, deduction or credit that gave rise to such Imputed Underpayment would have been allocated to each Member under this Agreement for the applicable taxable year, as required by Section 6226(a)(2) of the Code. Upon an Initial Member’s request, with respect to any Imputed Underpayment, the Partnership Representative shall apply the “pull-in” method described in Section 6225(c)(2)(B) of the Code and the Treasury Regulations thereunder with respect to such Initial Member. The Partnership Representative shall cooperate with any Initial Member concerning an Imputed Underpayment and provide any information reasonably requested to permit such Initial Member to prepare any amended return, participate in the “pull-in” method described in Section 6225(c)(2)(B) of the Code and the Treasury Regulations thereunder, or compute any tax liability, in each case, with respect to such Imputed Underpayment. (d) Each current and former Member’s allocable portion of any Imputed Underpayment shall be subject to the review and comment of each such Member and shall take into account the extent to which such Imputed Underpayment was modified by any applicable and permitted adjustments, including such adjustments attributable to a current or former Member’s (or such Member’s direct or indirect owner’s) (i) tax classification, tax rates, tax attributes, the character of tax items to which the adjustment relates or similar factors or (ii) filing of an amended tax return and payment of taxes that complies with Section 6225(c)(2)(A) of the Code and the Treasury Regulations thereunder, or participation in the “pull-in” method in a manner that complies with Section 6225(c)(2)(B) of the Code and the Treasury Regulations thereunder. (e) Except as described in Section 9.4(c), the Partnership Representative shall not take enter into such settlement agreement with any of the following actions Governmental Entities without the prior written consent of any Initial the Brookfield Member whose rights (which consent shall not be unreasonably withheld, conditioned or obligations would be adversely affected by such actions: delayed). Each Member hereby agrees to use reasonable efforts (i) file any suit or petition in the U.S. Tax Court or any other venue concerning any tax refund or deficiency relating to any Company administrative adjustment; provided that no take such consent shall actions as may be required if to effect the estimated amount in controversy is not greater than $500,000, or (ii) enter into any settlement agreement or other compromise relating to any material Company item of income, gain, loss, deduction or credit for any taxable year of the Company. (f) Each Member shall indemnify and reimburse the Company to the extent the Company is required to make any payment for taxes, interest, addition to tax or penalty with respect to a Intel Member’s share of any Covered Audit Adjustment designation as determined in the reasonable good faith discretion of the Partnership Representative, which shall be consistent with (ii) supply to the allocations set forth under Section 4.2(i). To the fullest extent permitted by applicable Law, a Member’s obligations under this Section 9.4(f) shall survive the dissolution, liquidation, termination and winding-up of the Company and shall surviveCompany, as to each Member, such Member’s withdrawal from the Company or termination of the Member’s status as a Member. The Company may pursue all rights and remedies it may have against any Member (or former Member). Any amounts payable to the Company under this Section 9.4(f) shall be payable reasonably requested by such Member within fifteen (15) Business Days of the Member’s receipt of notice that such payment is due. To the extent, and at the time(s), that a Member makes a payment to the Company under this Section 9.4(f), such payment shall increase such Member’s Capital Account in the good faith discretion of the Partnership Representative, but shall not reduce the amount that such Member is otherwise obligated to contribute all reasonably accessible, pertinent information in its possession relating to the operations of the Company under this Agreement. The Company shall have a right of set-off against distributions necessary to a Member or former Member for amounts enable the Company’s tax returns to be indemnified pursuant to this Section 9.4(f)prepared and filed, and (iii) to cooperate to provide any amount so withheld shall information or take such other actions as may be treated as an amount distributed to such Member for purposes of Section 4.5(c) and Section 13.3. (g) Any reasonable, documented cost or expense incurred reasonably requested by the Partnership Representative in order to modify any Imputed Underpayment Amount pursuant to Code Section 6225(c); provided, however, that none of the Members shall be required to file any amended U.S. federal income tax return or comply with the alternative procedure described in Code Section 6225(c)(2)(B), or pay any tax due in connection with such tax return in accordance with Code Section 6225(c)(2) or any corresponding provision of applicable state or local law, in each case, without the roles and responsibilities described in this Section 9.4prior written consent of such Member (which consent shall not be unreasonably withheld, including the preparation for conditioned or pursuance of administrative or judicial proceedings, shall be paid by the Company. The Members agree to reasonably cooperate with the Company and the Partnership Representative as necessary to carry out the intent of this Section 9.4delayed).

Partnership Representative. (a) As of the Effective Date, the PBF Member A. The General Partner shall be act as or appoint the “partnership representative” within the meaning of Section 6223 of the Code (the “Partnership Representative”). (b) Subject always to its obligation to act in within the best interest of the Company, the Partnership Representative shall have the exclusive right and sole authority to act on behalf of the Company under Subchapter C meaning of Section 63 6223(a) of the Code (relating to partnership audit proceedingsas amended by the Bipartisan Budget Act of 2015) and in any similar capacity under provisions of any state, local or non-U.S. tax proceedings brought by taxing authoritieslaw. Subject to As the terms of this Section 9.4Partnership Representative, the General Partner (or its appointee) shall have full discretion to represent and bind the Partnership Representative shall be responsible for making all decisions, filing all elections and taking all other actions, in each case related to audit conducted by any such tax proceedings or otherwise related to its role as “partnership representative.” The Partnership Representative will give notice to taxing authority, including without limitation the other Members of any audit, administrative or judicial proceeding relating to taxes of the Company as soon as reasonably practicable, but no later than thirty power and authority (301) days, after becoming aware of such proceeding. The Partnership Representative shall forward to each other Member copies of all significant written communications it may receive in that capacity and will keep the other Members reasonably informed concerning the progress and status of any such audit or proceeding. The Partnership Representative shall provide written notice to the other Members concerning its intent to make any election or decision, or take any other action, with respect to Sections 6221 through 6234 of the Code, and shall permit such other Member to review and provide comments with respect to such election, decision or action. (c) In the case of any Imputed Underpayment, except as agreed to by the Initial Members, the Partnership Representative shall make a timely an election under Section 6226 of the Code and any Regulations promulgated in accordance therewith and (2) to “push out” take, and to cause the Partnership to take, all actions necessary or convenient to give effect to such Imputed Underpayment an election. Each Partner agrees to take all actions that the Partnership Representative informs it are reasonably necessary to effect a decision of the Partnership Representative in its capacity as such, including without limitation (w) providing any information reasonably requested in connection with any tax audit or related proceeding (which information may be freely disclosed to the current and former MembersIRS or other relevant taxing authorities), as applicable, and furnish (x) paying all liabilities attributable to such Members Partner as the result of an election under Section 6226 of the Code, (y) filing any amended returns that the Partnership Representative determines to be necessary or appropriate to reduce an imputed underpayment under Section 6225(c) of the Code and/or (z) paying all liabilities associated with such an amended return. The General Partner (or its appointee) shall have the right to retain professional assistance in respect of any audit of the Partnership by the IRS and all out-of-pocket expenses and fees incurred by the General Partner (or its appointee) on behalf of the Partnership as the Partnership Representative shall constitute Partnership expenses. B. With respect to any tax audit or other proceeding not conducted under the BBA Rules, the Partnership Representative and each Partner shall, to the extent permissible under applicable law, have rights, powers, privileges and obligations analogous to those described above. C. If any tax audit under the BBA Rules or similar foreign, state, or local laws or regulations results in the imposition of a tax liability on the Partnership (including indirectly through such an imposition on one or more subsidiaries of the Partnership) and the IRS a statement General Partner determines, in its sole discretion, that any portion of such respective Memberliability is attributable to a Partner then, at the General Partner’s shareelection, with such amount shall, without duplication, (1) be deemed an amount withheld pursuant to Section 10.4, or (2) be contributed by such Partner to the shares calculated in a manner that takes Partnership. Any amount contributed under the preceding sentence shall be taken into account how for purposes of maintaining Capital Account balances to the items extent required by applicable Regulations, but shall not be treated as a Capital Contribution or otherwise increase the contributing Partner’s rights to any Partnership Units, distributions or other amounts from the Partnership. D. Each Partner and its successor-in-interest shall indemnify and hold harmless each Indemnitee with respect to all liabilities attributed to such Partner under this Section 10.3. E. Each Partner promptly shall notify the General Partner upon becoming aware of the commencement of any tax audit or similar proceeding with respect to such Partner or its affiliates if such audit or proceeding relates (or reasonably could be expected to relate) to the Partnership or any income, gain, loss, or deduction or credit that gave rise to such Imputed Underpayment would have been allocated to each Member under derived from a Partnership Interest. F. Notwithstanding any provision of this Agreement for to the applicable taxable yearcontrary, as required by each Partner agrees that its obligations to comply with the Partnership Representative’s decisions and to make payments under, and to otherwise comply with, this Section 6226(a)(2) 10.3 shall survive any transfer of its Partnership Interest and the termination of the Code. Upon an Initial Member’s requestPartnership. G. No Partnership Representative (or “designated individual”) shall be liable, in damages or otherwise, to the Partnership, any Partner, or any other Person for any loss that arises out of any act performed or omitted to be performed by the Partnership Representative or designated individual with respect to any Imputed Underpayment, which the Partnership Representative shall apply the “pull-in” method described in Section 6225(c)(2)(B) of the Code and the Treasury Regulations thereunder with respect would be entitled to such Initial Memberindemnification hereunder. The Partnership Representative and any designated individual shall cooperate with any Initial Member concerning an Imputed Underpayment and provide any information reasonably requested be entitled to permit such Initial Member to prepare any amended return, participate in rely on the “pull-in” method described in Section 6225(c)(2)(B) of the Code and the Treasury Regulations thereunder, advice or compute any tax liability, in each case, with respect to such Imputed Underpayment. (d) Each current and former Member’s allocable portion services of any Imputed Underpayment shall be subject to the review and comment of each such Member and shall take into account the extent to which such Imputed Underpayment was modified by any applicable and permitted adjustments, including such adjustments attributable to professionals in discharging its duties as a current or former Member’s (or such Member’s direct or indirect owner’s) (i) tax classification, tax rates, tax attributes, the character of tax items to which the adjustment relates or similar factors or (ii) filing of an amended tax return and payment of taxes that complies with Section 6225(c)(2)(A) of the Code and the Treasury Regulations thereunder, or participation in the “pull-in” method in a manner that complies with Section 6225(c)(2)(B) of the Code and the Treasury Regulations thereunder. (e) Except as described in Section 9.4(c), the Partnership Representative and designated individual and in doing so shall not take be liable for any of the following actions without the prior written consent of any Initial Member whose rights or obligations would be adversely affected by such actions: (i) file any suit or petition in the U.S. Tax Court or any other venue concerning any tax refund or deficiency relating to any Company administrative adjustment; provided that no such consent shall be required if the estimated amount in controversy is not greater than $500,000, or (ii) enter into any settlement agreement or other compromise relating to any material Company item of income, gaindamages, loss, deduction cost or credit for expense, or diminution in value to any taxable year person as a result of the Companysuch reliance; provided, that such reliance is not finally determined by a court of competent jurisdiction to have constituted gross negligence, fraud, bad faith or willful misconduct. H. The Partnership Representative (fand any designated individual) Each Member shall indemnify receive no compensation for its services. All third-party costs and reimburse expenses incurred by the Company foregoing 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 the extent the Company is required to make any payment for taxes, interest, addition to tax or penalty with respect to a Member’s share of any Covered Audit Adjustment as determined in the reasonable good faith discretion of restrict the Partnership Representative, which shall be consistent with the allocations set forth under Section 4.2(i). To the fullest extent permitted by applicable Law, a Member’s obligations under this Section 9.4(f) shall survive the dissolution, liquidation, termination and winding-up of the Company and shall survive, as to each Member, such Member’s withdrawal from the Company General Partner or termination of the Member’s status as a Member. The Company may pursue all rights and remedies it may have against any Member (or former Member). Any amounts payable to the Company under this Section 9.4(f) shall be payable by such Member within fifteen (15) Business Days of the Member’s receipt of notice that such payment is due. To the extent, and at the time(s), that a Member makes a payment to the Company under this Section 9.4(f), such payment shall increase such Member’s Capital Account in the good faith discretion of the Partnership Representativefrom engaging an accounting firm, but shall not reduce the amount that such Member is otherwise obligated law firm or other advisor to contribute to the Company under this Agreement. The Company shall have a right of set-off against distributions to a Member or former Member for amounts to be indemnified pursuant to this Section 9.4(f), and any amount so withheld shall be treated as an amount distributed to such Member for purposes of Section 4.5(c) and Section 13.3. (g) Any reasonable, documented cost or expense incurred by assist the Partnership Representative in connection with discharging its duties hereunder, so long as the roles and responsibilities described in this Section 9.4, including the preparation for or pursuance of administrative or judicial proceedings, shall be compensation paid by the Company. The Members agree to reasonably cooperate with the Company and the Partnership Representative as necessary to carry out the intent of this Section 9.4for such services is reasonable.

Partnership Representative. (a) As of the Effective Date, the PBF Member shall The Manager will be the “partnership representativePartnership Representative” of the Company within the meaning of Section 6223 of the Code Code, as enacted by the Bipartisan Budget Act of 2015, and the Company and the Members will complete any necessary actions (the “Partnership Representative”). (bincluding signing and delivering any required certificates or other documents) Subject always to effectuate such designation. The Manager shall inform each other Member of all significant matters that may come to its obligation to act attention in the best interest of the Company, the its capacity as Partnership Representative shall have the exclusive right and sole authority to act on behalf of the Company under Subchapter C of Section 63 of the Code by giving notice thereof within ten (relating to partnership audit proceedings10) and in any tax proceedings brought by taxing authorities. Subject to the terms of this Section 9.4, the Partnership Representative shall be responsible for making all decisions, filing all elections and taking all other actions, in each case related to any such tax proceedings or otherwise related to its role as “partnership representative.” The Partnership Representative will give notice to the other Members of any audit, administrative or judicial proceeding relating to taxes of the Company as soon as reasonably practicable, but no later than thirty (30) days, days after becoming aware of thereof and, within such proceeding. The Partnership Representative time, shall forward to each other Member copies of all significant written communications it may receive in that capacity and will keep the other Members reasonably informed concerning the progress and status of any such audit or proceedingcapacity. The Partnership Representative shall provide written notice to the other Members concerning its intent have sole authority to make on behalf of the Company any election or decision, or and all tax elections available to be made in the Partnership Representative’s capacity as such and to take any all other action, actions it is authorized to make in its capacity as such under the Code. It is understood and agreed by the Members that the actions of the Partnership Representative will be binding on the Company and all of the Members. Each Member agrees that with respect to Sections 6221 through 6234 any federal income Tax Return required to be filed by the Company that for any taxable period that the Company receives a notice of final partnership adjustment as described in Section 6226 of the Code, and shall permit such other Member to review and provide comments Code with respect to such election, decision or action. (c) In the case of any Imputed Underpayment, except as agreed to by the Initial MembersTax Return, the Partnership Representative shall make a timely push-out election under Section 6226 6226(a) of the Code Code, and that each member agrees to “push out” be bound by such Imputed Underpayment election. (b) Each Member agrees that upon the request of the Partnership Representative such Member will take such actions as the Partnership Representative reasonably considers to be necessary or desirable, consistent with any actions taken or elections made by the current and former MembersPartnership Representative in accordance with this Section 10.3. The Partnership Representative, as applicable, is authorized and furnish directed to such Members and represent the IRS a statement of such respective MemberCompany, at the Company’s share, with the shares calculated in a manner that takes into account how the items of income, gain, loss, deduction or credit that gave rise to such Imputed Underpayment would have been allocated to each Member under this Agreement for the applicable taxable year, as required by Section 6226(a)(2) of the Code. Upon an Initial Member’s request, with respect to any Imputed Underpayment, the Partnership Representative shall apply the “pull-in” method described in Section 6225(c)(2)(B) of the Code and the Treasury Regulations thereunder with respect to such Initial Member. The Partnership Representative shall cooperate with any Initial Member concerning an Imputed Underpayment and provide any information reasonably requested to permit such Initial Member to prepare any amended return, participate in the “pull-in” method described in Section 6225(c)(2)(B) of the Code and the Treasury Regulations thereunder, or compute any tax liabilityexpense, in each case, connection with respect to such Imputed Underpayment. (d) Each current and former Member’s allocable portion of any Imputed Underpayment shall be subject to the review and comment of each such Member and shall take into account the extent to which such Imputed Underpayment was modified by any applicable and permitted adjustments, including such adjustments attributable to a current or former Member’s (or such Member’s direct or indirect owner’s) (i) tax classification, tax rates, tax attributes, the character of tax items to which the adjustment relates or similar factors or (ii) filing of an amended tax return and payment of taxes that complies with Section 6225(c)(2)(A) of the Code and the Treasury Regulations thereunder, or participation in the “pull-in” method in a manner that complies with Section 6225(c)(2)(B) of the Code and the Treasury Regulations thereunder. (e) Except as described in Section 9.4(c), the Partnership Representative shall not take any of the following actions without the prior written consent of any Initial Member whose rights or obligations would be adversely affected by such actions: (i) file any suit or petition in the U.S. Tax Court or any other venue concerning any tax refund or deficiency relating to any Company administrative adjustment; provided that no such consent shall be required if the estimated amount in controversy is not greater than $500,000, or (ii) enter into any settlement agreement or other compromise relating to any material Company item of income, gain, loss, deduction or credit for any taxable year all examinations of the Company. (f) Each Member shall indemnify ’s tax affairs by tax authorities, and reimburse to expend Company funds for associated professional services and costs. Any decisions made by the Company Partnership Representative, including whether or not to the extent the Company is required settle or contest any tax matter, whether or not to make any payment election, whether or not to extend the period of limitations for taxes, interest, addition to tax the assessment or penalty with respect to a Member’s share collection of any Covered Audit Adjustment as determined tax and the choice of forum for such contest, shall be made in the reasonable good faith sole discretion of the Partnership Representative, which shall be consistent with the allocations set forth under Section 4.2(i). To the fullest extent permitted by applicable Law, a Member’s obligations under this Section 9.4(f) shall survive the dissolution, liquidation, termination and winding-up of the Company and shall survive, as to each Member, such Member’s withdrawal from the Company or termination of the Member’s status as a Member. The Company may pursue all rights and remedies it may have against any Member (or former Member). Any amounts payable to the Company under this Section 9.4(f) shall be payable by such Member within fifteen (15) Business Days of the Member’s receipt of notice that such payment is due. To the extent, and at the time(s), that a Member makes a payment to the Company under this Section 9.4(f), such payment shall increase such Member’s Capital Account in the good faith discretion of the Partnership Representative, but shall not reduce the amount that such Member is otherwise obligated to contribute to the Company under this Agreement. The Company shall have a right of set-off against distributions to a Member or former Member for amounts to be indemnified pursuant to this Section 9.4(f), and any amount so withheld shall be treated as an amount distributed to such Member for purposes of Section 4.5(c) and Section 13.3applicable. (g) Any reasonable, documented cost or expense incurred by the Partnership Representative in connection with the roles and responsibilities described in this Section 9.4, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. The Members agree to reasonably cooperate with the Company and the Partnership Representative as necessary to carry out the intent of this Section 9.4.

Partnership Representative. (a) As For any year for which Company qualifies to opt out of the Effective Datecentralized partnership audit regime under § 6221 of the Code, the PBF Member Company shall be do so on its yearly tax return. For any year for which it is not eligible to opt out under § 6221, the “remaining provisions of this section shall apply. The Members hereby appoint M▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ as the partnership representative” within representative of the meaning of Section 6223 Company pursuant to § 6223(a) of the Code (the “Partnership Representative”). (b) Subject always to its obligation to act in the best interest . The relationship of the CompanyPartnership Representative to the Members shall be that of a fiduciary, and the Partnership Representative shall have a fiduciary obligation to perform his duties in such manner as will serve the exclusive right and sole authority to act on behalf best interests of the Company under Subchapter C of Section 63 of the Code (relating to partnership audit proceedings) and in any tax proceedings brought by taxing authorities. Subject to the terms of this Section 9.4, the Partnership Representative shall be responsible for making all decisions, filing all elections and taking all other actions, in each case related to any such tax proceedings or otherwise related to its role as “partnership representative.” The Partnership Representative will give notice to the other Members of any audit, administrative or judicial proceeding relating to taxes of the Company as soon as reasonably practicable, but no later than thirty (30) days, after becoming aware of such proceedingMembers. The Partnership Representative shall forward to each other Member copies of receive no fees or compensation for its services in such capacity but shall be reimbursed by the Company for all significant written communications it may receive reasonable costs and expenses incurred by him in that capacity discharging his duties and will keep the other Members reasonably informed concerning the progress and status of any such audit or proceedingresponsibilities as Partnership Representative. The Partnership Representative shall provide written prompt notice to the Members of any inquiry or other Members communication received from the IRS regarding the tax treatment of the Company or Members, of the commencement of an IRS audit, options concerning its intent to make any election or decision, or take any other action, with respect to Sections 6221 through 6234 of certain elections available under the Code, confirmation certain elections have been made, when any assessment has been made by the IRS, when any and all meetings with the IRS shall permit such other Member occur, and information on options available to review and provide comments with respect to such election, decision or action. (c) appeal the assessment. In the case of any Imputed Underpayment, except as agreed to by event an IRS assessment is made affecting the Initial MembersMembers or the Company, the Partnership Representative shall make a timely election Members each hereby agree to file an amended return under Section 6226 § 6225 of the Code to “push out” such Imputed Underpayment reflect the tax as it should have been for the year that is being audited. Each Member acknowledges that, notwithstanding the transfer or liquidation of all or any portion of its Interest in the Company, it may remain liable for taxes with respect to its allocable share of income and gain of the current and former Members, as applicable, and furnish Company for the Company’s taxable years (or portions thereof) prior to such Members and the IRS a statement transfer or liquidation. The obligations of such respective Member’s share, with the shares calculated in a manner that takes into account how the items of income, gain, loss, deduction each Member or credit that gave rise to such Imputed Underpayment would have been allocated to each Former Member under this Section shall survive the transfer or redemption by such Member of its Interest and the termination of this Agreement for or the applicable taxable year, as required by Section 6226(a)(2) dissolution of the CodeCompany. Upon an Initial To the extent that a portion of the taxes imposed under § 6225 relates to a former Member’s request, the former Member shall indemnify the Company for its allocable portion of such tax (including any penalties, additions to tax, additional amounts, and interest). Each Member acknowledges that, notwithstanding the transfer or liquidation of all or any portion of its Interest in the Company, it may remain liable for taxes with respect to any Imputed Underpayment, the Partnership Representative shall apply the “pull-in” method described in Section 6225(c)(2)(B) its allocable share of income and gain of the Code and Company for the Treasury Regulations thereunder with respect Company’s taxable years (or portions thereof) prior to such Initial Membertransfer or liquidation. The Partnership Representative shall cooperate not, without consent of the Managers and a Majority in Interest, do any or all of the following: (a) engage attorneys, accountants, experts or other personnel; (b) send written correspondence to the IRS or file or authorizing filing on the Company’s behalf with any Initial Member concerning an Imputed Underpayment court without prior notice of and provide a reasonable opportunity to review and comment upon any information reasonably requested to permit such Initial Member to prepare any amended return, participate in the “pulldocument; (c) make a Push-in” method described in Section 6225(c)(2)(B) Out Election under § 6226 of the Code and the Treasury Regulations thereunder, or compute any tax liability, in each case, with respect to such Imputed Underpayment. Code; (d) Each current and former Member’s allocable portion of any Imputed Underpayment shall be subject to the review and comment of each such Member and shall take into account the extent to which such Imputed Underpayment was modified by any applicable and permitted adjustments, including such adjustments attributable to a current or former Member’s (or such Member’s direct or indirect owner’s) (i) tax classification, tax rates, tax attributes, the character of tax items to which the file an administrative adjustment relates or similar factors or (ii) filing of an amended tax return and payment of taxes that complies with Section 6225(c)(2)(A) request under § 6227 of the Code and the Treasury Regulations thereunder, or participation in the “pull-in” method in a manner that complies with Section 6225(c)(2)(B) of the Code and the Treasury Regulations thereunder. Code; (e) Except enter into a settlement with the IRS; or (f) extend the statute of limitations with the IRS. The Partnership Representative must also consult regularly with the Managers concerning audit and litigation strategy. In the event of death, disability, or resignation of M▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ as described in Section 9.4(c)Partnership Representative, W▇▇▇▇▇▇ ▇▇▇▇▇▇ shall serve as successor Partnership Representative. In the event of death, disability, or resignation of W▇▇▇▇▇▇ ▇▇▇▇▇▇ as Partnership Representative, a successor Partnership Representative shall not take any of the following actions without the prior written consent of any Initial Member whose rights or obligations would be adversely affected by such actions: (i) file any suit or petition in the U.S. Tax Court or any other venue concerning any tax refund or deficiency relating to any Company administrative adjustment; provided that no such consent shall be required if the estimated amount in controversy is not greater than $500,000, or (ii) enter into any settlement agreement or other compromise relating to any material Company item of income, gain, loss, deduction or credit for any taxable year of the Company. (f) Each Member shall indemnify and reimburse the Company to the extent the Company is required to make any payment for taxes, interest, addition to tax or penalty with respect to a Member’s share of any Covered Audit Adjustment as determined in the reasonable good faith discretion of the Partnership Representative, which shall be consistent with the allocations set forth under Section 4.2(i). To the fullest extent permitted by applicable Law, a Member’s obligations under this Section 9.4(f) shall survive the dissolution, liquidation, termination and winding-up of the Company and shall survive, as to each Member, such Member’s withdrawal from the Company or termination of the Member’s status as a Member. The Company may pursue all rights and remedies it may have against any Member (or former Member). Any amounts payable to the Company under this Section 9.4(f) shall be payable by such Member within fifteen (15) Business Days of the Member’s receipt of notice that such payment is due. To the extent, and at the time(s), that a Member makes a payment to the Company under this Section 9.4(f), such payment shall increase such Member’s Capital Account in the good faith discretion of the Partnership Representative, but shall not reduce the amount that such Member is otherwise obligated to contribute to the Company under this Agreement. The Company shall have a right of set-off against distributions to a Member or former Member for amounts to be indemnified pursuant to this Section 9.4(f), and any amount so withheld shall be treated as an amount distributed to such Member for purposes of Section 4.5(c) and Section 13.3. (g) Any reasonable, documented cost or expense incurred selected by the Partnership Representative in connection with the roles and responsibilities described in this Section 9.4, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. The Members agree to reasonably cooperate with the Company and the Partnership Representative as necessary to carry out the intent of this Section 9.4Managers.

Partnership Representative. (a) As of the Effective Date, the PBF Member 8.2.1. B▇▇▇▇ ▇▇▇▇▇▇▇▇ shall be designated the “partnership representative” within the meaning of Section 6223 6223(a) of the Code (the “Partnership Representative”). ) and shall be authorized to take any actions necessary under Treasury Regulations or other guidance to cause such designation (b) Subject always to its obligation to act in including the best interest designation of the Company, the Partnership Representative shall have the exclusive right and sole authority any individual to act on behalf of any entity Partnership Representative as may be required under the Partnership Tax Audit Rules). The Company and each Member agrees that they shall be bound by the actions taken by the Partnership Representative, as described in Section 6223(b) of the Code; the Members consent to the election set forth in Section 6226(a) of the Code and agree to take any action, and furnish the Partnership Representative with any information necessary, to give effect to such election if the Partnership Representative decides to make such election; and any imputed underpayment imposed on the Company under Subchapter C of pursuant to Section 63 6232 of the Code (relating and any related interest, penalties or other additions to partnership audit proceedingstax) and in any tax proceedings brought by taxing authorities. Subject to the terms of this Section 9.4, that the Partnership Representative reasonably determines is attributable to one or more Members shall be responsible for making all decisions, filing all elections and taking all other actions, in each case related to any promptly paid by such tax proceedings or otherwise related to its role as “partnership representative.” The Partnership Representative will give notice Members to the other Members of any audit, administrative or judicial proceeding relating Company (pro rata in proportion to taxes of the Company as soon as reasonably practicable, but no later than thirty (30) days, after becoming aware their respective shares of such proceedingunderpayment) within fifteen (15) days following the Partnership Representative’s request for payment (and any failure to pay such amount shall result in a subsequent reduction in distributions otherwise payable to such Member plus interest on such amount calculated at the prime rate published in the Wall Street Journal at the determinative time plus two percent (2%)). The Partnership Representative shall forward keep each Member reasonably and promptly informed of any audits or administrative or judicial proceedings affecting or relating to each other the tax items of the Company, consult with the Members regarding the conduct of such audits or proceedings, and be required to obtain the prior written consent of the Required Member copies prior to entering into any agreement or settlement or making an election in relation to such audits or proceedings. For the avoidance of all significant written communications it may receive in that capacity and will keep doubt, (i) the costs of any action taken by or on behalf of the Partnership Representative, the Company or their respective Affiliates pursuant to this paragraph shall be borne by the Member benefitting from any such action (together with the other Members reasonably informed concerning the progress and status of any similarly benefitting from such audit or proceeding. The Partnership Representative shall provide written notice to the other Members concerning its intent to make any election or decision, or take any other action, with respect to Sections 6221 through 6234 of the Code, and shall permit such other Member to review and provide comments with respect to such election, decision or action. (c) In the case of any Imputed Underpayment, except action as agreed to determined by the Initial Members, the Partnership Representative shall make a timely election under Section 6226 of the Code to “push out” such Imputed Underpayment to the current and former Membersin its reasonable discretion), as applicable, and furnish to such Members and the IRS a statement of such respective Member’s share, with the shares calculated in a manner that takes into account how the items of income, gain, loss, deduction or credit that gave rise to such Imputed Underpayment would have been allocated to each Member under this Agreement for the applicable taxable year, as required by Section 6226(a)(2(ii) of the Code. Upon an Initial Member’s request, with respect to any Imputed Underpayment, the Partnership Representative shall apply will be entitled to rely conclusively on the “pull-in” method described in Section 6225(c)(2)(B) advice of the Code and the Treasury Regulations thereunder with Company’s independent accountant or other tax advisor in making any determination in respect to such Initial Member. The Partnership Representative shall cooperate with any Initial Member concerning an Imputed Underpayment and provide any information reasonably requested to permit such Initial Member to prepare any amended return, participate in the “pull-in” method described in Section 6225(c)(2)(B) of the Code Partnership Tax Audit Rules, and the Treasury Regulations thereunder, or compute any tax liability, in each case, with respect to such Imputed Underpayment. (diii) Each current and former Member’s allocable portion of any Imputed Underpayment shall be subject to the review and comment of each such Member and shall take into account the extent to which such Imputed Underpayment was modified by any applicable and permitted adjustments, including such adjustments attributable to a current or former Member’s (or such Member’s direct or indirect owner’s) (i) tax classification, tax rates, tax attributes, the character of tax items to which the adjustment relates or similar factors or (ii) filing of an amended tax return and payment of taxes that complies with Section 6225(c)(2)(A) of the Code and the Treasury Regulations thereunder, or participation in the “pull-in” method in a manner that complies with Section 6225(c)(2)(B) of the Code and the Treasury Regulations thereunder. (e) Except as described in Section 9.4(c), the Partnership Representative shall not take be required to indemnify any of Member or the following actions without Company with respect to any taxes incurred under the prior written consent Partnership Tax Audit Rules. 8.2.2. Each Member shall provide to the Company upon request such information, forms or representations which the Partnership Representative may reasonably request with respect to the Company’s compliance with applicable tax laws, including, any information, forms or representations requested by the Partnership Representative to assist in obtaining any exemption, reduction or refund of any Initial Member whose rights or obligations would be adversely affected by such actions: (i) file any suit or petition in the U.S. Tax Court or any other venue concerning any tax refund or deficiency relating to any Company administrative adjustment; provided that no such consent shall be required if the estimated amount in controversy is not greater than $500,000, or (ii) enter into any settlement agreement withholding or other compromise relating taxes imposed by any taxing authority or other governmental agency upon the Company or amounts paid to any material Company item of income, gain, loss, deduction or credit for any taxable year of the Company. (f) Each Member shall indemnify and reimburse the Company 8.2.3. Notwithstanding any provision of this Agreement to the extent contrary, the Company is required to make any payment for taxes, interest, addition to tax or penalty with respect to a Member’s share provisions of any Covered Audit Adjustment as determined in the reasonable good faith discretion of the Partnership Representative, which shall be consistent with the allocations set forth under Section 4.2(i). To the fullest extent permitted by applicable Law, a Member’s obligations under this Section 9.4(f) 8.2 shall survive the dissolution, liquidation, termination and winding-up or liquidation of the Company or the termination of any Member’s interest in the Company and shall survive, as to remain binding on the Members following each Member, such Member’s withdrawal from the Company or termination of the Member’s status as a Member. The Company may pursue all rights and remedies it may have against any Member (or former Member). Any amounts payable to the Company under this Section 9.4(f) shall be payable by such Member within fifteen (15) Business Days of the Member’s receipt of notice that such payment is due. To the extent, and at the time(s), that a Member makes a payment to the Company under this Section 9.4(f), such payment shall increase such Member’s Capital Account its interest in the good faith discretion of the Partnership Representative, but shall not reduce the amount that such Member is otherwise obligated to contribute to the Company under this Agreement. The Company shall have a right of set-off against distributions to a Member or former Member for amounts to be indemnified pursuant to this Section 9.4(f), and any amount so withheld shall be treated as an amount distributed to such Member for purposes of Section 4.5(c) and Section 13.3Company. (g) Any reasonable, documented cost or expense incurred by the Partnership Representative in connection with the roles and responsibilities described in this Section 9.4, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. The Members agree to reasonably cooperate with the Company and the Partnership Representative as necessary to carry out the intent of this Section 9.4.

Partnership Representative. (a) As From time to time, the Board shall designate a Person to act as the Partnership Representative within the meaning of Code Section 6223 and in a similar capacity under any other applicable Tax Law; provided, however, that Fervo shall be designated as the Partnership Representative as of and after the Effective Date, unless otherwise determined by the PBF Member shall be the “partnership representative” within the meaning of Section 6223 of the Code (the “Partnership Representative”). (b) Subject always to its obligation to act in the best interest Board, and for each taxable year of the Company, the Company shall appoint an individual subject to the control of the Partnership Representative shall have (the exclusive right “Designated Individual”) meeting the requirements of Treasury Regulations Section 301.6223-l(b)(J) as the person authorized to represent the Partnership Representative in audits and sole authority to act on behalf of other proceedings governed by the Company under partnership audit procedures set forth in Subchapter C of Section Chapter 63 of the Code as amended by the Bipartisan Budget Act of 2015 (relating to partnership audit proceedingsthe “Revised Partnership Audit Rules”) and in any tax proceedings brought by taxing authorities. Subject shall revoke such appointment if such individual ceases to be subject to the terms of this Section 9.4, the Partnership Representative shall be responsible for making all decisions, filing all elections and taking all other actions, in each case related to any such tax proceedings or otherwise related to its role as “partnership representative.” The Partnership Representative will give notice to the other Members of any audit, administrative or judicial proceeding relating to taxes control of the Company as soon as reasonably practicable, but no later than thirty (30) days, after becoming aware of such proceedingpartnership Representative. The Partnership Representative and Designated Individual shall forward to each other Member copies of have all significant written communications it may receive in that capacity rights, authority, and will keep the other Members reasonably informed concerning the progress and status of any such audit or proceeding. The Partnership Representative shall provide written notice to the other Members concerning its intent to make any election or decision, or take any other action, with respect to Sections 6221 through 6234 of the Codepower, and shall permit such other Member be subject to review and provide comments with respect to such electionall obligations, decision or action. (c) In the case of any Imputed Underpayment, except as agreed to by the Initial Members, the Partnership Representative shall make a timely election under Section 6226 of the Code to “push out” such Imputed Underpayment partnership representative to the current and former Members, as applicable, and furnish to such Members and the IRS a statement of such respective Member’s share, with the shares calculated extent provided in a manner that takes into account how the items of income, gain, loss, deduction or credit that gave rise to such Imputed Underpayment would have been allocated to each Member under this Agreement for the applicable taxable year, as required by Section 6226(a)(2) of the Code. Upon an Initial Member’s request, with respect to any Imputed Underpayment, the Partnership Representative shall apply the “pull-in” method described in Section 6225(c)(2)(B) of the Code and the Treasury Regulations thereunder with respect or other Law and shall represent the Company in all Tax matters to such Initial Memberthe extent determined by the Board and allowed by Law. The Each of the Partnership Representative and Designated Individual shall cooperate with use its commercially reasonable efforts to minimize the financial burden of any Initial partnership adjustment to each Member concerning and former Member holding Membership Interests during the reviewed fiscal year·, through the application of the procedures established pursuant to Section 6225(c) of the Code, and/or through an Imputed Underpayment election and provide any information reasonably requested the furnishing of statements pursuant to permit such Initial Member to prepare any amended return, participate in the “pull-in” method described in Section 6225(c)(2)(B) 6226 of the Code and the Treasury Regulations thereunder, or compute any tax liability, in each case, with respect to such Imputed Underpayment. Member (d) Each current and each former Member’s allocable portion of any Imputed Underpayment shall be subject ) agrees to the review and comment of each such Member and shall take into account the extent use commercially reasonable efforts to which such Imputed Underpayment was modified by any applicable and permitted adjustments, including such adjustments attributable to a current or former Member’s (or such Member’s direct or indirect owner’s) (i) tax classification, tax rates, tax attributes, the character of tax items to which the adjustment relates or similar factors or (ii) filing of an amended tax return and payment of taxes that complies cooperate with Section 6225(c)(2)(A) of the Code and the Treasury Regulations thereunder, or participation in the “pull-in” method in a manner that complies with Section 6225(c)(2)(B) of the Code and the Treasury Regulations thereunder. (e) Except as described in Section 9.4(c), the Partnership Representative shall not take and Designated Individual and do or refrain from doing any or all things reasonably requested by the Partnership Representative or Designated Individual (including paying such Member's allocable share of any and all resulting taxes, additions to tax, penalties and interest in a timely fashion) in connection with any audit or examination of the following actions without the prior written consent Company's affairs by any federal, state or local tax authorities, including resulting administrative and judicial proceedings; provided, however, that no Member shall have an obligation to file any amended tax return. The partnership Representative and Designated Individual shall use commercially reasonable efforts to comply with any reasonable request of a Member to modify any adjustment by any taxing authority of any Initial Member whose rights or obligations would be adversely affected by such actions: (i) file any suit or petition in the U.S. Tax Court or any other venue concerning any tax refund or deficiency relating to any Company administrative adjustment; provided that no such consent shall be required if the estimated amount in controversy is not greater than $500,000, or (ii) enter into any settlement agreement or other compromise relating to any material Company item of income, gain, loss, deduction or credit of the Company under Section 6225(a) of the Code (or any similar· provision of state or local law) attributable to such Member by application of Section 6225(c) of the Code (or any similar provision of state or local law). Expenses incurred by the Partnership Representative or a Person acting in a similar capacity as set forth in this Section 8.03 shall be borne by the Company. Such expenses shall include fees of attorneys and other Tax professionals, accountants, appraisers, and experts, filing fees, and reasonable out-of-pocket costs. (b) Subject to Section 8.03(c), the Partnership Representative and Designated Individual shall not (i) settle any Tax matter, (ii) extend the period of limitations for the assessment or collection of any Tax or (iii) choose or change the forum for such contest, without the prior written consent of the Investor. (c) The Partnership Representative and Designated Individual shall keep the Members fully informed of any federal, state or local Tax inquiry, examination or proceeding, including promptly notifying the Members of the beginning and completion of a federal, state or local Tax administrative or judicial proceeding involving the Company and promptly informing the Members of any tax deficiencies assessed by any taxing authority against the Company or the Members, in each case, promptly upon such notice being received by the partnership Representative or Designated Individual. Each Member does hereby agree to indemnify and hold harmless the Company from and against any liability with respect to its share of any tax deficiency paid or payable by the Company that is allocable to the Member (as reasonably determined by the Board) with respect to an audited or reviewed taxable year for which such Member was a Member (for the avoidance of doubt, including any applicable interest and penalties); such obligation will survive such Member’s ceasing to be a Member and/or the termination, dissolution, liquidation and winding up of the Company. (fd) Each Member shall indemnify and reimburse the Company to the extent the Company is required to make any payment for taxes, interest, addition to tax or penalty with respect to a Member’s share of any Covered Audit Adjustment as determined The provisions contained in the reasonable good faith discretion of the Partnership Representative, which shall be consistent with the allocations set forth under Section 4.2(i). To the fullest extent permitted by applicable Law, a Member’s obligations under this Section 9.4(f) 8.03 shall survive the dissolution, liquidation, termination and winding-up of the Company and shall survive, as to each Member, such Member’s withdrawal from the Company or termination Transfer of the Member’s status as a Member. The Company may pursue all rights and remedies it may have against any Member (or former Member). Any amounts payable to the Company under this Section 9.4(f) shall be payable by such Member within fifteen (15) Business Days of the Member’s receipt of notice that such payment is due. To the extent, and at the time(s), that a Member makes a payment to the Company under this Section 9.4(f), such payment shall increase such Member’s Capital Account in the good faith discretion of the Partnership Representative, but shall not reduce the amount that such Member is otherwise obligated to contribute to the Company under this Agreement. The Company shall have a right of set-off against distributions to a Member or former Member for amounts to be indemnified pursuant to this Section 9.4(f), and any amount so withheld shall be treated as an amount distributed to such Member for purposes of Section 4.5(c) and Section 13.3Membership Interest. (g) Any reasonable, documented cost or expense incurred by the Partnership Representative in connection with the roles and responsibilities described in this Section 9.4, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. The Members agree to reasonably cooperate with the Company and the Partnership Representative as necessary to carry out the intent of this Section 9.4.