Common use of Partnership Representative Clause in Contracts

Partnership Representative. the Manager is hereby designated as the “partnership representative” of the Company for purposes and within the meaning of the New Partnership Audit Rules (the “Partnership Representative”). The 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 6226 of the Code (or any analogous provision of state or local tax law), the Partnership Representative shall have the authority and discretion to determine the portion of any imputed underpayment (within the meaning of the New Partnership Audit Rules) allocable to each Member. Each Member agrees to provide any information reasonably requested by the Partnership Representative in order to determine whether any imputed underpayment (within the meaning of the New Partnership Audit Rules) may be modified in a manner consistent with the requirements of Code Section 6225(c), including any information that will enable the Partnership Representative to determine the portion of the imputed underpayment allocable to (A) a “tax-exempt entity” (as defined in Code Section 168(h)(2)), in the case of ordinary income, to a C corporation or, in the case of capital gain or qualified dividend income, to an individual. Each Member agrees that any payment by the Company of a partnership-level tax imposed with respect to the New Partnership Audit Rules shall be treated as paid with respect to such Member. Each Member shall promptly contribute the amount of its allocable share of any partnership-level tax upon request by the Manager and, to the extent a Member does not contribute such amount within 15 days after demand for payment thereof, the Company shall offset such amount against distributions to which such Member would otherwise be subsequently entitled pursuant to Section 4.02 and 4.03 (and such amounts shall be deemed distributed pursuant to those provisions). Each Member hereby agrees to indemnify and hold harmless the Company, the other Members, the Partnership Representative and the Manager from and against any liability (including any liability for partnership-level taxes imposed with respect to the New Partnership Audit Rules) with respect to income attributable to or distributions or other payment to such Member. Each Member agrees, upon the request of the Partnership Representative, to file an amended United States federal income tax return for the taxable year which includes the end of the taxable year to which an imputed underpayment relates and to pay on a timely basis any and all resulting taxes, additions to tax, penalties and interest due in connection with such tax return in accordance with Code Section 6225(c)(2).

Partnership Representative. the Manager is hereby h▇▇▇▇▇ designated as the “partnership representative” of the Company for purposes and within the meaning of the New Partnership Audit Rules (the “Partnership Representative”). The 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 6226 of the Code (or any analogous provision of state or local tax law), the Partnership Representative shall have the authority and discretion to determine the portion of any imputed underpayment (within the meaning of the New Partnership Audit Rules) allocable to each Member. Each Member agrees to provide any information reasonably requested by the Partnership Representative in order to determine whether any imputed underpayment (within the meaning of the New Partnership Audit Rules) may be modified in a manner consistent with the requirements of Code Section 6225(c), including any information that will enable the Partnership Representative to determine the portion of the imputed underpayment allocable to (A) a “tax-exempt entity” (as defined in Code Section 168(h)(2)), in the case of ordinary income, to a C corporation or, in the case of capital gain or qualified dividend income, to an individual. Each Member agrees that any payment by the Company of a partnership-level tax imposed with respect to the New Partnership Audit Rules shall be treated as paid with respect to such Member. Each Member shall promptly contribute the amount of its allocable share of any partnership-level tax upon request by the Manager and, to the extent a Member does not contribute such amount within 15 days after demand for payment thereof, the Company shall offset such amount against distributions to which such Member would otherwise be subsequently entitled pursuant to Section 4.02 and 4.03 (and such amounts shall be deemed distributed pursuant to those provisions). Each Member hereby agrees to indemnify and hold harmless the Company, the other Members, the Partnership Representative and the Manager from and against any liability (including any liability for partnership-level taxes imposed with respect to the New Partnership Audit Rules) with respect to income attributable to or distributions or other payment to such Member. Each Member agrees, upon the request of the Partnership Representative, to file an amended United States federal income tax return for the taxable year which includes the end of the taxable year to which an imputed underpayment relates and to pay on a timely basis any and all resulting taxes, additions to tax, penalties and interest due in connection with such tax return in accordance with Code Section 6225(c)(2).

Partnership Representative. (a) As of the Manager is hereby designated as Effective Date, the PBF Member shall be the “partnership representative” of the Company for purposes and within the meaning of Section 6223 of the New Partnership Audit Rules Code (the “Partnership Representative”). The Company and each Member shall take such actions as may be required . (b) Subject always to effect such designation. The Partnership Representative shall designate from time to time a “designated individual” its obligation to act on behalf in the best interest 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 6226 of the Code (or any analogous provision of state or local tax law)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 discretion in any tax proceedings brought by taxing authorities. Subject to determine the portion 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 imputed underpayment (within the meaning audit, administrative or judicial proceeding relating to taxes of the New Company as soon as reasonably practicable, but no later than thirty (30) days, after becoming aware of such proceeding. The Partnership Audit Rules) allocable 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. Each The Partnership Representative shall cooperate with any Initial Member agrees to 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 order to determine whether any imputed underpayment (within the meaning of the New Partnership Audit Rules) may be modified in a manner consistent connection with the requirements of Code roles and responsibilities described in this Section 6225(c)9.4, including any information that will enable 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 determine carry out the portion intent of the imputed underpayment allocable to (A) a “tax-exempt entity” (as defined in Code this Section 168(h)(2)), in the case of ordinary income, to a C corporation or, in the case of capital gain or qualified dividend income, to an individual. Each Member agrees that any payment by the Company of a partnership-level tax imposed with respect to the New Partnership Audit Rules shall be treated as paid with respect to such Member. Each Member shall promptly contribute the amount of its allocable share of any partnership-level tax upon request by the Manager and, to the extent a Member does not contribute such amount within 15 days after demand for payment thereof, the Company shall offset such amount against distributions to which such Member would otherwise be subsequently entitled pursuant to Section 4.02 and 4.03 (and such amounts shall be deemed distributed pursuant to those provisions). Each Member hereby agrees to indemnify and hold harmless the Company, the other Members, the Partnership Representative and the Manager from and against any liability (including any liability for partnership-level taxes imposed with respect to the New Partnership Audit Rules) with respect to income attributable to or distributions or other payment to such Member. Each Member agrees, upon the request of the Partnership Representative, to file an amended United States federal income tax return for the taxable year which includes the end of the taxable year to which an imputed underpayment relates and to pay on a timely basis any and all resulting taxes, additions to tax, penalties and interest due in connection with such tax return in accordance with Code Section 6225(c)(2)9.4.

Partnership Representative. the The Manager is hereby designated shall appoint a Member (which may be itself) as the “partnership representative” of the 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 , subject to effect such designationreplacement by the Manager. The Partnership Representative shall designate from time have all of the rights, authority and power, and shall be subject to time all of the obligations, of a Partnership Representative to the extent provided in the Partnership Tax Audit Rules (or other applicable Law), subject to the provisions of this Agreement. For any period in which the Partnership Representative is not a natural person, the Partnership Representative shall 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 on behalf of in accordance with the Partnership Representativerights and duties under this Section 8.03, and such designated individual shall be subject to replacement by the Partnership Representative in accordance with the Code and Treasury RegulationsRegulations Section 301.6223-1. To the extent that the The Partnership Representative does not make an election will give timely notice to apply the alternative method provided by Section 6226 Members of any material audit, administrative or judicial proceeding relating to taxes of the Company, no later than 30 days after receiving written notice of such audit or proceeding. The Partnership Representative will keep the Members reasonably informed concerning the progress and status of any such audit or proceeding. The Partnership Representative shall provide written notice to the Members concerning its intent to make any election or decision, and shall permit the Members to review and suggest comments with respect to such election or decision. Without limiting the generality of the foregoing, (i) no Member shall be required to file an amended U.S. federal income tax return, as described in Code (or any analogous provision of state or local tax lawSection 6225(c)(2)(A), or pay any tax due and provide information to the Internal Revenue Service as described in Code Section 6225(c)(2)(B), without the approval of such Member (not to be unreasonably withheld, conditioned or delayed), and (ii) the Partnership Representative shall have the authority and discretion to determine the portion not cause or permit any settlement or compromise of any imputed underpayment material tax audit or proceeding that could reasonably be expected to have a disproportionate (within the meaning of the New Partnership Audit Rules) allocable compared to each Member. Each Member agrees other Members, but without regard to provide any information reasonably requested disproportionate impact caused by the Partnership Representative in order to determine whether any imputed underpayment (within the meaning of the New Partnership Audit Rules) may be modified in a manner consistent with the requirements of Code Section 6225(cdisparate Common Unit Sharing Percentages), including any information that will enable adverse impact on the Partnership Representative to determine the portion of the imputed underpayment allocable to Series A Investor (A) a “tax-exempt entity” (as defined in Code Section 168(h)(2)), in the case of ordinary income, to a C corporation or, in the case of capital gain or qualified dividend income, to an individual. Each Member agrees that any payment by the Company of a partnership-level tax imposed solely with respect to the New Partnership Audit Rules shall be treated as paid with respect to such Member. Each Member shall promptly contribute the amount of its allocable share of any partnership-level tax upon request by the Manager and, taxable period (or portion thereof) prior to the extent a Member does not contribute such amount within 15 days after demand for payment thereof, IPO or during which the Company shall offset such amount against distributions to which such Member would otherwise be subsequently entitled pursuant to Section 4.02 and 4.03 (and such amounts shall be deemed distributed pursuant to those provisions). Each Member hereby agrees to indemnify and hold harmless the Company, the other Members, the Partnership Representative and the Manager from and against any liability (including any liability for partnership-level taxes imposed with respect to the New Partnership Audit Rules) with respect to income attributable to or distributions or other payment to such Member. Each Member agrees, upon the request Series A Investor held Units representing more than 5% of the Partnership Representative, to file an amended United States federal income tax return for Aggregate Unit Sharing Percentage) or a Specified Member without the taxable year which includes the end approval of the taxable year Series A Investor or such Specified Member (not to which an imputed underpayment relates and to pay on a timely basis any and all resulting taxesbe unreasonably withheld, additions to tax, penalties and interest due in connection with such tax return in accordance with Code Section 6225(c)(2conditioned or delayed).

Partnership Representative. the Manager (i) The Managing Member is hereby designated as the “partnership representative” of the Company for purposes and within the meaning of the New Partnership Audit Rules (the “Partnership Representative”). The 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 6226 of the Code (or any analogous provision of state or local tax law), the Partnership Representative shall have the authority and discretion to determine the portion of any imputed underpayment (within the meaning of the New Partnership Audit Rules) allocable to each Member. Each Member agrees to provide any information reasonably requested by the Partnership Representative in order to determine whether any imputed underpayment (within the meaning of the New Partnership Audit Rules) may be modified in a manner consistent with the requirements of Code Section 6225(c), including any information that will enable the Partnership Representative to determine the portion of the imputed underpayment allocable to (A) a “tax-exempt entity” (as defined in Code Section 168(h)(2)), in the case of ordinary income, to a C corporation or, in the case of capital gain or qualified dividend income, to an individual. Each Member agrees that any payment by the Company of a partnership-level tax imposed with respect to the New Partnership Audit Rules shall be treated as paid with respect to such Member. Each Member shall promptly contribute the amount of its allocable share of any partnership-level tax upon request by the Manager 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 and the Manager Managing Member from and against any liability (including any liability for partnership-level taxes imposed with respect to the New Partnership Audit Rules) with respect to income attributable to or distributions or other payment to such Member. Each Member agrees, upon the request of the Partnership Representative, to file an amended United States federal income tax return for the taxable year which includes the end of the taxable year to which an imputed underpayment relates and to pay on a timely basis any and all resulting taxes, additions to tax, penalties and interest due in connection with such tax return in accordance with Code Section 6225(c)(2). (ii) Notwithstanding anything in this Agreement to the contrary,(x) the Partnership Representative, 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 the New Partnership Audit Rules; and (y) each Member shall timely make or take (and/or cause to be timely made and taken) any and all actions and payments, and each Member shall timely prepare and file (and/or shall cause to be timely prepared and filed) any and all of its tax returns, consistent with and in compliance with the New Partnership Audit Rules and/or otherwise as the Partnership Representative shall determine to be consistent with and in compliance with the New Partnership Audit Rules and which the Partnership directs a Member to make, take or do. (iii) For the avoidance of doubt, any Person who ceases to be a Member shall be deemed to be a Member for purposes of this Section 8.03, and the obligations of a Member pursuant to this Section 8.03 shall survive indefinitely with respect to any taxes withheld or paid by the Company that relate to the period during which such Person was actually a Member, regardless of whether such taxes are assessed, withheld or otherwise paid during such period.

Partnership Representative. the Manager is hereby designated as the “"partnership representative” " of the Company for purposes and within the meaning of the New Partnership Audit Rules (the “"Partnership Representative”"). The 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 6226 of the Code (or any analogous provision of state or local tax law), the Partnership Representative shall have the authority and discretion to determine the portion of any imputed underpayment (within the meaning of the New Partnership Audit Rules) allocable to each Member. Each Member agrees to provide any information reasonably requested by the Partnership Representative in order to determine whether any imputed underpayment (within the meaning of the New Partnership Audit Rules) may be modified in a manner consistent with the requirements of Code Section 6225(c), including any information that will enable the Partnership Representative to determine the portion of the imputed underpayment allocable to (A) a “"tax-exempt entity” " (as defined in Code Section 168(h)(2)), in the case of ordinary income, to a C corporation or, in the case of capital gain or qualified dividend income, to an individual. Each Member agrees that any payment by the Company of a partnership-partnership level tax imposed with respect to the New Partnership Audit Rules shall be treated as paid with respect to such Member. Each Member shall promptly contribute the amount of its allocable share of any partnership-level tax upon request by the Manager and, to the extent a Member does not contribute such amount within 15 days after demand for payment thereof, the Company shall offset such amount against distributions to which such Member would otherwise be subsequently entitled pursuant to Section 4.02 and 4.03 (and such amounts shall be deemed distributed pursuant to those provisions). Each Member hereby agrees to indemnify and hold harmless the Company, the other Members, the Partnership Representative and the Manager from and against any liability (including any liability for partnership-partnership level taxes imposed with respect to the New Partnership Audit Rules) with respect to income attributable to or distributions or other payment to such Member. Each Member agrees, upon the request of the Partnership Representative, to file an amended United States federal income tax return for the taxable year which includes the end of the taxable year to which an imputed underpayment relates and to pay on a timely basis any and all resulting taxes, additions to tax, penalties and interest due in connection with such tax return in accordance with Code Section 6225(c)(2). (Il) Notwithstanding anything in this Agreement to the contrary,(x) the Partnership Representative, in its sole discretion, may, and/or may cause the Company to, make or take (or not make or take) any election or other action that the Partnership Representative and/or the Company is permitted or required to make or take (or not make or take) under the New Partnership Audit Rules; and (y) each Member shall timely make or take (and/or cause to be timely made and taken) any and all actions and payments, and each Member shall timely prepare and file (and/or shall cause to be timely prepared and filed) any and all of its tax returns, consistent with and in compliance with the New Partnership Audit Rules and/or otherwise as the Partnership Representative shall determine to be consistent with and in compliance with the New Partnership Audit Rules and which the Partnership directs a Member to make, take or do.

Partnership Representative. the Manager is hereby designated The General Partner shall act as the “partnership representative” Partnership Representative of the Company for purposes Partnership. The General Partner may remove itself and within replace the meaning Partnership Representative 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 the extent permitted by the Code. The General Partner shall be entitled to select any individual who meets the applicable requirements to act on behalf of the Partnership Representative, and the Partnership shall appoint such individual as the designated individual shall be subject to replacement by through whom the Partnership Representative acts, as set forth in accordance Treasury Regulation Section 301.6223-1(b)(3)(ii). As Partnership Representative, the General Partner shall inform each other Partner of all significant matters that may come to its attention in its capacity as Partnership Representative by giving notice thereof within ten (10) days after becoming aware thereof and, within such time, shall forward to each other Partner copies of all significant written communications it may receive in such capacity. If the Partnership pays an imputed underpayment or any interest and penalties with respect to an imputed underpayment pursuant to Sections 6232 and 6233 of the, to the Code and Treasury Regulationsextent possible, the portion thereof attributable to a Partner shall be treated as having been distributed to such Partner. To the extent that such portion of an imputed underpayment cannot be withheld from a current distribution, the Partner (or former Partner) shall be liable to the Partnership Representative does for the amount that cannot make an election to apply be offset. The Partnership (in the sole discretion of the Partnership Representative) may elect the alternative method provided by set forth in Section 6226 of the Code (or any analogous provision as amended by the Bipartisan Budget Act of state or local tax law)2015) instead of paying an imputed underpayment. Except for action specifically required of it in this Section 5.11, the Partnership Representative shall have the authority and discretion not be liable to determine the portion of any imputed underpayment (within the meaning of the New Partnership Audit Rules) allocable to each Member. Each Member agrees to provide any information reasonably requested by the Partnership Representative in order or any Partner for any action it takes or fails to determine whether take with respect to any imputed underpayment (within the meaning of the New Partnership Audit Rules) may be modified in a manner consistent with the requirements of Code Section 6225(c), including any information that will enable the Partnership Representative to determine the portion of the imputed underpayment allocable to (A) a administrative or judicial proceeding involving “tax-exempt entitypartnership items” (as defined in Code Section 168(h)(2))6231 of the Code) of the Partnership, in the case of ordinary incomefor any Partnership level taxes, or for any election or failure to a C corporation ormake any election, in the case of capital gain or qualified dividend incomeother actions or omissions, other than attributable to an individualits gross negligence or willful misconduct. Each Member agrees that any payment by the Company of a partnership-level tax imposed with respect to the New Partnership Audit Rules shall be treated as paid with respect to such Member. Each Member shall promptly contribute the amount of its allocable share of any partnership-level tax upon request by the Manager and, to the extent a Member does not contribute such amount within 15 days after demand for payment thereof, the Company shall offset such amount against distributions to which such Member would otherwise be subsequently entitled pursuant to Section 4.02 and 4.03 (and such amounts shall be deemed distributed pursuant to those provisions). Each Member Partner hereby agrees to severally, and not jointly, indemnify and hold harmless the Company, the other MembersPartnership, the Partnership Representative Representative, and the Manager other Partners from and against any liability (including any liability for partnership-level taxes imposed with respect to taxes, interest, and penalties, if any, that may be incurred by the New Partnership Audit Rules) with respect by reason of an adjustment to income attributable to an amount of income, gain, loss, deduction, or distributions or other payment credit allocable to such MemberPartner (including, but not limited to, any amount payable by the Company pursuant to an adjustment under Code Section 6225). Each Member agreesA Partner’s liability hereunder shall be limited to the amount of the Partnership’s tax, upon interest, and penalties which are reasonably attributable, in the request good faith judgment of the Partnership Representative, to file an amended United States federal income tax return for such Partner, taking into account the taxable year which includes the end nature of the taxable adjustments and the Partner’s Interest in the year to which an imputed underpayment relates the adjustments relate (not the year adjustments are made). The provisions of this Section 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, and winding up of the Partnership. The Partnership may pursue and enforce all rights and remedies it may have against each Partner under this Section 5.11, including bringing a lawsuit to pay on a timely basis any and all resulting taxes, additions to tax, penalties and interest due in connection with such tax return in accordance with Code Section 6225(c)(2)collect repayment.

Partnership Representative. the Manager is hereby (a) The General Partner or its delegate shall be designated as the “partnership representative” of the Company for purposes and within the meaning of the New Partnership Audit Rules (the “Partnership Representative”)) for purposes of, and in accordance with, Code Section 6223. The Company 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 Member Investor Limited Partner for review, comment and consent, which consent shall take not be unreasonably withheld or delayed. Any such actions as may be required material income tax return shall reflect any timely reasonable comments provided by an Investor Limited Partner. (b) The Partnership Representative shall (i) promptly notify each Investor Limited Partner in writing of the 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 effect such designationthe Partnership, and shall further keep the Limited Partner informed of, and give the Limited Partner the right to participate in, any Tax Proceeding. The Partnership Representative shall designate from time to time a not take any material action in its capacity as the “designated individualpartnership representative” 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 6226 of the Code (or any analogous provision of state or local tax law), the Partnership Representative shall have the authority and discretion to determine the portion of any imputed underpayment (within the meaning of the New Partnership Audit Rules) allocable to each Member. Each Member agrees to provide any information reasonably requested by the Partnership Representative in order to determine whether any imputed underpayment (within the meaning of the New Partnership Audit Rules) may be modified in a manner consistent with that shall bind a Limited Partner without the requirements of Code Section 6225(c), including any information that will enable the Partnership Representative to determine the portion consent of the imputed underpayment allocable to Limited Partner. (Ac) a “tax-exempt entity” (as defined in Code Section 168(h)(2)), in the case of ordinary income, to a C corporation or, in the case of capital gain or qualified dividend income, to an individual. Each Member agrees that any payment by the Company of a partnership-level tax imposed with respect to the New Partnership Audit Rules shall be treated as paid with respect to such Member. Each Member shall promptly contribute the amount of its allocable share of any partnership-level tax upon request by the Manager and, to the extent a Member Partner 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 agree to indemnify and hold harmless the Company, Partnership and Partnership Representative from and against any liability with respect to its share of any tax deficiency paid or payable by the other Members, Partnership that is allocable to the Partner (as reasonably determined by the Partnership Representative and the Manager from and against any liability (including any liability for partnership-level taxes imposed with respect to the New Partnership Audit RulesLimited Partners) with respect to income attributable to an audited or distributions or reviewed taxable year for which such Partner was a Partner (for the avoidance of doubt, including any applicable interest and penalties), other payment to than any such Member. Each Member agrees, upon liability (including interest and penalties) that arises as a result of the request gross negligence of the Partnership or the Partnership Representative. Further, each Partner does hereby agree to file provide information reasonably required by the Partnership to enable the Partnership to reduce its liability from an amended United States federal income audit adjustment, even if such tax return for is paid or audit adjustment occurs after the taxable year which includes Partner is no longer a Partner in the end Partnership. The obligations set forth in this Section 8.06 will survive such Partner’s ceasing to be a Partner of the taxable year Partnership and/or the termination, dissolution, liquidation and winding up of the Partnership. (d) The General Partner (without regard to whether the General Partner is the Partnership Representative at such time) (i) shall provide the Strategic Investor with all notifications that would be required by Section 8.06(b), and shall keep the Strategic Investor informed of the progress of any Tax Proceeding, as if the General Partner were the Partnership Representative and the Strategic Investor were a Limited Partner and (ii) shall consult in good faith with the Strategic Investor about any Tax Proceeding which an imputed underpayment relates and could reasonably be expected to pay 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 timely basis failure by the General Partner to satisfy the foregoing obligations to the Strategic Investor. Absent the consent of the Strategic Investor, which consent shall not be unreasonably withheld or delayed, the Partnership Representative shall not settle or compromise any and all resulting taxestax liability involved in a Tax Proceeding, additions to tax, penalties and interest due in connection with if such tax return in accordance with Code Section 6225(c)(2)settlement or compromise would have a material adverse effect on the Investor Limited Partner or the Strategic Investor.

Partnership Representative. (a) From time to time, the Manager is hereby designated Board shall designate a Person to act as the “partnership representative” of the Company for purposes and 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 New Partnership Audit Rules Representative as of and after the Effective Date, unless otherwise determined by the Board, and for each taxable year of the Company, the Company shall appoint an individual subject to the control of the Partnership Representative (the “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 other proceedings governed by the partnership audit procedures set forth in Subchapter C of Chapter 63 of the Code as amended by the Bipartisan Budget Act of 2015 (the “Revised Partnership Audit Rules”) and shall revoke such appointment if such individual ceases to be subject to the control of the partnership Representative”). The Company and each Member shall take such actions as may be required to effect such designation. The Partnership Representative and Designated Individual shall designate from time to time a “designated individual” to act on behalf of the Partnership Representativehave all rights, authority, and such designated individual power, and shall be subject to replacement all obligations, of a partnership representative to the extent provided in the Code and the Treasury Regulations or other Law and shall represent the Company in all Tax matters to the extent determined by the Board and allowed by Law. Each of the Partnership Representative in accordance with and Designated Individual shall use its commercially reasonable efforts to minimize the Code financial burden of any partnership adjustment to each Member and Treasury Regulations. To former Member holding Membership Interests during the extent that reviewed fiscal year·, through the Partnership Representative does not make application of the procedures established pursuant to Section 6225(c) of the Code, and/or through an election and the furnishing of statements pursuant to apply the alternative method provided by Section 6226 of the Code and each Member (or any analogous provision of state or local tax law), and each former Member) agrees to use commercially reasonable efforts to cooperate with the Partnership Representative shall have the authority and discretion to determine the portion of Designated Individual and do or refrain from doing any imputed underpayment (within the meaning of the New Partnership Audit Rules) allocable to each Member. Each Member agrees to provide any information or all things reasonably requested by the Partnership Representative in order to determine whether any imputed underpayment or Designated Individual (within the meaning of the New Partnership Audit Rules) may be modified in a manner consistent with the requirements of Code Section 6225(c), including any information that will enable the Partnership Representative to determine the portion of the imputed underpayment allocable to (A) a “tax-exempt entity” (as defined in Code Section 168(h)(2)), in the case of ordinary income, to a C corporation or, in the case of capital gain or qualified dividend income, to an individual. Each Member agrees that any payment by the Company of a partnership-level tax imposed with respect to the New Partnership Audit Rules shall be treated as paid with respect to paying such Member. Each Member shall promptly contribute the amount of its 's allocable share of any partnership-level tax upon request by the Manager and, to the extent a Member does not contribute such amount within 15 days after demand for payment thereof, the Company shall offset such amount against distributions to which such Member would otherwise be subsequently entitled pursuant to Section 4.02 and 4.03 (and such amounts shall be deemed distributed pursuant to those provisions). Each Member hereby agrees to indemnify and hold harmless the Company, the other Members, the Partnership Representative and the Manager from and against any liability (including any liability for partnership-level taxes imposed with respect to the New Partnership Audit Rules) with respect to income attributable to or distributions or other payment to such Member. Each Member agrees, upon the request of the Partnership Representative, to file an amended United States federal income tax return for the taxable year which includes the end of the taxable year to which an imputed underpayment relates and to pay on a timely basis any and all resulting taxes, additions to tax, penalties and interest due in a timely fashion) in connection with any audit or examination of the 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 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 return deficiencies assessed by any taxing authority against the Company or the Members, in accordance 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 Code 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. (d) The provisions contained in this Section 6225(c)(2)8.03 shall survive the termination of the Company and the Transfer of any Membership Interest.

Partnership Representative. the Manager is hereby designated The Tax Compliance Person shall act as the “partnership representative” of the Company for purposes and Topco within the meaning of Section 6223(a) of the New Partnership Audit Rules (IRC, as amended by the “Partnership Representative”)U.S. Bipartisan Budget Act of 2015. The Company partnership representative shall have all of the rights, duties, powers and each Member obligations provided for in Sections 6221 through 6231 of the IRC, as amended by the U.S. Bipartisan Budget Act of 2015. Notwithstanding the foregoing, Rainbow Capital, in its sole discretion, may designate another person to replace the Tax Compliance Person as “partnership representative”, and such person shall have all such rights, duties, powers and obligations. The partnership representative shall promptly notify Rainbow Capital, the Tax Compliance Person (if it is not the partnership representative at that time) and, with respect to any taxable period during which the Coty Shareholder Group held an Equity Percentage of at least 15%, the Coty Parent of any notices that it receives related to a U.S. tax proceedings, and shall timely inform such persons of the status of such tax proceedings. Notwithstanding the foregoing, the partnership representative shall be subject to the control of the Bidco Board and shall not settle or otherwise compromise any issue in any examination, audit or other proceeding with any Taxation Authority without first obtaining approval of the Bidco Board. The partnership representative shall determine whether any Imputed Underpayment Amount can be reduced pursuant to Sections 6225(c)(2)(B), (3), (4) or (5) of the IRC and any similar provisions of state or local laws. Each Shareholder hereby agrees to cooperate to provide any information or take such other actions as may be 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 6226 of the Code (or any analogous provision of state or local tax law), the Partnership Representative shall have the authority and discretion to determine the portion of any imputed underpayment (within the meaning of the New Partnership Audit Rules) allocable to each Member. Each Member agrees to provide any information reasonably requested by the Partnership Representative partnership representative in order to determine whether any imputed underpayment (within make such determination. Notwithstanding the meaning of the New Partnership Audit Rules) may be modified in a manner consistent with the requirements of Code Section 6225(c), including any information that will enable the Partnership Representative to determine the portion of the imputed underpayment allocable to (A) a “tax-exempt entity” (as defined in Code Section 168(h)(2)), in the case of ordinary income, to a C corporation or, in the case of capital gain or qualified dividend income, to an individual. Each Member agrees that any payment by the Company of a partnership-level tax imposed with respect to the New Partnership Audit Rules shall be treated as paid with respect to such Member. Each Member shall promptly contribute the amount of its allocable share of any partnership-level tax upon request by the Manager and, to the extent a Member does not contribute such amount within 15 days after demand for payment thereofforegoing, the Company partnership representative shall offset such amount against distributions to which such Member would otherwise be subsequently entitled pursuant to Section 4.02 and 4.03 (and such amounts shall be deemed distributed pursuant to those provisions). Each Member hereby agrees to indemnify and hold harmless the Company, the other Members, the Partnership Representative and the Manager from and against not require any liability (including any liability for partnership-level taxes imposed with respect to the New Partnership Audit Rules) with respect to income attributable to or distributions or other payment to such Member. Each Member agrees, upon the request of the Partnership Representative, Shareholder to file an amended United States federal income tax return Tax Return. A Shareholder’s obligation to comply with this Clause 9.1(f) shall survive the transfer, assignment or liquidation of such Shareholder’s interest in Topco. The partnership representative shall receive no compensation for its services. All third party costs and expenses incurred by the taxable year which includes the end of the taxable year to which an imputed underpayment relates partnership representative in performing its duties as such (including legal and to pay on a timely basis accounting fees and any and all resulting taxes, additions to tax, penalties and interest due in connection with such tax return in accordance with Code Section 6225(c)(2)out-of-pocket expenses) shall be borne by Topco.

Partnership Representative. the Manager Unless and until another Member is hereby designated as the “partnership representative” of the Company for purposes and within the meaning of Section 6231(a)(7) of the New Partnership Audit Rules Code (the “Partnership Representative”) by the Board, the Partnership Representative of the Company will be the Intel Member. Subject to the limitations set forth in Article 8 hereof, the Partnership Representative shall (i) keep the other Members promptly informed about any communications with any Governmental Entities in connection with any income or other material tax audit or proceeding of the Company, (ii) consult with the other Members in connection with any such audit or other proceeding about strategy and give the other Members the opportunity (at the sole cost and expense of such Members) to attend any meetings with the Governmental Entities in such audit or other proceeding and (iii) provide the Members with an opportunity to review and comment on any material substantive written communications with such Governmental Entities relating to such audit or other proceeding, in each case, to the extent any such Member could reasonably be expected to be adversely impacted by such audit or proceeding. To the extent any settlement or compromise with respect to Company tax matters could reasonably be expected to have a disproportionate and adverse impact on the Brookfield Member, the Partnership Representative shall not enter into such settlement agreement with any Governmental Entities without the prior written consent of the Brookfield Member (which consent shall not be unreasonably withheld, conditioned or delayed). The Company and each Each Member shall hereby agrees to use reasonable efforts (i) to 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 Intel Member’s designation as the Partnership Representative, and such designated individual shall be subject (ii) supply to replacement the Company, as reasonably requested by the Partnership Representative Representative, all reasonably accessible, pertinent information in accordance with its possession relating to 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 operations of the Code Company necessary to enable the Company’s tax returns to be prepared and filed, and (or any analogous provision of state or local tax law), the Partnership Representative shall have the authority and discretion iii) to determine the portion of any imputed underpayment (within the meaning of the New Partnership Audit Rules) allocable to each Member. Each Member agrees cooperate to provide any information or take such other actions as may be reasonably requested by the Partnership Representative in order to determine whether modify any imputed underpayment (within the meaning of the New Partnership Audit Rules) may be modified in a manner consistent with the requirements of Imputed Underpayment Amount pursuant to Code Section 6225(c); provided, including any information however, that will enable the Partnership Representative to determine the portion none of the imputed underpayment allocable to (A) a “tax-exempt entity” (as defined in Code Section 168(h)(2)), in the case of ordinary income, to a C corporation or, in the case of capital gain or qualified dividend income, to an individual. Each Member agrees that any payment by the Company of a partnership-level tax imposed with respect to the New Partnership Audit Rules Members shall be treated as paid with respect to such Member. Each Member shall promptly contribute the amount of its allocable share of any partnership-level tax upon request by the Manager and, to the extent a Member does not contribute such amount within 15 days after demand for payment thereof, the Company shall offset such amount against distributions to which such Member would otherwise be subsequently entitled pursuant to Section 4.02 and 4.03 (and such amounts shall be deemed distributed pursuant to those provisions). Each Member hereby agrees to indemnify and hold harmless the Company, the other Members, the Partnership Representative and the Manager from and against any liability (including any liability for partnership-level taxes imposed with respect to the New Partnership Audit Rules) with respect to income attributable to or distributions or other payment to such Member. Each Member agrees, upon the request of the Partnership Representative, required to file an any amended United States U.S. federal income tax return for or comply with the taxable year which includes the end of the taxable year to which an imputed underpayment relates and to alternative procedure described in Code Section 6225(c)(2)(B), or pay on a timely basis any and all resulting taxes, additions to tax, penalties and interest 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 prior written consent of such Member (which consent shall not be unreasonably withheld, conditioned or delayed).

Partnership Representative. the Manager is hereby designated as (a) Atlanticus Holdings Corp. shall be the “partnership representative” of the Company for purposes and within the meaning of Section 6223(a) of the New Partnership Audit Rules 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 “Designated Individual”). . (b) The Partnership Representative and the Designated Individual shall have the right to make on behalf of the Company any and each Member 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 the Code (including an election under Section 6221(b) or 6226(a) of the Code), and the Members shall take such actions as may requested by 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 required filed in accordance with such section with respect to effect such designationthe Company without the advance written consent of the Partnership Representative or the Designated Individual in its sole discretion. The Partnership Representative and the Designated Individual shall designate from time have the authority to time a “designated individual” amend this Agreement to act on behalf make any changes in good faith consultation with the Company’s tax accountants and tax counsel as are necessary or appropriate: (i) to reduce any Company level assessment under Section 6225 of the Partnership Representative, and such designated individual shall be subject Code; (ii) to replacement by the Partnership Representative in accordance determine any apportionment of any tax; or (iii) to comply with the Code and Treasury Regulations. To the extent that administrative, judicial or legislative interpretations thereof or changes thereto. (c) Each Member shall provide to the Partnership Representative does not make an election or the Designated Individual such information (or, if applicable, certify as to apply the alternative method provided by Section 6226 filing of the Code (initial or any analogous provision of state or local amended tax law), the Partnership Representative shall have the authority and discretion to determine the portion of any imputed underpayment (within the meaning of the New Partnership Audit Rulesreturns) allocable to each Member. Each Member agrees to provide any information as is reasonably requested by the Partnership Representative in order or the Designated Individual to enable the Partnership Representative or the Designated Individual (i) to reduce any Company level assessment under Section 6225 of the Code, (ii) to determine whether the allocation of any imputed underpayment 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, (within iii) to take any and all actions that are available to be made or taken by the meaning 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 New Code in any other respect. (d) In the event the Company incurs any liability for taxes, interest or penalties: (i) The Partnership Audit RulesRepresentative or the Designated Individual may, or if such amounts are material, shall, cause the Members (including any former Member) may 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 modified 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) 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 requirements of Code Section 6225(c), including any Company’s tax and information that will enable the returns. (g) The Partnership Representative to determine or the portion Designated Individual may, if it determines that the retention of the imputed underpayment allocable to (A) a “tax-exempt entity” (as defined in Code Section 168(h)(2)), accountants or other professionals would be in the case best interests of ordinary income, to a C corporation or, in the case of capital gain or qualified dividend income, to an individual. Each Member agrees that any payment by the Company of a partnership-level tax imposed with respect to the New Partnership Audit Rules shall be treated as paid with respect to such Member. Each Member shall promptly contribute the amount of its allocable share of any partnership-level tax upon request by the Manager and, to the extent a Member does not contribute such amount within 15 days after demand for payment thereof, the Company shall offset such amount against distributions to which such Member would otherwise be subsequently entitled pursuant to Section 4.02 and 4.03 (and such amounts shall be deemed distributed pursuant to those provisions). Each Member hereby agrees to indemnify and hold harmless the Company, the other Members, retain such accountants or professionals to assist in any audits. The Company shall indemnify and reimburse the Partnership Representative and the Manager from Designated Individual for all expenses, including legal and against accounting fees, claims, liabilities, losses and damages to the extent borne by the Partnership Representative or the Designated Individual, incurred in connection with any liability (including any liability for partnership-level taxes imposed administrative or judicial proceeding with respect to any audit of the New Company’s tax returns. The taking of any action and the incurring of any expense by the Partnership Audit Rules) Representative and the Designated Individual in connection with respect any such proceeding, except to income attributable to or distributions or other payment to such Member. Each Member agreesthe extent required by Applicable Law, upon is a matter in the request sole discretion of the Partnership RepresentativeRepresentative and the Designated Individual, as applicable. (h) The Partnership Representative and the Designated Individual may resign at any time. If Atlanticus Holdings Corp. ceases to file an amended United States federal income tax return be the Partnership Representative for any reason, the taxable year which includes the end holders of a majority of the taxable year Class A Units shall appoint a new Partnership Representative. If Chief Financial Officer of Atlanticus Holdings Corp. ceases to which an imputed underpayment relates and to pay on be the Designated Individual, the holders of a timely basis any and all resulting taxes, additions to tax, penalties and interest due majority of the Class A Units in connection consultation with such tax return in accordance with Code Section 6225(c)(2)the Partnership Representative shall appoint a new Designated Individual.

Partnership Representative. the Manager is hereby designated A. The General Partner shall act as or appoint the “partnership representative” of the Company for purposes and within the meaning of the New Partnership Audit Rules (the “Partnership Representative”) within the meaning of Section 6223(a) of the Code (as amended by the Bipartisan Budget Act of 2015) and in any similar capacity under provisions of any state, local or non-U.S. tax law. As the Partnership Representative, the General Partner (or its appointee) shall have full discretion to represent and bind the Partnership in each audit conducted by any taxing authority, including without limitation the power and authority (1) to make an election under Section 6226 of the Code and any Regulations promulgated in accordance therewith and (2) to take, and to cause the Partnership to take, all actions necessary or convenient to give effect to such 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 IRS or other relevant taxing authorities), (x) paying all liabilities attributable to such 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 Company 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 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 all out-of-pocket expenses and fees incurred by the General Partner (or its appointee) 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 6226 of the Code (or any analogous provision of state or local tax law), as the Partnership Representative shall have the authority and discretion to determine the portion of any imputed underpayment (within the meaning of the New constitute Partnership Audit Rules) allocable to each Member. Each Member agrees to provide any information reasonably requested by the Partnership Representative in order to determine whether any imputed underpayment (within the meaning of the New Partnership Audit Rules) may be modified in a manner consistent with the requirements of Code Section 6225(c), including any information that will enable the Partnership Representative to determine the portion of the imputed underpayment allocable to (A) a “tax-exempt entity” (as defined in Code Section 168(h)(2)), in the case of ordinary income, to a C corporation or, in the case of capital gain or qualified dividend income, to an individual. Each Member agrees that any payment by the Company of a partnership-level tax imposed with expenses. B. With respect to any tax audit or other proceeding not conducted under the New Partnership Audit Rules shall be treated as paid with respect to such Member. Each Member shall promptly contribute the amount of its allocable share of any partnership-level tax upon request by the Manager and, to the extent a Member does not contribute such amount within 15 days after demand for payment thereof, the Company shall offset such amount against distributions to which such Member would otherwise be subsequently entitled pursuant to Section 4.02 and 4.03 (and such amounts shall be deemed distributed pursuant to those provisions). Each Member hereby agrees to indemnify and hold harmless the Company, the other MembersBBA Rules, the Partnership Representative and each Partner shall, to the Manager from extent permissible under applicable law, have rights, powers, privileges and against 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 General Partner determines, in its sole discretion, that any portion of such liability is attributable to a Partner then, at the General Partner’s election, 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 Partnership. Any amount contributed under the preceding sentence shall be taken into account for partnershippurposes of maintaining Capital Account balances to the 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-level taxes imposed 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 New Partnership Audit Rules) General Partner upon becoming aware of the commencement of any tax audit or similar proceeding with respect to income attributable such Partner or its affiliates if such audit or proceeding relates (or reasonably could be expected to relate) to the Partnership or distributions any income, gain, loss, or deduction derived from a Partnership Interest. F. Notwithstanding any provision of this Agreement to the contrary, 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 10.3 shall survive any transfer of its Partnership Interest and the termination of the Partnership. G. No Partnership Representative (or “designated individual”) shall be liable, in damages or otherwise, to the Partnership, any Partner, or any other payment 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 which the Partnership Representative would be entitled to indemnification hereunder. The Partnership Representative and any designated individual shall be entitled to rely on the advice or services of any such Memberprofessionals in discharging its duties as a Partnership Representative and designated individual and in doing so shall not be liable for any damages, loss, cost or expense, or diminution in value to any person as a result of such 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 (and any designated individual) shall receive no compensation for its services. Each Member agrees, upon All third-party costs and expenses incurred by the request of 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 restrict the Partnership Representative, the General Partner or the Partnership from engaging an accounting firm, law firm or other advisor to file an amended United States federal income tax return assist the Partnership Representative in discharging its duties hereunder, so long as the compensation paid by the Partnership for the taxable year which includes the end of the taxable year to which an imputed underpayment relates and to pay on a timely basis any and all resulting taxes, additions to tax, penalties and interest due in connection with such tax return in accordance with Code Section 6225(c)(2)services is reasonable.

Partnership Representative. the (a) The Manager is hereby designated as will be the “partnership representativePartnership Representative” of the Company for purposes and within the meaning of Section 6223 of the New Partnership Audit Rules Code, as enacted by the Bipartisan Budget Act of 2015, and the Company and the Members will complete any necessary actions (the “Partnership Representative”)including signing and delivering any required certificates or other documents) to effectuate such designation. The Company and Manager shall inform each other Member of all significant matters that may come to its attention in its capacity as Partnership Representative by giving notice thereof within ten (10) days after becoming aware thereof and, within such time, shall take forward to each other Member copies of all significant written communications it may receive in such actions as may be required to effect such designationcapacity. The Partnership Representative shall designate from time have sole authority to time a “designated individual” to act make on behalf of the Company any and all tax elections available to be made in the Partnership Representative’s capacity as such and to take all other 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 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 with respect to such Tax Return, the Partnership Representative shall make a push-out election under Section 6226(a) of the Code, and that each member agrees to be bound by such designated individual shall 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 subject to replacement necessary or desirable, consistent with any actions taken or elections made by the Partnership Representative in accordance with this Section 10.3. The Partnership Representative, as applicable, is authorized and directed to represent the Code and Treasury Regulations. To Company, at the extent that the Partnership Representative does not make an election to apply the alternative method provided by Section 6226 Company’s expense, in connection with all examinations of the Code (or any analogous provision of state or local Company’s tax law)affairs by tax authorities, the Partnership Representative shall have the authority and discretion to determine the portion of any imputed underpayment (within the meaning of the New Partnership Audit Rules) allocable to each Memberexpend Company funds for associated professional services and costs. Each Member agrees to provide any information reasonably requested Any decisions made by the Partnership Representative in order to determine whether any imputed underpayment (within the meaning of the New Partnership Audit Rules) may be modified in a manner consistent with the requirements of Code Section 6225(c)Representative, including whether or not to settle or contest any information that will enable tax matter, whether or not to make any election, whether or not to extend the Partnership Representative to determine period of limitations for the portion assessment or collection of any tax and the imputed underpayment allocable to (A) a “tax-exempt entity” (as defined in Code Section 168(h)(2))choice of forum for such contest, shall be made in the case of ordinary income, to a C corporation or, in the case of capital gain or qualified dividend income, to an individual. Each Member agrees that any payment by the Company of a partnership-level tax imposed with respect to the New Partnership Audit Rules shall be treated as paid with respect to such Member. Each Member shall promptly contribute the amount of its allocable share of any partnership-level tax upon request by the Manager and, to the extent a Member does not contribute such amount within 15 days after demand for payment thereof, the Company shall offset such amount against distributions to which such Member would otherwise be subsequently entitled pursuant to Section 4.02 and 4.03 (and such amounts shall be deemed distributed pursuant to those provisions). Each Member hereby agrees to indemnify and hold harmless the Company, the other Members, the Partnership Representative and the Manager from and against any liability (including any liability for partnership-level taxes imposed with respect to the New Partnership Audit Rules) with respect to income attributable to or distributions or other payment to such Member. Each Member agrees, upon the request sole discretion of the Partnership Representative, to file an amended United States federal income tax return for the taxable year which includes the end of the taxable year to which an imputed underpayment relates and to pay on a timely basis any and all resulting taxes, additions to tax, penalties and interest due in connection with such tax return in accordance with Code Section 6225(c)(2)as applicable.

Partnership Representative. the Manager is hereby 8.2.1. B▇▇▇▇ ▇▇▇▇▇▇▇▇ shall be designated as the “partnership representative” of the Company for purposes and within the meaning of Section 6223(a) of the New Partnership Audit Rules Code (the “Partnership Representative”) and shall be authorized to take any actions necessary under Treasury Regulations or other guidance to cause such designation (including the designation of 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 actions as may election if the Partnership Representative decides to make such election; and any imputed underpayment imposed on the Company pursuant to Section 6232 of the Code (and any related interest, penalties or other additions to tax) that the Partnership Representative reasonably determines is attributable to one or more Members shall be required promptly paid by such Members to effect the Company (pro rata in proportion to their respective shares of such designationunderpayment) 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 designate from time keep each Member reasonably and promptly informed of any audits or administrative or judicial proceedings affecting or relating to time a “designated individual” the tax items of the Company, consult with the Members regarding the conduct of such audits or proceedings, and be required to act obtain the prior written consent of the Required Member prior to entering into any agreement or settlement or making an election in relation to such audits or proceedings. For the avoidance of doubt, (i) the costs of any action taken by or on behalf of the Partnership Representative, and such designated individual the Company or their respective Affiliates pursuant to this paragraph shall be subject to replacement borne by the Member benefitting from any such action (together with the other Members similarly benefitting from such action as determined by the Partnership Representative in accordance with the Code and Treasury Regulations. To the extent that its reasonable discretion), (ii) the Partnership Representative does not make an election will be entitled to apply rely conclusively on the alternative method provided by Section 6226 advice of the Code Company’s independent accountant or other tax advisor in making any determination in respect of the Partnership Tax Audit Rules, and (or any analogous provision of state or local tax law), iii) the Partnership Representative shall have not be required to indemnify any Member or the authority and discretion Company with respect to determine any taxes incurred under the portion of any imputed underpayment (within the meaning of the New Partnership Tax Audit Rules) allocable to each Member. 8.2.2. Each Member agrees shall provide to provide 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 reasonably information, forms or representations requested by the Partnership Representative to assist in order obtaining any exemption, reduction or refund of any withholding or other taxes imposed by any taxing authority or other governmental agency upon the Company or amounts paid to determine whether the Company. 8.2.3. Notwithstanding any imputed underpayment (within provision of this Agreement to the meaning contrary, the provisions of this Section 8.2 shall survive the termination or liquidation of the New Partnership Audit Rules) may be modified in a manner consistent with Company or the requirements termination of Code Section 6225(c), including any information that will enable the Partnership Representative to determine the portion of the imputed underpayment allocable to (A) a “tax-exempt entity” (as defined in Code Section 168(h)(2)), Member’s interest in the case Company and shall remain binding on the Members following each such Member’s termination of ordinary income, to a C corporation or, its interest in the case of capital gain or qualified dividend income, to an individual. Each Member agrees that any payment by the Company of a partnership-level tax imposed with respect to the New Partnership Audit Rules shall be treated as paid with respect to such Member. Each Member shall promptly contribute the amount of its allocable share of any partnership-level tax upon request by the Manager and, to the extent a Member does not contribute such amount within 15 days after demand for payment thereof, the Company shall offset such amount against distributions to which such Member would otherwise be subsequently entitled pursuant to Section 4.02 and 4.03 (and such amounts shall be deemed distributed pursuant to those provisions). Each Member hereby agrees to indemnify and hold harmless the Company, the other Members, the Partnership Representative and the Manager from and against any liability (including any liability for partnership-level taxes imposed with respect to the New Partnership Audit Rules) with respect to income attributable to or distributions or other payment to such Member. Each Member agrees, upon the request of the Partnership Representative, to file an amended United States federal income tax return for the taxable year which includes the end of the taxable year to which an imputed underpayment relates and to pay on a timely basis any and all resulting taxes, additions to tax, penalties and interest due in connection with such tax return in accordance with Code Section 6225(c)(2).

Partnership Representative. the Manager (a) IVC is hereby designated as the Company’s “partnership representative” of the Company for purposes and within the meaning of Code Section 6223 and any analogous provisions set forth in any applicable state or local tax Law, subject to replacement from time to time by the New Partnership Audit Rules Board (in such capacities, the “Partnership Representative”). The To the extent provided under the Code or applicable state, local or foreign tax Law, the Partnership Representative shall be authorized and required to represent the Company (at the Company’s expense) in connection with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings, and to expend the Company’s funds for professional services reasonably incurred in connection therewith, in each case subject to this Section 10.03. Each Member agrees to cooperate with the Company and each Member shall take to do or refrain from doing any or all things reasonably requested by the Company with respect to the conduct of such actions as may be required to effect such designationproceedings. The Partnership Representative shall designate 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 Member copies of all significant written communications it receives and submits in its capacity as Partnership Representative. (c) The Partnership Representative may take any action or make any election (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 otherwise relating to Sections 6221 through 6241 of the Code, and any other actions necessary or appropriate in connection with any audit or subsequent administrative proceeding relating to state, local or foreign income tax matters, with the consent of the Board. 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 the election under Section 6226(a) of the Code, in each case, without first receiving approval from time the Board; provided that, the Partnership Representative shall not settle any Tax controversy in a manner that binds a Member if such settlement disproportionately and materially adversely affects a Member without the 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 time each Member a “designated individual” reasonably detailed statement showing each Member’s share of any adjustment to act on behalf income, gain, loss, deduction or credit (as determined in the notice of final partnership adjustment). The Board, in consultation with the Partnership Representative, and such designated individual shall be subject determine whether to replacement by (i) make the Partnership Representative election described in accordance Section 6226(a) of the Code, (ii) require the Members to amend their tax returns pursuant to Section 6225(c)(2)(A) of the Code or comply with the alternative procedure pursuant to Section 6225(c)(2)(B) of the Code or (iii) cause the Company to pay the full amount of any imputed underpayment. If and Treasury Regulations. To to the extent that the Partnership Representative Company does not make an election elect to apply the alternative method provided by Section 6226 of the Code (or to any analogous provision of state or local tax law)adjustment, then the Partnership Representative Company shall have use commercially reasonable efforts to allocate the authority and discretion to determine the portion burden of any imputed underpayment (within the meaning of the New Partnership Audit Rules) allocable to each Member. Each Member agrees to provide any information reasonably requested by the Partnership Representative in order to determine whether any imputed underpayment (within the meaning of the New Partnership Audit Rules) may be modified in a manner consistent with the requirements of Code Section 6225(c)taxes, including any information interest, penalties and related expenses that will enable the Partnership Representative to determine the portion of the imputed underpayment allocable to (A) a “tax-exempt entity” (as defined in Code Section 168(h)(2)), in the case of ordinary income, to a C corporation or, in the case of capital gain or qualified dividend income, to an individual. Each Member agrees that any payment are payable by the Company as a result of a partnership-level tax imposed with respect such adjustment to the New Partnership Audit Rules shall Members to which such taxes are attributable. In furtherance, and not in limitation, of the preceding sentence, each Member (including any Member that ceases to be treated as paid with respect a Member) agrees to pay to the Company, within thirty (30) days following a written demand by the Company, such Member. Each Member shall promptly contribute the amount of its ’s allocable share of any partnership-level tax taxes imposed on the Company pursuant to Section 6225 and the Company shall be entitled to withhold pursuant to Section 5.06 from any distributions otherwise payable to a Member such Member’s allocable share of such taxes. (e) Each Member hereby agrees, upon request by the Manager and, to the extent a Member does not contribute such amount within 15 days after demand for payment thereof, the Company shall offset such amount against distributions to which such Member would otherwise be subsequently entitled pursuant to Section 4.02 and 4.03 (and such amounts shall be deemed distributed pursuant to those provisions). Each Member hereby agrees to indemnify and hold harmless the Company, the other Members, the Partnership Representative and the Manager from and against any liability (including any liability for partnership-level taxes imposed with respect to the New Partnership Audit Rules) with respect to income attributable to or distributions or other payment to such Member. Each Member agrees, upon the request of the Partnership Representative, to file 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 determines is or are necessary or advisable to (i) reduce the amount of any tax (including an amended United States federal income tax return “imputed underpayment” within the meaning of Section 6225 of the Code or 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 (directly or indirectly) or (ii) make any election permitted by the Code and this Agreement. (f) Notwithstanding anything to the contrary in this Agreement, the 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 this Agreement with respect to any period prior to such amendment, (ii) the transfer by a Member of its Company Interest or a withdrawal by a Member or (iii) the liquidation or termination of the Company, and this Section 10.03 shall remain binding on the Members and the Partnership Representative after any such amendment, transfer, withdrawal, liquidation or termination for the taxable year which includes the end period of the taxable year time necessary to which an imputed underpayment relates and to pay on a timely basis resolve any and all resulting taxes, additions income tax matters relating to tax, penalties and interest due in connection with such tax return in accordance with Code Section 6225(c)(2)the Fiscal Years governed by terms of the Agreement.

Partnership Representative. For any year for which Company qualifies to opt out of the Manager centralized partnership audit regime under § 6221 of the Code, the Company shall do so on its yearly tax return. For any year for which it is not eligible to opt out under § 6221, the remaining provisions of this section shall apply. The Members hereby designated appoint M▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ as the “partnership representative” representative of the Company for purposes and within the meaning pursuant to § 6223(a) of the New Partnership Audit Rules Code (the “Partnership Representative”). The Company relationship of the Partnership Representative to the Members shall be that of a fiduciary, and each Member the Partnership Representative shall take have a fiduciary obligation to perform his duties in such actions manner as may be required to effect such designationwill serve the best interests of the Members. The Partnership Representative shall designate receive no fees or compensation for its services in such capacity but shall be reimbursed by the Company for all reasonable costs and expenses incurred by him in discharging his duties and responsibilities as Partnership Representative. The Partnership Representative shall provide prompt notice to the Members of any inquiry or other communication received from time to time a “designated individual” to act on behalf the IRS regarding the tax treatment of the Partnership RepresentativeCompany or Members, of the commencement of an IRS audit, options concerning certain elections available under the Code, confirmation certain elections have been made, when any assessment has been made by the IRS, when any and all meetings with the IRS shall occur, and such designated individual shall be subject information on options available to replacement by appeal the Partnership Representative in accordance with assessment. In the event an IRS assessment is made affecting the Members or the Company, the Members each hereby agree to file an amended return under § 6225 of the Code to reflect the tax as it should have been for the year that is being audited. Each Member acknowledges that, notwithstanding the transfer or liquidation of all or any portion of its Interest in the Company, it may remain liable for taxes with respect to its allocable share of income and Treasury Regulationsgain of the Company for the Company’s taxable years (or portions thereof) prior to such transfer or liquidation. The obligations of each Member or Former Member under this Section shall survive the transfer or redemption by such Member of its Interest and the termination of this Agreement or the dissolution of the Company. To the extent that 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 authority and discretion to determine the portion of any imputed underpayment (within the meaning of the New Partnership Audit Rules) allocable to each Member. Each Member agrees to provide any information reasonably requested by the Partnership Representative in order to determine whether any imputed underpayment (within the meaning of the New Partnership Audit Rules) may be modified in a manner consistent with the requirements of Code Section 6225(c), including any information that will enable the Partnership Representative to determine the portion of the imputed underpayment allocable to (A) a “tax-exempt entity” (as defined in Code Section 168(h)(2)), in the case of ordinary income, taxes imposed under § 6225 relates to a C corporation orformer Member, in the case of capital gain or qualified dividend income, to an individual. Each former Member agrees that any payment by shall indemnify the Company of a partnership-level tax imposed with respect to the New Partnership Audit Rules shall be treated as paid with respect to such Member. Each Member shall promptly contribute the amount of for its allocable share portion of any partnership-level such tax upon request by the Manager and, to the extent a Member does not contribute such amount within 15 days after demand for payment thereof, the Company shall offset such amount against distributions to which such Member would otherwise be subsequently entitled pursuant to Section 4.02 and 4.03 (and such amounts shall be deemed distributed pursuant to those provisions). Each Member hereby agrees to indemnify and hold harmless the Company, the other Members, the Partnership Representative and the Manager from and against any liability (including any liability for partnership-level taxes imposed with respect to the New Partnership Audit Rules) with respect to income attributable to or distributions or other payment to such Member. Each Member agrees, upon the request of the Partnership Representative, to file an amended United States federal income tax return for the taxable year which includes the end of the taxable year to which an imputed underpayment relates and to pay on a timely basis any and all resulting taxespenalties, additions to tax, penalties additional amounts, and interest due interest). Each Member acknowledges that, notwithstanding the transfer or liquidation of all or any portion of its Interest in connection the Company, it may remain liable for taxes with respect to its allocable share of income and gain of the Company for the Company’s taxable years (or portions thereof) prior to such tax return transfer or liquidation. The Partnership Representative shall not, without consent of the Managers and a Majority in accordance 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 Code Section 6225(c)(2)any court without prior notice of and a reasonable opportunity to review and comment upon any such document; (c) make a Push-Out Election under § 6226 of the Code; (d) file an administrative adjustment request under § 6227 of the Code; (e) enter into a settlement with the IRS; or (f) extend the statute of limitations with the IRS. The Partnership Representative must also consult regularly with the Managers concerning audit and litigation strategy. In the event of death, disability, or resignation of M▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ as 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 be selected by the Managers.

Partnership Representative. the Manager is hereby designated as the The Investor shall be “partnership representative” of the 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 pursuant 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 6226 6223(a) of the Code (and for corresponding or any analogous provision 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 “designated individual” under the applicable Treasury regulations under the Code. The Members shall take any such actions required to institute the foregoing. Except as set forth herein, the partnership representative shall be entitled to 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 6626 of the Code (a “Section 6226 Election”). If a Section 6226 Election is made, the partnership representative shall provide to the Members the Members’ respective shares of any adjustment to income, gain, loss, deduction or credit as determined in the notice of final partnership adjustment. Notwithstanding anything contained herein, each Member (whether or not such Member remains a 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), the Partnership Representative shall have the authority and discretion to determine the portion of any imputed underpayment federal income tax liability (within and any related interest or penalties) assessed against the meaning Company (which payment shall not constitute a Capital Contribution). At the election of the New Partnership Audit Rules) allocable Executive Committee, the Company shall be entitled to each Member. Each Member agrees to provide any information reasonably requested by the Partnership Representative in order to determine whether any imputed underpayment (within the meaning of the New Partnership Audit Rules) may reduce distributions that would otherwise be modified in a manner consistent with the requirements of Code Section 6225(c), including any information that will enable the Partnership Representative to determine the portion of the imputed underpayment allocable to (A) a “tax-exempt entity” (as defined in Code Section 168(h)(2)), in the case of ordinary income, made to a C corporation or, Member in the case part or full satisfaction of capital gain or qualified dividend income, to an individual. Each Member agrees that any payment by the Company of a partnership-level tax imposed with respect to the New Partnership Audit Rules shall be treated as paid with respect to such Member. Each Member shall promptly contribute the amount of its ’s allocable share of any partnership-level such tax upon request liability (and any related interest or penalties) assessed against the Company. For purposes of the preceding sentence, any successor in interest of a Member (or such successor’s successor in interest (continuing for each successor)) shall be considered to be the Member that would otherwise have been subject to the reduction in distribution. All reasonable costs and expenses of the partnership representative shall be borne by the Manager andCompany. The partnership representative shall use commercially reasonable efforts to keep the other Member informed regarding any material matter raised by or involving its interaction with the 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 extent a 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 does not contribute such amount within 15 days after demand for payment thereof, and 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 termination of the Company, the other Members, the Partnership Representative and the Manager from and against any liability (including any liability for partnership-level taxes imposed with respect to the New Partnership Audit Rules) with respect to income attributable to or distributions or other payment to such Member. Each Member agrees, upon the request of the Partnership Representative, to file an amended United States federal income tax return for the taxable year which includes the end of the taxable year to which an imputed underpayment relates and to pay on a timely basis any and all resulting taxes, additions to tax, penalties and interest due in connection with such tax return in accordance with Code Section 6225(c)(2).

Partnership Representative. (i) With respect to tax returns filed for taxable years beginning after December 31, 2017 that are governed by the Manager is hereby designated as provisions of IRC § 6221 et seq. (the “Audit Rules”), the manager (or if he or she fails or ceases to serve then a person appointed by Members whose Membership Interests in the aggregate exceed fifty percent (50%)) shall be the Company’s “partnership representative” of the Company for purposes (as such term is defined in Code Section 6223(a) and within the meaning of the New Partnership Audit Rules in any other similar capacity under applicable state or local tax law) (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 If the Partnership Representative in accordance so determines 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 consent of the Code (or any analogous provision of state or local tax law)all Members, the Partnership Representative shall have may cause the authority and discretion Company to determine the portion of any imputed underpayment (within the meaning make an election out of the New Partnership Audit RulesRules pursuant to Section 6221(b) allocable or to each Member. elect under Section 6226(a) of the Code to have any underpayment taken into account at the Member level, provided that the Company is eligible to make such elections. (ii) Each Member agrees shall provide to provide any the Partnership Representative such information (or, if applicable, certify as to filing of initial or amended tax returns) as is reasonably requested by the Partnership Representative to enable the Company (A) to reduce any Company level assessment under Code Section 6225 as set forth in order the Audit Rules, (B) to determine whether any imputed underpayment (within attribute under section 6226(a) to the meaning Members and former Members their shares of the New Partnership Audit Rulesadjustment to income, gain, loss, deduction, or credit, (C) may be modified in a manner consistent with the requirements of Code Section 6225(c), including any information that will enable the Partnership Representative to determine the portion apportionment responsibility of any Company level assessment among the Members (such allocation, the “Apportionment”), as reasonably determined by the Partnership Representative, (D) to elect out of the imputed underpayment allocable Audit Rules or (E) to comply with or be eligible to invoke any aspect of the Audit Rules in any other respect. (Aiii) a “tax-exempt entity” (as defined in Code Section 168(h)(2)), in the case of ordinary income, to a C corporation or, in the case of capital gain or qualified dividend income, to an individual. Each Member agrees that any Any payment by the Company of a partnership-level tax liability arising as a result of the Audit Rules (a “Company Audit Payment”) shall be treated as a deemed distribution to the Members in the same ratios as the Apportionment of such liability is made, and any deduction for book Capital Account purposes (the “Audit Liability Book Deduction”) will be a reduction to the applicable Members’ Capital Account balances (with no double counting of the reduction to Capital Accounts being intended). Alternatively, and notwithstanding anything herein to the contrary, Members whose Membership Interests in the aggregate exceed fifty percent (50%) shall have authority to call additional capital from each of the Members and former Members to pay (or to require former Members to indemnify the Company for) any liability imposed by the Audit Rules, in an amount not to exceed each such Member’s or former Member’s respective shares (if any), of such Company liability, and any such contribution shall not be treated as a Capital Contribution (i) except for purposes of maintaining Capital Accounts and only to the extent of such Member’s share of Audit Liability Book Deduction, and (ii) except for purposes of applying the distribution provisions of this Operating Agreement to the extent the Company Audit Payment is treated as a distribution to such Member in the first sentence of this subsection (iii). (iv) The obligations of each Member (or former Member) under this Section shall survive the transfer by such Member of its interests in the Company or the dissolution of the Company. In the event a Member transfers an interest in the Company, the transferee and transferor shall be jointly and severally liable for any liability with respect to the New Partnership Audit Rules shall be treated as paid with respect to such Member. Each Member shall promptly contribute the amount of its allocable share of any partnership-level tax upon request by the Manager and, to the extent a Member does not contribute such amount within 15 days after demand for payment thereof, the Company shall offset such amount against distributions to which such Member would otherwise be subsequently entitled pursuant to Section 4.02 and 4.03 (and such amounts shall be deemed distributed pursuant to those provisions). Each Member hereby agrees to indemnify and hold harmless the Company, the other Members, the Partnership Representative and the Manager from and against any liability (including any liability for partnership-level taxes imposed with respect to the New Partnership Audit Rules) with respect to income attributable to or distributions or other payment to such Member. Each Member agrees, upon the request obligations of the Partnership Representative, to file an amended United States federal income tax return for the taxable year which includes the end of the taxable year to which an imputed underpayment relates and to pay on a timely basis any and all resulting taxes, additions to tax, penalties and interest due in connection with such tax return in accordance with Code Section 6225(c)(2)transferor Member under this Section.