Common use of Partnership Representative Clause in Contracts

Partnership Representative. (a) The General Partner is hereby designated as the Partnership Representative. In addition, the General Partner is hereby authorized to designate or remove any other Person selected by General Partner as the Partnership Representative; provided that all actions taken by the Partnership Representative pursuant to this Section 9.3 shall be subject to the overall oversight and authority of the Board. For each Fiscal Year in which the Partnership Representative is an entity, the Partnership shall appoint the “designated individual” identified by the Partnership Representative and approved by the Board to act on its behalf in accordance with the applicable Regulations or analogous provisions of state or local Law. Each Partner hereby expressly consents to such designations and agrees to take, and that the General Partner is authorized to take (or cause the Partnership to take), such other actions as may be necessary or advisable pursuant to Regulations or other Internal Revenue Service or Treasury guidance or state or local Law to cause such designations or evidence such Partner’s consent to such designations. (b) Subject to this Section 9.3, the Partnership Representative shall have the sole authority to act on behalf of the Partnership in connection with, make all relevant decisions regarding application of, and to exercise the rights and powers provided for in the BBA Rules, including making any elections under the BBA Rules or any decisions to settle, compromise, challenge, litigate or otherwise alter the defense of any Action, audit or examination before the IRS or any other tax authority (each, an “Audit”), and to expend Partnership funds for professional services and other expenses reasonably incurred in connection therewith. (c) Without limiting the foregoing, the Partnership Representative shall give prompt written notice to the Original Limited Partner Representative of the commencement of any Audit of the Partnership or any of its Subsidiaries (a “Specified Audit”). The Partnership Representative shall (i) keep the Original Limited Partner Representative reasonably informed of the material developments and status of any such Specified Audit, (ii) permit the Original Limited Partner Representative (or its designee) to participate (including using separate counsel), in each case at the Original Limited Partners’ sole cost and expense, in any such Specified Audit, and (iii) promptly notify the Original Limited Partner Representative of receipt of a notice of a final partnership adjustment (or equivalent under applicable Laws) or a final decision of a court or IRS Appeals panel (or equivalent body under applicable Laws) with respect to such Specified Audit. The Partnership Representative or the Partnership shall promptly provide the Original Limited Partner Representative with copies of all material correspondence between the Partnership Representative or the Partnership (as applicable) and any Governmental Entity in connection with such Specified Audit and shall give the Original Limited Partner Representative a reasonable opportunity to review and comment on any material correspondence, submission (including settlement or compromise offers) or filing in connection with any such Specified Audit. Additionally, the Partnership Representative shall not (and the Partnership shall not (and shall not authorize the Partnership Representative to)) settle, compromise or abandon any Specified Audit in a manner that would reasonably be expected to have a disproportionate (compared to the Special Limited Partner) and material adverse effect on the Original Limited Partners without the Original Limited Partner Representative’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). The Partnership Representative shall obtain the prior written consent of the Original Limited Partner Representative (which consent shall not be unreasonably withheld, delayed or conditioned) before (i) making an election under Section 6226(a) of the Code (or any analogous provision of state or local Law) (a “Push-Out Election”) or (ii) taking any material action under the BBA Rules that would reasonably be expected to have a disproportionate (compared to the Special Limited Partner) and material adverse effect on the Original Limited Partners, in the case of clauses (i) and (ii). (d) Notwithstanding anything to the contrary contained in this Agreement, in the event of any conflict between Section 9.1 of the Business Combination Agreement and this Agreement, Section 9.1 of the Business Combination Agreement shall control. The Partnership, the Partnership Representative, the General Partner, and the Partners hereby acknowledge and agree to the foregoing sentence and expressly agree to be bound by the terms of Section 9.1 of the Business Combination Agreement. (e) This Section 9.3 shall be interpreted to apply to Partners and former Partners and shall survive the Transfer of a Partner’s Partnership Units and the termination, dissolution, liquidation and winding up of the Partnership and, for this purpose to the extent not prohibited by applicable Law, the Partnership shall be treated as continuing in existence.

Partnership Representative. (a) The General Partner Managing Member is hereby designated as the “partnership representative” pursuant to Section 6223(a) of the Code (in such capacity, the “Partnership Representative”). In addition, the General Partner Managing Member is hereby authorized to designate or remove any other Person selected by General Partner Managing Member as the Partnership Representative (with the approval of the Original Member Representative, such approval not to be unreasonably withheld, delayed, or conditioned); provided that all actions taken by the Partnership Representative pursuant to this Section 9.3 10.3 shall be subject to the overall oversight and authority of the Board. For each Fiscal Year in which the Partnership Representative is an entity, the Partnership Company shall appoint the “designated individual” identified by the Partnership Representative and approved by the Board to act on its behalf in accordance with the applicable Regulations or analogous provisions of state or local Law. Each Partner Member hereby expressly consents to such designations and agrees to take, and that the General Partner Managing Member is authorized to take (or cause the Partnership Company to take), such other actions as may be necessary or advisable pursuant to Regulations or other Internal Revenue Service or Treasury guidance or state or local Law to cause such designations or evidence such PartnerMember’s consent to such designations. (b) Subject to this Section 9.310.3, the Partnership Representative shall have the sole authority to act on behalf of the Partnership Company in connection with, make all relevant decisions regarding application of, and to exercise the rights and powers provided for in the BBA Rules, including making any elections under the BBA Rules or any decisions to settle, compromise, challenge, litigate or otherwise alter the defense of any Action, audit or examination before the IRS or any other tax authority (each, an “Audit”), and to expend Partnership Company funds for professional services and other expenses reasonably incurred in connection therewith. (c) Without limiting the foregoing, the Partnership Representative shall give prompt written notice to the Original Limited Partner Member Representative of the commencement of any Audit of the Partnership Company or any of its Subsidiaries (a “Specified Audit”). The Partnership Representative shall (i) keep the Original Limited Partner Member Representative reasonably informed of the material developments and status of any such Specified Audit, (ii) permit the Original Limited Partner Member Representative (or its designee) to participate (including using separate counsel), in each case at the Original Limited PartnersMembers’ sole cost and expense, in any such Specified Audit, and (iii) promptly notify the Original Limited Partner Member Representative of receipt of a notice of a final partnership adjustment (or equivalent under applicable Laws) or a final decision of a court or IRS Appeals panel (or equivalent body under applicable Laws) with respect to such Specified Audit. The Partnership Representative or the Partnership Company shall promptly provide the Original Limited Partner Member Representative with copies of all material correspondence between the Partnership Representative or the Partnership Company (as applicable) and any Governmental Entity in connection with such Specified Audit and shall give the Original Limited Partner Member Representative a reasonable opportunity to review and comment on any material correspondence, submission (including settlement or compromise offers) or filing in connection with any such Specified Audit. Additionally, the Partnership Representative shall not (and the Partnership Company shall not (and shall not authorize the Partnership Representative to)) settle, compromise or abandon any Specified Audit in a manner that would reasonably be expected to have a disproportionate (compared to the Special Limited PartnerManaging Member) and material adverse effect on the Original Limited Partners Members without the Original Limited Partner Member Representative’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). The Partnership Representative shall obtain the prior written consent of the Original Limited Partner Member Representative (which consent shall not be unreasonably withheld, delayed or conditioned) before (i) making an election under Section 6226(a) of the Code (or any analogous provision of state or local Law) (a “Push-Out Election”) or (ii) taking any material action under the BBA Rules that would reasonably be expected to have a disproportionate (compared to the Special Limited PartnerManaging Member) and material adverse effect on the Original Limited PartnersMembers, in the case of clauses (i) and (ii). (d) Notwithstanding anything to the contrary contained in this Agreement, in the event of any conflict between Section 9.1 7.1 of the Business Combination Agreement and this Agreement, Section 9.1 7.1 of the Business Combination Agreement shall control. The PartnershipCompany, the Partnership Representative, the General PartnerManaging Member, and the Partners Members hereby acknowledge and agree to the foregoing sentence and expressly agree to be bound by the terms of Section 9.1 7.1 of the Business Combination Agreement. (e) This Section 9.3 10.3 shall be interpreted to apply to Partners Members and former Partners Members and shall survive the Transfer of a PartnerMember’s Partnership Company Units and the termination, dissolution, liquidation and winding up of the Partnership Company and, for this purpose to the extent not prohibited by applicable Law, the Partnership Company shall be treated as continuing in existence.

Partnership Representative. (a) The For each taxable year of the Partnership, the General Partner is hereby designated as shall be entitled to designate the “partnership representative” of the Partnership within the meaning of Section 6223 of the Code (the “Partnership Representative”). In addition, the The General Partner is hereby authorized to designate take any actions necessary under the Revised Audit Rules or remove any other Person selected by General Partner as guidance to effect such designation with respect to each taxable year of the Partnership Representative; provided that all actions taken by the Partnership Representative pursuant to this Section 9.3 shall be subject to the overall oversight (and authority of the Board. For each Fiscal Year in which the Partnership Representative is an entityauthorized to take any actions specified under the Revised Audit Rules or any applicable state statute or local law), and the Partnership shall appoint the “designated individual” identified by the Partnership Representative and approved by the Board comply with any requirements necessary to act on its behalf in accordance with the applicable Regulations or analogous provisions of state or local Laweffect such designation. Each Partner hereby expressly consents to such designations and agrees to take, and that upon the General Partner is authorized to take (or cause request of the Partnership to take)Representative, such other actions Partner will execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be necessary or advisable pursuant appropriate to Regulations or other Internal Revenue Service or Treasury guidance or state or local Law to cause such designations or evidence such Partner’s consent consent. The Partnership Representative shall keep the Management Representative reasonably informed of any material audit or proceeding asserting any tax liability related to the Partnership and the Partnership Representative shall only settle or compromise any such designationsaudit or proceeding subject to the Consent of the Management Representative (not to be unreasonably withheld, conditioned or delayed). (b) Subject to this Section 9.3, the The Partnership Representative shall have use its commercially reasonable efforts to apply the sole authority to act on behalf of the Partnership in connection with, make all relevant decisions regarding application of, rules and to exercise the rights and powers provided for in the BBA Rules, including making any elections under the BBA Revised Audit Rules in a manner that minimizes the likelihood that any Partner would bear any material tax, interest or any decisions to settle, compromise, challenge, litigate or otherwise alter the defense penalties as a result of any Action, audit or examination before the IRS or any proceeding that is attributable to another Partner (other tax authority (each, an “Audit”), and to expend Partnership funds for professional services and other expenses reasonably incurred than a predecessor in connection therewith. (c) Without limiting the foregoing, the Partnership Representative shall give prompt written notice to the Original Limited Partner Representative of the commencement of any Audit of the Partnership or any of its Subsidiaries (a “Specified Audit”interest). The Partnership Representative shall is hereby authorized to take any action reasonably required to cause the financial burden of any “imputed underpayment” (i) keep the Original Limited Partner Representative reasonably informed as determined under Section 6225 of the material developments Code) and status of any such Specified Auditassociated interest, adjustments to tax and penalties arising from a partnership-level adjustment that are imposed on the Partnership (ii) permit the Original Limited Partner Representative (or its designeean “Imputed Underpayment”) to participate (including using separate counsel), in each case at be borne by the Original Limited Partners’ sole cost and expense, in any Partners to whom such Specified Audit, and (iii) promptly notify the Original Limited Partner Representative of receipt of a notice of a final partnership adjustment (or equivalent under applicable Laws) or a final decision of a court or IRS Appeals panel (or equivalent body under applicable Laws) with respect to such Specified Audit. The Partnership Representative or the Partnership shall promptly provide the Original Limited Partner Representative with copies of all material correspondence between Imputed Underpayment relates as reasonably determined by the Partnership Representative after consulting with the Partnership’s accountants or other advisers, taking into account any differences in the amount of taxes attributable to each Partner because of such Partner’s status, nationality or other characteristics, including such Partner’s actions or omissions, and each Partner hereby agrees to reasonably cooperate with the Partnership (as applicable) and any Governmental Entity Representative in connection with such Specified Audit and Imputed Underpayment, including by filing an amended tax return pursuant to Treasury Regulations section 301.6225-2(d)(2); provided, however, that any Holder of Partnership Class PI Common Units shall give only be required to file any such amended tax return with the Original Limited consent of the Management Representative (such consent not to be unreasonably withheld, conditioned or delayed); provided, further, that no Partner Representative a reasonable opportunity shall be required to review and comment on file any material correspondence, submission (including settlement or compromise offers) or filing such amended tax return in connection with any Imputed Underpayment that is de minimis as compared to the costs of preparing and filing such Specified Auditan amended tax return. AdditionallyFor the avoidance of doubt, each Partner shall bear its own costs and expenses incurred in connection with making any amended tax filings or complying with the alternative procedure in Treasury Regulations section 301.6225-2(d)(2)(x). By executing this Agreement or a counterpart hereof, each Partner (i) expressly authorizes the Partnership Representative shall not (and the Partnership shall not to take any and all actions that are reasonably necessary under applicable U.S. federal income tax law (and shall not authorize as such law may be revised from time to time) to cause the Partnership Representative to)) settle, compromise or abandon any Specified Audit to make the election set forth in a manner that would reasonably be expected to have a disproportionate (compared to the Special Limited Partner) and material adverse effect on the Original Limited Partners without the Original Limited Partner Representative’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). The Partnership Representative shall obtain the prior written consent of the Original Limited Partner Representative (which consent shall not be unreasonably withheld, delayed or conditioned) before (i) making an election under Section 6226(a) of the Code (or any analogous provision of state or local Law) (a “Push-Out Election”) or if the Partnership Representative decides to make such election, and (ii) taking expressly agrees to take any material action under action, and furnish the BBA Rules that would reasonably be expected Partnership Representative with any information necessary, to have a disproportionate give effect to such election. Each Partner hereby severally indemnifies and holds the Partnership, the General Partner and the Partnership Representative harmless for such Partner’s respective portion of the financial burden of an Imputed Underpayment as provided in the foregoing sentences and in furtherance thereof, each Partner agrees (compared A) to pay such amount to the Special Limited PartnerPartnership within fifteen (15) days following the Partnership’s request for payment (and material adverse effect any failure to pay such amount shall result in interest on such amount calculated at the Original Limited Partners, in the case of clauses prime rate plus two percent (i2%)) and (ii)B) that any amounts otherwise distributable to such Partner may be applied in satisfaction of such obligations. Except with the express written consent of the General Partner, each Partner shall be jointly and severally liable with their predecessors in interest, if any, for amounts owed hereunder in respect of any predecessor in interest to such Partner. No Partner shall file a notice with the IRS under Section 6222(c)(1)(B) of the Code in connection with such Partner’s intention to treat an item on such Partner’s U.S. federal income tax return in a manner that is inconsistent with the treatment of such item on the Partnership’s U.S. federal income tax return unless such Partner has, not less than thirty (30) days prior to the filing of such notice, provided the Partnership with a copy of the notice and thereafter in a timely manner provides such other information related thereto as the General Partner shall reasonably request. (dc) Notwithstanding anything The Partnership Representative shall employ experienced tax counsel to represent the contrary contained Partnership in this Agreement, in the event of connection with any conflict between Section 9.1 audit or investigation of the Business Combination Agreement Partnership by the IRS and this Agreement, Section 9.1 in connection with all subsequent administrative and judicial proceedings arising out of the Business Combination Agreement shall controlsuch audit. The Partnershipfees and expenses of such tax counsel, and all reasonable expenses incurred by the Partnership Representative in serving as the Partnership Representative, shall be Partnership expenses and shall be paid by the Partnership. Notwithstanding the foregoing, it shall be the responsibility of the General Partner and of each Limited Partner, and the Partners hereby acknowledge and agree at their expense, to the foregoing sentence and expressly agree employ tax counsel to be bound by the terms of Section 9.1 of the Business Combination Agreementrepresent their respective separate interests. (e) This Section 9.3 shall be interpreted to apply to Partners and former Partners and shall survive the Transfer of a Partner’s Partnership Units and the termination, dissolution, liquidation and winding up of the Partnership and, for this purpose to the extent not prohibited by applicable Law, the Partnership shall be treated as continuing in existence.

Partnership Representative. (a) The General Partner is hereby designated as the Partnership Representative. In addition, the General Partner is hereby authorized to designate or remove any other Person selected by General Partner as the Partnership Representative; provided that all actions taken by the Partnership Representative pursuant to this Section 9.3 shall be subject to the overall oversight and authority of the Board. For each Fiscal Year in which the Partnership Representative is an entity, the Partnership shall appoint the “"designated individual” " identified by the Partnership Representative and approved by the Board to act on its behalf in accordance with the applicable Regulations or analogous provisions of state or local Law. Each Partner hereby expressly consents to such designations and agrees to take, and that the General Partner is authorized to take (or cause the Partnership to take), such other actions as may be necessary or advisable pursuant to Regulations or other Internal Revenue Service or Treasury guidance or state or local Law to cause such designations or evidence such Partner’s 's consent to such designations. (b) Subject to this Section 9.3, the Partnership Representative shall have the sole authority to act on behalf of the Partnership in connection with, make all relevant decisions regarding application of, and to exercise the rights and powers provided for in the BBA Rules, including making any elections under the BBA Rules or any decisions to settle, compromise, challenge, litigate or otherwise alter the defense of any Action, audit or examination before the IRS or any other tax authority (each, an “"Audit”"), and to expend Partnership funds for professional services and other expenses reasonably incurred in connection therewith. (c) Without limiting the foregoing, the Partnership Representative shall give prompt written notice to the Original Limited Partner Representative of the commencement of any Audit of the Partnership or any of its Subsidiaries (a “"Specified Audit”"). The Partnership Representative shall (i) keep the Original Limited Partner Representative reasonably informed of the material developments and status of any such Specified Audit, (ii) permit the Original Limited Partner Representative (or its designee) to participate (including using separate counsel), in each case at the Original Limited Partners’ ' sole cost and expense, in any such Specified Audit, and (iii) promptly notify the Original Limited Partner Representative of receipt of a notice of a final partnership adjustment (or equivalent under applicable Laws) or a final decision of a court or IRS Appeals panel (or equivalent body under applicable Laws) with respect to such Specified Audit. The Partnership Representative or the Partnership shall promptly provide the Original Limited Partner Representative with copies of all material correspondence between the Partnership Representative or the Partnership (as applicable) and any Governmental Entity in connection with such Specified Audit and shall give the Original Limited Partner Representative a reasonable opportunity to review and comment on any material correspondence, submission (including settlement or compromise offers) or filing in connection with any such Specified Audit. Additionally, the Partnership Representative shall not (and the Partnership shall not (and shall not authorize the Partnership Representative to)) settle, compromise or abandon any Specified Audit in a manner that would reasonably be expected to have a disproportionate (compared to the Special Limited Partner) and material adverse effect on the Original Limited Partners without the Original Limited Partner Representative’s 's prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). The Partnership Representative shall obtain the prior written consent of the Original Limited Partner Representative (which consent shall not be unreasonably withheld, delayed or conditioned) before (i) making an election under Section 6226(a) of the Code (or any analogous provision of state or local Law) (a “"Push-Out Election”") or (ii) taking any material action under the BBA Rules that would reasonably be expected to have a disproportionate (compared to the Special Limited Partner) and material adverse effect on the Original Limited Partners, in the case of clauses (i) and (ii). (d) Notwithstanding anything to the contrary contained in this Agreement, in the event of any conflict between Section 9.1 of the Business Combination Agreement and this Agreement, Section 9.1 of the Business Combination Agreement shall control. The Partnership, the Partnership Representative, the General Partner, and the Partners hereby acknowledge and agree to the foregoing sentence and expressly agree to be bound by the terms of Section 9.1 of the Business Combination Agreement. (e) This Section 9.3 shall be interpreted to apply to Partners and former Partners and shall survive the Transfer of a Partner’s 's Partnership Units and the termination, dissolution, liquidation and winding up of the Partnership and, for this purpose to the extent not prohibited by applicable Law, the Partnership shall be treated as continuing in existence.

Partnership Representative. (a) The General Partner is hereby designated as J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall be the partnership representative of the Company pursuant to Section 6223(a) of the Code (the “Partnership Representative. In addition, the General Partner is hereby authorized to designate or remove any other Person selected by General Partner as the Partnership Representative; ”) provided that all actions taken by the Board may change the “partnership representative” at any time. Any Person that the Partnership Representative pursuant designates to this Section 9.3 interact with the Internal Revenue Service shall be treated as, and subject to the overall oversight requirements and authority of the Board. For each Fiscal Year in which obligations of, the Partnership Representative is an entity, the Partnership shall appoint the “designated individual” identified by the Partnership Representative and approved by the Board to act on its behalf in accordance with the applicable Regulations or analogous provisions for purposes of state or local Law. Each Partner hereby expressly consents to such designations and agrees to take, and that the General Partner is authorized to take (or cause the Partnership to take), such other actions as may be necessary or advisable pursuant to Regulations or other Internal Revenue Service or Treasury guidance or state or local Law to cause such designations or evidence such Partner’s consent to such designationsthis Section 9.4. (b) Subject to Notwithstanding any other provision of this Section 9.39.4, the Partnership Representative shall have inform the sole authority Members of all significant matters that may come to act on behalf its attention in its capacity as Partnership Representative by giving notice thereof within ten days after becoming aware thereof and, within such time, shall forward to each Member copies of all significant written communications it may receive in such capacity. The Partnership Representative is authorized and required to represent the Company (at the Company’s expense) in connection with all examinations of the Partnership in connection withCompany’s affairs by any federal, make all relevant decisions regarding application ofstate, and to exercise the rights and powers provided for in the BBA Ruleslocal or foreign taxing authority, including making any elections under the BBA Rules or any decisions to settle, compromise, challenge, litigate or otherwise alter the defense of any Action, audit or examination before the IRS or any other tax authority (each, an “Audit”)resulting administrative and judicial proceedings, and to expend Partnership Company funds for professional services and other expenses reasonably incurred in connection costs associated therewith. (c) Without limiting the foregoing; provided, the Partnership Representative shall give prompt written notice to the Original Limited Partner Representative of the commencement of any Audit of the Partnership or any of its Subsidiaries (a “Specified Audit”). The Partnership Representative shall (i) keep the Original Limited Partner Representative reasonably informed of the material developments and status of any such Specified Audithowever, (ii) permit the Original Limited Partner Representative (or its designee) to participate (including using separate counsel), in each case at the Original Limited Partners’ sole cost and expense, in any such Specified Audit, and (iii) promptly notify the Original Limited Partner Representative of receipt of a notice of a final partnership adjustment (or equivalent under applicable Laws) or a final decision of a court or IRS Appeals panel (or equivalent body under applicable Laws) with respect to such Specified Audit. The Partnership Representative or the Partnership shall promptly provide the Original Limited Partner Representative with copies of all material correspondence between the Partnership Representative or the Partnership (as applicable) and any Governmental Entity in connection with such Specified Audit and shall give the Original Limited Partner Representative a reasonable opportunity to review and comment on any material correspondence, submission (including settlement or compromise offers) or filing in connection with any such Specified Audit. Additionally, that the Partnership Representative shall not (and extend the Partnership shall not (and shall not authorize statute of limitations or settle any tax audit, proposed adjustment or other proceeding on behalf of the Partnership Representative to)) settle, compromise or abandon any Specified Audit in a manner that would reasonably be expected to have a disproportionate (compared to the Special Limited Partner) and material adverse effect on the Original Limited Partners Company without the Original Limited Partner Representative’s prior written consent (approval of the Members, which consent approval shall not be unreasonably withheld, delayed or conditioned. Unless otherwise approved by the Members, the Partnership Representative shall, if permitted under Section 6221(b), cause the Company to elect out of the provisions of the federal income tax partnership audit rules on an annual basis. (c) In the event the Company is liable for any imputed underpayment with respect to items of Company income, gain, loss, deduction or credit, the Partnership Representative shall, at the election of the Class B Members, cause the Company to make the election under Section 6226 of the Code in the manner provided by the Internal Revenue Service within 45 days after the date of the notice of a final partnership adjustment. The Upon making such election, the Partnership Representative shall obtain the prior written consent engage a certified public accountant or tax attorney (on behalf of the Original Limited Partner Company) to assist the Partnership Representative (which consent in determining in a reasonable manner each Member’s share of the adjusted items as set forth in the notice of final partnership adjustment, and each such Member shall not take such adjustment into account as required under Section 6226(b) of the Code and shall be unreasonably withheldliable for any related, delayed income tax, interest, penalty or conditioned) before (i) making additional amount. If an election under Section 6226(a) 6226 of the Code (is not made or such election is ineffective, and the Company is held directly liable for any analogous provision additional income tax, interest, penalty or additional amount under the Code or other applicable law as a result of an adjustment to any of the Company’s federal, state or local Lawincome tax returns, each Member shall be required, upon thirty (30) days written demand from the Partnership Representative, to pay the Company its share (as reasonably determined by a “Push-Out Election”certified public accountant or tax attorney engaged by the Partnership Representative on behalf of the Company) or (ii) taking of any material action under the BBA Rules that would reasonably be expected to have a disproportionate (compared to the Special Limited Partner) additional tax, interest, penalty and material adverse effect on the Original Limited Partners, in the case of clauses (i) and (ii)additional amount penalty due. (d) Notwithstanding anything Each Member will provide such cooperation and assistance, including executing and filing forms or other statements and providing information about such Member, as is reasonably requested by the Partnership Representative to enable the Company to satisfy any applicable tax reporting or compliance requirements, to make any tax election or to qualify for an exception from or reduced rate of tax or other tax benefit or be relieved of liability for any tax regardless of whether such requirement, tax benefit or tax liability existed on the date such Member was admitted to the contrary contained in this AgreementCompany. If a Member fails to provide any such forms, in the event of any conflict between Section 9.1 of the Business Combination Agreement and this Agreementstatements, Section 9.1 of the Business Combination Agreement shall control. The Partnership, or other information requested by the Partnership Representative, such Member will be required to indemnify the General PartnerCompany and pay for the share of any tax deficiency paid or payable by the Company that is due to such failure (as reasonably determined by the Partnership Representative). Any deficiency for taxes imposed on any Member (including penalties, additions to tax or interest imposed with respect to such taxes, and the Partners hereby acknowledge any taxes imposed pursuant to Code Section 6226) shall be paid by such Member and agree to the foregoing sentence and expressly agree if required to be bound paid (and actually paid) by the terms of Company, will be recoverable from such Member. Any amounts payable by a Member pursuant to this Section 9.1 of the Business Combination Agreement9.4 shall bear interest as further set forth in Section 9.5. (e) This Any amounts paid to the Company by a Member pursuant to this Section 9.3 9.4 shall not be treated as a Capital Contribution for purposes of this Agreement. Any amounts paid by the Company on behalf of a Member that are not otherwise reimbursed by a Member shall constitute a distribution to such Member. Any payment made by the Company on behalf of the Members and for which reimbursement is not otherwise sought pursuant to this Section 9.4 shall be interpreted at the discretion of the Board. The Board may cause such allocations to apply be made among the Members as necessary to Partners reflect any items of income or loss associated with the payment of a Company liability as set forth in this Section 9.4. (f) Each Member shall remain bound by the provisions of this Section 9.4, and former Partners and all obligations hereunder, which shall survive the Transfer of a Partner’s Partnership Units and the termination, dissolution, liquidation and winding up of the Partnership and, for Company and such Member’s ceasing to be a member of the Company. For purposes of this purpose to the extent not prohibited by applicable LawSection 9.4, the Partnership use of the term “Member” or “Members” shall be treated as continuing in existenceinclude former Members.

Partnership Representative. (a) The General Partner Managing Member is hereby designated as the “partnership representative” as that term is defined in Revised Partnership RepresentativeAudit Provisions for taxable years of the Company beginning with the taxable year including the Effective Date. In addition, the General Partner Managing Member is hereby authorized to designate or remove any other Person selected by General Partner the Managing Member as the Partnership Representative; provided that all actions taken by the Partnership Representative pursuant to this Section 9.3 shall be subject to the overall oversight and authority of the Board. For each Fiscal Year in which the Partnership Representative is an entity, the Partnership Company shall appoint the “designated individual” an individual identified by the Partnership Representative and approved by the Board for such Fiscal Year to act on its behalf (the “Designated Individual”) in accordance with the applicable Regulations regulations or analogous provisions of state or local Law. Each Partner Member hereby expressly consents to such designations and agrees to take, and that the General Partner Managing Member is authorized to take (or cause the Partnership Company to take), such other actions as may be necessary or advisable pursuant to Treasury Regulations or other Internal Revenue Service or Treasury guidance or state or local Law to cause such designations or evidence such PartnerMember’s consent to such designations. (b) Subject to this Section 9.35.08, the Partnership Representative shall have the sole authority to act on behalf of the Partnership Company in connection with, make all relevant decisions regarding application of, and to exercise the rights and powers provided for in the BBA RulesRevised Partnership Audit Provisions, including making any elections under the BBA Rules Revised Partnership Audit Provisions or any decisions to settle, compromise, challenge, litigate or otherwise alter the defense of any Actionaction, audit or examination before the IRS or any other tax authority (each, an “Audit”), and to expend Partnership Company funds for professional services and other expenses reasonably incurred in connection therewith. (c) Without limiting the foregoing, the Partnership Representative shall give prompt written notice to the Original Limited Partner Continuing Member Representative of the commencement of any Audit of the Partnership Company or any of its Subsidiaries the resolution of which would reasonably be expected to have a disproportionate (compared to the Managing Member) and material adverse effect on the Continuing Members (a “Specified Audit”). The Partnership Representative shall (i) keep the Original Limited Partner Continuing Member Representative reasonably informed of the material developments and status of any such Specified Audit, (ii) permit the Original Limited Partner Continuing Member Representative (or its designee) to participate (including using separate counsel), in each case at the Original Limited PartnersContinuing Members’ sole cost and expense, in any such Specified Audit, and (iii) promptly notify the Original Limited Partner Continuing Member Representative of receipt of a notice of a final partnership adjustment (or equivalent under applicable Laws) or a final decision of a court or IRS Independent Office of Appeals panel (or equivalent body under applicable Laws) with respect to such Specified Audit. The Partnership Representative or the Partnership Company shall promptly provide the Original Limited Partner Continuing Member Representative with copies of all material correspondence between the Partnership Representative or the Partnership Company (as applicable) and any Governmental Entity governmental entity in connection with such Specified Audit and shall give the Original Limited Partner Continuing Member Representative a reasonable opportunity to review and comment on any material correspondence, submission (including settlement or compromise offers) or filing in connection with any such Specified Audit. Additionally, the Partnership Representative shall not (and the Partnership Company shall not (and shall not authorize the Partnership Representative to)) settle, compromise or abandon any Specified Audit in a manner that would reasonably be expected to have a disproportionate (compared to the Special Limited PartnerManaging Member) and material adverse effect on the Original Limited Partners Continuing Members without the Original Limited Partner Representative’s Requisite Members’ prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). The Partnership Representative shall obtain the prior written consent of the Original Limited Partner Representative Requisite Members (which consent shall not be unreasonably withheld, delayed or conditioned) before (i) making an election under Section 6226(a) of the Code (or any analogous provision of state or local Law) (a “Push-Out Election”) or (ii) taking any material action under the BBA Rules Revised Partnership Audit Provisions that would reasonably be expected to have a disproportionate (compared to the Special Limited PartnerManaging Member) and material adverse effect on the Original Limited PartnersContinuing Members, in the case of clauses (i) and (ii); provided that no consent from the Requisite Members is required in order to make an election under Section 6226(a) of the Code with respect to taxable periods that began on or before the Effective Time. (d) Notwithstanding anything All expenses incurred by the Partnership Representative or Designated Individual in connection with its duties as partnership representative or designated individual, as applicable, shall be expenses of the Company (including, for the avoidance of doubt, any costs and expenses incurred in connection with any claims asserted against the Partnership Representative or Designated Individual, as applicable, except to the contrary contained in this Agreement, extent the Partnership Representative or Designated Individual is determined to have performed its duties in the event manner described in the final sentence of this Section 5.08(d)), and the Company shall reimburse and indemnify the Partnership Representative or Designated Individual, as applicable, for all such expenses and costs. Nothing herein shall be construed to restrict the Partnership Representative or Designated Individual from engaging lawyers, accountants, tax advisers, or other professional advisers or experts to assist the Partnership Representative or Designated Individual in discharging its duties hereunder. Neither the Partnership Representative nor Designated Individual shall be liable to the Company, any Member or any Affiliate thereof for any costs or losses to any Persons, any diminution in value or any liability whatsoever arising as a result of the performance of its duties pursuant to this Section 5.08 absent (i) willful breach of any conflict between provision of this Section 9.1 5.08 or (ii) bad faith, fraud, gross negligence or willful misconduct on the part of the Business Combination Agreement and this AgreementPartnership Representative or Designated Individual, Section 9.1 of the Business Combination Agreement shall control. as applicable. (e) The PartnershipCompany, the Partnership Representative, the General Partner, and the Partners hereby acknowledge and agree to the foregoing sentence and Members expressly agree to be bound by the terms of Section 9.1 of the Business Combination Agreement. (e) This Section 9.3 shall be interpreted to apply to Partners and former Partners and shall survive the Transfer of a Partner’s Partnership Units and the termination, dissolution, liquidation and winding up of the Partnership and, for this purpose to the extent not prohibited by applicable Law, the Partnership shall be treated as continuing in existence.10.03

Partnership Representative. (a) The General Partner Managing Member is hereby designated as the “partnership representative” as that term is defined in Revised Partnership RepresentativeAudit Provisions for taxable years of the Company beginning with the taxable year including the Effective Date. In addition, the General Partner Managing Member is hereby authorized to designate or remove any other Person selected by General Partner the Managing Member as the Partnership Representative; provided that all actions taken by the Partnership Representative pursuant to this Section 9.3 shall be subject to the overall oversight and authority of the Board. For each Fiscal Year in which the Partnership Representative is an entity, the Partnership Company shall appoint the “designated individual” an individual identified by the Partnership Representative and approved by the Board for such Fiscal Year to act on its behalf (the “Designated Individual”) in accordance with the applicable Regulations regulations or analogous provisions of state or local Law. Each Partner Member hereby expressly consents to such designations and agrees to take, and that the General Partner Managing Member is authorized to take (or cause the Partnership Company to take), such other actions as may be necessary or advisable pursuant to Treasury Regulations or other Internal Revenue Service or Treasury guidance or state or local Law to cause such designations or evidence such PartnerMember’s consent to such designations. (b) Subject to this Section 9.35.08, the Partnership Representative shall have the sole authority to act on behalf of the Partnership Company in connection with, make all relevant decisions regarding application of, and to exercise the rights and powers provided for in the BBA RulesRevised Partnership Audit Provisions, including making any elections under the BBA Rules Revised Partnership Audit Provisions or any decisions to settle, compromise, challenge, litigate or otherwise alter the defense of any Actionaction, audit or examination before the IRS or any other tax authority (each, an “Audit”), and to expend Partnership Company funds for professional services and other expenses reasonably incurred in connection therewith. (c) Without limiting the foregoing, the Partnership Representative shall give prompt written notice to the Original Limited Partner Member Representative of the commencement of any Audit of the Partnership Company or any of its Subsidiaries the resolution of which would reasonably be expected to have a disproportionate (compared to the Managing Member) and material adverse effect on the Original Members (a “Specified Audit”). The Partnership Representative shall (i) keep the Original Limited Partner Member Representative reasonably informed of the material developments and status of any such Specified Audit, (ii) permit the Original Limited Partner Member Representative (or its designee) to participate (including using separate counsel), in each case at the Original Limited PartnersMembers’ sole cost and expense, in any such Specified Audit, and (iii) promptly notify the Original Limited Partner Member Representative of receipt of a notice of a final partnership adjustment (or equivalent under applicable Laws) or a final decision of a court or IRS Independent Office of Appeals panel (or equivalent body under applicable Laws) with respect to such Specified Audit. The Partnership Representative or the Partnership Company shall promptly provide the Original Limited Partner Member Representative with copies of all material correspondence between the Partnership Representative or the Partnership Company (as applicable) and any Governmental Entity governmental entity in connection with such Specified Audit and shall give the Original Limited Partner Member Representative a reasonable opportunity to review and comment on any material correspondence, submission (including settlement or compromise offers) or filing in connection with any such Specified Audit. Additionally, for so long as the Original Member Representative owns at least 50% of the Units owned by the Original Member Representative immediately following the Closing Date, the Partnership Representative shall not (and the Partnership Company shall not (and shall not authorize the Partnership Representative to)) settle, compromise or abandon any Specified Audit in a manner that would reasonably be expected to have a disproportionate (compared to the Special Limited PartnerManaging Member) and material adverse effect on the Original Limited Partners Members without the Original Limited Partner Member Representative’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). The Partnership Representative shall shall, for so long as the Original Member Representative owns at least 50% of the Units owned by the Original Member Representative immediately following the Closing Date, obtain the prior written consent of the Original Limited Partner Member Representative (which consent shall not be unreasonably withheld, delayed or conditioned) before (i) making an election under Section 6226(a) of the Code (or any analogous provision of state or local Law) (a “Push-Out Election”) or (ii) taking any material action under the BBA Rules Revised Partnership Audit Provisions that would reasonably be expected to have a disproportionate (compared to the Special Limited PartnerManaging Member) and material adverse effect on the Original Limited PartnersMembers, in the case of clauses (i) and (ii); provided that, no consent from the Original Member Representative is required in order to make an election under Section 6226(a) of the Code with respect to taxable periods that began on or before the Closing. (d) Notwithstanding anything All expenses incurred by the Partnership Representative or Designated Individual or Original Member Representative in connection with its duties as partnership representative or designated individual or Original Member Representative, as applicable, shall be expenses of the Company (including, for the avoidance of doubt, any costs and expenses incurred in connection with any claims asserted against the Partnership Representative or Designated Individual or Original Member Representative, as applicable, except to the contrary contained in this Agreement, extent the Partnership Representative or Designated Individual is determined to have performed its duties in the event manner described in the final sentence of this Section 5.08(d)), and the Company shall reimburse and indemnify the Partnership Representative or Designated Individual or Original Member Representative, as applicable, for all such expenses and costs. Nothing herein shall be construed to restrict the Partnership Representative or Designated Individual or Original Member Representative from engaging lawyers, accountants, tax advisers, or other professional advisers or experts to assist the Partnership Representative or Designated Individual or Original Member Representative in discharging its duties hereunder. Neither the Partnership Representative nor Designated Individual nor Original Member Representative shall be liable to the Company, any Member or any Affiliate thereof for any costs or losses to any Persons, any diminution in value or any liability whatsoever arising as a result of the performance of its duties pursuant to this Section 5.08 absent (i) willful breach of any conflict between provision of this Section 9.1 5.08 or (ii) bad faith, fraud, gross negligence or willful misconduct on the part of the Business Combination Agreement and this AgreementPartnership Representative or Designated Individual or Original Member Representative, Section 9.1 of the Business Combination Agreement shall control. as applicable. (e) The PartnershipCompany, the Partnership Representative, the General Partner, and the Partners hereby acknowledge and agree to the foregoing sentence and Members expressly agree to be bound by the terms of Section 9.1 of the Business Combination Agreement. (e) This Section 9.3 shall be interpreted to apply to Partners and former Partners and shall survive the Transfer of a Partner’s Partnership Units and the termination, dissolution, liquidation and winding up of the Partnership and, for this purpose to the extent not prohibited by applicable Law, the Partnership shall be treated as continuing in existence.7.3

Partnership Representative. (a) The General Partner Original Member Representative is hereby designated as the Partnership Representative. In addition(and, if not already appointed, the General Partner Company shall appoint the Original Member Representative as) the Company’s “partnership representative” as that term is defined in the Revised Partnership Audit Provisions for taxable years of the Company beginning after December 31, 2017 and ending on or prior to December 31, 2022. The Managing Member is hereby authorized to designate or remove any other (and the Company shall appoint the Person selected by General Partner so designated) the Company’s “partnership representative” as the that term is defined in Revised Partnership Representative; provided that all actions taken by the Partnership Representative pursuant to this Section 9.3 shall be subject to the overall oversight and authority Audit Provisions for taxable years of the BoardCompany beginning on or after January 1, 2023. For each Fiscal Year in which the Partnership Representative is an entity, the Partnership Company shall appoint the “designated individual” an individual identified by the Partnership Representative and approved by the Board for such Fiscal Year to act on its behalf (the “Designated Individual”) in accordance with the applicable Treasury Regulations or analogous provisions of state or local Law. Each Partner Member hereby expressly consents to such designations and agrees to take, and that each of the General Partner Company and the Managing Member is authorized to take (or cause the Partnership Company to take), such other actions as may be necessary or advisable pursuant to Treasury Regulations or other Internal Revenue Service or Treasury guidance or state or local Law to cause such designations or evidence such PartnerMember’s consent to such designations. (b) Subject to this Section 9.35.08, the Partnership Representative shall have the sole authority to act on behalf of the Partnership Company in connection with, make all relevant decisions regarding application of, and to exercise the rights and powers provided for in the BBA RulesRevised Partnership Audit Provisions, including making any elections under the BBA Rules Revised Partnership Audit Provisions or any decisions to settle, compromise, challenge, litigate or otherwise alter the defense of any Actionaction, audit or examination before the IRS or any other income tax authority (each, an “Audit”), and to expend Partnership Company funds for professional services and other expenses reasonably incurred in connection therewith. Notwithstanding the foregoing or anything to the contrary in this Agreement, with respect to any “imputed underpayment” arising in connection with any Audit relating to any taxable year for which the Original Member Representative is the Partnership Representative, at the election of the Managing Member (in its reasonable discretion), the Original Member Representative shall be required to make (or cause to be made) an election under Section 6226(a) of the Code (or any analogous provision of state or local Law). (c) Without limiting the foregoing, the Partnership Representative shall give prompt written notice to the Original Limited Partner Member Representative of the commencement of any Audit of the Partnership Company or any of its Subsidiaries the resolution of which would reasonably be expected to have a disproportionate (a “Specified Audit”)compared to the Managing Member) and material adverse effect on the Original Members. The Partnership Representative shall (i) keep the Original Limited Partner Member Representative reasonably informed of the material developments and status of any such Audit for taxable years beginning on or after January 1, 2022 (a “Specified Audit”), (iii) permit the Original Limited Partner Member Representative (or its designee) to participate (including using separate counsel), in each case at the Original Limited PartnersMembers’ sole cost and expense, in any such Specified AuditAudit to the maximum extent permitted by the applicable tax authority, and (iiiii) promptly notify the Original Limited Partner Member Representative of receipt of a notice of a final partnership adjustment (or equivalent under applicable Laws) or a final decision of a court or IRS Independent Office of Appeals panel (or equivalent body under applicable Laws) with respect to such Specified Audit. The Partnership Representative or the Partnership Company shall promptly provide the Original Limited Partner Member Representative with copies of all material correspondence between the Partnership Representative or the Partnership Company (as applicable) and any Governmental Entity governmental entity in connection with such Specified Audit and shall give the Original Limited Partner Member Representative a reasonable opportunity to review and comment on any material correspondence, submission (including settlement or compromise offers) or filing in connection with any such Specified Audit. Additionally, without limiting the final sentence of this Section 5.08(c), the Partnership Representative shall not (and the Partnership Company shall not (and shall not authorize the Partnership Representative to)) settle, compromise or abandon any Specified Audit in a manner that would reasonably be expected to have a disproportionate (compared to the Special Limited PartnerManaging Member) and material adverse effect on the Original Limited Partners Members without the Original Limited Partner Member Representative’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). The Without limiting the final sentence of this Section 5.08(c), the Partnership Representative shall obtain the prior written consent of the Original Limited Partner Member Representative (which consent shall not be unreasonably withheld, delayed or conditioned) before taking any material action under the Revised Partnership Audit Provisions that would reasonably be expected to have a disproportionate (compared to the Managing Member) and material adverse effect on the Original Members. Notwithstanding the foregoing, (i) making each of the obligations of the Partnership Representative and the Company, and rights of the Original Member Representative and Original Members, under this Section 5.08(c) shall terminate and have no further force or effect from and after the date that the Original Members no longer own 20% of the combined Class A Units and Class B Units, and (ii) with respect to any “imputed underpayment” arising in connection with any Audit, at the election of the Managing Member (in its reasonable discretion), the Partnership Representative shall be required to make (or cause to be made) an election under Section 6226(a) of the Code (or any analogous provision of state or local Law) (a “Push-Out Election”) or (ii) taking any material action under the BBA Rules that would reasonably be expected to have a disproportionate (compared to the Special Limited Partner) and material adverse effect on the Original Limited Partners, in the case of clauses (i) and (ii). (d) Notwithstanding anything To the extent that the Partnership Representative does not make an election under Code Section 6226(a) for any taxable year, the Company shall use commercially reasonable efforts to make any modifications available under Code Section 6225(c)(3), (4), and (5), to the contrary contained extent such modification would reduce any taxes payable by the Company. Each Member agrees to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably requested by the Partnership Representative with respect to the conduct of examinations under the Revised Partnership Audit Provisions; provided, that a Member shall not be required to file an amended federal income tax return, as described in Code Section 6225(c)(2)(A). The provisions of this Agreement, Section 5.08(d) shall survive the termination of any Member’s interest in the event Company, the termination of any conflict between Section 9.1 this Agreement and the termination of the Business Combination Agreement Company and this Agreement, Section 9.1 of the Business Combination Agreement shall control. The Partnership, the Partnership Representative, the General Partner, and the Partners hereby acknowledge and agree to the foregoing sentence and expressly agree to be bound by the terms of Section 9.1 of the Business Combination Agreementremain binding on each Member. (e) This To the extent there are provisions of any applicable state or local tax laws that are similar to the Revised Partnership Audit Provisions, the Members agree to follow procedures similar to those described in this Section 9.3 5.08 with respect to such state and local tax laws. (f) All expenses incurred by the Partnership Representative or Designated Individual in connection with its duties as partnership representative or designated individual, as applicable, shall be interpreted to apply to Partners expenses of the Company (including, for the avoidance of doubt, any costs and former Partners and shall survive expenses incurred in connection with any claims asserted against the Transfer of a Partner’s Partnership Units Representative or Designated Individual, as applicable), and the terminationCompany shall reimburse and indemnify the Partnership Representative or Designated Individual, dissolutionas applicable, liquidation for all such expenses and winding up costs. Nothing herein shall be construed to restrict the Partnership Representative or Designated Individual from engaging lawyers, accountants, tax advisers, or other professional advisers or experts to assist the Partnership Representative or Designated Individual in discharging its duties hereunder. Neither the Partnership Representative nor Designated Individual shall be liable to the Company, any Member or any Affiliate thereof for any costs or losses to any Persons, any diminution in value or any liability whatsoever arising as a result of the performance of its duties pursuant to this Section 5.08 absent (i) willful breach of any provision of this Section 5.08 or (ii) bad faith, fraud, or willful misconduct on the part of the Partnership andRepresentative or Designated Individual, for this purpose to the extent not prohibited by applicable Law, the Partnership shall be treated as continuing in existenceapplicable.

Partnership Representative. (a) The General Partner Original Member Representative is hereby designated as the Partnership RepresentativeCompany’s “tax matters partner” for U.S. federal income tax purposes under Section 6231(a)(7) of the Code, as in effect for taxable years of the Company beginning on or before December 31, 2017, and as the Company’s “partnership representative” as that term is defined in pursuant to Section 6223(a) of the Code for taxable years of the Company beginning after December 31, 2017 and ending prior to January 1, 2022. In addition, the General Partner The Managing Member is hereby authorized to designate or remove any other Person selected by General Partner designated as the Partnership Representative; provided that all actions taken by the Partnership Representative “partnership representative” pursuant to this Section 9.3 shall be subject to the overall oversight and authority 6223(a) of the BoardCode for taxable years beginning on or after January 1, 2022. For each Fiscal Year in which the Partnership Representative is an entity, the Partnership Company shall appoint the “designated individual” identified by the Partnership Representative and approved by the Board to act on its behalf in accordance with the applicable Regulations or analogous provisions of state or local Lawlaw. Each Partner Member hereby expressly consents to such designations and agrees to take, and that the General Partner Managing Member is authorized to take (or cause the Partnership Company to take), such other actions as may be necessary or advisable pursuant to Regulations or other Internal Revenue Service or Treasury guidance or state or local Law law to cause such designations or evidence such PartnerMember’s consent to such designations. (b) Subject to this Section 9.310.3, the Partnership Representative shall have the sole authority to act on behalf of the Partnership Company in connection with, make all relevant decisions regarding application of, and to exercise the rights and powers provided for in the BBA Rules, including making any elections under the BBA Rules or any decisions to settle, compromise, challenge, litigate or otherwise alter the defense of any Action, audit or examination before the IRS or any other tax authority (each, an “Audit”), and to expend Partnership Company funds for professional services and other expenses reasonably incurred in connection therewith. (c) Without limiting the foregoing, the Partnership Representative shall give prompt written notice to the Original Limited Partner Member Representative of the commencement of any Audit of the Partnership Company or any of its Subsidiaries (a “Specified Audit”). The Partnership Representative shall (i) keep the Original Limited Partner Member Representative reasonably informed of the material developments and status of any such Specified Audit, (ii) permit the Original Limited Partner Member Representative (or its designee) to participate (including using separate counsel), in each case at the Original Limited PartnersMembers’ sole cost and expense, in any such Specified Audit, and (iii) promptly notify the Original Limited Partner Member Representative of receipt of a notice of a final partnership adjustment (or equivalent under applicable Lawslaws) or a final decision of a court or IRS Appeals panel (or equivalent body under applicable Lawslaws) with respect to such Specified Audit. The Partnership Representative or the Partnership Company shall promptly provide the Original Limited Partner Member Representative with copies of all material correspondence between the Partnership Representative or the Partnership Company (as applicable) and any Governmental Entity governmental entity in connection with such Specified Audit and shall give the Original Limited Partner Member Representative a reasonable opportunity to review and comment on any material correspondence, submission (including settlement or compromise offers) or filing in connection with any such Specified Audit. Additionally, the Partnership Representative shall not (and the Partnership Company shall not (and shall not authorize the Partnership Representative to)) settle, compromise or abandon any Specified Audit in a manner that would reasonably be expected to have a disproportionate (compared to the Special Limited PartnerPubCo) and material adverse effect on the Original Limited Partners Members without the Original Limited Partner Member Representative’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). The Partnership Representative shall obtain the prior written consent of the Original Limited Partner Member Representative (which consent shall not be unreasonably withheld, delayed or conditioned) before (i) making an election under Section 6226(a) of the Code (or any analogous provision of state or local Law) (a “Push-Out Election”) or (ii) taking any material action under the BBA Rules that would reasonably be expected to have a disproportionate (compared to the Special Limited PartnerPubCo) and material adverse effect on the Original Limited Partners, in the case of clauses (i) and (ii)Members. (d) Notwithstanding anything to the contrary contained in this Agreement, in the event of any conflict between Section 9.1 7.1 of the Business Combination Agreement and this Agreement, Section 9.1 7.1 of the Business Combination Agreement shall control. The PartnershipCompany, the Partnership Representative, the General PartnerManaging Member, and the Partners Members hereby acknowledge and agree to the foregoing sentence and expressly agree to be bound by the terms of Section 9.1 7.1 of the Business Combination Agreement. (e) This Section 9.3 10.3 shall be interpreted to apply to Partners Members and former Partners Members and shall survive the Transfer of a PartnerMember’s Partnership Company Units and the termination, dissolution, liquidation and winding up of the Partnership Company and, for this purpose to the extent not prohibited by applicable Lawlaw, the Partnership Company shall be treated as continuing in existence.

Partnership Representative. (a) The General Partner Original Member Representative is hereby designated as the Company’s “tax matters partner” for U.S. federal income tax purposes under Section 6231(a)(7) of the Code, as in effect for taxable years of the Company beginning on or before December 31, 2017, and as the Company’s “partnership representative” as that term is defined in the Revised Partnership RepresentativeAudit Provisions for taxable years of the Company beginning after December 31, 2017 and ending prior to January 1, 2021. The Managing Member is hereby designated as the “partnership representative” as that term is defined in Revised Partnership Audit Provisions for taxable years of the Company beginning on or after January 1, 2021. In addition, the General Partner Managing Member is hereby authorized to designate or remove any other Person selected by General Partner the Managing Member as the Partnership Representative; provided that all actions taken by the Partnership Representative pursuant to this Section 9.3 shall be subject to the overall oversight and authority of the Board. For each Fiscal Year in which the Partnership Representative is an entity, the Partnership Company shall appoint the “designated individual” an individual identified by the Partnership Representative and approved by the Board for such Fiscal Year to act on its behalf (the “Designated Individual”) in accordance with the applicable Regulations or analogous provisions of state or local Law. Each Partner Member hereby expressly consents to such designations and agrees to take, and that the General Partner Managing Member is authorized to take (or cause the Partnership Company to take), such other actions as may be necessary or advisable pursuant to Treasury Regulations or other Internal Revenue Service or Treasury guidance or state or local Law to cause such designations or evidence such PartnerMember’s consent to such designations. (b) Subject to this Section 9.35.08, the Partnership Representative shall have the sole authority to act on behalf of the Partnership Company in connection with, make all relevant decisions regarding application of, and to exercise the rights and powers provided for in the BBA RulesRevised Partnership Audit Provisions, including making any elections under the BBA Rules Revised Partnership Audit Provisions or any decisions to settle, compromise, challenge, litigate or otherwise alter the defense of any Actionaction, audit or examination before the IRS or any other tax authority (each, an “Audit”), and to expend Partnership Company funds for professional services and other expenses reasonably incurred in connection therewith. (c) Without limiting the foregoing, the Partnership Representative shall give prompt written notice to the Original Limited Partner Member Representative of the commencement of any Audit of the Partnership Company or any of its Subsidiaries the resolution of which would reasonably be expected to have a disproportionate (compared to the Managing Member) and material adverse effect on the Original Members (a “Specified Audit”). The Partnership Representative shall (i) keep the Original Limited Partner Member Representative reasonably informed of the material developments and status of any such Specified Audit, (ii) permit the Original Limited Partner Member Representative (or its designee) to participate (including using separate counsel), in each case at the Original Limited PartnersMembers’ sole cost and expense, in any such Specified Audit, and (iii) promptly notify the Original Limited Partner Member Representative of receipt of a notice of a final partnership adjustment (or equivalent under applicable Laws) or a final decision of a court or IRS Independent Office of Appeals panel (or equivalent body under applicable Laws) with respect to such Specified Audit. The Partnership Representative or the Partnership Company shall promptly provide the Original Limited Partner Member Representative with copies of all material correspondence between the Partnership Representative or the Partnership Company (as applicable) and any Governmental Entity governmental entity in connection with such Specified Audit and shall give the Original Limited Partner Member Representative a reasonable opportunity to review and comment on any material correspondence, submission (including settlement or compromise offers) or filing in connection with any such Specified Audit. Additionally, the Partnership Representative shall not (and the Partnership Company shall not (and shall not authorize the Partnership Representative to)) settle, compromise or abandon any Specified Audit in a manner that would reasonably be expected to have a disproportionate (compared to the Special Limited PartnerManaging Member) and material adverse effect on the Original Limited Partners Members without the Original Limited Partner Member Representative’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). The Partnership Representative shall obtain the prior written consent of the Original Limited Partner Member Representative (which consent shall not be unreasonably withheld, delayed or conditioned) before (i) making an election under Section 6226(a) of the Code (or any analogous provision of state or local Law) (a “Push-Out Election”) or (ii) taking any material action under the BBA Rules Revised Partnership Audit Provisions that would reasonably be expected to have a disproportionate (compared to the Special Limited PartnerManaging Member) and material adverse effect on the Original Limited PartnersMembers, in the case of clauses (i) and (ii). (d) Notwithstanding anything All expenses incurred by the Partnership Representative or Designated Individual in connection with its duties as partnership representative or designated individual, as applicable, shall be expenses of the Company (including, for the avoidance of doubt, any costs and expenses incurred in connection with any claims asserted against the Partnership Representative or Designated Individual, as applicable, except to the contrary contained in this Agreement, extent the Partnership Representative or Designated Individual is determined to have performed its duties in the event manner described in the final sentence of this Section 5.08(d)), and the Company shall reimburse and indemnify the Partnership Representative or Designated Individual, as applicable, for all such expenses and costs. Nothing herein shall be construed to restrict the Partnership Representative or Designated Individual from engaging lawyers, accountants, tax advisers, or other professional advisers or experts to assist the Partnership Representative or Designated Individual in discharging its duties hereunder. Neither the Partnership Representative nor Designated Individual shall be liable to the Company, any Member or any Affiliate thereof for any costs or losses to any Persons, any diminution in value or any liability whatsoever arising as a result of the performance of its duties pursuant to this Section 5.08 absent (i) willful breach of any conflict between provision of this Section 9.1 5.08 or (ii) bad faith, fraud, gross negligence or willful misconduct on the part of the Business Combination Agreement and this AgreementPartnership Representative or Designated Individual, Section 9.1 of the Business Combination Agreement shall control. as applicable. (e) The PartnershipCompany, the Partnership Representative, the General Partner, and the Partners hereby acknowledge and agree to the foregoing sentence and Members expressly agree to be bound by the terms of Section 9.1 of the Business Combination Agreement. (e) This Section 9.3 shall be interpreted to apply to Partners and former Partners and shall survive the Transfer of a Partner’s Partnership Units and the termination, dissolution, liquidation and winding up of the Partnership and, for this purpose to the extent not prohibited by applicable Law, the Partnership shall be treated as continuing in existence.9.04

Partnership Representative. (a) The General Partner ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ is hereby designated as the Company’s “partnership representative” within the meaning of Section 6223 of the Code for each taxable year of the Company, or under similar state or local Law (as applicable, the “Partnership Representative”). In addition, the General Partner FA Acquisition is hereby authorized to designate or remove any other Person selected by General Partner FA Acquisition as the Partnership Representative; provided that all actions taken by the Partnership Representative pursuant to this Section 9.3 shall be subject to the overall oversight and authority of the Board. For each Fiscal Year in which the Partnership Representative is an entity, the Partnership Company shall appoint the “designated individual” an individual identified by the Partnership Representative and approved by the Board for such Fiscal Year to act on its behalf (the “Designated Individual”) in accordance with the applicable Treasury Regulations or analogous provisions of state or local Law. References in this Agreement to the Partnership Representative shall include the Designated Individual. Actions taken by the Designated Individual shall have binding effect on the Members and the Company just as if such actions were taken by the Partnership Representative. Each Partner Member hereby expressly consents to such designations and agrees to take, and that the General Partner Partnership Representative is authorized to take (or cause the Partnership Company to take), such other actions as may be necessary or advisable pursuant to the Treasury Regulations or other Internal Revenue Service IRS or U.S. Department of the Treasury guidance or state or local Law to cause such designations or evidence such PartnerMember’s consent to such designations. The Partnership Representative shall consult with Aztec and Fernweh in good faith in exercising its authority as Partnership Representative including appointing the Designated Individual. (b) Subject to this Section 9.34.09, the Partnership Representative shall have the sole authority to act on behalf of the Partnership Company in connection with, make all relevant decisions regarding application of, and to exercise the rights and powers provided for in the BBA RulesRevised Partnership Audit Provisions, including making any elections under the BBA Rules Revised Partnership Audit Provisions or any decisions to settle, compromise, challenge, litigate litigate, or otherwise alter the defense of any Actionaction, audit audit, or examination before the IRS or any other tax authority (each, an “Audit”), and to expend Partnership Company funds for professional services and other expenses reasonably incurred in connection therewith. (c) Without limiting All expenses incurred by the foregoingPartnership Representative in connection with its duties as partnership representative or designated individual, as applicable, shall be expenses of the Company (including, for the avoidance of doubt, any costs and expenses incurred in connection with any claims asserted against the Partnership Representative), and the Company shall reimburse and indemnify the Partnership Representative for all such expenses and costs. Nothing herein shall be construed to restrict the Partnership Representative from engaging lawyers, accountants, tax advisers, or other professional advisers or experts to assist the Partnership Representative or Designated Individual in discharging its duties hereunder. The Partnership Representative shall not be liable to the Company, any Member, or any Affiliate thereof for any costs or losses to any Persons, any diminution in value, or any liability whatsoever arising as a result of the performance of its duties pursuant to this Section 4.09 absent intentional fraud or intentional misconduct on the part of the Partnership Representative. (d) Each Member agrees that such Member will not independently act with respect to tax audits or tax litigation of the Company for any taxable period for which the Partnership Representative has authority, unless previously authorized to do so in writing by the Partnership Representative, which authorization may be withheld by the Partnership Representative. The Partnership Representative, in consultation with the Board of Directors, shall determine whether the Company (either on its own behalf or on behalf of the Members) will contest or continue to contest any tax deficiencies assessed or proposed to be assessed by any tax authority for any such taxable period. The Partnership Representative shall provide notice to the Principal Members of (i) the commencement of any examination or audit by any Governmental Authority of any tax return of the Company and (ii) the receipt of any Internal Revenue Service notice of a final partnership adjustment; provided, however, that the failure to provide such notice shall not in any way limit or change the Members’ obligations, or the Partnership Representative’s rights and authority, hereunder. (e) Each Member shall cooperate with all requests for information that the Partnership Representative, in its reasonable discretion, deems necessary to comply with the Code, including information requests needed to appropriately determine a share of a Member’s liability arising under an audit. In the event of an audit of the Company, the Partnership Representative shall give prompt written notice have the right to the Original Limited Partner Representative of the commencement of make any Audit of the Partnership and all elections and to take any actions that are available to be made or any of its Subsidiaries (a “Specified Audit”). The Partnership Representative shall (i) keep the Original Limited Partner Representative reasonably informed of the material developments and status of any such Specified Audit, (ii) permit the Original Limited Partner Representative (or its designee) to participate (including using separate counsel), in each case at the Original Limited Partners’ sole cost and expense, in any such Specified Audit, and (iii) promptly notify the Original Limited Partner Representative of receipt of a notice of a final partnership adjustment (or equivalent under applicable Laws) or a final decision of a court or IRS Appeals panel (or equivalent body under applicable Laws) with respect to such Specified Audit. The Partnership Representative or the Partnership shall promptly provide the Original Limited Partner Representative with copies of all material correspondence between taken by the Partnership Representative or the Partnership (as applicable) and any Governmental Entity in connection with Company; provided that no Member shall be required to file an amended tax return without such Specified Audit and shall give the Original Limited Partner Representative a reasonable opportunity to review and comment on any material correspondence, submission (including settlement or compromise offers) or filing in connection with any such Specified Audit. Additionally, the Partnership Representative shall not (and the Partnership shall not (and shall not authorize the Partnership Representative to)) settle, compromise or abandon any Specified Audit in a manner that would reasonably be expected to have a disproportionate (compared to the Special Limited Partner) and material adverse effect on the Original Limited Partners without the Original Limited Partner RepresentativeMember’s prior written consent (which consent consent. If an election under Code Section 6226(a) is made with respect to an Imputed Underpayment, the Company shall not be unreasonably withheld, delayed or conditioned). The Partnership Representative shall obtain furnish to each Member for the prior written consent year under audit a statement of the Original Limited Partner Representative (Member’s share of any such Imputed Underpayment set forth in the notice of final partnership adjustment, and each Member shall take such adjustment into account as required under Section 6226(b) of the Code. In the event there is an Imputed Underpayment for which consent shall not be unreasonably withheld, delayed or conditioned) before (i) making an election under Section 6226(a) of the Code (or is not made and a Member affected by the Imputed Underpayment elects to file an amended tax return that takes into account the full amount of any analogous provision of state or local Law) adjustments and pay any additional tax due in connection with such amended tax return that are attributable to such Member, as determined by the Partnership Representative (a “Push-Out ElectionSection 6225(c) Filing”), then those Members that do not make a Section 6225(c) Filing shall (x) contribute an amount equal to their share of the Imputed Underpayment to the Company (a “Direct Payment”), and such amount shall not be treated as a capital contribution within the meaning of this Agreement, or (iiy) taking any material action under have an amount equal to their share of the BBA Rules that would reasonably be expected Imputed Underpayment withheld from distributions to have such Member pursuant to Section 6.2 or Section 6.3 (a disproportionate “Distribution Withholding”). The Members generally intend for the Partnership Representative to choose a Distribution Withholding for the Members (compared to the Special Limited Partnerbut not for former Members) and material adverse effect on the Original Limited Partners, in the case of clauses if: (i) the Company has sufficient distributable cash to pay the applicable taxes (which distributable cash would otherwise be distributable to such responsible Members) and (ii) treating the taxes allocated to a Member as a distribution will not violate any Law or any contract with any third party (including any credit agreement). Notwithstanding the foregoing, if the Partnership Representative elects Direct Payment and the Company pays any Member’s share of an Imputed Underpayment as a result of a Member’s failure to contribute money to the Company in furtherance of the Partnership Representative’s request, such Member shall on demand reimburse the Company for the amount of the Member’s share of the Imputed Underpayment paid by the Company plus interest thereon at the rate of 8% per annum, compounded quarterly on the first day of each calendar quarter, from and after the date on which the Company has given notice to such Member that it has made a payment on its behalf. In addition to all other rights and remedies of the Company at law or in equity with respect to amounts owed by a Member to the Company pursuant to this Section 4.09(e), the Partnership Representative shall have the right to offset, or cause to be offset, against any such Member’s distributions under this Agreement all amounts owed by such Member to the Company pursuant to this Section 4.09(e), and the Partnership Representative shall promptly send written notice of any such offset to such Member so indicating and specifying the amount offset. A Member’s share of an Imputed Underpayment shall reasonably be determined by the Partnership Representative. (df) The Company, the Partnership Representative, and the Members expressly agree to be bound by the terms of Section 5.7 of the Transaction Agreement. Notwithstanding anything to the contrary contained in this Agreement, in the event of any conflict between Section 9.1 5.7 of the Business Combination Transaction Agreement and this Agreement, Section 9.1 5.7 of the Business Combination Transaction Agreement shall control. The Partnership, the Partnership Representative, the General Partner, and the Partners hereby acknowledge and agree to the foregoing sentence and expressly agree to be bound by the terms of Section 9.1 of the Business Combination Agreement. (e) This Section 9.3 shall be interpreted to apply to Partners and former Partners and shall survive the Transfer of a Partner’s Partnership Units and the termination, dissolution, liquidation and winding up of the Partnership and, for this purpose to the extent not prohibited by applicable Law, the Partnership shall be treated as continuing in existence.

Partnership Representative. (a) The General Partner PubCo is hereby designated as the “partnership representative” as that term is defined in Revised Partnership RepresentativeAudit Provisions for taxable years of the Company beginning with the taxable year including the Effective Date. In addition, the General Partner OpCo Board is hereby authorized to designate or remove any other Person selected by General Partner the OpCo Board as the Partnership Representative; provided that all actions taken by the Partnership Representative pursuant to this Section 9.3 shall be subject to the overall oversight and authority of the Board. For each Fiscal Year in which the Partnership Representative is an entity, the Partnership Company shall appoint the “designated individual” an individual identified by the Partnership Representative and approved by the Board for such Fiscal Year to act on its behalf (the “Designated Individual”) in accordance with the applicable Regulations regulations or analogous provisions of state or local Law. Each Partner Member hereby expressly consents to such designations and agrees to take, and that consents to the General Partner is OpCo Board being authorized to take (or cause the Partnership Company to take), such other actions as may be necessary or advisable pursuant to Treasury Regulations or other Internal Revenue Service or Treasury guidance or state or local Law to cause such designations or evidence such PartnerMember’s consent to such designations. (b) Subject to this Section 9.35.08, the Partnership Representative shall have the sole authority to act on behalf of the Partnership Company in connection with, make all relevant decisions regarding application of, and to exercise the rights and powers provided for in the BBA RulesRevised Partnership Audit Provisions, including making any elections under the BBA Rules Revised Partnership Audit Provisions or any decisions to settle, compromise, challenge, litigate or otherwise alter the defense of any Actionaction, audit or examination before the IRS or any other tax authority (each, an “Audit”), and to expend Partnership Company funds for professional services and other expenses reasonably incurred in connection therewith. (c) Without limiting the foregoing, the Partnership Representative shall give prompt written notice to the Original Limited Partner Continuing Member Representative of the commencement of any Audit of the Partnership Company or any of its Subsidiaries the resolution of which would reasonably be expected to have a material adverse effect on the Continuing Members (a “Specified Audit”). The Partnership Representative shall (i) keep the Original Limited Partner Continuing Member Representative reasonably informed of the material developments and status of any such Specified Audit, (ii) permit the Original Limited Partner Continuing Member Representative (or its designee) to participate (including using separate counsel), in each case at the Original Limited PartnersContinuing Members’ sole cost and expense, in any such Specified Audit, and (iii) promptly notify the Original Limited Partner Continuing Member Representative of receipt of a notice of a final partnership adjustment (or equivalent under applicable Laws) or a final decision of a court or IRS Independent Office of Appeals panel (or equivalent body under applicable Laws) with respect to such Specified Audit. The Partnership Representative or the Partnership Company shall promptly provide the Original Limited Partner Continuing Member Representative with copies of all material correspondence between the Partnership Representative or the Partnership Company (as applicable) and any Governmental Entity governmental entity in connection with such Specified Audit and shall give the Original Limited Partner Continuing Member Representative a reasonable opportunity to review and comment on any material correspondence, submission (including settlement or compromise offers) or filing in connection with any such Specified Audit. Additionally, the Partnership Representative shall not (and the Partnership Company shall not (and shall not authorize the Partnership Representative to)) settle, compromise or abandon any Specified Audit in a manner that would reasonably be expected to have a disproportionate (compared to the Special Limited PartnerPubCo) and material adverse effect on the Original Limited Partners Continuing Members without the Original Limited Partner Representative’s Requisite Continuing Members’ prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). The Partnership Representative shall obtain the prior written consent of the Original Limited Partner Representative Requisite Continuing Members (which consent shall not be unreasonably withheld, delayed or conditioned) before (i) making an election under Section 6226(a) of the Code (or any analogous provision of state or local Law) (a “Push-Out Election”) or (ii) taking any material action under the BBA Rules Revised Partnership Audit Provisions that would reasonably be expected to have a disproportionate (compared to the Special Limited PartnerPubCo) and material adverse effect on the Original Limited PartnersContinuing Members, in the case of clauses (i) and (ii); provided that, no consent from the Requisite Continuing Members is required in order to make an election under Section 6226(a) of the Code with respect to taxable periods that began on or before the Business Combination Effective Date. (d) All expenses incurred by the Partnership Representative or Designated Individual in connection with its duties as partnership representative or designated individual, as applicable, shall be expenses of the Company (including, for the avoidance of doubt, any costs and expenses incurred in connection with any claims asserted against the Partnership Representative or Designated Individual, as applicable, except to the extent the Partnership Representative or Designated Individual is determined to have performed its duties in the manner described in clauses (i) and (ii) of the final sentence of this Section 5.08(d)), and the Company shall reimburse and indemnify the Partnership Representative or Designated Individual, as applicable, for all such expenses and costs. Nothing herein shall be construed to restrict the Partnership Representative or Designated Individual from engaging lawyers, accountants, tax advisers, or other professional advisers or experts to assist the Partnership Representative or Designated Individual in discharging its duties hereunder. Neither the Partnership Representative nor Designated Individual shall be liable to the Company, any Member or any Affiliate thereof for any costs or losses to any Persons, any diminution in value or any liability whatsoever arising as a result of the performance of its duties pursuant to this Section 5.08 absent (i) willful breach of any provision of this Section 5.08 or (ii) bad faith, fraud, gross negligence or willful misconduct on the part of the Partnership Representative or Designated Individual, as applicable. (e) The Company, the Partnership Representative, and the Members expressly agree to be bound by the terms of Section 7.6 of the Business Combination Agreement (with any references to PKLP or PKLP’s organization documents being deemed to refer to the Company and its organizational documents). Notwithstanding anything to the contrary contained in this Agreement, in the event of any conflict between Section 9.1 7.6 of the Business Combination Agreement and this Agreement, Section 9.1 7.6 of the Business Combination Agreement shall control. The Partnership, the Partnership Representative, the General Partner, and the Partners hereby acknowledge and agree to the foregoing sentence and expressly agree to be bound by the terms of Section 9.1 of the Business Combination Agreement. (e) This Section 9.3 shall be interpreted to apply to Partners and former Partners and shall survive the Transfer of a Partner’s Partnership Units and the termination, dissolution, liquidation and winding up of the Partnership and, for this purpose to the extent not prohibited by applicable Law, the Partnership shall be treated as continuing in existence.

Partnership Representative. (a) The General Partner PubCo is hereby designated as the “partnership representative” as that term is defined in Revised Partnership RepresentativeAudit Provisions for taxable years of the Company beginning with the taxable year including the Effective Date. In addition, the General Partner OpCo Board is hereby authorized to designate or remove any other Person selected by General Partner the OpCo Board as the Partnership Representative; provided that all actions taken by the Partnership Representative pursuant to this Section 9.3 shall be subject to the overall oversight and authority of the Board. For each Fiscal Year in which the Partnership Representative is an entity, the Partnership Company shall appoint the “designated individual” an individual identified by the Partnership Representative and approved by the Board for such Fiscal Year to act on its behalf (the “Designated Individual”) in accordance with the applicable Regulations regulations or analogous provisions of state or local Law. Each Partner Member hereby expressly consents to such designations and agrees to take, and that the General Partner OpCo Board is authorized to take (or cause the Partnership Company to take), such other actions as may be necessary or advisable pursuant to Treasury Regulations or other Internal Revenue Service or Treasury guidance or state or local Law to cause such designations or evidence such PartnerMember’s consent to such designations. (b) Subject to this Section 9.35.08, the Partnership Representative shall have the sole authority to act on behalf of the Partnership Company in connection with, make all relevant decisions regarding application of, and to exercise the rights and powers provided for in the BBA RulesRevised Partnership Audit Provisions, including making any elections under the BBA Rules Revised Partnership Audit Provisions or any decisions to settle, compromise, challenge, litigate or otherwise alter the defense of any Actionaction, audit or examination before the IRS or any other tax authority (each, an “Audit”), and to expend Partnership Company funds for professional services and other expenses reasonably incurred in connection therewith. (c) Without limiting the foregoing, the Partnership Representative shall give prompt written notice to the Original Limited Partner Continuing Member Representative of the commencement of any Audit of the Partnership Company or any of its Subsidiaries the resolution of which would reasonably be expected to have a disproportionate (compared to PubCo) and material adverse effect on the Continuing Members (a “Specified Audit”). The Partnership Representative shall (i) keep the Original Limited Partner Continuing Member Representative reasonably informed of the material developments and status of any such Specified Audit, (ii) permit the Original Limited Partner Continuing Member Representative (or its designee) to participate (including using separate counsel), in each case at the Original Limited PartnersContinuing Members’ sole cost and expense, in any such Specified Audit, and (iii) promptly notify the Original Limited Partner Continuing Member Representative of receipt of a notice of a final partnership adjustment (or equivalent under applicable Laws) or a final decision of a court or IRS Independent Office of Appeals panel (or equivalent body under applicable Laws) with respect to such Specified Audit. The Partnership Representative or the Partnership Company shall promptly provide the Original Limited Partner Continuing Member Representative with copies of all material correspondence between the Partnership Representative or the Partnership Company (as applicable) and any Governmental Entity governmental entity in connection with such Specified Audit and shall give the Original Limited Partner Continuing Member Representative a reasonable opportunity to review and comment on any material correspondence, submission (including settlement or compromise offers) or filing in connection with any such Specified Audit. Additionally, the Partnership Representative shall not (and the Partnership Company shall not (and shall not authorize the Partnership Representative to)) settle, compromise or abandon any Specified Audit in a manner that would reasonably be expected to have a disproportionate (compared to the Special Limited PartnerPubCo) and material adverse effect on the Original Limited Partners Continuing Members without the Original Limited Partner Representative’s Requisite Continuing Members’ prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). The Partnership Representative shall obtain the prior written consent of the Original Limited Partner Representative Requisite Continuing Members (which consent shall not be unreasonably withheld, delayed or conditioned) before (i) making an election under Section 6226(a) of the Code (or any analogous provision of state or local Law) (a “Push-Out Election”) or (ii) taking any material action under the BBA Rules Revised Partnership Audit Provisions that would reasonably be expected to have a disproportionate (compared to the Special Limited PartnerPubCo) and material adverse effect on the Original Limited PartnersContinuing Members, in the case of clauses (i) and (ii); provided that, no consent from the Requisite Continuing Members is required in order to make an election under Section 6226(a) of the Code with respect to taxable periods that began on or before the Effective Time. (d) Notwithstanding anything All expenses incurred by the Partnership Representative or Designated Individual in connection with its duties as partnership representative or designated individual, as applicable, shall be expenses of the Company (including, for the avoidance of doubt, any costs and expenses incurred in connection with any claims asserted against the Partnership Representative or Designated Individual, as applicable, except to the contrary contained in this Agreement, extent the Partnership Representative or Designated Individual is determined to have performed its duties in the event manner described in the final sentence of this Section 5.08(d)), and the Company shall reimburse and indemnify the Partnership Representative or Designated Individual, as applicable, for all such expenses and costs. Nothing herein shall be construed to restrict the Partnership Representative or Designated Individual from engaging lawyers, accountants, tax advisers, or other professional advisers or experts to assist the Partnership Representative or Designated Individual in discharging its duties hereunder. Neither the Partnership Representative nor Designated Individual shall be liable to the Company, any Member or any Affiliate thereof for any costs or losses to any Persons, any diminution in value or any liability whatsoever arising as a result of the performance of its duties pursuant to this Section 5.08 absent (i) willful breach of any conflict between provision of this Section 9.1 5.08 or (ii) bad faith, fraud, gross negligence or willful misconduct on the part of the Business Combination Agreement and this AgreementPartnership Representative or Designated Individual, Section 9.1 of the Business Combination Agreement shall control. as applicable. (e) The PartnershipCompany, the Partnership Representative, the General Partner, and the Partners hereby acknowledge and agree to the foregoing sentence and Members expressly agree to be bound by the terms of Section 9.1 of the Business Combination Agreement. (e) This Section 9.3 shall be interpreted to apply to Partners and former Partners and shall survive the Transfer of a Partner’s Partnership Units and the termination, dissolution, liquidation and winding up of the Partnership and, for this purpose to the extent not prohibited by applicable Law, the Partnership shall be treated as continuing in existence.10.03

Partnership Representative. (a) The General Partner or its designee will be the “partnership representative” of the Partnership within the meaning of Section 6223 of the Code (the “Partnership Representative”). With respect to any period in which any non-individual is hereby designated as the Partnership Representative. In addition, the General Partner shall cause the Partnership to appoint an individual eligible to be a “designated individual” under the Audit Rules (the “Designated Individual”) through whom the Partnership Representative will act for all purposes of the Audit Rules. The General Partner is hereby authorized to take any actions necessary under the Audit Rules or other guidance to designate or remove any other Person selected by General Partner as the Partnership Representative; provided that all actions taken by the Partnership Representative pursuant to this Section 9.3 shall be subject to the overall oversight and authority of the Board. For each Fiscal Year in which the Partnership Representative is an entity, the Partnership shall appoint the “designated individual” identified by the Partnership Representative and approved by appoint the Board Designated Individual with respect to act on its behalf in accordance with each taxable year of the Partnership (and the Partnership Representative and the Designated Individual are authorized to take any actions specified under the Audit Rules or any applicable Regulations or analogous provisions of state statute or local Law. Each Partner hereby expressly consents law), and the Partnership shall comply with any requirements necessary to effect such designations and agrees to take, and that the General Partner is authorized to take (or cause the Partnership to take), such other actions as may be necessary or advisable pursuant to Regulations or other Internal Revenue Service or Treasury guidance or state or local Law to cause such designations or evidence such Partner’s consent to such designationsappointments. (b) Subject to this Section 9.3The Partnership Representative and the Designated Individual (collectively, the Partnership Representative shall have the sole authority to act on behalf of the Partnership in connection with, make all relevant decisions regarding application of, and to exercise the rights and powers provided for in the BBA Rules, including making any elections under the BBA Rules or any decisions to settle, compromise, challenge, litigate or otherwise alter the defense of any Action, audit or examination before the IRS or any other tax authority (each, an “AuditTax Representative”), and along with the General Partner, shall use their commercially reasonable efforts to expend Partnership funds for professional services and minimize the likelihood that any Partner would bear any material tax, interest, or penalties as a result of any audit or proceeding that is attributable to another Partner (other expenses reasonably incurred than a predecessor in connection therewith. (c) Without limiting the foregoinginterest). In furtherance thereof, the Partnership General Partner and Tax Representative shall give prompt written notice are hereby authorized to take any action required to cause the Original Limited Partner Representative financial burden of any “imputed underpayment” (as determined under Section 6225 of the commencement of any Audit of the Partnership or any of its Subsidiaries (Code) and associated interest, adjustments to tax and penalties arising from a “Specified Audit”). The Partnership Representative shall (i) keep the Original Limited Partner Representative reasonably informed of the material developments and status of any such Specified Audit, (ii) permit the Original Limited Partner Representative (or its designee) to participate (including using separate counsel), in each case at the Original Limited Partners’ sole cost and expense, in any such Specified Audit, and (iii) promptly notify the Original Limited Partner Representative of receipt of a notice of a final partnership partnership-level adjustment (or equivalent under applicable Laws) or a final decision of a court or IRS Appeals panel (or equivalent body under applicable Laws) with respect to such Specified Audit. The Partnership Representative or the Partnership shall promptly provide the Original Limited Partner Representative with copies of all material correspondence between the Partnership Representative or that are imposed on the Partnership (an “Imputed Underpayment”) to be borne by the Partners to whom such Imputed Underpayment relates as applicabledetermined by the Tax Representative after consulting with the Partnership’s accountants or other advisers, taking into account any differences in the amount of taxes attributable to each Partner because of such Partner’s status, nationality or other characteristics. By executing this Agreement or a counterpart hereof, each Partner (A) and any Governmental Entity in connection with such Specified Audit and shall give expressly authorizes the Original Limited Partner Tax Representative a reasonable opportunity to review and comment on any material correspondence, submission (including settlement or compromise offers) or filing in connection with any such Specified Audit. Additionally, the Partnership Representative shall not (and the Partnership shall not to take any and all action that is reasonably necessary under applicable federal income tax law (and shall not authorize as such law may be revised from time to time) to cause the Partnership Representative to)) settle, compromise or abandon any Specified Audit to make the election set forth in a manner that would reasonably be expected to have a disproportionate (compared to the Special Limited Partner) and material adverse effect on the Original Limited Partners without the Original Limited Partner Representative’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). The Partnership Representative shall obtain the prior written consent of the Original Limited Partner Representative (which consent shall not be unreasonably withheld, delayed or conditioned) before (i) making an election under Section 6226(a) of the Code if the Tax Representative decides to make such election, and (or B) expressly agrees to take any analogous provision action, and furnish the Tax Representative with any information necessary, to give effect to such election. Each Partner hereby severally indemnifies and holds the Partnership, the General Partner and the Tax Representative harmless for such Partner’s respective portion of state or local Lawthe financial burden of an Imputed Underpayment and in furtherance thereof, each Partner agrees (i) (a “Push-Out Election”) or (ii) taking any material action under the BBA Rules that would reasonably be expected to have a disproportionate (compared pay such amount to the Special Limited Partnership within fifteen (15) days following the General Partner) ’s request for payment (and material adverse effect any failure to pay such amount shall result in interest on such amount calculated at the Original Limited Partners, in the case of clauses prime rate plus two percent (i2%)) and (ii)) that any amounts otherwise distributable to such Partner may be applied in satisfaction of such obligations. Except with the express written consent of the General Partner, each Partner shall be jointly and severally liable with their predecessors in interest, if any, for amounts owed hereunder in respect of any predecessor in interest to such Partner. No Partner shall file a notice with the IRS under Section 6222( c)(1)(B) of the Code in connection with such Partner’s intention to treat an item on such Partner’s Federal income tax return in a manner that is inconsistent with the treatment of such item on the Partnership’s Federal income tax return unless such Partner has, not less than thirty (30) days prior to the filing of such notice, provided the Partnership with a copy of the notice and thereafter in a timely manner provides such other information related thereto as the Tax Representative shall reasonably request. (c) The Tax Representative shall employ experienced tax counsel to represent the Partnership in connection with any audit or investigation of the Partnership by the IRS and in connection with all subsequent administrative and judicial proceedings arising out of such audit. The fees and expenses of such, and all expenses incurred by the Tax Representative in serving as such, shall be Partnership expenses pursuant to Section 5.2 and shall be paid by the Partnership. Notwithstanding the foregoing, it shall be the responsibility of the General Partner and of each Limited Partner, at their expense, to employ tax counsel to represent their respective separate interests. (d) Notwithstanding anything If the Tax Representative incurs fees and expenses in connection with tax matters not affecting each of the Partners, then the Tax Representative may, in its reasonable discretion, seek reimbursement from or charge such fees and expenses to the contrary contained in this Agreement, in the event Capital Accounts of any conflict between Section 9.1 of the Business Combination Agreement those Partners on whose behalf such fees and this Agreement, Section 9.1 of the Business Combination Agreement shall control. The Partnership, the Partnership Representative, the General Partner, and the Partners hereby acknowledge and agree to the foregoing sentence and expressly agree to be bound by the terms of Section 9.1 of the Business Combination Agreementexpenses were incurred. (e) This References in this Section 9.3 10.15 to “Partner” or “Partners” shall be interpreted deemed to apply refer to Partners a Partner or Partners, a former Partner or former Partners, and former Partners and to an assignee or assignees. The provisions contained in this Section 10.15 shall survive the Transfer of a Partner’s Partnership Units and the termination, dissolution, liquidation and winding up termination of the Partnership and, for this purpose to and the extent not prohibited by applicable Law, the Partnership shall be treated as continuing in existencewithdrawal of any Partner.

Partnership Representative. (a) The General Partner is hereby designated Company must designate itself as its own “partnership representative” for purposes of the Partnership Representative. In addition, the General Partner is hereby authorized to designate or remove Audit Rules and any other Person selected by General Partner as the Partnership Representative; provided that all actions taken by the Partnership Representative pursuant to this Section 9.3 shall be subject to the overall oversight and authority of the Board. For each Fiscal Year in which the Partnership Representative is an entity, the Partnership shall appoint the “designated individual” identified by the Partnership Representative and approved by the Board to act on its behalf in accordance with the applicable Regulations or analogous comparable provisions of state or local Lawincome tax laws (the “Partnership Representative”). Each Partner hereby expressly consents to Member and the Board must take such designations and agrees to take, and that the General Partner is authorized to take (or cause the Partnership to take), such other actions as may be are necessary or advisable pursuant to Regulations or other Internal Revenue Service or Treasury guidance or state or local Law to cause perfect such designations or evidence such Partner’s consent to such designationsdesignation. (b) Subject to this The Company must appoint an individual who meets the requirements of Treasury Regulations Section 9.3, 301.6223-1(b)(2) as the sole individual through whom the Partnership Representative shall have the sole authority to will act on behalf of for all purposes under the Partnership in connection with, make all relevant decisions regarding application of, Audit Rules and to exercise any comparable provisions of state or local income tax laws (the rights and powers provided for in the BBA Rules, including making any elections under the BBA Rules or any decisions to settle, compromise, challenge, litigate or otherwise alter the defense of any Action, audit or examination before the IRS or any other tax authority (each, an “AuditDesignated Individual”), and each Member (and the Board) must take such actions as are necessary to expend perfect such designation. The Board may replace the Designated Individual in accordance with applicable laws, rules, and regulations. Without approval of the Board, no Person may take any action to cause the Company to elect into the Partnership funds for professional services and other expenses reasonably incurred in connection therewithAudit Rules where such rules would not otherwise be mandatory. The initial Designated Individual is B▇▇▇▇ ▇▇▇▇▇▇. (c) Without limiting The Company will have all of the foregoingrights, powers, obligations and duties of a “partnership representative” and the Designated Individual will have all of the rights, powers, obligations and duties of a “designated individual,” each as set forth in the Partnership Audit Rules. Notwithstanding the previous sentence, the Partnership Representative shall give prompt written notice Designated Individual must cause the Company to act at, and only at, the direction of the Board. The Designated Individual is, to the Original Limited Partner Representative fullest extent permitted by law, absolved from all liability for any and all consequences to any current or former Member resulting from any action that the Designated Individual causes the Company to take at the direction of the commencement of any Audit of the Partnership or any of its Subsidiaries (a “Specified Audit”). The Partnership Representative shall (i) keep the Original Limited Partner Representative reasonably informed of the material developments and status of any such Specified Audit, (ii) permit the Original Limited Partner Representative (or its designee) to participate (including using separate counsel), in each case at the Original Limited Partners’ sole cost and expense, in any such Specified Audit, and (iii) promptly notify the Original Limited Partner Representative of receipt of a notice of a final partnership adjustment (or equivalent under applicable Laws) or a final decision of a court or IRS Appeals panel (or equivalent body under applicable Laws) with respect to such Specified Audit. The Partnership Representative or the Partnership shall promptly provide the Original Limited Partner Representative with copies of all material correspondence between the Partnership Representative or the Partnership (as applicable) and any Governmental Entity in connection with such Specified Audit and shall give the Original Limited Partner Representative a reasonable opportunity to review and comment on any material correspondence, submission (including settlement or compromise offers) or filing in connection with any such Specified Audit. Additionally, the Partnership Representative shall not (and the Partnership shall not (and shall not authorize the Partnership Representative to)) settle, compromise or abandon any Specified Audit in a manner that would reasonably be expected to have a disproportionate (compared to the Special Limited Partner) and material adverse effect on the Original Limited Partners without the Original Limited Partner Representative’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). The Partnership Representative shall obtain the prior written consent of the Original Limited Partner Representative (which consent shall not be unreasonably withheld, delayed or conditioned) before (i) making an election under Section 6226(a) of the Code (or any analogous provision of state or local Law) (a “Push-Out Election”) or (ii) taking any material action under the BBA Rules that would reasonably be expected to have a disproportionate (compared to the Special Limited Partner) and material adverse effect on the Original Limited Partners, in the case of clauses (i) and (ii)Board. (d) Notwithstanding anything The Company must indemnify and reimburse the Designated Individual for all reasonable expenses, including legal and accounting fees, claims, liabilities, losses and damages incurred in connection with any administrative or judicial proceeding with respect to the contrary contained in this Agreement, in the event of any conflict between Section 9.1 tax liability of the Business Combination Members. The payment of such expenses must be made before any distributions are made to the Members under this Agreement and this Agreement, Section 9.1 of the Business Combination Agreement shall control. The Partnership, the Partnership Representative, the General Partner, and the Partners hereby acknowledge and agree to the foregoing sentence and expressly agree to be bound before any discretionary reserves are set aside by the terms of Section 9.1 of the Business Combination AgreementBoard. (e) This Section 9.3 shall be interpreted Each Member must take all actions that the Board informs it are reasonably necessary to apply to Partners and former Partners and shall survive the Transfer of effect a Partner’s Partnership Units and the termination, dissolution, liquidation and winding up decision of the Partnership and, for this purpose Board with respect to the extent Partnership Audit Rules, including without limitation (i) providing any information reasonably requested in connection with any tax audit or related proceeding (which information may be freely disclosed to the Internal Revenue Service or other relevant taxing authorities), (ii) paying all liabilities attributable to such Member as the result of an election under Code Section 6226, (iii) filing any amended returns that the Board determines to be necessary or appropriate to reduce an imputed underpayment under Code Section 6225(c) and/or (iv) paying all liabilities associated with such an amended return. The costs and expenses incurred by a Member in connection with the preceding sentence (other than the Designated Individual in its capacity as such) will not prohibited by applicable Law, the Partnership shall be treated as continuing Company expenses and will not be reimbursed by the Company. (f) If any tax audit results in existencethe imposition of a tax liability on the Company itself, the Board is authorized to allocate the economic burden of that liability (including interest and penalties) among the Members (including both current and former Members) based upon their interests in the Company for the “Reviewed Year” (as defined in Section 6225(d)(1) of the Code. If requested in writing by the Board, each Member must pay to the Company the amount allocated to it under the preceding sentence within ten (10) Business Days of notice thereof. Such payment (i) may, at the Board’s discretion, be made by withholding distributions that would otherwise be paid to a Member, and (ii) will not be treated as a Capital Contribution for purposes of determining a Member’s Unreturned Capital or any right to distributions hereunder. (g) Notwithstanding any other provision of this Agreement to the contrary, each Member agrees that its obligations to comply with this Section 10.7.2(g) will survive any transfer of its Membership Interest and the dissolution of the Company. Accordingly, each Person that ceases to be a Member will, notwithstanding such divestiture, reimburse and indemnify the Company against any liability that would be allocated to such Person under Section 10.7.2(f) if the Person were a Member at the time of determination.