Common use of Partnership Representative Clause in Contracts

Partnership Representative. (a) For each taxable year of the Partnership, the General Partner shall be entitled to designate the “partnership representative” of the Partnership within the meaning of Section 6223 of the Code (the “Partnership Representative”). The General Partner is hereby authorized to take any actions necessary under the Revised Audit Rules or other guidance to effect such designation with respect to each taxable year of the Partnership (and the Partnership Representative is authorized to take any actions specified under the Revised Audit Rules or any applicable state statute or local law), and the Partnership shall comply with any requirements necessary to effect such designation. Each Partner hereby consents to such designations and agrees that upon the request of the Partnership Representative, such Partner will execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. 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 audit or proceeding subject to the Consent of the Management Representative (not to be unreasonably withheld, conditioned or delayed). (b) The Partnership Representative shall use its commercially reasonable efforts to apply the rules and elections under the Revised Audit Rules in a manner that minimizes 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 than a predecessor in interest). The Partnership Representative is hereby authorized to take any action reasonably required to cause the financial burden of any “imputed underpayment” (as determined under Section 6225 of the Code) and associated interest, adjustments to tax and penalties arising from a partnership-level adjustment that are imposed on the Partnership (an “Imputed Underpayment”) to be borne by the Partners to whom such 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 Representative in connection with such 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 only be required to file any such amended tax return with the consent of the Management Representative (such consent not to be unreasonably withheld, conditioned or delayed); provided, further, that no Partner shall be required to file any such amended tax return in connection with any Imputed Underpayment that is de minimis as compared to the costs of preparing and filing such an amended tax return. For 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 and the Partnership to take any and all actions that are reasonably necessary under applicable U.S. federal income tax law (as such law may be revised from time to time) to cause the Partnership to make the election set forth in Section 6226(a) of the Code if the Partnership Representative decides to make such election, and (ii) expressly agrees to take any action, and furnish the Partnership Representative with any information necessary, to give effect to such election. Each Partner hereby severally indemnifies and holds the Partnership, the General Partner and the Partnership Representative harmless for such Partner’s respective portion of the financial burden of an Imputed Underpayment as provided in the foregoing sentences and in furtherance thereof, each Partner agrees (A) to pay such amount to the Partnership within fifteen (15) days following the Partnership’s request for payment (and any failure to pay such amount shall result in interest on such amount calculated at the prime rate plus two percent (2%)) and (B) that any amounts otherwise distributable to such Partner may be applied in satisfaction of such obligations. Except with the express written consent of the General Partner, each Partner shall be jointly and severally liable with their predecessors in interest, if any, for amounts owed hereunder in respect of any predecessor in interest to such Partner. No Partner shall file a notice with the IRS under Section 6222(c)(1)(B) of the Code in connection with such Partner’s intention to treat an item on such Partner’s U.S. federal income tax return in a manner that is inconsistent with the treatment of such item on the Partnership’s U.S. federal income tax return unless such Partner has, not less than thirty (30) days prior to the filing of such notice, provided the Partnership with a copy of the notice and thereafter in a timely manner provides such other information related thereto as the General Partner shall reasonably request. (c) The Partnership Representative shall employ experienced tax counsel to represent the Partnership in connection with any audit or investigation of the Partnership by the IRS and in connection with all subsequent administrative and judicial proceedings arising out of such audit. The fees and expenses of such tax counsel, and all reasonable expenses incurred by the Partnership Representative in serving as the Partnership Representative, 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, at their expense, to employ tax counsel to represent their respective separate interests.

Partnership Representative. (a) For each taxable year of The General Partner is hereby designated as the PartnershipPartnership Representative. In addition, the General Partner shall be entitled to designate the “partnership representative” of the Partnership within the meaning of Section 6223 of the Code (the “Partnership Representative”). The General Partner is hereby authorized to take designate or remove any other Person selected by General Partner as the Partnership Representative; provided that all actions necessary under taken by the Revised Audit Rules or other guidance Partnership Representative pursuant to effect such designation with respect this Section 9.3 shall be subject to each taxable year the overall oversight and authority of the Partnership (and Board. For each Fiscal Year in which the Partnership Representative is authorized to take any actions specified under the Revised Audit Rules or any applicable state statute or local law)an entity, and the Partnership shall comply appoint the “designated individual” identified by the Partnership Representative and approved by the Board to act on its behalf in accordance with any requirements necessary to effect such designationthe applicable Regulations or analogous provisions of state or local Law. Each Partner hereby expressly consents to such designations and agrees to take, and that upon the request of General Partner is authorized to take (or cause the Partnership Representativeto take), such Partner will execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents other actions as may be necessary or appropriate advisable pursuant to Regulations or other Internal Revenue Service or Treasury guidance or state or local Law to cause such designations or evidence such consentPartner’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 Management 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 audit correspondence, submission (including settlement or proceeding asserting compromise offers) or filing in connection with any tax liability related to the Partnership and such Specified Audit. Additionally, the Partnership Representative shall only settle not (and the Partnership shall not (and shall not authorize the Partnership Representative to)) settle, compromise or compromise abandon any such audit or proceeding subject Specified Audit in a manner that would reasonably be expected to have a disproportionate (compared to the Consent of Special Limited Partner) and material adverse effect on the Management Representative Original Limited Partners without the Original Limited Partner Representative’s prior written consent (which consent shall not to be unreasonably withheld, conditioned delayed or delayed). (b) The Partnership Representative shall use its commercially reasonable efforts to apply the rules and elections under the Revised Audit Rules in a manner that minimizes 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 than a predecessor in interestconditioned). The Partnership Representative is hereby authorized to take any action reasonably required to cause shall obtain the financial burden of any “imputed underpayment” (as determined under Section 6225 of the Code) and associated interest, adjustments to tax and penalties arising from a partnership-level adjustment that are imposed on the Partnership (an “Imputed Underpayment”) to be borne by the Partners to whom such 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 Representative in connection with such 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 only be required to file any such amended tax return with the prior written consent of the Management Original Limited Partner Representative (such which consent shall not to be unreasonably withheld, conditioned delayed or delayed); provided, further, that no Partner shall be required to file any such amended tax return in connection with any Imputed Underpayment that is de minimis as compared to the costs of preparing and filing such an amended tax return. For 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 conditioned) before (i) expressly authorizes the Partnership Representative and the Partnership to take any and all actions that are reasonably necessary making an election under applicable U.S. federal income tax law (as such law may be revised from time to time) to cause the Partnership to make the election set forth in Section 6226(a) of the Code if (or any analogous provision of state or local Law) (a “Push-Out Election”) or (ii) taking any material action under the Partnership Representative decides BBA Rules that would reasonably be expected to make such electionhave 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) expressly agrees Notwithstanding anything to take the contrary contained in this Agreement, in the event of any actionconflict between Section 9.1 of the Business Combination Agreement and this Agreement, and furnish Section 9.1 of the Partnership Representative with any information necessary, to give effect to such electionBusiness Combination Agreement shall control. Each Partner hereby severally indemnifies and holds the 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 thereofRepresentative, each Partner agrees (A) to pay such amount to the Partnership within fifteen (15) days following the Partnership’s request for payment (and any failure to pay such amount shall result in interest on such amount calculated at the prime rate plus two percent (2%)) and (B) that any amounts otherwise distributable to such Partner may be applied in satisfaction of such obligations. Except with the express written consent of the General Partner, each Partner shall and the Partners hereby acknowledge and agree to the foregoing sentence and expressly agree to be jointly and severally liable with their predecessors in interest, if any, for amounts owed hereunder in respect bound by the terms of any predecessor in interest to such Partner. No Partner shall file a notice with the IRS under Section 6222(c)(1)(B) 9.1 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 requestBusiness Combination Agreement. (ce) The This Section 9.3 shall be interpreted to apply to Partners and former Partners and shall survive the Transfer of a Partner’s Partnership Representative shall employ experienced tax counsel to represent Units and the Partnership in connection with any audit or investigation termination, dissolution, liquidation and winding up of the Partnership and, for this purpose to the extent not prohibited by the IRS and in connection with all subsequent administrative and judicial proceedings arising out of such audit. The fees and expenses of such tax counselapplicable Law, 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, at their expense, to employ tax counsel to represent their respective separate intereststreated as continuing in existence.

Partnership Representative. (a) For each taxable year of the Partnership, the General Partner shall be entitled to designate The Managing Member is hereby designated as the “partnership representative” of the Partnership within the meaning of pursuant to Section 6223 6223(a) of the Code (in such capacity, the “Partnership Representative”). The General Partner In addition, the Managing Member is hereby authorized to take designate or remove any actions necessary under other Person selected by Managing Member as the Revised Audit Rules or other guidance to effect such designation Partnership Representative (with respect to each taxable year the approval of the Original Member Representative, such approval not to be unreasonably withheld, delayed, or conditioned); provided that all actions taken by the Partnership (Representative pursuant to this Section 10.3 shall be subject to the overall oversight and authority of the Board. For each Fiscal Year in which the Partnership Representative is authorized an entity, the Company shall appoint the “designated individual” identified by the Partnership Representative and approved by the Board to take any actions specified under act on its behalf in accordance with the Revised Audit Rules applicable Regulations or any applicable analogous provisions of state statute or local law), and the Partnership shall comply with any requirements necessary to effect such designationLaw. Each Partner Member hereby expressly consents to such designations and agrees to take, and that upon the request of Managing Member is authorized to take (or cause the Partnership RepresentativeCompany to take), such Partner will execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents other actions as may be necessary or appropriate advisable pursuant to Regulations or other Internal Revenue Service or Treasury guidance or state or local Law to cause such designations or evidence such consentMember’s consent to such designations. (b) Subject to this Section 10.3, the Partnership Representative shall have the sole authority to act on behalf of the 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 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 Member Representative of the commencement of any Audit of the Company or any of its Subsidiaries (a “Specified Audit”). The Partnership Representative shall (i) keep the Management Original Member Representative reasonably informed of the material developments and status of any such Specified Audit, (ii) permit the Original Member Representative (or its designee) to participate (including using separate counsel), in each case at the Original Members’ sole cost and expense, in any such Specified Audit, and (iii) promptly notify the Original 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 Company shall promptly provide the Original Member Representative with copies of all material correspondence between the Partnership Representative or the Company (as applicable) and any Governmental Entity in connection with such Specified Audit and shall give the Original Member Representative a reasonable opportunity to review and comment on any material audit correspondence, submission (including settlement or proceeding asserting compromise offers) or filing in connection with any tax liability related to the Partnership and such Specified Audit. Additionally, the Partnership Representative shall only settle not (and the Company shall not (and shall not authorize the Partnership Representative to)) settle, compromise or compromise abandon any such audit or proceeding subject Specified Audit in a manner that would reasonably be expected to have a disproportionate (compared to the Consent of Managing Member) and material adverse effect on the Management Representative Original Members without the Original Member Representative’s prior written consent (which consent shall not to be unreasonably withheld, conditioned delayed or delayed). (b) The Partnership Representative shall use its commercially reasonable efforts to apply the rules and elections under the Revised Audit Rules in a manner that minimizes 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 than a predecessor in interestconditioned). The Partnership Representative is hereby authorized to take any action reasonably required to cause shall obtain the financial burden of any “imputed underpayment” (as determined under Section 6225 of the Code) and associated interest, adjustments to tax and penalties arising from a partnership-level adjustment that are imposed on the Partnership (an “Imputed Underpayment”) to be borne by the Partners to whom such 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 Representative in connection with such 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 only be required to file any such amended tax return with the prior written consent of the Management Original Member Representative (such which consent shall not to be unreasonably withheld, conditioned delayed or delayed); provided, further, that no Partner shall be required to file any such amended tax return in connection with any Imputed Underpayment that is de minimis as compared to the costs of preparing and filing such an amended tax return. For 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 conditioned) before (i) expressly authorizes the Partnership Representative and the Partnership to take any and all actions that are reasonably necessary making an election under applicable U.S. federal income tax law (as such law may be revised from time to time) to cause the Partnership to make the election set forth in Section 6226(a) of the Code if (or any analogous provision of state or local Law) (a “Push-Out Election”) or (ii) taking any material action under the Partnership Representative decides BBA Rules that would reasonably be expected to make such electionhave a disproportionate (compared to the Managing Member) and material adverse effect on the Original Members, in the case of clauses (i) and (ii) expressly agrees to take any action, and furnish the Partnership Representative with any information necessary, to give effect to such election. Each Partner hereby severally indemnifies and holds the Partnership, the General Partner and the Partnership Representative harmless for such Partner’s respective portion of the financial burden of an Imputed Underpayment as provided in the foregoing sentences and in furtherance thereof, each Partner agrees (A) to pay such amount to the Partnership within fifteen (15) days following the Partnership’s request for payment (and any failure to pay such amount shall result in interest on such amount calculated at the prime rate plus two percent (2%)) and (B) that any amounts otherwise distributable to such Partner may be applied in satisfaction of such obligations. Except with the express written consent of the General Partner, each Partner shall be jointly and severally liable with their predecessors in interest, if any, for amounts owed hereunder in respect of any predecessor in interest to such Partner. No Partner shall file a notice with the IRS under Section 6222(c)(1)(B) of the Code in connection with such Partner’s intention to treat an item on such Partner’s U.S. federal income tax return in a manner that is inconsistent with the treatment of such item on the Partnership’s U.S. federal income tax return unless such Partner has, not less than thirty (30) days prior to the filing of such notice, provided the Partnership with a copy of the notice and thereafter in a timely manner provides such other information related thereto as the General Partner shall reasonably request. (cd) The Partnership Representative shall employ experienced tax counsel Notwithstanding anything to represent the Partnership contrary contained in connection with this Agreement, in the event of any audit or investigation conflict between Section 7.1 of the Partnership by Business Combination Agreement and this Agreement, Section 7.1 of the IRS and in connection with all subsequent administrative and judicial proceedings arising out of such auditBusiness Combination Agreement shall control. The fees and expenses of such tax counselCompany, and all reasonable expenses incurred by the Partnership Representative in serving as the Partnership Representative, the Managing Member, and the Members hereby acknowledge and agree to the foregoing sentence and expressly agree to be bound by the terms of Section 7.1 of the Business Combination Agreement. (e) This Section 10.3 shall be Partnership expenses interpreted to apply to Members and former Members and shall be paid survive the Transfer of a Member’s Company Units and the termination, dissolution, liquidation and winding up of the Company and, for this purpose to the extent not prohibited by applicable Law, the Partnership. Notwithstanding the foregoing, it Company 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 intereststreated as continuing in existence.

Partnership Representative. Unless otherwise determined by the Board, the Manager is hereby designated the Partnership Representative of the Company and its Subsidiaries, and is hereby directed and authorized to take whatever steps it, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS or any other Taxing Authority, taking such other action as may from time to time be required under the Treasury Regulations and directing the Board to take or approve any of the foregoing actions. If a Designated Individual is required to be appointed under the Partnership Audit Rules, the Partnership Representative shall designate the individual to serve as the Designated Individual and such Designated Individual shall be subject to replacement by the Partnership Representative in accordance with the Code and the Treasury Regulations. Any Person that the Partnership Representative designates to interact with the IRS or any other Taxing Authority shall be treated as, and subject to the requirements and obligations of, the Partnership Representative for purposes of this Section 8.2. Each Member shall use reasonable efforts to take all actions required to cause such designations to be effective under the Partnership Audit Rules. (a) For each taxable year Subject to Section 6.1, the Partnership Representative shall be authorized to manage any audit, examination or other administrative or judicial proceeding relating to any Tax matters of the PartnershipCompany and its Subsidiaries; provided, that the General Partner Partnership Representative shall be entitled (i) diligently conduct any such proceedings in good faith, (ii) promptly notify each Member in writing (1) of the commencement of any tax audit, examination, or other administrative or judicial proceeding and (2) upon the receipt of a notice of final partnership administrative adjustment or final partnership adjustment, (iii) keep each Member reasonably informed of the progress of any audits, examinations or other administrative or judicial proceedings, (iv) consult with the GATX Member and the Blocker Member in connection with any audits, examinations or other administrative or judicial proceedings about strategy and give such Members the opportunity (at the sole cost and expense of such Members) to designate attend any scheduled meetings with the Taxing Authority in such audit, examination, or other administrative or judicial proceeding, (v) provide each Member with a reasonable opportunity to comment on material written submissions to any Taxing Authority and consider, in good faith, any reasonable comments on such written submissions. Notwithstanding any contrary provisions in this Agreement, to the extent any action or intentional omission by the Partnership Representative in its capacity as a “partnership representative” of the Partnership within the meaning of Section 6223 6223(a) of the Code could reasonably be expected to result in a materially adverse impact on the GATX Member or the Blocker Member (or its Affiliates), then the “Partnership Representative”). The General Partner is hereby authorized to take any actions necessary under the Revised Audit Rules or other guidance to effect such designation with respect to each taxable year prior written consent of the Partnership GATX Member or the Blocker Member, as applicable, shall be required (and the Partnership Representative is authorized to take any actions specified under the Revised Audit Rules or any applicable state statute or local law), and the Partnership which consent shall comply with any requirements necessary to effect such designation. Each Partner hereby consents to such designations and agrees that upon the request of the Partnership Representative, such Partner will execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. 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 audit or proceeding subject to the Consent of the Management Representative (not to be unreasonably withheld, conditioned or delayed). (b) The Partnership Representative shall use its commercially reasonable efforts to apply If the rules and elections under the Revised Audit Rules in IRS adjusts any items of Company taxable income, gain, loss, deduction or credit for a manner that minimizes the likelihood that any Partner would bear any material tax, interest or penalties as given year (a result of any audit or proceeding that is attributable to another Partner (other than a predecessor in interest“Review Year”). The Partnership Representative is hereby authorized to take any action reasonably required to cause the financial burden of any “imputed underpayment” (as determined under Section 6225 of the Code) and associated interest, adjustments to tax and penalties arising from a partnership-level adjustment that are imposed on the Partnership (an “Imputed Underpayment”) to be borne by the Partners to whom such 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 if the Partnership Representative in connection with such 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 only be required to file any such amended tax return with the consent of the Management Representative (such consent not to be unreasonably withheld, conditioned or delayed); provided, further, that no Partner shall be required to file any such amended tax return in connection with any Imputed Underpayment that Company is de minimis as compared to the costs of preparing and filing such an amended tax return. For 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 and the Partnership to take any and all actions that are reasonably necessary permitted under applicable U.S. federal income tax law (as such law may be revised from time to time) to cause the Partnership to make the election set forth in Section 6226(a) of the Code if and Treasury Regulations to either pay Tax at the Company level or to elect to pass the adjustment through to the Members (a “Push-Out Election”), the Board shall determine whether to make a Push-Out Election. If such a Push-Out Election is made, the Company shall furnish to each Member a statement reflecting the Member’s share of the adjusted items as determined in the written notice of final partnership adjustment, and each such Member shall take such adjusted items into account as required under the Partnership Audit Rules and shall be liable for any related interest, penalty, addition to Tax, or additional amounts. Any Member that fails to take such adjusted items into account as required by the immediately preceding sentence shall indemnify and hold harmless the Company against any Tax collected by any Taxing Authority from the Company as a result of the Member’s failure. In the event a Member (or former Member) fails to pay any amount it is obligated to pay pursuant to this Section 8.2(b) by the deadline established by the Board: (i) the unpaid amount shall accrue interest at a rate reasonably determined by the Board; (ii) the Board may reduce subsequent distributions to such Member by such amount; and (iii) such Member (or former Member) shall be liable to the Company for any costs and damages incurred as a result of the delay in payment (without regard to whether the Company could have mitigated any such costs or damages). (c) In any case where an adjustment of Company taxable income, gain, loss, deduction or credit for a Review Year results in the payment of Tax by the Company (because no Push-Out Election was made or because no Push-Out Election was available), it is intended that the Members shall bear the economic responsibility for the payment of the Tax, penalty and interest paid by the Company in proportion to the manner in which such adjustments made by the IRS or other Taxing Authority would have been allocated to the Members based on their interests in the Company in the Review Year. If the Partnership Representative decides to does not make such electiona Push-Out Election for any reason, and (ii) expressly agrees the Company is held directly liable for any additional income Tax, interest, penalty or additional amounts under the Code or other applicable Law as a result of an adjustment to take any action, and furnish the Partnership Representative with any information necessary, to give effect to such election. Each Partner hereby severally indemnifies and holds the Partnership, the General Partner and the Partnership Representative harmless for such Partner’s respective portion of the financial burden of an Imputed Underpayment as provided in the foregoing sentences and in furtherance thereofCompany’s U.S. federal, state or local Income Tax Returns, each Partner agrees (A) to pay such amount to the Partnership within fifteen (15) days following the Partnership’s request for payment (and any failure to pay such amount shall result in interest on such amount calculated at the prime rate plus two percent (2%)) and (B) that any amounts otherwise distributable to such Partner may be applied in satisfaction of such obligations. Except with the express written consent of the General Partner, each Partner Member shall be jointly and severally liable with their predecessors in interestrequired, 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 upon thirty (30) days prior written demand from the Partnership Representative, to pay the Company its share (as reasonably determined by a certified public accountant engaged by the Partnership Representative on behalf of the Company) of any additional Tax, interest, penalty and additional amounts due (taking into account the effect of any Pull-In Election made by any Member pursuant to Section 8.2(d)). If a Person who was a Member of the Company in the Review Year has withdrawn from the Company, such former Member shall remain obligated to indemnify the Company and the other Members for such former Member’s proportionate share of the Tax, penalties and interest paid by the Company with respect to the filing of Review Year. In the event a Member (or former Member) fails to pay any amount it is obligated to pay pursuant to this Section 8.2(c) by the deadline established by the Board: (i) the unpaid amount shall accrue interest at a rate reasonably determined by the Board; (ii) the Board may reduce subsequent distributions to such notice, provided Member by such amount; and (iii) such Member (or former Member) shall be liable to the Partnership with Company for any costs and damages incurred as a copy result of the notice and thereafter delay in a timely manner provides payment (without regard to whether the Company could have mitigated any such other information related thereto as the General Partner shall reasonably requestcosts or damages). (cd) The Partnership Representative shall employ experienced tax counsel permit all Members who elect in writing to represent participate in the Partnership in connection with any audit or investigation “pull-in” procedure under Section 6225(c)(2)(B) of the Partnership by the IRS Code and in connection with all subsequent administrative and judicial proceedings arising out of such auditTreasury Regulations thereunder (a “Pull-In Election”). The fees and expenses of such tax counselAny Member may participate, and all reasonable expenses incurred no Member shall be obligated to participate, in any such Pull-In Election. Any economic benefit or burden associated with participating in such procedure will inure to the benefit of or be borne by each Member participating in the procedure to the extent attributable to such Member. No Person shall have the right to require any Member to amend a Tax Return pursuant to Section 6225(c)(2) of the Code nor prevent any Member from doing so, and the Partnership Representative in serving as the Partnership Representativeshall take all actions reasonably necessary to effectuate any determination of any Member pursuant to this Section 8.2(d). (e) Notwithstanding any other provision of this Agreement, (i) any Person who ceases to be a Member shall be Partnership expenses treated as a Member for purposes of this Section 8.2 and (ii) the obligations of a Member pursuant to this Section 8.2 shall be paid by survive any redemption or Transfer of a Membership Interest and the Partnership. Notwithstanding termination of this Agreement or the foregoing, it shall be the responsibility dissolution of the General Partner and of each Limited Partner, at their expense, to employ tax counsel to represent their respective separate interestsCompany.

Partnership Representative. (a) For each taxable year The 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 PartnershipCode, as in effect for taxable years of the General Partner shall be entitled Company beginning on or before December 31, 2017, and as the Company’s “partnership representative” as that term is defined in pursuant to designate Section 6223(a) of the Code for taxable years of the Company beginning after December 31, 2017 and ending prior to January 1, 2022. The Managing Member is hereby designated as the “partnership representative” of the Partnership within the meaning of pursuant to Section 6223 6223(a) of the Code (the “Partnership Representative”)for taxable years beginning on or after January 1, 2022. The General Partner is hereby authorized to take any actions necessary under the Revised Audit Rules or other guidance to effect such designation with respect to For each taxable year of the Partnership (and Fiscal Year in which the Partnership Representative is authorized an entity, the Company shall appoint the “designated individual” identified by the Partnership Representative and approved by the Board to take any actions specified under act on its behalf in accordance with the Revised Audit Rules applicable Regulations or any applicable analogous provisions of state statute or local law), and the Partnership shall comply with any requirements necessary to effect such designation. Each Partner Member hereby expressly consents to such designations and agrees to take, and that upon the request of Managing Member is authorized to take (or cause the Partnership RepresentativeCompany to take), such Partner will execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents other actions as may be necessary or appropriate advisable pursuant to Regulations or other Internal Revenue Service or Treasury guidance or state or local law to cause such designations or evidence such consentMember’s consent to such designations. (b) Subject to this Section 10.3, the Partnership Representative shall have the sole authority to act on behalf of the 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 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 Member Representative of the commencement of any Audit of the Company or any of its Subsidiaries (a “Specified Audit”). The Partnership Representative shall (i) keep the Management Original Member Representative reasonably informed of the material developments and status of any such Specified Audit, (ii) permit the Original Member Representative (or its designee) to participate (including using separate counsel), in each case at the Original Members’ sole cost and expense, in any such Specified Audit, and (iii) promptly notify the Original 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 Company shall promptly provide the Original Member Representative with copies of all material correspondence between the Partnership Representative or the Company (as applicable) and any governmental entity in connection with such Specified Audit and shall give the Original Member Representative a reasonable opportunity to review and comment on any material audit correspondence, submission (including settlement or proceeding asserting compromise offers) or filing in connection with any tax liability related to the Partnership and such Specified Audit. Additionally, the Partnership Representative shall only settle not (and the Company shall not (and shall not authorize the Partnership Representative to)) settle, compromise or compromise abandon any such audit or proceeding subject Specified Audit in a manner that would reasonably be expected to have a disproportionate (compared to PubCo) and material adverse effect on the Consent of Original Members without the Management Representative Original Member Representative’s prior written consent (which consent shall not to be unreasonably withheld, conditioned delayed or delayed). (b) The Partnership Representative shall use its commercially reasonable efforts to apply the rules and elections under the Revised Audit Rules in a manner that minimizes 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 than a predecessor in interestconditioned). The Partnership Representative is hereby authorized to take any action reasonably required to cause shall obtain the financial burden of any “imputed underpayment” (as determined under Section 6225 of the Code) and associated interest, adjustments to tax and penalties arising from a partnership-level adjustment that are imposed on the Partnership (an “Imputed Underpayment”) to be borne by the Partners to whom such 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 Representative in connection with such 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 only be required to file any such amended tax return with the prior written consent of the Management Original Member Representative (such which consent shall not to be unreasonably withheld, conditioned delayed or delayed); provided, further, conditioned) before taking any material action under the BBA Rules that no Partner shall would reasonably be required expected to file any such amended tax return in connection with any Imputed Underpayment that is de minimis as have a disproportionate (compared to the costs of preparing and filing such an amended tax return. For 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 and the Partnership to take any and all actions that are reasonably necessary under applicable U.S. federal income tax law (as such law may be revised from time to time) to cause the Partnership to make the election set forth in Section 6226(a) of the Code if the Partnership Representative decides to make such election, and (ii) expressly agrees to take any action, and furnish the Partnership Representative with any information necessary, to give effect to such election. Each Partner hereby severally indemnifies and holds the Partnership, the General Partner and the Partnership Representative harmless for such Partner’s respective portion of the financial burden of an Imputed Underpayment as provided in the foregoing sentences and in furtherance thereof, each Partner agrees (A) to pay such amount to the Partnership within fifteen (15) days following the Partnership’s request for payment (and any failure to pay such amount shall result in interest on such amount calculated at the prime rate plus two percent (2%)PubCo) and (B) that any amounts otherwise distributable to such Partner may be applied in satisfaction of such obligations. Except with the express written consent of the General Partner, each Partner shall be jointly and severally liable with their predecessors in interest, if any, for amounts owed hereunder in respect of any predecessor in interest to such Partner. No Partner shall file a notice with the IRS under Section 6222(c)(1)(B) of the Code in connection with such Partner’s intention to treat an item on such Partner’s U.S. federal income tax return in a manner that is inconsistent with the treatment of such item material adverse effect 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 requestOriginal Members. (cd) The Partnership Representative shall employ experienced tax counsel Notwithstanding anything to represent the Partnership contrary contained in connection with this Agreement, in the event of any audit or investigation conflict between Section 7.1 of the Partnership by Business Combination Agreement and this Agreement, Section 7.1 of the IRS and in connection with all subsequent administrative and judicial proceedings arising out of such auditBusiness Combination Agreement shall control. The fees and expenses of such tax counselCompany, and all reasonable expenses incurred by the Partnership Representative in serving as the Partnership Representative, the Managing Member, and the Members hereby acknowledge and agree to the foregoing sentence and expressly agree to be bound by the terms of Section 7.1 of the Business Combination Agreement. (e) This Section 10.3 shall be Partnership expenses interpreted to apply to Members and former Members and shall be paid survive the Transfer of a Member’s Company Units and the termination, dissolution, liquidation and winding up of the Company and, for this purpose to the extent not prohibited by applicable law, the Partnership. Notwithstanding the foregoing, it Company 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 intereststreated as continuing in existence.

Partnership Representative. (a) For each taxable year of the Partnership, the General Partner shall be entitled to designate PubCo is hereby designated as the “partnership representative” as that term is defined in Revised Partnership Audit Provisions for taxable years of the Partnership within Company beginning with the meaning of Section 6223 of taxable year including the Code (Effective Date. In addition, the “Partnership Representative”). The General Partner OpCo Board is hereby authorized to take designate or remove any actions necessary under other Person selected by the Revised Audit Rules or other guidance to effect such designation with respect to each taxable year of OpCo Board as the Partnership (and Representative. For each Fiscal Year in which the Partnership Representative is authorized an entity, the Company shall appoint an individual identified by the Partnership Representative for such Fiscal Year to take any actions specified under act on its behalf (the Revised Audit Rules “Designated Individual”) in accordance with the applicable regulations or any applicable analogous provisions of state statute or local law), and the Partnership shall comply with any requirements necessary to effect such designationLaw. Each Partner Member hereby expressly consents to such designations and agrees to take, and that upon the request of OpCo Board is authorized to take (or cause the Partnership RepresentativeCompany to take), such Partner will execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents other actions as may be necessary or appropriate 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 consentMember’s consent to such designations. (b) Subject to this Section 5.08, the Partnership Representative shall have the sole authority to act on behalf of the Company in connection with, make all relevant decisions regarding application of, and to exercise the rights and powers provided for in the Revised Partnership Audit Provisions, including making any elections under the Revised Partnership Audit Provisions 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 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 Continuing Member Representative of the commencement of any Audit of the 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 Management Continuing Member Representative reasonably informed of the material developments and status of any such Specified Audit, (ii) permit the Continuing Member Representative (or its designee) to participate (including using separate counsel), in each case at the Continuing Members’ sole cost and expense, in any such Specified Audit, and (iii) promptly notify the 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 Company shall promptly provide the Continuing Member Representative with copies of all material correspondence between the Partnership Representative or the Company (as applicable) and any governmental entity in connection with such Specified Audit and shall give the Continuing Member Representative a reasonable opportunity to review and comment on any material audit correspondence, submission (including settlement or proceeding asserting compromise offers) or filing in connection with any tax liability related to the Partnership and such Specified Audit. Additionally, the Partnership Representative shall only settle not (and the Company shall not (and shall not authorize the Partnership Representative to)) settle, compromise or compromise abandon any such audit or proceeding subject Specified Audit in a manner that would reasonably be expected to have a disproportionate (compared to PubCo) and material adverse effect on the Consent of Continuing Members without the Management Representative Requisite Continuing Members’ prior written consent (which consent shall not to be unreasonably withheld, conditioned delayed or delayed). (b) The Partnership Representative shall use its commercially reasonable efforts to apply the rules and elections under the Revised Audit Rules in a manner that minimizes 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 than a predecessor in interestconditioned). The Partnership Representative is hereby authorized to take any action reasonably required to cause shall obtain the financial burden prior written consent of any “imputed underpayment” the Requisite Continuing Members (as determined which consent shall not be unreasonably withheld, delayed or conditioned) before (i) making an election under Section 6225 6226(a) of the CodeCode (or any analogous provision of state or local Law) or (ii) taking any material action under the Revised Partnership Audit Provisions that would reasonably be expected to have a disproportionate (compared to PubCo) and associated interest, adjustments to tax and penalties arising from a partnership-level adjustment that are imposed material adverse effect on the Partnership Continuing 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 “Imputed Underpayment”election under Section 6226(a) of the Code with respect to be borne by taxable periods that began on or before the Partners to whom such Imputed Underpayment relates as reasonably determined Effective Time. (d) All expenses incurred 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 Representative Designated Individual in connection with such Imputed Underpaymentits duties as partnership representative or designated individual, including by filing an amended tax return pursuant to Treasury Regulations section 301.6225-2(d)(2); providedas applicable, however, that any Holder of Partnership Class PI Common Units shall only be required to file any such amended tax return with the consent expenses of the Management Representative Company (such consent not to be unreasonably withheldincluding, conditioned or delayed); provided, further, that no Partner shall be required to file any such amended tax return in connection with any Imputed Underpayment that is de minimis as compared to the costs of preparing and filing such an amended tax return. For for the avoidance of doubt, each Partner shall bear its own any costs and expenses incurred in connection with making any amended 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 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 filings advisers, or complying with other professional advisers or experts to assist the alternative procedure Partnership Representative or Designated Individual in Treasury Regulations section 301.6225-2(d)(2)(x)discharging its duties hereunder. By executing 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 Agreement or a counterpart hereof, each Partner Section 5.08 absent (i) expressly authorizes 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 and the Partnership to take any and all actions that are reasonably necessary under applicable U.S. federal income tax law (or Designated Individual, as such law may be revised from time to time) to cause the Partnership to make the election set forth in Section 6226(a) of the Code if the Partnership Representative decides to make such election, and (ii) expressly agrees to take any action, and furnish the Partnership Representative with any information necessary, to give effect to such election. Each Partner hereby severally indemnifies and holds the Partnership, the General Partner and the Partnership Representative harmless for such Partner’s respective portion of the financial burden of an Imputed Underpayment as provided in the foregoing sentences and in furtherance thereof, each Partner agrees (A) to pay such amount to the Partnership within fifteen (15) days following the Partnership’s request for payment (and any failure to pay such amount shall result in interest on such amount calculated at the prime rate plus two percent (2%)) and (B) that any amounts otherwise distributable to such Partner may be applied in satisfaction of such obligations. Except with the express written consent of the General Partner, each Partner shall be jointly and severally liable with their predecessors in interest, if any, for amounts owed hereunder in respect of any predecessor in interest to such Partner. No Partner shall file a notice with the IRS under Section 6222(c)(1)(B) of the Code in connection with such Partner’s intention to treat an item on such Partner’s U.S. federal income tax return in a manner that is inconsistent with the treatment of such item on the Partnership’s U.S. federal income tax return unless such Partner has, not less than thirty (30) days prior to the filing of such notice, provided the Partnership with a copy of the notice and thereafter in a timely manner provides such other information related thereto as the General Partner shall reasonably requestapplicable. (ce) The Partnership Representative shall employ experienced tax counsel to represent the Partnership in connection with any audit or investigation of the Partnership by the IRS and in connection with all subsequent administrative and judicial proceedings arising out of such audit. The fees and expenses of such tax counselCompany, and all reasonable expenses incurred by the Partnership Representative in serving as the Partnership Representative, shall and the Members expressly agree to be Partnership expenses and shall be paid bound by the Partnership. Notwithstanding the foregoing, it shall be the responsibility terms of the General Partner and of each Limited Partner, at their expense, to employ tax counsel to represent their respective separate interests.Section 10.03

Partnership Representative. (a) For each taxable year of the Partnership, the General Partner shall be entitled to designate 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 Partnership within Company beginning with the meaning of Section 6223 of taxable year including the Code (Effective Date. In addition, the “Partnership Representative”). The General Partner Managing Member is hereby authorized to take designate or remove any actions necessary under other Person selected by the Revised Audit Rules or other guidance to effect such designation with respect to each taxable year of Managing Member as the Partnership (and Representative. For each Fiscal Year in which the Partnership Representative is authorized an entity, the Company shall appoint an individual identified by the Partnership Representative for such Fiscal Year to take any actions specified under act on its behalf (the Revised Audit Rules “Designated Individual”) in accordance with the applicable regulations or any applicable analogous provisions of state statute or local law), and the Partnership shall comply with any requirements necessary to effect such designationLaw. Each Partner Member hereby expressly consents to such designations and agrees to take, and that upon the request of Managing Member is authorized to take (or cause the Partnership RepresentativeCompany to take), such Partner will execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents other actions as may be necessary or appropriate 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 consentMember’s consent to such designations. (b) Subject to this Section 5.08, the Partnership Representative shall have the sole authority to act on behalf of the Company in connection with, make all relevant decisions regarding application of, and to exercise the rights and powers provided for in the Revised Partnership Audit Provisions, including making any elections under the Revised Partnership Audit Provisions 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 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 Continuing Member Representative of the commencement of any Audit of the 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 Management Continuing Member Representative reasonably informed of the material developments and status of any such Specified Audit, (ii) permit the Continuing Member Representative (or its designee) to participate (including using separate counsel), in each case at the Continuing Members’ sole cost and expense, in any such Specified Audit, and (iii) promptly notify the 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 Company shall promptly provide the Continuing Member Representative with copies of all material correspondence between the Partnership Representative or the Company (as applicable) and any governmental entity in connection with such Specified Audit and shall give the Continuing Member Representative a reasonable opportunity to review and comment on any material audit correspondence, submission (including settlement or proceeding asserting compromise offers) or filing in connection with any tax liability related to the Partnership and such Specified Audit. Additionally, the Partnership Representative shall only settle not (and the Company shall not (and shall not authorize the Partnership Representative to)) settle, compromise or compromise abandon any such audit or proceeding subject Specified Audit in a manner that would reasonably be expected to have a disproportionate (compared to the Consent of Managing Member) and material adverse effect on the Management Representative Continuing Members without the Requisite Members’ prior written consent (which consent shall not to be unreasonably withheld, conditioned delayed or delayed). (b) The Partnership Representative shall use its commercially reasonable efforts to apply the rules and elections under the Revised Audit Rules in a manner that minimizes 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 than a predecessor in interestconditioned). The Partnership Representative is hereby authorized to take any action reasonably required to cause shall obtain the financial burden prior written consent of any “imputed underpayment” the Requisite Members (as determined which consent shall not be unreasonably withheld, delayed or conditioned) before (i) making an election under Section 6225 6226(a) of the CodeCode (or any analogous provision of state or local Law) or (ii) 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 associated interest, adjustments to tax and penalties arising from a partnership-level adjustment that are imposed material adverse effect on the Partnership Continuing Members, in the case of clauses (i) and (ii); provided that no consent from the Requisite Members is required in order to make an “Imputed Underpayment”election under Section 6226(a) of the Code with respect to be borne by taxable periods that began on or before the Partners to whom such Imputed Underpayment relates as reasonably determined Effective Time. (d) All expenses incurred 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 Representative Designated Individual in connection with such Imputed Underpaymentits duties as partnership representative or designated individual, including by filing an amended tax return pursuant to Treasury Regulations section 301.6225-2(d)(2); providedas applicable, however, that any Holder of Partnership Class PI Common Units shall only be required to file any such amended tax return with the consent expenses of the Management Representative Company (such consent not to be unreasonably withheldincluding, conditioned or delayed); provided, further, that no Partner shall be required to file any such amended tax return in connection with any Imputed Underpayment that is de minimis as compared to the costs of preparing and filing such an amended tax return. For for the avoidance of doubt, each Partner shall bear its own any costs and expenses incurred in connection with making any amended 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 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 filings advisers, or complying with other professional advisers or experts to assist the alternative procedure Partnership Representative or Designated Individual in Treasury Regulations section 301.6225-2(d)(2)(x)discharging its duties hereunder. By executing 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 Agreement or a counterpart hereof, each Partner Section 5.08 absent (i) expressly authorizes 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 and the Partnership to take any and all actions that are reasonably necessary under applicable U.S. federal income tax law (or Designated Individual, as such law may be revised from time to time) to cause the Partnership to make the election set forth in Section 6226(a) of the Code if the Partnership Representative decides to make such election, and (ii) expressly agrees to take any action, and furnish the Partnership Representative with any information necessary, to give effect to such election. Each Partner hereby severally indemnifies and holds the Partnership, the General Partner and the Partnership Representative harmless for such Partner’s respective portion of the financial burden of an Imputed Underpayment as provided in the foregoing sentences and in furtherance thereof, each Partner agrees (A) to pay such amount to the Partnership within fifteen (15) days following the Partnership’s request for payment (and any failure to pay such amount shall result in interest on such amount calculated at the prime rate plus two percent (2%)) and (B) that any amounts otherwise distributable to such Partner may be applied in satisfaction of such obligations. Except with the express written consent of the General Partner, each Partner shall be jointly and severally liable with their predecessors in interest, if any, for amounts owed hereunder in respect of any predecessor in interest to such Partner. No Partner shall file a notice with the IRS under Section 6222(c)(1)(B) of the Code in connection with such Partner’s intention to treat an item on such Partner’s U.S. federal income tax return in a manner that is inconsistent with the treatment of such item on the Partnership’s U.S. federal income tax return unless such Partner has, not less than thirty (30) days prior to the filing of such notice, provided the Partnership with a copy of the notice and thereafter in a timely manner provides such other information related thereto as the General Partner shall reasonably requestapplicable. (ce) The Partnership Representative shall employ experienced tax counsel to represent the Partnership in connection with any audit or investigation of the Partnership by the IRS and in connection with all subsequent administrative and judicial proceedings arising out of such audit. The fees and expenses of such tax counselCompany, and all reasonable expenses incurred by the Partnership Representative in serving as the Partnership Representative, shall and the Members expressly agree to be Partnership expenses and shall be paid bound by the Partnership. Notwithstanding the foregoing, it shall be the responsibility terms of the General Partner and of each Limited Partner, at their expense, to employ tax counsel to represent their respective separate interests.Section 10.03

Partnership Representative. (a) For each taxable year of the Partnership, the General Partner shall be entitled to The Company must designate the itself as its own “partnership representative” for purposes of the Partnership within the meaning Audit Rules and any comparable provisions of Section 6223 of the Code state or local income tax laws (the “Partnership Representative”). The General Partner is hereby authorized to take any actions necessary under the Revised Audit Rules or other guidance to effect such designation with respect to each taxable year of the Partnership (Each Member and the Partnership Representative is authorized to Board must take any such actions specified under the Revised Audit Rules or any applicable state statute or local law), and the Partnership shall comply with any requirements as are necessary to effect perfect such designation. Each Partner hereby consents to such designations and agrees that upon the request of the Partnership Representative, such Partner will execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. 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 audit or proceeding subject to the Consent of the Management Representative (not to be unreasonably withheld, conditioned or delayed). (b) The Company must appoint an individual who meets the requirements of Treasury Regulations Section 301.6223-1(b)(2) as the sole individual through whom the Partnership Representative shall use its commercially reasonable efforts to apply the rules and elections will act for all purposes under the Revised Partnership Audit Rules in a manner that minimizes and any comparable provisions of state or local income tax laws (the likelihood that any Partner would bear any material tax“Designated Individual”), interest or penalties and each Member (and the Board) must take such actions as a result of any audit or proceeding that is attributable are necessary to another Partner (other than a predecessor in interest)perfect such designation. The Partnership Representative is hereby authorized to 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 reasonably required to cause the financial burden of any “imputed underpayment” (as determined under Section 6225 of the Code) and associated interest, adjustments Company to tax and penalties arising from a partnership-level adjustment that are imposed on elect into the Partnership (an “Imputed Underpayment”) to Audit Rules where such rules would not otherwise be borne by the Partners to whom such 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 Representative in connection with such 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 only be required to file any such amended tax return with the consent of the Management Representative (such consent not to be unreasonably withheld, conditioned or delayed); provided, further, that no Partner shall be required to file any such amended tax return in connection with any Imputed Underpayment that mandatory. The initial Designated Individual is de minimis as compared to the costs of preparing and filing such an amended tax return. For 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 and the Partnership to take any and all actions that are reasonably necessary under applicable U.S. federal income tax law (as such law may be revised from time to time) to cause the Partnership to make the election set forth in Section 6226(a) of the Code if the Partnership Representative decides to make such election, and (ii) expressly agrees to take any action, and furnish the Partnership Representative with any information necessary, to give effect to such election. Each Partner hereby severally indemnifies and holds the Partnership, the General Partner and the Partnership Representative harmless for such Partner’s respective portion of the financial burden of an Imputed Underpayment as provided in the foregoing sentences and in furtherance thereof, each Partner agrees (A) to pay such amount to the Partnership within fifteen (15) days following the Partnership’s request for payment (and any failure to pay such amount shall result in interest on such amount calculated at the prime rate plus two percent (2%)) and (B) that any amounts otherwise distributable to such Partner may be applied in satisfaction of such obligations. Except with the express written consent of the General Partner, each Partner shall be jointly and severally liable with their predecessors in interest, if any, for amounts owed hereunder in respect of any predecessor in interest to such Partner. No Partner shall file a notice with the IRS under Section 6222(c)(1)(B) of the Code in connection with such Partner’s intention to treat an item on such Partner’s U.S. federal income tax return in a manner that is inconsistent with the treatment of such item on the Partnership’s U.S. federal income tax return unless such Partner has, not less than thirty (30) days prior to the filing of such notice, provided the Partnership with a copy of the notice and thereafter in a timely manner provides such other information related thereto as the General Partner shall reasonably request▇▇▇▇ ▇▇▇▇▇▇. (c) The Partnership Representative shall employ experienced tax counsel to represent Company will have all of the rights, 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 Designated Individual must cause the Company to act at, and only at, the direction of the Board. The Designated Individual is, to the 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 Board. (d) 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 audit administrative or investigation judicial proceeding with respect to the tax liability of the Partnership Members. The payment of such expenses must be made before any distributions are made to the Members under this Agreement and before any discretionary reserves are set aside by the IRS and Board. (e) Each Member must take all actions that the Board informs it are reasonably necessary to effect a decision of the Board with respect to the 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 subsequent administrative and judicial proceedings arising out 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 auditan amended return. The fees costs and expenses of such tax counsel, and all reasonable expenses incurred by a Member in connection with the Partnership Representative preceding sentence (other than the Designated Individual in serving its capacity as the Partnership Representative, shall such) will not be Partnership treated as Company expenses and shall will not be reimbursed by the Company. (f) If any tax audit results in the 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 by 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 Partnership. Notwithstanding 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 foregoing, it shall be the responsibility dissolution of the General Partner 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 each Limited Partner, at their expense, to employ tax counsel to represent their respective separate interestsdetermination.

Partnership Representative. (a) For each taxable year of the PartnershipThe Original Member Representative is hereby designated as (and, if not already appointed, the General Partner Company shall be entitled to designate 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 Partnership within the meaning of Section 6223 of the Code (the “Partnership Representative”)Company beginning after December 31, 2017 and ending on or prior to December 31, 2022. The General Partner Managing Member is hereby authorized to take any actions necessary under designate (and the Company shall appoint the Person so designated) the Company’s “partnership representative” as that term is defined in Revised Partnership Audit Rules or other guidance to effect such designation with respect to each Provisions for taxable year years of the Partnership (and Company beginning on or after January 1, 2023. For each Fiscal Year in which the Partnership Representative is authorized an entity, the Company shall appoint an individual identified by the Partnership Representative for such Fiscal Year to take any actions specified under act on its behalf (the Revised Audit Rules “Designated Individual”) in accordance with the applicable Treasury Regulations or any applicable analogous provisions of state statute or local law), and the Partnership shall comply with any requirements necessary to effect such designationLaw. Each Partner Member hereby expressly consents to such designations and agrees to take, and that upon the request each of the Partnership RepresentativeCompany and the Managing Member is authorized to take (or cause the Company to take), such Partner will execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents other actions as may be necessary or appropriate 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 consentMember’s consent to such designations. (b) Subject to this Section 5.08, the Partnership Representative shall have the sole authority to act on behalf of the Company in connection with, make all relevant decisions regarding application of, and to exercise the rights and powers provided for in the Revised Partnership Audit Provisions, including making any elections under the Revised Partnership Audit Provisions 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 income tax authority (each, an “Audit”), and to expend 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 Member Representative of the commencement of any Audit of the 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. The Partnership Representative shall keep the Management Original 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”), (i) permit the Original Member Representative (or its designee) to participate (including using separate counsel), in each case at the Original Members’ sole cost and expense, in any such Specified Audit to the maximum extent permitted by the applicable tax authority, and (ii) promptly notify the Original 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 Company shall promptly provide the Original Member Representative with copies of all material correspondence between the Partnership Representative or the Company (as applicable) and any governmental entity in connection with such Specified Audit and shall give the Original Member Representative a reasonable opportunity to review and comment on any material audit correspondence, submission (including settlement or proceeding asserting compromise offers) or filing in connection with any tax liability related to such Specified Audit. Additionally, without limiting the Partnership and final sentence of this Section 5.08(c), the Partnership Representative shall only settle not (and the Company shall not (and shall not authorize the Partnership Representative to)) settle, compromise or compromise abandon any such audit or proceeding subject Specified Audit in a manner that would reasonably be expected to have a disproportionate (compared to the Consent of Managing Member) and material adverse effect on the Management Representative Original Members without the Original Member Representative’s prior written consent (which consent shall not to be unreasonably withheld, conditioned delayed or delayedconditioned). (b) The . Without limiting the final sentence of this Section 5.08(c), the Partnership Representative shall use its commercially reasonable efforts to apply obtain the rules and elections prior written consent of the Original Member Representative (which consent shall not be unreasonably withheld, delayed or conditioned) before taking any material action under the Revised Partnership Audit Rules in Provisions that would reasonably be expected to have a manner that minimizes disproportionate (compared to the likelihood that any Partner would bear any Managing Member) and material taxadverse effect on the Original Members. Notwithstanding the foregoing, interest or penalties as a result (i) each of any audit or proceeding that is attributable to another Partner (other than a predecessor in interest). The the obligations of the Partnership Representative is hereby authorized 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 take any action reasonably required to cause the financial burden of any “imputed underpayment” (as determined under Section 6225 arising in connection with any Audit, at the election of the Code) and associated interestManaging Member (in its reasonable discretion), adjustments to tax and penalties arising from a partnership-level adjustment that are imposed on the Partnership (an “Imputed Underpayment”) to be borne by the Partners to whom such Imputed Underpayment relates as reasonably determined by the Partnership Representative after consulting with shall be required to make (or cause to be made) an election under Section 6226(a) of the Partnership’s accountants Code (or other advisersany analogous provision of state or local Law). (d) To the extent that the Partnership Representative does not make an election under Code Section 6226(a) for any taxable year, taking into account the Company shall use commercially reasonable efforts to make any differences in the amount of taxes attributable to each Partner because of such Partner’s statusmodifications available under Code Section 6225(c)(3), nationality or other characteristics, including such Partner’s actions or omissions(4), and each Partner hereby (5), to the extent such modification would reduce any taxes payable by the Company. Each Member agrees to reasonably cooperate with the Partnership Representative in connection and to do or refrain from doing any or all things reasonably requested by the Partnership Representative with such Imputed Underpayment, including by filing an amended tax return pursuant respect to Treasury Regulations section 301.6225-2(d)(2)the conduct of examinations under the Revised Partnership Audit Provisions; provided, however, that any Holder of Partnership Class PI Common Units a Member shall only not be required to file an amended federal income tax return, as described in Code Section 6225(c)(2)(A). The provisions of this Section 5.08(d) shall survive the termination of any such amended tax return with Member’s interest in the consent Company, the termination of this Agreement and the termination of the Management Company and shall remain binding on each Member. (e) 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 5.08 with respect to such state and local tax laws. (f) All expenses incurred by the Partnership Representative (such consent not to be unreasonably withheld, conditioned or delayed); provided, further, that no Partner shall be required to file any such amended tax return Designated Individual in connection with any Imputed Underpayment that is de minimis its duties as compared to partnership representative or designated individual, as applicable, shall be expenses of the costs of preparing and filing such an amended tax return. For Company (including, for the avoidance of doubt, each Partner shall bear its own any costs and expenses incurred in connection with making any amended claims asserted against the Partnership Representative or Designated Individual, as applicable), 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 filings advisers, or complying with other professional advisers or experts to assist the alternative procedure Partnership Representative or Designated Individual in Treasury Regulations section 301.6225-2(d)(2)(x)discharging its duties hereunder. By executing 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 Agreement or a counterpart hereof, each Partner Section 5.08 absent (i) expressly authorizes willful breach of any provision of this Section 5.08 or (ii) bad faith, fraud, or willful misconduct on the part of the Partnership Representative and the Partnership to take any and all actions that are reasonably necessary under applicable U.S. federal income tax law (or Designated Individual, as such law may be revised from time to time) to cause the Partnership to make the election set forth in Section 6226(a) of the Code if the Partnership Representative decides to make such election, and (ii) expressly agrees to take any action, and furnish the Partnership Representative with any information necessary, to give effect to such election. Each Partner hereby severally indemnifies and holds the Partnership, the General Partner and the Partnership Representative harmless for such Partner’s respective portion of the financial burden of an Imputed Underpayment as provided in the foregoing sentences and in furtherance thereof, each Partner agrees (A) to pay such amount to the Partnership within fifteen (15) days following the Partnership’s request for payment (and any failure to pay such amount shall result in interest on such amount calculated at the prime rate plus two percent (2%)) and (B) that any amounts otherwise distributable to such Partner may be applied in satisfaction of such obligations. Except with the express written consent of the General Partner, each Partner shall be jointly and severally liable with their predecessors in interest, if any, for amounts owed hereunder in respect of any predecessor in interest to such Partner. No Partner shall file a notice with the IRS under Section 6222(c)(1)(B) of the Code in connection with such Partner’s intention to treat an item on such Partner’s U.S. federal income tax return in a manner that is inconsistent with the treatment of such item on the Partnership’s U.S. federal income tax return unless such Partner has, not less than thirty (30) days prior to the filing of such notice, provided the Partnership with a copy of the notice and thereafter in a timely manner provides such other information related thereto as the General Partner shall reasonably requestapplicable. (c) The Partnership Representative shall employ experienced tax counsel to represent the Partnership in connection with any audit or investigation of the Partnership by the IRS and in connection with all subsequent administrative and judicial proceedings arising out of such audit. The fees and expenses of such tax counsel, and all reasonable expenses incurred by the Partnership Representative in serving as the Partnership Representative, 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, at their expense, to employ tax counsel to represent their respective separate interests.

Partnership Representative. (a) For each taxable year of the Partnership, the General Partner shall be entitled to designate PubCo is hereby designated as the “partnership representative” as that term is defined in Revised Partnership Audit Provisions for taxable years of the Partnership within Company beginning with the meaning of Section 6223 of taxable year including the Code (Effective Date. In addition, the “Partnership Representative”). The General Partner OpCo Board is hereby authorized to take designate or remove any actions necessary under Person selected by the Revised Audit Rules or other guidance to effect such designation with respect to each taxable year of OpCo Board as the Partnership (and Representative. For each Fiscal Year in which the Partnership Representative is authorized an entity, the Company shall appoint an individual identified by the Partnership Representative for such Fiscal Year to take any actions specified under act on its behalf (the Revised Audit Rules “Designated Individual”) in accordance with the applicable regulations or any applicable analogous provisions of state statute or local law), and the Partnership shall comply with any requirements necessary to effect such designationLaw. Each Partner Member hereby expressly consents to such designations and agrees that upon to take, and consents to the request of OpCo Board being authorized to take (or cause the Partnership RepresentativeCompany to take), such Partner will execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents other actions as may be necessary or appropriate 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 consentMember’s consent to such designations. (b) Subject to this Section 5.08, the Partnership Representative shall have the sole authority to act on behalf of the Company in connection with, make all relevant decisions regarding application of, and to exercise the rights and powers provided for in the Revised Partnership Audit Provisions, including making any elections under the Revised Partnership Audit Provisions 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 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 Continuing Member Representative of the commencement of any Audit of the 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 Management Continuing Member Representative reasonably informed of the material developments and status of any such Specified Audit, (ii) permit the Continuing Member Representative (or its designee) to participate (including using separate counsel), in each case at the Continuing Members’ sole cost and expense, in any such Specified Audit, and (iii) promptly notify the 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 Company shall promptly provide the Continuing Member Representative with copies of all material correspondence between the Partnership Representative or the Company (as applicable) and any governmental entity in connection with such Specified Audit and shall give the Continuing Member Representative a reasonable opportunity to review and comment on any material audit correspondence, submission (including settlement or proceeding asserting compromise offers) or filing in connection with any tax liability related to the Partnership and such Specified Audit. Additionally, the Partnership Representative shall only settle not (and the Company shall not (and shall not authorize the Partnership Representative to)) settle, compromise or compromise abandon any such audit or proceeding subject Specified Audit in a manner that would reasonably be expected to have a disproportionate (compared to PubCo) and material adverse effect on the Consent of Continuing Members without the Management Representative Requisite Continuing Members’ prior written consent (which consent shall not to be unreasonably withheld, conditioned delayed or delayed). (b) The Partnership Representative shall use its commercially reasonable efforts to apply the rules and elections under the Revised Audit Rules in a manner that minimizes 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 than a predecessor in interestconditioned). The Partnership Representative is hereby authorized to take any action reasonably required to cause shall obtain the financial burden prior written consent of any “imputed underpayment” the Requisite Continuing Members (as determined which consent shall not be unreasonably withheld, delayed or conditioned) before (i) making an election under Section 6225 6226(a) of the CodeCode (or any analogous provision of state or local Law) or (ii) taking any material action under the Revised Partnership Audit Provisions that would reasonably be expected to have a disproportionate (compared to PubCo) and associated interest, adjustments to tax and penalties arising from a partnership-level adjustment that are imposed material adverse effect on the Partnership Continuing 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 “Imputed Underpayment”election under Section 6226(a) of the Code with respect to be borne by taxable periods that began on or before the Partners to whom such Imputed Underpayment relates as reasonably determined Business Combination Effective Date. (d) All expenses incurred 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 Representative Designated Individual in connection with such Imputed Underpaymentits duties as partnership representative or designated individual, including by filing an amended tax return pursuant to Treasury Regulations section 301.6225-2(d)(2); providedas applicable, however, that any Holder of Partnership Class PI Common Units shall only be required to file any such amended tax return with the consent expenses of the Management Representative Company (such consent not to be unreasonably withheldincluding, conditioned or delayed); provided, further, that no Partner shall be required to file any such amended tax return in connection with any Imputed Underpayment that is de minimis as compared to the costs of preparing and filing such an amended tax return. For for the avoidance of doubt, each Partner shall bear its own any costs and expenses incurred in connection with making any amended tax filings claims asserted against the Partnership Representative or complying with Designated Individual, as applicable, except to the alternative procedure extent the Partnership Representative or Designated Individual is determined to have performed its duties in Treasury Regulations section 301.6225-2(d)(2)(x). By executing this Agreement or a counterpart hereof, each Partner the manner described in clauses (i) expressly authorizes the Partnership Representative and the Partnership to take any and all actions that are reasonably necessary under applicable U.S. federal income tax law (as such law may be revised from time to time) to cause the Partnership to make the election set forth in Section 6226(a) of the Code if the Partnership Representative decides to make such election, and (ii) expressly agrees to take any actionof the final sentence of this Section 5.08(d)), and furnish the Company shall reimburse and indemnify the Partnership Representative with any information necessaryor Designated Individual, as applicable, for all such expenses and costs. Nothing herein shall be construed to give effect to such election. Each Partner hereby severally indemnifies and holds the Partnership, the General Partner and restrict the Partnership Representative harmless 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 such Partner’s respective portion any costs or losses to any Persons, any diminution in value or any liability whatsoever arising as a result of the financial burden performance of an Imputed Underpayment as provided in 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 foregoing sentences and in furtherance thereof, each Partner agrees (A) to pay such amount to part of the Partnership within fifteen (15) days following the Partnership’s request for payment (and any failure to pay such amount shall result in interest on such amount calculated at the prime rate plus two percent (2%)) and (B) that any amounts otherwise distributable to such Partner may be applied in satisfaction of such obligations. Except with the express written consent of the General PartnerRepresentative or Designated Individual, 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 requestapplicable. (ce) The Partnership Representative shall employ experienced tax counsel to represent the Partnership in connection with any audit or investigation of the Partnership by the IRS and in connection with all subsequent administrative and judicial proceedings arising out of such audit. The fees and expenses of such tax counselCompany, and all reasonable expenses incurred by the Partnership Representative in serving as the Partnership Representative, shall and the Members expressly agree to be Partnership expenses and shall be paid bound by the Partnershipterms 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 foregoingcontrary contained in this Agreement, it shall be in the responsibility event of any conflict between Section 7.6 of the General Partner Business Combination Agreement and this Agreement, Section 7.6 of each Limited Partner, at their expense, to employ tax counsel to represent their respective separate intereststhe Business Combination Agreement shall control.

Partnership Representative. (a) For each taxable year of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ is hereby designated as the Partnership, the General Partner shall be entitled to designate the Company’s “partnership representative” of the Partnership 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”). The General Partner In addition, FA Acquisition is hereby authorized to take designate or remove any actions necessary under the Revised Audit Rules or other guidance to effect such designation with respect to each taxable year of Person selected by FA Acquisition as the Partnership Representative. For each Fiscal Year in which the Partnership Representative is an entity, the Company shall appoint an individual identified by the Partnership Representative for such Fiscal Year to act on its behalf (the “Designated Individual”) in accordance with 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 Member hereby expressly consents to such designations and agrees to take, and that the Partnership Representative is authorized to take any actions specified under (or cause the Revised Audit Rules or any applicable state statute or local lawCompany to take), and the Partnership shall comply with any requirements necessary to effect such designation. Each Partner hereby consents to such designations and agrees that upon the request of the Partnership Representative, such Partner will execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents other actions as may be necessary or appropriate advisable pursuant to the Treasury Regulations or other IRS or U.S. Department of the Treasury guidance or state or local Law to cause such designations or evidence such consentMember’s consent to such designations. The Partnership Representative shall keep the Management Representative reasonably informed of any material audit or proceeding asserting any tax liability related to the Partnership consult with Aztec and the Fernweh in good faith in exercising its authority as Partnership Representative shall only settle or compromise any such audit or proceeding subject to including appointing the Consent of the Management Representative (not to be unreasonably withheld, conditioned or delayed)Designated Individual. (b) The Subject to this Section 4.09, the Partnership Representative shall use its commercially reasonable efforts have the sole authority to apply act on behalf of the rules Company in connection with, make all relevant decisions regarding application of, and to exercise the rights and powers provided for in the Revised Partnership Audit Provisions, including making any elections under the Revised Partnership Audit Rules in a manner that minimizes Provisions or any decisions to settle, compromise, challenge, litigate, or otherwise alter the likelihood that any Partner would bear any material tax, interest or penalties as a result defense of any audit action, audit, or proceeding that is attributable to another Partner examination before the IRS or any other tax authority (other than a predecessor in interest). The Partnership Representative is hereby authorized to take any action reasonably required to cause the financial burden of any “imputed underpayment” (as determined under Section 6225 of the Code) and associated interesteach, adjustments to tax and penalties arising from a partnership-level adjustment that are imposed on the Partnership (an “Imputed UnderpaymentAudit”) to be borne by the Partners to whom such 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 expend Company funds for professional services and other expenses reasonably cooperate with incurred in connection therewith. (c) All expenses incurred by the Partnership Representative in connection with such Imputed Underpaymentits duties as partnership representative or designated individual, including by filing an amended tax return pursuant to Treasury Regulations section 301.6225-2(d)(2); providedas applicable, however, that any Holder of Partnership Class PI Common Units shall only be required to file any such amended tax return with the consent expenses of the Management Representative Company (such consent not to be unreasonably withheldincluding, conditioned or delayed); provided, further, that no Partner shall be required to file any such amended tax return in connection with any Imputed Underpayment that is de minimis as compared to the costs of preparing and filing such an amended tax return. For for the avoidance of doubt, each Partner shall bear its own any costs and expenses incurred in connection with making any amended 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 filings advisers, or complying 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 alternative procedure in Treasury Regulations section 301.6225-2(d)(2)(x)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. By executing this Agreement or a counterpart hereof, each Partner The Partnership Representative shall provide notice to the Principal Members of (i) expressly authorizes 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 have the right to make any and the Partnership all elections and to take any and all actions that are reasonably necessary under applicable U.S. federal income tax law (as such law may available to be revised from time to time) to cause made or taken by the Partnership Representative or the Company; provided that no Member shall be required to make file an amended tax return without such Member’s prior written consent. If an election under Code Section 6226(a) is made with respect to an Imputed Underpayment, the election Company shall furnish to each Member for the year under audit a statement of the 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 an election under Section 6226(a) of the Code 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 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 “Section 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 (y) have an amount equal to their share of the Imputed Underpayment withheld from distributions to such Member pursuant to Section 6.2 or Section 6.3 (a “Distribution Withholding”). The Members generally intend for the Partnership Representative to choose a Distribution Withholding for the Members (but not for former Members) 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 decides to make such election, and (ii) expressly agrees to take any action, and furnish the Partnership Representative with any information necessary, to give effect to such election. Each Partner hereby severally indemnifies and holds the Partnership, the General Partner elects Direct Payment and the Partnership Representative harmless for such PartnerCompany pays any Member’s respective portion of the financial burden share of an Imputed Underpayment as provided in a result of a Member’s failure to contribute money to the foregoing sentences and Company in furtherance thereofof 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 Partner agrees (A) calendar quarter, from and after the date on which the Company has given notice to pay such amount 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 within fifteen (15) days following Representative shall have the Partnershipright to offset, or cause to be offset, against any such Member’s request for payment (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 failure to pay such amount shall result in interest on such amount calculated at the prime rate plus two percent (2%)) and (B) that any amounts otherwise distributable offset to such Partner may Member so indicating and specifying the amount offset. A Member’s share of an Imputed Underpayment shall reasonably 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 determined by 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 requestRepresentative. (cf) The Partnership Representative shall employ experienced tax counsel to represent the Partnership in connection with any audit or investigation of the Partnership by the IRS and in connection with all subsequent administrative and judicial proceedings arising out of such audit. The fees and expenses of such tax counselCompany, and all reasonable expenses incurred by the Partnership Representative in serving as the Partnership Representative, shall and the Members expressly agree to be Partnership expenses and shall be paid bound by the Partnershipterms of Section 5.7 of the Transaction Agreement. Notwithstanding anything to the foregoingcontrary contained in this Agreement, it shall be in the responsibility event of any conflict between Section 5.7 of the General Partner Transaction Agreement and this Agreement, Section 5.7 of each Limited Partner, at their expense, to employ tax counsel to represent their respective separate intereststhe Transaction Agreement shall control.

Partnership Representative. (a) For each taxable year of the Partnership, the General Partner shall be entitled to designate 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 Partnership within Company beginning with the meaning of Section 6223 of taxable year including the Code (Effective Date. In addition, the “Partnership Representative”). The General Partner Managing Member is hereby authorized to take designate or remove any actions necessary under other Person selected by the Revised Audit Rules or other guidance to effect such designation with respect to each taxable year of Managing Member as the Partnership (and Representative. For each Fiscal Year in which the Partnership Representative is authorized an entity, the Company shall appoint an individual identified by the Partnership Representative for such Fiscal Year to take any actions specified under act on its behalf (the Revised Audit Rules “Designated Individual”) in accordance with the applicable regulations or any applicable analogous provisions of state statute or local law), and the Partnership shall comply with any requirements necessary to effect such designationLaw. Each Partner Member hereby expressly consents to such designations and agrees that upon to take, and the request of Managing Member is authorized to take (or cause the Partnership RepresentativeCompany to take), such Partner will execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents other actions as may be necessary or appropriate 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 consentMember’s consent to such designations. (b) Subject to this Section 5.08, the Partnership Representative shall have the sole authority to act on behalf of the Company in connection with, make all relevant decisions regarding application of, and to exercise the rights and powers provided for in the Revised Partnership Audit Provisions, including making any elections under the Revised Partnership Audit Provisions 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 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 Member Representative of the commencement of any Audit of the 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 Management Original Member Representative reasonably informed of the material developments and status of any such Specified Audit, (ii) permit the Original Member Representative (or its designee) to participate (including using separate counsel), in each case at the Original Members’ sole cost and expense, in any such Specified Audit, and (iii) promptly notify the Original 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 Company shall promptly provide the Original Member Representative with copies of all material correspondence between the Partnership Representative or the Company (as applicable) and any governmental entity in connection with such Specified Audit and shall give the Original Member Representative a reasonable opportunity to review and comment on any material audit correspondence, submission (including settlement or proceeding asserting compromise offers) or filing in connection with any tax liability related to such Specified Audit. Additionally, for so long as the Partnership and 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 only settle not (and the Company shall not (and shall not authorize the Partnership Representative to)) settle, compromise or compromise abandon any such audit or proceeding subject Specified Audit in a manner that would reasonably be expected to have a disproportionate (compared to the Consent of Managing Member) and material adverse effect on the Management Representative Original Members without the Original Member Representative’s prior written consent (which consent shall not to be unreasonably withheld, conditioned delayed or delayed). (b) The Partnership Representative shall use its commercially reasonable efforts to apply the rules and elections under the Revised Audit Rules in a manner that minimizes 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 than a predecessor in interestconditioned). The Partnership Representative is hereby authorized to take any action reasonably required to cause shall, for so long as the financial burden Original Member Representative owns at least 50% of any “imputed underpayment” the Units owned by the Original Member Representative immediately following the Closing Date, obtain the prior written consent of the Original Member Representative (as determined which consent shall not be unreasonably withheld, delayed or conditioned) before (i) making an election under Section 6225 6226(a) of the CodeCode (or any analogous provision of state or local Law) or (ii) 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 associated interest, adjustments to tax and penalties arising from a partnership-level adjustment that are imposed material adverse effect on the Partnership Original Members, in the case of clauses (i) and (ii); provided that, no consent from the Original Member Representative is required in order to make an “Imputed Underpayment”election under Section 6226(a) of the Code with respect to be borne by taxable periods that began on or before the Partners to whom such Imputed Underpayment relates as reasonably determined Closing. (d) All expenses incurred 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 Designated Individual or other characteristics, including such Partner’s actions or omissions, and each Partner hereby agrees to reasonably cooperate with the Partnership Original Member Representative in connection with such Imputed Underpaymentits duties as partnership representative or designated individual or Original Member Representative, including by filing an amended tax return pursuant to Treasury Regulations section 301.6225-2(d)(2); providedas applicable, however, that any Holder of Partnership Class PI Common Units shall only be required to file any such amended tax return with the consent expenses of the Management Representative Company (such consent not to be unreasonably withheldincluding, conditioned or delayed); provided, further, that no Partner shall be required to file any such amended tax return in connection with any Imputed Underpayment that is de minimis as compared to the costs of preparing and filing such an amended tax return. For for the avoidance of doubt, each Partner shall bear its own any costs and expenses incurred in connection with making any amended claims asserted against the Partnership Representative or Designated Individual or Original Member Representative, as applicable, except to the extent the Partnership Representative or Designated Individual is determined to have performed its duties in the manner described in the final sentence of this 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 filings advisers, or complying with other professional advisers or experts to assist the alternative procedure Partnership Representative or Designated Individual or Original Member Representative in Treasury Regulations section 301.6225-2(d)(2)(x)discharging its duties hereunder. By executing 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 Agreement or a counterpart hereof, each Partner Section 5.08 absent (i) expressly authorizes 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 and the Partnership to take any and all actions that are reasonably necessary under applicable U.S. federal income tax law (or Designated Individual or Original Member Representative, as such law may be revised from time to time) to cause the Partnership to make the election set forth in Section 6226(a) of the Code if the Partnership Representative decides to make such election, and (ii) expressly agrees to take any action, and furnish the Partnership Representative with any information necessary, to give effect to such election. Each Partner hereby severally indemnifies and holds the Partnership, the General Partner and the Partnership Representative harmless for such Partner’s respective portion of the financial burden of an Imputed Underpayment as provided in the foregoing sentences and in furtherance thereof, each Partner agrees (A) to pay such amount to the Partnership within fifteen (15) days following the Partnership’s request for payment (and any failure to pay such amount shall result in interest on such amount calculated at the prime rate plus two percent (2%)) and (B) that any amounts otherwise distributable to such Partner may be applied in satisfaction of such obligations. Except with the express written consent of the General Partner, each Partner shall be jointly and severally liable with their predecessors in interest, if any, for amounts owed hereunder in respect of any predecessor in interest to such Partner. No Partner shall file a notice with the IRS under Section 6222(c)(1)(B) of the Code in connection with such Partner’s intention to treat an item on such Partner’s U.S. federal income tax return in a manner that is inconsistent with the treatment of such item on the Partnership’s U.S. federal income tax return unless such Partner has, not less than thirty (30) days prior to the filing of such notice, provided the Partnership with a copy of the notice and thereafter in a timely manner provides such other information related thereto as the General Partner shall reasonably requestapplicable. (ce) The Partnership Representative shall employ experienced tax counsel to represent the Partnership in connection with any audit or investigation of the Partnership by the IRS and in connection with all subsequent administrative and judicial proceedings arising out of such audit. The fees and expenses of such tax counselCompany, and all reasonable expenses incurred by the Partnership Representative in serving as the Partnership Representative, shall and the Members expressly agree to be Partnership expenses and shall be paid bound by the Partnership. Notwithstanding the foregoing, it shall be the responsibility terms of the General Partner and of each Limited Partner, at their expense, to employ tax counsel to represent their respective separate interests.Section 7.3

Partnership Representative. (a) For each taxable year of the Partnership, the The General Partner shall or its designee will be entitled to designate 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 the Partnership Representative, 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 Revised Audit Rules or other guidance to effect such designation designate the Partnership Representative and appoint the Designated Individual with respect to each taxable year of the Partnership (and the Partnership Representative is and the Designated Individual are authorized to take any actions specified under the Revised Audit Rules or any applicable state statute or local law), and the Partnership shall comply with any requirements necessary to effect such designation. Each Partner hereby consents to such designations and agrees that upon the request of the Partnership Representative, such Partner will execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. 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 audit or proceeding subject to the Consent of the Management Representative (not to be unreasonably withheld, conditioned or delayed)appointments. (b) The Partnership Representative and the Designated Individual (collectively, the “Tax Representative”), along with the General Partner, shall use its their commercially reasonable efforts to apply the rules and elections under the Revised Audit Rules in a manner that minimizes minimize the likelihood that any Partner would bear any material tax, interest interest, or penalties as a result of any audit or proceeding that is attributable to another Partner (other than a predecessor in interest). The Partnership In furtherance thereof, the General Partner and Tax Representative is are hereby authorized to take any action reasonably required to cause the financial burden of any “imputed underpayment” (as determined under Section 6225 of the Code) and associated interest, adjustments to tax and penalties arising from a partnership-level adjustment that are imposed on the Partnership (an “Imputed Underpayment”) to be borne by the Partners to whom such Imputed Underpayment relates as reasonably determined by the Partnership 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, including such Partner’s actions or omissions, and each Partner hereby agrees to reasonably cooperate with the Partnership Representative in connection with such 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 only be required to file any such amended tax return with the consent of the Management Representative (such consent not to be unreasonably withheld, conditioned or delayed); provided, further, that no Partner shall be required to file any such amended tax return in connection with any Imputed Underpayment that is de minimis as compared to the costs of preparing and filing such an amended tax return. For 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 (iA) expressly authorizes the Partnership Tax Representative and the Partnership to take any and all actions action that are is reasonably necessary under applicable U.S. federal income tax law (as such law may be revised from time to time) to cause the Partnership to make the election set forth in Section 6226(a) of the Code if the Partnership Tax Representative decides to make such election, and (iiB) expressly agrees to take any action, and furnish the Partnership 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 Partnership Tax 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 (Ai) to pay such amount to the Partnership within fifteen (15) days following the PartnershipGeneral Partner’s request for payment (and any failure to pay such amount shall result in interest on such amount calculated at the prime rate plus two percent (2%)) and (Bii) 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)(B6222( c)(1)(B) of the Code in connection with such Partner’s intention to treat an item on such Partner’s U.S. federal Federal income tax return in a manner that is inconsistent with the treatment of such item on the Partnership’s U.S. federal 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 Tax Representative shall reasonably request. (c) The Partnership 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 tax counselsuch, and all reasonable expenses incurred by the Partnership Tax Representative in serving as the Partnership Representativesuch, 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) 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 Capital Accounts of those Partners on whose behalf such fees and expenses were incurred. (e) References in this Section 10.15 to “Partner” or “Partners” shall be deemed to refer to a Partner or Partners, a former Partner or former Partners, and to an assignee or assignees. The provisions contained in this Section 10.15 shall survive the termination of the Partnership and the withdrawal of any Partner.

Partnership Representative. (a) For each taxable year of The General Partner is hereby designated as the PartnershipPartnership Representative. In addition, the General Partner shall be entitled to designate the “partnership representative” of the Partnership within the meaning of Section 6223 of the Code (the “Partnership Representative”). The General Partner is hereby authorized to take designate or remove any other Person selected by General Partner as the Partnership Representative; provided that all actions necessary under taken by the Revised Audit Rules or other guidance Partnership Representative pursuant to effect such designation with respect this Section 9.3 shall be subject to each taxable year the overall oversight and authority of the Partnership (and Board. For each Fiscal Year in which the Partnership Representative is authorized to take any actions specified under the Revised Audit Rules or any applicable state statute or local law)an entity, and the Partnership shall comply appoint the "designated individual" identified by the Partnership Representative and approved by the Board to act on its behalf in accordance with any requirements necessary to effect such designationthe applicable Regulations or analogous provisions of state or local Law. Each Partner hereby expressly consents to such designations and agrees to take, and that upon the request of General Partner is authorized to take (or cause the Partnership Representativeto take), such Partner will execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents other actions as may be necessary or appropriate advisable pursuant to Regulations or other Internal Revenue Service or Treasury guidance or state or local Law to cause such designations or evidence such consentPartner'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 Management 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 audit correspondence, submission (including settlement or proceeding asserting compromise offers) or filing in connection with any tax liability related to the Partnership and such Specified Audit. Additionally, the Partnership Representative shall only settle not (and the Partnership shall not (and shall not authorize the Partnership Representative to)) settle, compromise or compromise abandon any such audit or proceeding subject Specified Audit in a manner that would reasonably be expected to have a disproportionate (compared to the Consent of Special Limited Partner) and material adverse effect on the Management Representative Original Limited Partners without the Original Limited Partner Representative's prior written consent (which consent shall not to be unreasonably withheld, conditioned delayed or delayed). (b) The Partnership Representative shall use its commercially reasonable efforts to apply the rules and elections under the Revised Audit Rules in a manner that minimizes 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 than a predecessor in interestconditioned). The Partnership Representative is hereby authorized to take any action reasonably required to cause shall obtain the financial burden of any “imputed underpayment” (as determined under Section 6225 of the Code) and associated interest, adjustments to tax and penalties arising from a partnership-level adjustment that are imposed on the Partnership (an “Imputed Underpayment”) to be borne by the Partners to whom such 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 Representative in connection with such 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 only be required to file any such amended tax return with the prior written consent of the Management Original Limited Partner Representative (such which consent shall not to be unreasonably withheld, conditioned delayed or delayed); provided, further, that no Partner shall be required to file any such amended tax return in connection with any Imputed Underpayment that is de minimis as compared to the costs of preparing and filing such an amended tax return. For 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 conditioned) before (i) expressly authorizes the Partnership Representative and the Partnership to take any and all actions that are reasonably necessary making an election under applicable U.S. federal income tax law (as such law may be revised from time to time) to cause the Partnership to make the election set forth in Section 6226(a) of the Code if (or any analogous provision of state or local Law) (a "Push-Out Election") or (ii) taking any material action under the Partnership Representative decides BBA Rules that would reasonably be expected to make such electionhave 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) expressly agrees Notwithstanding anything to take the contrary contained in this Agreement, in the event of any actionconflict between Section 9.1 of the Business Combination Agreement and this Agreement, and furnish Section 9.1 of the Partnership Representative with any information necessary, to give effect to such electionBusiness Combination Agreement shall control. Each Partner hereby severally indemnifies and holds the 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 thereofRepresentative, each Partner agrees (A) to pay such amount to the Partnership within fifteen (15) days following the Partnership’s request for payment (and any failure to pay such amount shall result in interest on such amount calculated at the prime rate plus two percent (2%)) and (B) that any amounts otherwise distributable to such Partner may be applied in satisfaction of such obligations. Except with the express written consent of the General Partner, each Partner shall and the Partners hereby acknowledge and agree to the foregoing sentence and expressly agree to be jointly and severally liable with their predecessors in interest, if any, for amounts owed hereunder in respect bound by the terms of any predecessor in interest to such Partner. No Partner shall file a notice with the IRS under Section 6222(c)(1)(B) 9.1 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 requestBusiness Combination Agreement. (ce) The This Section 9.3 shall be interpreted to apply to Partners and former Partners and shall survive the Transfer of a Partner's Partnership Representative shall employ experienced tax counsel to represent Units and the Partnership in connection with any audit or investigation termination, dissolution, liquidation and winding up of the Partnership and, for this purpose to the extent not prohibited by the IRS and in connection with all subsequent administrative and judicial proceedings arising out of such audit. The fees and expenses of such tax counselapplicable Law, 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, at their expense, to employ tax counsel to represent their respective separate intereststreated as continuing in existence.

Partnership Representative. (a) For each taxable year J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall be the partnership representative of the Partnership, the General Partner shall be entitled Company pursuant to designate the “partnership representative” of the Partnership within the meaning of Section 6223 6223(a) of the Code (the “Partnership Representative”)) provided that the Board may change the “partnership representative” at any time. Any Person that the Partnership Representative designates to interact with the Internal Revenue Service shall be treated as, and subject to the requirements and obligations of, the Partnership Representative for purposes of this Section 9.4. (b) Notwithstanding any other provision of this Section 9.4, the Partnership Representative shall inform the Members of all significant matters that may come to 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 General Partner is hereby authorized to take any actions necessary under the Revised Audit Rules or other guidance to effect such designation with respect to each taxable year of the Partnership (and the Partnership Representative is authorized and required to represent the Company (at the Company’s expense) in connection with all examinations of the Company’s affairs by any federal, state, local or foreign taxing authority, including resulting administrative and judicial proceedings, and to expend Company funds for professional services and costs associated therewith; provided, however, that the Partnership Representative shall not extend the statute of limitations or settle any tax audit, proposed adjustment or other proceeding on behalf of the Company without the approval of the Members, which 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. Upon making such election, the Partnership Representative shall engage a certified public accountant or tax attorney (on behalf of the Company) to assist the Partnership Representative 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 take such adjustment into account as required under Section 6226(b) of the Code and shall be liable for any actions specified related, income tax, interest, penalty or additional amount. If an election under Section 6226 of the Revised Audit Rules Code is not made or any applicable state statute or local law)such election is ineffective, and the Company is held directly liable for any 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 income tax returns, each Member shall be required, upon thirty (30) days written demand from the Partnership shall comply with Representative, to pay the Company its share (as reasonably determined by a certified public accountant or tax attorney engaged by the Partnership Representative on behalf of the Company) of any requirements necessary additional tax, interest, penalty and additional amount penalty due. (d) 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 effect 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 designationrequirement, tax benefit or tax liability existed on the date such Member was admitted to the Company. Each Partner hereby consents If a Member fails to provide any such designations and agrees that upon the request of forms, statements, or other information requested by the Partnership Representative, such Partner Member will execute, certify, acknowledge, deliver, swear to, file be required to indemnify the Company and record at pay for the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. The Partnership Representative shall keep the Management Representative reasonably informed share of any material audit tax deficiency paid or proceeding asserting any tax liability related to payable by the Partnership and the Partnership Representative shall only settle or compromise any such audit or proceeding subject to the Consent of the Management Representative (not to be unreasonably withheld, conditioned or delayed). (b) The Partnership Representative shall use its commercially reasonable efforts to apply the rules and elections under the Revised Audit Rules in a manner that minimizes the likelihood that any Partner would bear any material tax, interest or penalties as a result of any audit or proceeding Company that is attributable due to another Partner such failure (other than a predecessor in interest). The Partnership Representative is hereby authorized to take any action reasonably required to cause the financial burden of any “imputed underpayment” (as determined under Section 6225 of the Code) and associated interest, adjustments to tax and penalties arising from a partnership-level adjustment that are imposed on the Partnership (an “Imputed Underpayment”) to be borne by the Partners to whom such Imputed Underpayment relates as reasonably determined by the Partnership Representative after consulting Representative). Any deficiency for taxes imposed on any Member (including penalties, additions to tax or interest imposed with the Partnership’s accountants or other advisers, taking into account any differences in the amount of taxes attributable respect to each Partner because of such Partner’s status, nationality or other characteristics, including such Partner’s actions or omissionstaxes, and each Partner hereby agrees to reasonably cooperate with the Partnership Representative in connection with such Imputed Underpayment, including by filing an amended tax return any taxes imposed pursuant to Treasury Regulations section 301.6225-2(d)(2); provided, however, that any Holder of Partnership Class PI Common Units Code Section 6226) shall only be paid by such Member and if required to file any be paid (and actually paid) by the Company, will be recoverable from such amended tax return with the consent of the Management Representative (such consent not Member. Any amounts payable by a Member pursuant to be unreasonably withheld, conditioned or delayed); provided, further, that no Partner shall be required to file any such amended tax return in connection with any Imputed Underpayment that is de minimis as compared to the costs of preparing and filing such an amended tax return. For the avoidance of doubt, each Partner this Section 9.4 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 and the Partnership to take any and all actions that are reasonably necessary under applicable U.S. federal income tax law (interest as such law may be revised from time to time) to cause the Partnership to make the election further set forth in Section 6226(a) of the Code if the Partnership Representative decides to make such election, and (ii) expressly agrees to take any action, and furnish the Partnership Representative with any information necessary, to give effect to such election. Each Partner hereby severally indemnifies and holds the Partnership, the General Partner and the Partnership Representative harmless for such Partner’s respective portion of the financial burden of an Imputed Underpayment as provided in the foregoing sentences and in furtherance thereof, each Partner agrees (A) to pay such amount to the Partnership within fifteen (15) days following the Partnership’s request for payment (and any failure to pay such amount shall result in interest on such amount calculated at the prime rate plus two percent (2%)) and (B) that any amounts otherwise distributable to such Partner may be applied in satisfaction of such obligations. Except with the express written consent of the General Partner, each Partner shall be jointly and severally liable with their predecessors in interest, if any, for amounts owed hereunder in respect of any predecessor in interest to such Partner. No Partner shall file a notice with the IRS under Section 6222(c)(1)(B) of the Code in connection with such Partner’s intention to treat an item on such Partner’s U.S. federal income tax return in a manner that is inconsistent with the treatment of such item on the Partnership’s U.S. federal income tax return unless such Partner has, not less than thirty (30) days prior to the filing of such notice, provided the Partnership with a copy of the notice and thereafter in a timely manner provides such other information related thereto as the General Partner shall reasonably request9.5. (ce) The Partnership Representative Any amounts paid to the Company by a Member pursuant to this Section 9.4 shall employ experienced tax counsel 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 represent such Member. Any payment made by the Partnership in connection with any audit or investigation Company on behalf of the Partnership Members and for which reimbursement is not otherwise sought pursuant to this Section 9.4 shall be at the discretion of the Board. The Board may cause such allocations to be made among the Members as necessary to 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 IRS and in connection with all subsequent administrative and judicial proceedings arising out provisions of such audit. The fees and expenses of such tax counselthis Section 9.4, and all reasonable expenses incurred by obligations hereunder, which shall survive the Partnership Representative in serving as the Partnership Representativetermination, shall be Partnership expenses dissolution, liquidation and shall be paid by the Partnership. Notwithstanding the foregoing, it shall be the responsibility winding up of the General Partner Company and such Member’s ceasing to be a member of each Limited Partnerthe Company. For purposes of this Section 9.4, at their expense, to employ tax counsel to represent their respective separate intereststhe use of the term “Member” or “Members” shall include former Members.

Partnership Representative. (a) For each taxable year The 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 PartnershipCode, as in effect for taxable years of the General Partner shall be entitled Company beginning on or before December 31, 2017, and 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 prior to designate 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 Partnership within Company beginning on or after January 1, 2021. In addition, the meaning of Section 6223 of the Code (the “Partnership Representative”). The General Partner Managing Member is hereby authorized to take designate or remove any actions necessary under other Person selected by the Revised Audit Rules or other guidance to effect such designation with respect to each taxable year of Managing Member as the Partnership (and Representative. For each Fiscal Year in which the Partnership Representative is authorized an entity, the Company shall appoint an individual identified by the Partnership Representative for such Fiscal Year to take any actions specified under act on its behalf (the Revised Audit Rules “Designated Individual”) in accordance with the applicable Regulations or any applicable analogous provisions of state statute or local law), and the Partnership shall comply with any requirements necessary to effect such designationLaw. Each Partner Member hereby expressly consents to such designations and agrees to take, and that upon the request of Managing Member is authorized to take (or cause the Partnership RepresentativeCompany to take), such Partner will execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents other actions as may be necessary or appropriate 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 consentMember’s consent to such designations. (b) Subject to this Section 5.08, the Partnership Representative shall have the sole authority to act on behalf of the Company in connection with, make all relevant decisions regarding application of, and to exercise the rights and powers provided for in the Revised Partnership Audit Provisions, including making any elections under the Revised Partnership Audit Provisions 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 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 Member Representative of the commencement of any Audit of the 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 Management Original Member Representative reasonably informed of the material developments and status of any such Specified Audit, (ii) permit the Original Member Representative (or its designee) to participate (including using separate counsel), in each case at the Original Members’ sole cost and expense, in any such Specified Audit, and (iii) promptly notify the Original 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 Company shall promptly provide the Original Member Representative with copies of all material correspondence between the Partnership Representative or the Company (as applicable) and any governmental entity in connection with such Specified Audit and shall give the Original Member Representative a reasonable opportunity to review and comment on any material audit correspondence, submission (including settlement or proceeding asserting compromise offers) or filing in connection with any tax liability related to the Partnership and such Specified Audit. Additionally, the Partnership Representative shall only settle not (and the Company shall not (and shall not authorize the Partnership Representative to)) settle, compromise or compromise abandon any such audit or proceeding subject Specified Audit in a manner that would reasonably be expected to have a disproportionate (compared to the Consent of Managing Member) and material adverse effect on the Management Representative Original Members without the Original Member Representative’s prior written consent (which consent shall not to be unreasonably withheld, conditioned delayed or delayed). (b) The Partnership Representative shall use its commercially reasonable efforts to apply the rules and elections under the Revised Audit Rules in a manner that minimizes 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 than a predecessor in interestconditioned). The Partnership Representative is hereby authorized to take any action reasonably required to cause shall obtain the financial burden prior written consent of any “imputed underpayment” the Original Member Representative (as determined which consent shall not be unreasonably withheld, delayed or conditioned) before (i) making an election under Section 6225 6226(a) of the CodeCode (or any analogous provision of state or local Law) or (ii) 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 associated interest, adjustments to tax and penalties arising from a partnership-level adjustment that are imposed material adverse effect on the Partnership Original Members, in the case of clauses (an “Imputed Underpayment”i) to be borne by the Partners to whom such Imputed Underpayment relates as reasonably determined and (ii). (d) All expenses incurred 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 Representative Designated Individual in connection with such Imputed Underpaymentits duties as partnership representative or designated individual, including by filing an amended tax return pursuant to Treasury Regulations section 301.6225-2(d)(2); providedas applicable, however, that any Holder of Partnership Class PI Common Units shall only be required to file any such amended tax return with the consent expenses of the Management Representative Company (such consent not to be unreasonably withheldincluding, conditioned or delayed); provided, further, that no Partner shall be required to file any such amended tax return in connection with any Imputed Underpayment that is de minimis as compared to the costs of preparing and filing such an amended tax return. For for the avoidance of doubt, each Partner shall bear its own any costs and expenses incurred in connection with making any amended 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 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 filings advisers, or complying with other professional advisers or experts to assist the alternative procedure Partnership Representative or Designated Individual in Treasury Regulations section 301.6225-2(d)(2)(x)discharging its duties hereunder. By executing 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 Agreement or a counterpart hereof, each Partner Section 5.08 absent (i) expressly authorizes 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 and the Partnership to take any and all actions that are reasonably necessary under applicable U.S. federal income tax law (or Designated Individual, as such law may be revised from time to time) to cause the Partnership to make the election set forth in Section 6226(a) of the Code if the Partnership Representative decides to make such election, and (ii) expressly agrees to take any action, and furnish the Partnership Representative with any information necessary, to give effect to such election. Each Partner hereby severally indemnifies and holds the Partnership, the General Partner and the Partnership Representative harmless for such Partner’s respective portion of the financial burden of an Imputed Underpayment as provided in the foregoing sentences and in furtherance thereof, each Partner agrees (A) to pay such amount to the Partnership within fifteen (15) days following the Partnership’s request for payment (and any failure to pay such amount shall result in interest on such amount calculated at the prime rate plus two percent (2%)) and (B) that any amounts otherwise distributable to such Partner may be applied in satisfaction of such obligations. Except with the express written consent of the General Partner, each Partner shall be jointly and severally liable with their predecessors in interest, if any, for amounts owed hereunder in respect of any predecessor in interest to such Partner. No Partner shall file a notice with the IRS under Section 6222(c)(1)(B) of the Code in connection with such Partner’s intention to treat an item on such Partner’s U.S. federal income tax return in a manner that is inconsistent with the treatment of such item on the Partnership’s U.S. federal income tax return unless such Partner has, not less than thirty (30) days prior to the filing of such notice, provided the Partnership with a copy of the notice and thereafter in a timely manner provides such other information related thereto as the General Partner shall reasonably requestapplicable. (ce) The Partnership Representative shall employ experienced tax counsel to represent the Partnership in connection with any audit or investigation of the Partnership by the IRS and in connection with all subsequent administrative and judicial proceedings arising out of such audit. The fees and expenses of such tax counselCompany, and all reasonable expenses incurred by the Partnership Representative in serving as the Partnership Representative, shall and the Members expressly agree to be Partnership expenses and shall be paid bound by the Partnership. Notwithstanding the foregoing, it shall be the responsibility terms of the General Partner and of each Limited Partner, at their expense, to employ tax counsel to represent their respective separate interests.Section 9.04