Common use of Partnership Representative Clause in Contracts

Partnership Representative. (a) The Investor Member shall be the “partnership representative” of the Company within the meaning of section 6223 of the Code (the “Partnership Representative”), and it shall serve as such at the expense of the Company with all powers granted to a partnership representative under the Code, but subject to the limitations set forth herein. The Partnership Representative shall appoint a natural person to serve as the “designated individual” within the meaning of section 301.6223-1(b)(3) of the Regulations to act on behalf of the Partnership Representative (the “Designated Individual”). The Partnership Representative shall receive no additional compensation from the Company for its services in that capacity, but all reasonable expenses incurred by the Partnership Representative in such capacity shall be borne by the Company and shall be Reimbursable Expenses to the extent incurred or paid by the Partnership Representative or its Affiliates on behalf of the Company. The Partnership Representative is authorized to employ such accountants, attorneys and agents as it, in its reasonable discretion, determines are necessary to or useful in the performance of its duties. Subject to Section 8.3, the Partnership Representative is authorized to represent the Company before the United States Internal Revenue Service and any other Governmental Entity with jurisdiction, and to sign such consents and to enter into settlements and other agreements with such agencies as the Partnership Representative or its duly authorized officer deems necessary or advisable. Each Member shall give prompt notice to the Partnership Representative and to each other Member of any and all notices it receives from the United States Internal Revenue Service concerning the Company, including any notice of a thirty (30) day appeal letter and any notice of deficiency in tax concerning the Company’s federal income tax returns. The Partnership Representative shall serve in a similar capacity (or in a capacity similar to being the tax matters partner) with respect to any similar tax related or other election provided by state or local laws. The Partnership Representative shall not cause the Company to make an election under section 6221 of the Code if the Company is then eligible to make such election. (b) The Members agree to take all actions and provide any information reasonably requested by the Company or the Partnership Representative to comply with the Partnership Tax Audit Rules. Notwithstanding anything to the contrary herein, no Member shall be required to (A) file amended tax returns in accordance with section 6225(c)(2) of the Code (or any similar provisions under state or local law), or (B) take any action in accordance with the “alternative procedure” pursuant to section 6225(c)(2)(B) of the Code (or any similar provisions under state or local law). For purposes of this Agreement, “Partnership Tax Audit Rules” shall mean (i) sections 6221-6241 of the Code (as enacted pursuant to the Bipartisan Budget Act of 2015, Pub. L. No. 114-74), as amended from time to time, (ii) any Regulations or other official guidance promulgated under or relating to such Code sections, and (iii) any corresponding provisions of state or local income tax law.

Partnership Representative. (a) The Investor NiSource Member shall be the “partnership representative” of the Company within the meaning of section 6223 of the Code (is hereby designated the “Partnership Representative”), and it shall serve as such at the expense of the Company with all powers granted to a partnership representative under the Code, but subject to the limitations set forth herein. The Partnership Representative shall appoint a natural person to serve as the “designated individual” within the meaning of section 301.6223-1(b)(3Code Section 6223(a) of the Regulations Company. The Partnership Representative shall, if required, designate from time to time a “designated individual” to act on behalf of the Partnership Representative (the “Designated Individual”). The Partnership Representative Representative, and such designated individual shall receive no additional compensation from the Company for its services in that capacity, but all reasonable expenses incurred be subject to replacement by the Partnership Representative in such capacity shall be borne by accordance with the Company Code and shall be Reimbursable Expenses to the extent incurred Treasury Regulations. If any state or paid by local tax law provides for a tax matters partner, partnership representative, or person having similar rights, powers, authority, or obligations, the Partnership Representative or its Affiliates on behalf of the Companyshall also serve in such capacity. The Partnership Representative is authorized to employ such accountants, attorneys and agents as it, in its reasonable discretion, determines are necessary to or useful in the performance of its duties. Subject to Section 8.3, the Partnership Representative is authorized to represent the Company before the United States Internal Revenue Service and any other Governmental Entity governmental agency with jurisdiction, and to sign such consents and to enter into settlements make all decisions regarding permitted elections under the Code, Treasury Regulations, and other agreements with such agencies as the Partnership Representative or its duly authorized officer deems necessary or advisable. Each Member shall give prompt notice to the Partnership Representative state and to each other Member of any and all notices it receives from the United States Internal Revenue Service concerning the Company, including any notice of a thirty (30) day appeal letter and any notice of deficiency in local tax concerning the Company’s federal income tax returns. The Partnership Representative shall serve in a similar capacity (or in a capacity similar to being the tax matters partner) law with respect to any similar tax related or other election provided by state or local laws. The proceedings; provided, however, the Partnership Representative shall not cause enter into any settlement or similar agreement without the consent of the Board (such consent not to be unreasonably withheld, conditioned, or delayed). All Members (and former Members) agree to cooperate with, and to do and refrain from doing any or all things reasonably required by the Partnership Representative in connection with the conduct of all such proceedings or to otherwise allow the Company to make an election under section 6221 of the Code if the Company is then eligible to make such election. (b) The Members agree to take all actions and provide any information reasonably requested by the Company or the Partnership Representative to comply with the partnership audit provisions of the Code, Treasury Regulations, and similar state and local law. All Members shall cooperate in good faith to amend this Section 10.2 or other provisions of this Agreement as necessary to reflect any statutory amendments or the promulgation of Treasury Regulations or other administrative authority promulgated under the Partnership Tax Audit RulesRules so as to, to the extent possible, preserve the relative rights, duties, and obligations of the Members hereunder. The Company shall, to the fullest extent permitted by law, reimburse and indemnify the Partnership Representative for all third-party expenses (including legal and accounting fees), claims, liabilities, losses, and damages incurred as the Partnership Representative in connection with any examination, administrative, or judicial proceeding, or otherwise acting in its capacity as Partnership Representative. (b) Notwithstanding anything to the contrary hereinin this Agreement, no each Member shall be required to (A) file amended tax returns in accordance with section 6225(c)(2) of the Code (or any similar provisions under state or local law)including, or (B) take any action in accordance with the “alternative procedure” pursuant to section 6225(c)(2)(B) of the Code (or any similar provisions under state or local law). For for purposes of this AgreementSection 10.2, “Partnership Tax Audit Rules” shall mean any Person who is or becomes a Member but who for any reason ceases to be a Member) (i) sections 6221-6241 hereby covenants to treat each item of income, gain, loss, deduction, or credit attributable to the Company in a manner consistent with the treatment of such income, gain, loss deduction, or credit on the tax return of the Code (Company or as enacted determined in a notice of final partnership adjustment pursuant to Section 6226 of the Bipartisan Budget Act of 2015, Pub. L. No. 114-74), as amended from time to timeCode, (ii) hereby agrees to indemnify and hold harmless the Company from such Member’s share of any Regulations tax and any penalties, interest, and additions to tax attributable to any adjustment to the income, gain, loss, deduction, or other official guidance promulgated under or relating credit of the Company pursuant to such Code sectionsSection 6226 of the Code, and (iii) hereby agrees to take all other actions as the Partnership Representative may reasonably direct with respect to the Member’s (or, in respect of the Member, the Company’s) tax liabilities, which shall not include filing an amended return for any corresponding provisions “reviewed year” to account for all adjustments under Section 6225(a) of state the Code properly allocable to the Member as provided in and otherwise contemplated by Section 6225(c) of the Code and any Treasury Regulations that may be promulgated thereunder. If the Company or any other entity in which the Company holds an interest is obligated to pay any amount to a governmental agency or body or to any other Person (or otherwise makes a payment) of any taxes arising under a federal, state, or local income tax lawaudit or other proceeding and the Partnership Representative determines that all or a portion of such payment is specifically attributable to a Member (or former Member), then such Member (or former Member) shall reimburse the Company in full for the entire amount paid (including any interest, penalties, and expenses associated with such payment). The obligations of a Member under this Section 10.2 shall survive such Member’s sale or other disposition of its interests in the Company and the termination, dissolution, liquidation, or winding up of the Company. (c) The Partnership Representative (i) shall keep the Investor Members reasonably informed of any material tax audit, settlement or proceeding and (ii) shall not settle or otherwise compromise a material tax audit, settlement or proceeding that would have a material adverse impact on either Investor Member, without the BIP Investor Member’s prior written consent (such consent not to be unreasonably withheld, conditioned, or delayed).

Partnership Representative. (a) The Investor Member shall be With respect to tax years beginning after December 31, 2017, the “partnership representative” representative of the Company within the meaning of section 6223 pursuant to Section 6223(a) of the Internal Revenue Code shall be any person (including any Member) designated by the Board of Managers, subject to replacement by action of a Majority Interest of the Members to the extent permitted by the provisions of the Internal Revenue Code or Treasury Regulations issued thereunder. (Any person who is designated as the partnership representative is referred to herein as the “Partnership Representative”), and it shall serve as such at the expense of the Company with all powers granted to a partnership representative under the Code, but subject to the limitations set forth herein. The Partnership Representative shall appoint a natural person to serve as the “designated individual” within the meaning of section 301.6223-1(b)(3) of the Regulations to act on behalf of the Partnership Representative (the “Designated Individual”). The Partnership Representative shall receive no additional compensation from the Company for its services in that capacity, but all reasonable expenses incurred by the Partnership Representative in such capacity shall be borne by the Company and shall be Reimbursable Expenses to the extent incurred or paid by the Partnership Representative or its Affiliates on behalf of the Company. The Partnership Representative is authorized to employ take such accountantsactions and to execute and file all statements and forms on behalf of the Company which may be permitted or required by the applicable provisions of the Internal Revenue Code or Treasury Regulations issued thereunder, attorneys and agents as it, in its reasonable discretion, determines are necessary to or useful in the performance of its duties. Subject to Section 8.3, provided that the Partnership Representative is authorized to represent may file any suit only with the Company before the United States Internal Revenue Service and any other Governmental Entity with jurisdiction, and to sign such consents and to enter into settlements and other agreements with such agencies as the Partnership Representative or its duly authorized officer deems necessary or advisable. Each Member shall give prompt notice to the Partnership Representative and to each other Member of any and all notices it receives from the United States Internal Revenue Service concerning the Company, including any notice approval of a thirty (30) day appeal letter and any notice Majority Interest of deficiency in tax concerning the Company’s federal income tax returnsMembers. The Partnership Representative shall serve have the sole authority to act on behalf of the Company under Subchapter C of Section 63 of the Internal Revenue Code (relating to IRS partnership audit proceedings) and in a similar capacity (or any tax proceedings brought by other taxing authorities, and the Company and all Members shall be bound by the actions taken by the Partnership Representative in a capacity similar to being the tax matters partner) with respect to any similar tax related or other election provided by state or local lawssuch capacity. The Partnership Representative shall not cause be reimbursed by the Company to make an election under section 6221 for all expenses incurred in connection with all examinations of the Code if Company’s affairs by tax authorities, including resulting proceedings, and is authorized to expend Company funds for professional services and costs associated therewith. The Partnership Representative shall keep the Members informed as to the status of any audit of the Company’s tax affairs. Without first obtaining the approval of a Majority Interest of the Members, the Partnership Representative shall not, with respect to Company is then eligible tax matters: (a) enter into a settlement agreement with respect to make such election. any tax matter, or (b) The Members agree enter into an agreement extending the statute of limitations. If an audit of any of the Company’s tax returns shall occur, the Partnership Representative shall not settle or otherwise compromise assertions of the auditing agent which may be adverse to take all actions and provide any information reasonably requested Member as compared to the position taken on the Company’s tax returns without the prior written consent of each such affected Member. If an audit results in an imputed underpayment by the Company or as determined under Section 6225 of the Internal Revenue Code, the Partnership Representative to comply Representative, with the Partnership Tax Audit Rules. Notwithstanding anything to approval of a Majority Interest of the contrary hereinMembers, no Member shall be required to (A) file amended tax returns in accordance with section 6225(c)(2may make the election under Section 6226(a) of the Internal Revenue Code within forty-five (or any similar provisions 45) days after the date of the notice of final partnership adjustment in the manner provided by the Internal Revenue Service. If such an election is made, the Company shall furnish to each Member of the Company for the year under state or local law)audit a statement reflecting the Member’s share of the adjusted items as determined in the notice of final partnership adjustment, or (B) and each such Member shall take any action in accordance with the “alternative procedure” pursuant to section 6225(c)(2)(Bsuch adjustment into account as required under Section 6226(b) of the Internal Revenue Code (and shall be liable for any related interest, penalty, addition to tax, or any similar provisions under state or local law). For purposes of this Agreement, “Partnership Tax Audit Rules” shall mean (i) sections 6221-6241 of the Code (as enacted pursuant to the Bipartisan Budget Act of 2015, Pub. L. No. 114-74), as amended from time to time, (ii) any Regulations or other official guidance promulgated under or relating to such Code sections, and (iii) any corresponding provisions of state or local income tax lawadditional amount.

Partnership Representative. xxxvi (a) The Investor NiSource Member shall be the “partnership representative” of the Company within the meaning of section 6223 of the Code (is hereby designated the “Partnership Representative”), and it shall serve as such at the expense of the Company with all powers granted to a partnership representative under the Code, but subject to the limitations set forth herein. The Partnership Representative shall appoint a natural person to serve as the “designated individual” within the meaning of section 301.6223-1(b)(3Code Section 6223(a) of the Regulations Company. The Partnership Representative shall, if required, designate from time to time a “designated individual” to act on behalf of the Partnership Representative (the “Designated Individual”). The Partnership Representative Representative, and such designated individual shall receive no additional compensation from the Company for its services in that capacity, but all reasonable expenses incurred be subject to replacement by the Partnership Representative in such capacity shall be borne by accordance with the Company Code and shall be Reimbursable Expenses to the extent incurred Treasury Regulations. If any state or paid by local tax law provides for a tax matters partner, partnership representative, or person having similar rights, powers, authority, or obligations, the Partnership Representative or its Affiliates on behalf of the Companyshall also serve in such capacity. The Partnership Representative is authorized to employ such accountants, attorneys and agents as it, in its reasonable discretion, determines are necessary to or useful in the performance of its duties. Subject to Section 8.3, the Partnership Representative is authorized to represent the Company before the United States Internal Revenue Service and any other Governmental Entity governmental agency with jurisdiction, and to sign such consents and to enter into settlements make all decisions regarding permitted elections under the Code, Treasury Regulations, and other agreements with such agencies as the Partnership Representative or its duly authorized officer deems necessary or advisable. Each Member shall give prompt notice to the Partnership Representative state and to each other Member of any and all notices it receives from the United States Internal Revenue Service concerning the Company, including any notice of a thirty (30) day appeal letter and any notice of deficiency in local tax concerning the Company’s federal income tax returns. The Partnership Representative shall serve in a similar capacity (or in a capacity similar to being the tax matters partner) law with respect to any similar tax related or other election provided by state or local laws. The proceedings; provided, however, the Partnership Representative shall not cause enter into any settlement or similar agreement without the consent of the Board (such consent not to be unreasonably withheld, conditioned, or delayed). All Members (and former Members) agree to cooperate with, and to do and refrain from doing any or all things reasonably required by the Partnership Representative in connection with the conduct of all such proceedings or to otherwise allow the Company to make an election under section 6221 of the Code if the Company is then eligible to make such election. (b) The Members agree to take all actions and provide any information reasonably requested by the Company or the Partnership Representative to comply with the partnership audit provisions of the Code, Treasury Regulations, and similar state and local law. All Members shall cooperate in good faith to amend this Section 10.2 or other provisions of this Agreement as necessary to reflect any statutory amendments or the promulgation of Treasury Regulations or other administrative authority promulgated under the Partnership Tax Audit RulesRules so as to, to the extent possible, preserve the relative rights, duties, and obligations of the Members hereunder. The Company shall, to the fullest extent permitted by law, reimburse and indemnify the Partnership Representative for all third-party expenses (including legal and accounting fees), claims, liabilities, losses, and damages incurred as the Partnership Representative in connection with any examination, administrative, or judicial proceeding, or otherwise acting in its capacity as Partnership Representative. (b) Notwithstanding anything to the contrary hereinin this Agreement, no each Member shall be required to (A) file amended tax returns in accordance with section 6225(c)(2) of the Code (or any similar provisions under state or local law)including, or (B) take any action in accordance with the “alternative procedure” pursuant to section 6225(c)(2)(B) of the Code (or any similar provisions under state or local law). For for purposes of this AgreementSection 10.2, “Partnership Tax Audit Rules” shall mean any Person who is or becomes a Member but who for any reason ceases to be a Member) (i) sections 6221-6241 hereby covenants to treat each item of income, gain, loss, deduction, or credit attributable to the Company in a manner consistent with the treatment of such income, gain, loss deduction, or credit on the tax return of the Code (Company or as enacted determined in a notice of final partnership adjustment pursuant to Section 6226 of the Bipartisan Budget Act of 2015, Pub. L. No. 114-74), as amended from time to timeCode, (ii) hereby agrees to indemnify and hold harmless the Company from such Member’s share of any Regulations tax and any penalties, interest, and additions to tax attributable to any adjustment to the income, gain, loss, deduction, or other official guidance promulgated under or relating credit of the Company pursuant to such Code sectionsSection 6226 of the Code, and (iii) hereby agrees to take all other actions as the Partnership Representative may reasonably direct with respect to the Member’s (or, in respect of the Member, the Company’s) tax liabilities, which shall not include filing an amended return for any corresponding provisions “reviewed year” to account for all adjustments under Section 6225(a) of state the Code properly allocable to the Member as provided in and otherwise contemplated by Section 6225(c) of the Code and any Treasury Regulations that may be promulgated thereunder. If the Company or any other entity in which the Company holds an interest is obligated to pay any amount to a governmental agency or body or to any other Person (or otherwise makes a payment) of any taxes arising under a federal, state, or local income tax lawaudit or other proceeding and the Partnership Representative determines that all or a portion of such payment is specifically attributable to a Member (or former Member), then such Member (or former Member) shall reimburse the Company in full for the entire amount paid (including any interest, penalties, and expenses associated with such payment). The obligations of a Member under this Section 10.2 shall survive such Member’s sale or other disposition of its interests in the Company and the termination, dissolution, liquidation, or winding up of the Company. (c) The Partnership Representative (i) shall keep the Investor Members reasonably informed of any material tax audit, settlement or proceeding and (ii) shall not settle or otherwise compromise a material tax audit, settlement or proceeding that would have a material adverse impact on either Investor Member, without the BIP Investor Member’s prior written consent (such consent not to be unreasonably withheld, conditioned, or delayed).

Partnership Representative. (a) The Investor Member shall be PNNT will serve as the “partnership representative” of the Company within the meaning of section 6223 of the Code (the “Partnership Representative”), and it shall serve as such at the expense of the Company with all powers granted to a partnership representative under the Code, but subject to the limitations set forth herein. The Partnership Representative shall appoint a natural person to serve as the “designated individual” within the meaning of section 301.6223-1(b)(3) of the Regulations to act on behalf of the Partnership Representative (the “Designated Individual”). The Partnership Representative shall receive no additional compensation from the Company for its services provided in that capacity, but all reasonable expenses incurred by the Partnership Representative in such capacity shall be borne by the Company and shall be Reimbursable Expenses to the extent incurred or paid by the Partnership Representative or its Affiliates on behalf of the Company. The Partnership Representative is authorized to employ such accountants, attorneys and agents as it, in its reasonable discretion, determines are necessary to or useful in the performance of its duties. Subject to Section 8.3, the Partnership Representative is authorized to represent the Company before the United States Internal Revenue Service and any other Governmental Entity with jurisdiction, and to sign such consents and to enter into settlements and other agreements with such agencies as the Partnership Representative or its duly authorized officer deems necessary or advisable. Each Member shall give prompt notice to the Partnership Representative and to each other Member of any and all notices it receives from the United States Internal Revenue Service concerning the Company, including any notice of a thirty (30) day appeal letter and any notice of deficiency in tax concerning the Company’s federal income tax returns. The Partnership Representative shall serve in a similar capacity (or in a capacity similar to being the tax matters partner) with respect to any similar tax related or other election provided by state or local laws. The Partnership Representative shall not cause the Company to make an election under section 6221 of the Code if the Company is then eligible to make such election. (b) The Members agree to take all actions and provide any information reasonably requested by the Company or the Partnership Representative to comply with the Partnership Tax Audit Rules. Notwithstanding anything to the contrary herein, no Member shall be required to (A) file amended tax returns in accordance with section 6225(c)(26223(a) of the Code (or any successor or similar provisions under provision of U.S. federal, state or local law) and a “designated individual” that is subject to the control of PNNT will be appointed by the Company through whom the partnership representative will act (individually and collectively referred to as the “Partnership Representative”). In such capacity, subject to the last sentence of this paragraph, the Partnership Representative shall have sole discretion to make or refrain from making any election or otherwise act on behalf of the Company (at the Company’s expense) in connection with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings. The Partnership Representative shall have the right to retain professional assistance in respect of any audit of the Company and all reasonable, documented out-of-pocket expenses and fees incurred by the Partnership Representative on behalf of the Company as Partnership Representative shall be reimbursed by the Company. Each Member agrees to cooperate with the Partnership Representative and provide such information as may be reasonably requested by the Partnership Representative in relation to carrying out its responsibilities under Section 6223 of the Code (and the regulations promulgated thereunder). The Company agrees to indemnify the Partnership Representative and its agents and save and hold them harmless, from and in respect to all Losses incurred by the Partnership Representative in connection with or resulting from any claim, action, or (B) demand against the Partnership Representative or the Company that arise out of or in any way relate to the Partnership Representative’s status as “partnership representative” of the Company. For the avoidance of doubt, the Partnership Representative shall not take any action requiring Prior Committee Approval prior to such Prior Committee Approval being obtained. (b) If the Company is subject to any tax liability imposed under Subchapter C of Chapter 63 of the Code, as well as any related interest, penalties, or other charges or expenses (collectively, a “Tax Liability”), the Members (acting through the Committee) (or the Partnership Representative, in accordance consultation with the “alternative procedure” Members (acting through the Committee)) shall allocate among the Members any Tax Liability in a manner it determines to be fair and equitable and the Capital Accounts hereunder by deducting amounts from Capital Accounts or reducing amounts otherwise distributable to Members, taking into account any modifications attributable to a Member pursuant to section 6225(c)(2)(BSection 6225(c) of the Code and any similar state and local authority. To the extent that a portion of a Tax Liability for a prior tax year relates to a former Member, the Members (acting through the Committee) (or the Partnership Representative, in consultation with the Members (acting through the Committee)) may require a former Member to indemnify the Company for its allocable portion of such tax. Each Member acknowledges that, notwithstanding the Transfer or withdrawal of all or any portion of its interest in the Company, pursuant to this Section 6.16, it may remain liable for Tax Liabilities with respect to its allocable share of income and gain of the Company for the Company’s tax years (or portions thereof) prior to such Transfer or withdrawal, as applicable, under Subchapter C of Chapter 63 of the Code or any similar provisions under state or local provisions. Any Tax Liability that is payable by the Company shall, to the extent attributable to a Member’s (or a former Member’s) interest in the Company, be treated as distributed or otherwise paid to such Member in the same manner as a withholding tax. The Members acknowledge and agree that the Members (acting through the Committee) or the Partnership Representative shall be permitted to take any actions to avoid Tax Liability being imposed on the Company or any of its Subsidiaries or Portfolio Companies under Subchapter C of Chapter 63 of the Code. To the fullest extent permitted by law, each Member hereby agrees to indemnify and hold harmless the Company and the other Members from and against any Tax Liability incurred by the Company or such other Members with respect to income attributable to or distributions or other payments to such Member, except in the event such liability arises due to the Company’s bad faith, gross negligence, fraud or intentional misconduct (or, in the case of the Administrative Agent, a breach of its duties under the Administration Agreement). For purposes Each Member agrees that, notwithstanding the Transfer of this Agreementall or any portion of its interest in the Company, “Partnership Tax Audit Rules” if requested by the Committee, it shall mean (i) sections 6221-6241 of provide an IRS Form W-9, the Code (as enacted pursuant to appropriate IRS Form W-8 or any other certificate or documentation, which, the Bipartisan Budget Act of 2015Committee reasonably determines, Pub. L. No. 114-74), as amended from time to time, (ii) any Regulations or other official guidance promulgated under or relating to such Code sections, and (iii) any corresponding provisions of state or local income tax lawis necessary.

Partnership Representative. (a) The Investor Member Fund 5 or such Person as it designates from time to time shall be the “partnership representative” of the Company within the meaning of section 6223 of the Code (the “Partnership Representative”), and it shall serve as such at the expense of the Company ) with all powers granted to a partnership representative under the Code, but subject respect to the limitations set forth hereinCompany. The Partnership Representative shall appoint a natural person to serve as have all powers and responsibilities provided in the “designated individual” within the meaning of section 301.6223-1(b)(3) of the Regulations to act on behalf of the Partnership Representative (the “Designated Individual”). The Partnership Representative shall receive no additional compensation from the Company for its services in that capacity, but all reasonable expenses incurred by the Partnership Representative in such capacity shall be borne by the Company and shall be Reimbursable Expenses to the extent incurred or paid by the Partnership Representative or its Affiliates on behalf of the CompanyCode. The Partnership Representative is authorized to employ such accountantsrepresent the Company, attorneys and agents as itat the Company’s expense, in its reasonable discretionconnection with all examinations of the Company’s affairs by tax authorities, determines are necessary including administrative and judicial proceedings, and to or useful in expend Company funds for professional services and costs associated therewith. With the performance approval of its duties. Subject to Section 8.3the Managers, the Partnership Representative is authorized shall have full authority to represent make any elections for U.S. federal, state or local tax purposes on behalf of the Company before the United States Internal Revenue Service and (including any other Governmental Entity with jurisdictionelections under Code Sections 754, 6221(b), 6225(c), and 6226 and Treasury Regulation Section 1.706-4), to sign such consents extend the statute of limitations and to enter into settlements control any tax audit or other proceeding on behalf of the Company. Any direct or indirect costs and other agreements with such agencies expenses incurred by the Partnership Representative, acting in its capacity as such, shall be deemed costs and expenses of the Company, and the Company shall reimburse the Partnership Representative or its duly authorized officer deems necessary or advisablefor all such amounts. Each Member shall give prompt notice to reasonably cooperate with the Partnership Representative and to each other Member of any and all notices it receives from provide the United States Internal Revenue Service concerning the Company, including any notice of a thirty (30) day appeal letter and any notice of deficiency in tax concerning the Company’s federal income tax returns. The Partnership Representative shall serve in a any tax information reasonably requested that is within such Member’s possession or reasonably available to such Member so that the Partnership Representative can implement the provisions of this Section 8.3 (including by making any election permitted hereunder), and can conduct any tax audit or similar capacity (or in a capacity similar to being the tax matters partner) proceeding with respect to any similar tax related or other election provided by state or local laws. The Partnership Representative shall not cause the Company to make an election under section 6221 of the Code if the Company is then eligible to make such electionCompany. (b) If the Partnership Representative determines that the Company and/or the Members should file amended returns to facilitate a resolution to any audit or other dispute with any taxing authority, the Members hereby agree to timely file such amended returns in a manner consistent determined by the Partnership Representative. The Members agree to take all actions and promptly provide any reasonable information in connection with any audit or tax return of the Company, upon the request of the Partnership Representative. (c) The Partnership Representative may require a Member who is transferring its interest to deposit an amount equal to such Member’s anticipated share of any tax liability, as reasonably requested determined by the Company or the Partnership Representative to comply with the Partnership Tax Audit Rules. Notwithstanding anything to the contrary herein, no Member shall be required to (A) file amended tax returns in accordance with section 6225(c)(2) of the Code (or any similar provisions under state or local law), or (B) take any action in accordance with the “alternative procedure” pursuant to section 6225(c)(2)(B) of the Code (or any similar provisions under state or local law). For purposes of this Agreement, “Partnership Tax Audit Rules” shall mean (i) sections 6221-6241 of the Code (as enacted pursuant to the Bipartisan Budget Act of 2015, Pub. L. No. 114-74), as amended from time to time, (ii) any Regulations or other official guidance promulgated under or relating to such Code sections, and (iii) any corresponding provisions of state or local income tax law.Representative

Partnership Representative. (a) The Investor NiSource Member shall be the “partnership representative” of the Company within the meaning of section 6223 of the Code (is hereby designated the “Partnership Representative”), and it shall serve as such at the expense of the Company with all powers granted to a partnership representative under the Code, but subject to the limitations set forth herein. The Partnership Representative shall appoint a natural person to serve as the “designated individual” within the meaning of section 301.6223-1(b)(3Code Section 6223(a) of the Regulations Company. The Partnership Representative shall, if required, designate from time to time a “designated individual” to act on behalf of the Partnership Representative (the “Designated Individual”). The Partnership Representative Representative, and such designated individual shall receive no additional compensation from the Company for its services in that capacity, but all reasonable expenses incurred be subject to replacement by the Partnership Representative in such capacity shall be borne by accordance with the Company Code and shall be Reimbursable Expenses to the extent incurred Treasury Regulations. If any state or paid by local tax law provides for a tax matters partner, partnership representative, or person having similar rights, powers, authority, or obligations, the Partnership Representative or its Affiliates on behalf of the Companyshall also serve in such capacity. The Partnership Representative is authorized to employ such accountants, attorneys and agents as it, in its reasonable discretion, determines are necessary to or useful in the performance of its duties. Subject to Section 8.3, the Partnership Representative is authorized to represent the Company before the United States Internal Revenue Service and any other Governmental Entity governmental agency with jurisdiction, and to sign such consents and to enter into settlements make all decisions regarding permitted elections under the Code, Treasury Regulations, and other agreements with such agencies as the Partnership Representative or its duly authorized officer deems necessary or advisable. Each Member shall give prompt notice to the Partnership Representative state and to each other Member of any and all notices it receives from the United States Internal Revenue Service concerning the Company, including any notice of a thirty (30) day appeal letter and any notice of deficiency in local tax concerning the Company’s federal income tax returns. The Partnership Representative shall serve in a similar capacity (or in a capacity similar to being the tax matters partner) law with respect to any similar tax related or other election provided by state or local laws. The proceedings; provided, however, the Partnership Representative shall not cause enter into any settlement or similar agreement without the consent of the Board (such consent not to be unreasonably withheld, conditioned, or delayed). All Members (and former Members) agree to cooperate with, and to do and refrain from doing any or all things reasonably required by the Partnership Representative in connection with the conduct of all such proceedings or to otherwise allow the Company to make an election under section 6221 of the Code if the Company is then eligible to make such election. (b) The Members agree to take all actions and provide any information reasonably requested by the Company or the Partnership Representative to comply with the partnership audit provisions of the Code, Treasury Regulations, and similar state and local law. All Members shall cooperate in good faith to amend this Section 10.2 or other provisions of this Agreement as necessary to reflect any statutory amendments or the promulgation of Treasury Regulations or other administrative authority promulgated under the Partnership Tax Audit RulesRules so as to, to the extent possible, preserve the relative rights, duties, and obligations of the Members hereunder. The Company shall, to the fullest extent permitted by law, reimburse and indemnify the Partnership Representative for all third-party expenses (including legal and accounting fees), claims, liabilities, losses, and damages incurred as the Partnership Representative in connection with any examination, administrative, or judicial proceeding, or otherwise acting in its capacity as Partnership Representative. (b) Notwithstanding anything to the contrary hereinin this Agreement, no each Member shall be required to (A) file amended tax returns in accordance with section 6225(c)(2) of the Code (or any similar provisions under state or local law)including, or (B) take any action in accordance with the “alternative procedure” pursuant to section 6225(c)(2)(B) of the Code (or any similar provisions under state or local law). For for purposes of this AgreementSection 10.2, “Partnership Tax Audit Rules” shall mean any Person who is or becomes a Member but who for any reason ceases to be a Member) (i) sections 6221-6241 hereby covenants to treat each item of income, gain, loss, deduction, or credit attributable to the Company in a manner consistent with the treatment of such income, gain, loss deduction, or credit on the tax return of the Code (Company or as enacted determined in a notice of final partnership adjustment pursuant to Section 6226 of the Bipartisan Budget Act of 2015, Pub. L. No. 114-74), as amended from time to timeCode, (ii) hereby agrees to indemnify and hold harmless the Company from such Member’s share of any Regulations tax and any penalties, interest, and additions to tax attributable to any adjustment to the income, gain, loss, deduction, or other official guidance promulgated under or relating credit of the Company pursuant to such Code sectionsSection 6226 of the Code, and (iii) hereby agrees to take all other actions as the Partnership Representative may reasonably direct with respect to the Member’s (or, in respect of the Member, the Company’s) tax liabilities, which shall not include filing an amended return for any corresponding provisions “reviewed year” to account for all adjustments under Section 6225(a) of state the Code properly allocable to the Member as provided in and otherwise contemplated by Section 6225(c) of the Code and any Treasury Regulations that may be promulgated thereunder. If the Company or any other entity in which the Company holds an interest is obligated to pay any amount to a governmental agency or body or to any other Person (or otherwise makes a payment) of any taxes arising under a federal, state, or local income tax lawaudit or other proceeding and the Partnership Representative determines that all or a portion of such payment is specifically attributable to a Member (or former Member), then such Member (or former Member) shall reimburse the Company in full for the entire amount paid (including any interest, penalties, and expenses associated with such payment). The obligations of a Member under this Section 10.2 shall survive such Member’s sale or other disposition of its interests in the Company and the termination, dissolution, liquidation, or winding up of the Company. (c) The Partnership Representative (i) shall keep the Investor Member reasonably informed of any material tax audit, settlement or proceeding and (ii) shall not settle or otherwise compromise a material tax audit, settlement or proceeding that would have a material adverse impact on the Investor Member, without the Investor Member’s prior written consent (such consent not to be unreasonably withheld, conditioned, or delayed).