Common use of Tax Representative Clause in Contracts

Tax Representative. (a) The Members designate Common Member (or such other Person designated by Common Member (subject to the Approval of Preferred Member) and eligible to act in such capacity) to be the Company’s “partnership representative” under Section 6223 of the Code (and any comparable provision of applicable state and local tax law) (collectively, the “Tax Representative”). The Tax Representative shall have all powers and responsibilities provided for a “partnership representative” in the provisions of the Code referred to above and corresponding provisions of state and local law, including but not limited to the power to make any and all elections under the Revised Partnership Audit Provisions and to designate any individual through whom the Tax Representative shall act (if the Tax Representative is not an individual). The Tax Representative shall keep Preferred Member informed of any material inquiries, audits, other proceedings or tax deficiencies assessed or proposed to be assessed (of which the Tax Representative is actually aware) by any taxing authority against the Company by providing written notice thereof to Preferred Member on or before the fifth (5th) Business Day after becoming aware thereof and, within that time, shall forward to Preferred Member copies of all written communications it may receive in that capacity. The Company shall pay and be responsible for all reasonable third-party costs and expenses incurred by the Tax Representative in performing those duties, including any causes of action arising out of, resulting from or attributable, in whole or in part, to the Tax Representative’s actions and decisions in its conduct as the Tax Representative, to the fullest extent allowed by applicable law. Each Member shall be responsible for any costs incurred by such Member with respect to any tax audit or tax-related administrative or judicial proceeding against such Member, even though it relates to the Company. The Members shall cooperate as reasonably requested by the Tax Representative in connection with any election or decision made by it acting in that capacity (including by filing amended tax returns, providing information requested, and reporting in their tax returns consistently with any settlements reached with a taxing authority). Notwithstanding anything to the contrary, if Preferred Member transfers its Preferred Membership Interest or otherwise ceases to be a Member, Preferred Member (or such other Person designated by Preferred Member) shall retain any rights under this Section 7.3 with respect to all audits and related actions the outcome of which could affect Preferred Member or its direct or indirect owners. (b) If the Company incurs any liability for taxes, interest or penalties pursuant to the Revised Partnership Audit Provisions then: (i) the Tax Representative shall cause the Members (including any former Member) to whom such liability relates, as determined by Tax Representative in its reasonable good faith discretion (subject to the Approval of Preferred Member), to pay, and each such Member hereby agrees, to pay such amount to the Company and such amount shall not be treated as a Capital Contribution for purposes of any provision herein that affects distributions to the Members; (ii) any amount not paid by a Member (or former Member) within five (5) Business Days after the time requested by Tax Representative (such Member or former Member, a “Non-Paying Member”) shall accrue interest at the rate of twenty percent (20%) per annum, compounded quarterly (but in no event in excess of the highest rate permitted by applicable laws), until paid, and such Non-Paying Member shall also be liable to the Company for any damages resulting from a delay in making such payment beyond the date such payment is requested by Tax Representative, and for this purpose the fact that the Company could have paid this amount with other funds shall not be taken into account in determining such damages. If any other Member (or Affiliate thereof) funds any such amount, such funding shall be treated as a loan to the Non-Paying Member that shall accrue interest at the rate of twenty percent (20%) per annum, compounded quarterly (but in no event in excess of the highest rate permitted by applicable laws), shall be payable on demand, and any amounts otherwise payable to such Non-Paying Member (or Affiliate thereof) pursuant to this Agreement or any other agreement between the Company (or a Company Subsidiary) and such Non-Paying Member (or Affiliate thereof) shall be paid to such lending Member (or Affiliate thereof) (which payment shall be treated as a distribution or payment (as applicable) to the intended original recipient followed by a payment by the Non-Paying Member of such loan (and an intervening payment between the Non-Paying Member and its Affiliate, if applicable)); and (iii) without reduction in a Member’s (or former Member’s) obligation under clauses (i) and (ii), any amount paid by the Company that is attributable to a Member (or former Member), as determined by Tax Representative in its sole good faith discretion, and that is not paid by such Member (or former Member) pursuant to clauses (i) and (ii) shall be treated for purposes of this Agreement as an advance of distributions to which the Non-Paying Member is entitled under this Agreement. (c) If the Company liquidates prior to the full indemnification of reimbursable costs incurred by the Tax Representative acting in its capacity as such, each Member shall be personally liable for its share of such costs as determined in good faith by the Tax Representative based on the distribution rights of the Members at the time of such liquidation. (d) The obligations of each Member (or former Member) under this Section 7.3 shall survive the transfer by such Member of its Membership Interest and the dissolution of the Company. (e) The Tax Representative shall not have any implied obligations or duties, may rely on the advice or services of any lawyers, accountants, tax advisers or other professional advisers or experts and shall not be liable for any damages, costs or losses to any Person, any diminution in value or any liability whatsoever arising as a result of such reliance or otherwise as a result of action or inaction taken in its capacity as Tax Representative. The Tax Representative shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Agreement. The Tax Representative shall not be liable for any action taken or omitted to be taken except to the minimum extent required by law. Each Member hereby waives, releases and agrees not to sue the Tax Representative or any of the Tax Representative’s Affiliates, officers, directors, employees, attorneys, members, partners or agents for damages in respect of any claim in connection with, arising out of, or in any way related to, the Tax Representative’s duties under this Agreement except for gross negligence, willful misconduct or fraud. (f) Neither Common Member nor the Tax Representative shall enter into any proposed settlement or other agreement with the Internal Revenue Service or any other taxing authority, take any administrative or judicial appeal with respect thereto, or make any tax elections on behalf of the Company that in any such case could adversely affect Preferred Member without the Approval of Preferred Member, which Approval may be withhold in Preferred Member’s sole discretion.

Tax Representative. (ai) The Members designate Common All references throughout this Agreement to provisions of the Code shall be to such provisions as enacted by the Bipartisan Budget Act of 2015, as such provisions may subsequently be modified. (ii) Unless and until another Member (or such other Person is designated by Common Member (subject to the Approval of Preferred Member) and eligible to act in such capacity) to be as the Company’s 's designated “partnership representative” under within the meaning of Code Section 6223 of the Code (and any comparable provision of applicable state and local tax law) (collectively, the “Tax Representative”). The , the existing Tax Matters Partner shall act as the Tax Representative shall have all powers and responsibilities provided with sole authority to act on behalf of the Company for a “partnership representative” in the provisions purposes of Subchapter C of Chapter 63 of the Code referred to above and corresponding any comparable provisions of state or local income tax laws. (iii) If the Company qualifies to elect pursuant to Code Section 6221(b) (or any successor provision) to have Subchapter C of Chapter 63 of the Code not apply to any federal income tax audits and local lawother proceedings, including but not limited to the power to make any and all elections under the Revised Partnership Audit Provisions and to designate any individual through whom the Tax Representative shall act cause the Company to make such election. (if iv) If any “partnership adjustment” (as defined in Code Section 6241(2)) is determined with respect to the Company, the Tax Representative shall promptly notify the Members upon the receipt of a notice of final partnership adjustment, and shall, within 30 days after the receipt of such notice, take such actions as it deems reasonably necessary (including whether to file a petition in Tax Court) to cause the Company to pay the amount of any such adjustment under Code Section 6225, or make the election under Code Section 6226. (v) If any “partnership adjustment” (as defined in Code Section 6241(2)) is finally determined with respect to the Company, and the Tax Representative has not an individualcaused the Company to make the election under Code Section 6226, then (i) the Members shall take such actions requested by the Tax Representative, including filing amended tax returns and paying any tax due in accordance with Code Section 6225(c)(2). The ; (ii) the Tax Representative shall keep Preferred Member informed use commercially reasonable efforts to make any modifications available under Code Section 6225(c)(3), (4) and (5); and (iii) any “imputed underpayment” (as determined in accordance with Code Section 6225) or partnership adjustment that does not give rise to an imputed underpayment shall be apportioned among the Members of any material inquiries, audits, other proceedings or tax deficiencies assessed or proposed to be assessed (of the Company for the taxable year in which the Tax Representative adjustment is actually aware) by any taxing authority against the Company by providing written notice thereof to Preferred Member on or before the fifth finalized in such manner as may be necessary (5th) Business Day after becoming aware thereof and, within that time, shall forward to Preferred Member copies of all written communications it may receive in that capacity. The Company shall pay and be responsible for all reasonable third-party costs and expenses incurred as determined by the Tax Representative in performing those duties, including any causes of action arising out of, resulting from or attributable, in whole or in partgood faith) so that, to the Tax Representative’s actions maximum extent possible, the tax and decisions economic consequences of the partnership adjustment and any associated interest and penalties are borne by the Members based upon the Units they held in its conduct as the Company for the reviewed year. (vi) If any Subsidiary of the Company (i) pays any partnership adjustment under Code Section 6225; (ii) requires the Company to file an amended tax return and pay associated taxes to reduce the amount of a partnership adjustment imposed on the Subsidiary, or (iii) makes an election under Code Section 6226, the Tax Representative, Representative shall cause the Company to make the fullest extent allowed by applicable law. Each Member shall be responsible administrative adjustment request provided for any costs incurred by such Member in Code Section 6227 consistent with respect to any tax audit or tax-related administrative or judicial proceeding against such Member, even though it relates to the principles and limitations set forth in Sections 10.3(b)(iv) through 10.3(b)(v) above for partnership adjustments of the Company. The , and the Members shall cooperate as take such actions reasonably requested by the Tax Representative in connection with any election or decision made by it acting in that capacity (including by filing amended tax returns, providing information requested, and reporting in their tax returns consistently with any settlements reached with a taxing authority). Notwithstanding anything to the contrary, if Preferred Member transfers its Preferred Membership Interest or otherwise ceases to be a Member, Preferred Member (or furtherance of such other Person designated by Preferred Member) shall retain any rights under this Section 7.3 with respect to all audits and related actions the outcome of which could affect Preferred Member or its direct or indirect ownersadministrative adjustment request. (b) If the Company incurs any liability for taxes, interest or penalties pursuant to the Revised Partnership Audit Provisions then: (i) the Tax Representative shall cause the Members (including any former Member) to whom such liability relates, as determined by Tax Representative in its reasonable good faith discretion (subject to the Approval of Preferred Member), to pay, and each such Member hereby agrees, to pay such amount to the Company and such amount shall not be treated as a Capital Contribution for purposes of any provision herein that affects distributions to the Members; (ii) any amount not paid by a Member (or former Member) within five (5) Business Days after the time requested by Tax Representative (such Member or former Member, a “Non-Paying Member”) shall accrue interest at the rate of twenty percent (20%) per annum, compounded quarterly (but in no event in excess of the highest rate permitted by applicable laws), until paid, and such Non-Paying Member shall also be liable to the Company for any damages resulting from a delay in making such payment beyond the date such payment is requested by Tax Representative, and for this purpose the fact that the Company could have paid this amount with other funds shall not be taken into account in determining such damages. If any other Member (or Affiliate thereof) funds any such amount, such funding shall be treated as a loan to the Non-Paying Member that shall accrue interest at the rate of twenty percent (20%) per annum, compounded quarterly (but in no event in excess of the highest rate permitted by applicable laws), shall be payable on demand, and any amounts otherwise payable to such Non-Paying Member (or Affiliate thereof) pursuant to this Agreement or any other agreement between the Company (or a Company Subsidiary) and such Non-Paying Member (or Affiliate thereof) shall be paid to such lending Member (or Affiliate thereof) (which payment shall be treated as a distribution or payment (as applicable) to the intended original recipient followed by a payment by the Non-Paying Member of such loan (and an intervening payment between the Non-Paying Member and its Affiliate, if applicable)); and (iii) without reduction in a Member’s (or former Member’s) obligation under clauses (i) and (ii), any amount paid by the Company that is attributable to a Member (or former Member), as determined by Tax Representative in its sole good faith discretion, and that is not paid by such Member (or former Member) pursuant to clauses (i) and (ii) shall be treated for purposes of this Agreement as an advance of distributions to which the Non-Paying Member is entitled under this Agreement. (c) If the Company liquidates prior to the full indemnification of reimbursable costs incurred by the Tax Representative acting in its capacity as such, each Member shall be personally liable for its share of such costs as determined in good faith by the Tax Representative based on the distribution rights of the Members at the time of such liquidation. (dvii) The obligations of each Member (or former Member) Member under this Section 7.3 10.3 shall survive the transfer or redemption by such Member of its Membership Interest Units and the termination of this Agreement or the dissolution of the Company. (e) The Tax Representative shall not have any implied obligations or duties, may rely on the advice or services of any lawyers, accountants, tax advisers or other professional advisers or experts and shall not be liable for any damages, costs or losses to any Person, any diminution in value or any liability whatsoever arising as a result of such reliance or otherwise as a result of action or inaction taken in its capacity as Tax Representative. The Tax Representative shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Agreement. The Tax Representative shall not be liable for any action taken or omitted to be taken except to the minimum extent required by law. Each Member hereby waives, releases and agrees not to sue the Tax Representative or any of the Tax Representative’s Affiliates, officers, directors, employees, attorneys, members, partners or agents for damages in respect of any claim in connection with, arising out of, or in any way related to, the Tax Representative’s duties under this Agreement except for gross negligence, willful misconduct or fraud. (f) Neither Common Member nor the Tax Representative shall enter into any proposed settlement or other agreement with the Internal Revenue Service or any other taxing authority, take any administrative or judicial appeal with respect thereto, or make any tax elections on behalf of the Company that in any such case could adversely affect Preferred Member without the Approval of Preferred Member, which Approval may be withhold in Preferred Member’s sole discretion.

Tax Representative. (a) The Members designate Common Member For taxable years beginning before January 1, 2018 (or such other Person designated by Common Member (subject later years before which the amendments to the Approval of Preferred Member) and eligible to act in such capacity) to be the Company’s “partnership representative” under Section 6223 Chapter 63 of the Code by Section 1101 of the Bipartisan Budget Act of 2015, P. L. 114-74 (and any comparable provision of applicable state and local the “Budget Act”) are effective), PEC shall serve as the “tax law) matters partner” under Code section 6231 (collectively, the “Tax Matters Member”) until a successor is designated by the Management Committee. (b) For taxable years beginning after December 31, 2017 (or such later years during which the Budget Act amendments to Chapter 63 of the Code are effective), PEC will be designated, and will be specifically authorized to act as, the partnership representative (the “Partnership Representative”)) in accordance with Code section 6223, as amended by the Budget Act, until a successor is designated by the Management Committee. The Tax Partnership Representative shall have all powers and responsibilities provided for a “partnership representative” in will apply the provisions of subchapter C of Chapter 63 of the Code referred to above and corresponding provisions of state and local lawCode, including but not limited to the power to make any and all elections under the Revised Partnership Audit Provisions and to designate any individual through whom the Tax Representative shall act (if the Tax Representative is not an individual). The Tax Representative shall keep Preferred Member informed of any material inquiries, audits, other proceedings or tax deficiencies assessed or proposed to be assessed (of which the Tax Representative is actually aware) by any taxing authority against the Company by providing written notice thereof to Preferred Member on or before the fifth (5th) Business Day after becoming aware thereof and, within that time, shall forward to Preferred Member copies of all written communications it may receive in that capacity. The Company shall pay and be responsible for all reasonable third-party costs and expenses incurred as amended by the Tax Representative in performing those duties, including Budget Act (or any causes of action arising out of, resulting from or attributable, in whole or in part, to the Tax Representative’s actions and decisions in its conduct as the Tax Representative, to the fullest extent allowed by applicable law. Each Member shall be responsible for any costs incurred by such Member successor rules thereto) with respect to any audit, imputed underpayment, other adjustment, or any such decision or action by the Internal Revenue Service with respect to the Company or the Members for such taxable years, in the manner determined by the Partnership Representative. The Partnership Representative shall exercise any and all authority of a Partnership Representative under the Code, including, without limitation: (i) binding the Company and its Members with respect to tax audit matters and (ii) determining whether to make any available election under Code section 6226. Each Member does hereby agree to indemnify and hold harmless the Company from and against any liability with respect to its share of any tax deficiency paid or tax-related administrative payable by the Company that is allocable to the Member (as reasonably determined by the Management Committee) with respect to an audited or judicial proceeding against reviewed taxable year for which such Member was a Member in the Company (for the avoidance of doubt, including any applicable interest and penalties). The obligations set forth in this Section 7.7 will survive such Member’s ceasing to be a Member in the Company and/or the termination, even though it relates to dissolution, liquidation or winding up of the Company. The Members shall cooperate as reasonably requested by amend the Tax Representative in connection with any election or decision made by it acting in that capacity (including by filing amended tax returns, providing information requested, and reporting in their tax returns consistently with any settlements reached with a taxing authority). Notwithstanding anything to the contrary, if Preferred Member transfers its Preferred Membership Interest or otherwise ceases to be a Member, Preferred Member (or such other Person designated by Preferred Member) shall retain any rights under this Section 7.3 with respect to all audits and related actions the outcome of which could affect Preferred Member or its direct or indirect owners. (b) If the Company incurs any liability for taxes, interest or penalties pursuant to the Revised Partnership Audit Provisions then: (i) the Tax Representative shall cause the Members (including any former Member) to whom such liability relates, as determined by Tax Representative in its reasonable good faith discretion (subject to the Approval of Preferred Member), to pay, and each such Member hereby agrees, to pay such amount to the Company and such amount shall not be treated as a Capital Contribution for purposes of any provision herein that affects distributions to the Members; (ii) any amount not paid by a Member (or former Member) within five (5) Business Days after the time requested by Tax Representative (such Member or former Member, a “Non-Paying Member”) shall accrue interest at the rate of twenty percent (20%) per annum, compounded quarterly (but in no event in excess of the highest rate permitted by applicable laws), until paid, and such Non-Paying Member shall also be liable to the Company for any damages resulting from a delay in making such payment beyond the date such payment is requested by Tax Representative, and for this purpose the fact that the Company could have paid this amount with other funds shall not be taken into account in determining such damages. If any other Member (or Affiliate thereof) funds any such amount, such funding shall be treated as a loan to the Non-Paying Member that shall accrue interest at the rate of twenty percent (20%) per annum, compounded quarterly (but in no event in excess of the highest rate permitted by applicable laws), shall be payable on demand, and any amounts otherwise payable to such Non-Paying Member (or Affiliate thereof) pursuant to this Agreement or any other agreement between the Company (or a Company Subsidiary) and such Non-Paying Member (or Affiliate thereof) shall be paid to such lending Member (or Affiliate thereof) (which payment shall be treated as a distribution or payment (as applicable) to the intended original recipient followed by a payment by the Non-Paying Member of such loan (and an intervening payment between the Non-Paying Member and its Affiliate, if applicable)); and (iii) without reduction in a Member’s (or former Member’s) obligation under clauses (i) and (ii), any amount paid by the Company that is attributable to a Member (or former Member), as determined by Tax Representative in its sole good faith discretion, and that is not paid by such Member (or former Member) pursuant to clauses (i) and (ii) shall be treated for purposes provisions of this Agreement as an advance appropriate to reflect the proposal or promulgation of distributions Treasury Regulations implementing the audit, assessment and collection rules adopted by the Budget Act, including any amendments to which the Non-Paying Member is entitled under this Agreementthose rules. (c) If The Tax Matters Member and the Partnership Representative, as applicable, shall promptly notify the Members if any tax return or report of the Company liquidates prior is audited or if any adjustments are proposed by any Governmental Entity. In addition, the Tax Matters Member and the Partnership Representative, as applicable, shall promptly give to the full indemnification Members all notices concerning administrative or judicial actions relating to tax matters. During the pendency of reimbursable costs any such administrative or judicial actions, the Tax Matters Member and the Partnership Representative, as applicable, shall give to the Members periodic reports concerning the status of any such action. Without the consent of each Member, the Tax Matters Member and the Partnership Representative, as applicable, shall not extend the statute of limitations, file a request for administrative adjustment, file suit concerning any tax refund or deficiency relating to any Company administrative adjustment or enter into any settlement agreement relating to any Company item of income, gain, loss, deduction or credit for any Fiscal Year of the Company. Neither the Tax Matters Member nor the Partnership Representative shall take any material action in its capacity as such without prior approval of the Management Committee. Any reasonable, documented cost or expense incurred by the Tax Representative acting Matters Member or the Partnership Representative, as applicable, in connection with its capacity as suchduties, each Member including the preparation for or pursuance of administrative or judicial proceedings, shall be personally liable for its share of such costs as determined in good faith paid by the Tax Representative based on the distribution rights of the Members at the time of such liquidation. (d) The obligations of each Member (or former Member) under this Section 7.3 shall survive the transfer by such Member of its Membership Interest and the dissolution of the Company. (e) The Tax Representative shall not have any implied obligations or duties, may rely on the advice or services of any lawyers, accountants, tax advisers or other professional advisers or experts and shall not be liable for any damages, costs or losses to any Person, any diminution in value or any liability whatsoever arising as a result of such reliance or otherwise as a result of action or inaction taken in its capacity as Tax Representative. The Tax Representative shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Agreement. The Tax Representative shall not be liable for any action taken or omitted to be taken except to the minimum extent required by law. Each Member hereby waives, releases and agrees not to sue the Tax Representative or any of the Tax Representative’s Affiliates, officers, directors, employees, attorneys, members, partners or agents for damages in respect of any claim in connection with, arising out of, or in any way related to, the Tax Representative’s duties under this Agreement except for gross negligence, willful misconduct or fraud. (f) Neither Common Member nor the Tax Representative shall enter into any proposed settlement or other agreement with the Internal Revenue Service or any other taxing authority, take any administrative or judicial appeal with respect thereto, or make any tax elections on behalf of the Company that in any such case could adversely affect Preferred Member without the Approval of Preferred Member, which Approval may be withhold in Preferred Member’s sole discretion.

Tax Representative. (a) The Members designate Common Member (or such other Person Board of Managers shall be designated by Common Member (subject to the Approval of Preferred Member) and eligible to act in such capacity) to be the Company’s “partnership representative” under within the meaning of Code Section 6223 of the Code (6223(a) and any comparable provision of applicable similar state and local provision of law and, as necessary, shall designate an individual with reasonable knowledge of the tax law) matters of the Company to be the “designated individual” within the meaning of Treasury Regulation Section 301.6223- 1; provided that such “designated individual” shall be subject to the same fiduciary duties to the Company as the Board of Managers and the Board of Managers shall remain ultimately responsible for its duties and responsibilities hereunder (the “partnership representative” and the “designated individual,” collectively, the “Tax Representative”). The Tax Representative ) and the Board of Managers shall have all powers and responsibilities provided for a “partnership representative” in be authorized to take any actions necessary under Treasury Regulations or other guidance to cause the provisions Board of the Code referred to above and corresponding provisions of state and local law, including but not limited to the power to make any and all elections under the Revised Partnership Audit Provisions and to designate any individual through whom the Tax Representative shall act (if the Tax Representative is not an individual). The Tax Representative shall keep Preferred Member informed of any material inquiries, audits, other proceedings or tax deficiencies assessed or proposed Managers to be assessed designated as such and the Members shall take such other actions as may be requested by the Board of Managers to ratify or confirm such designation. In connection with this designation: (of which the Tax Representative is actually awarei) by any taxing authority against the Company by providing written notice thereof to Preferred and each Member on or before the fifth (5thincluding any former Member) Business Day after becoming aware thereof and, within agree that time, they shall forward to Preferred Member copies of all written communications it may receive in that capacity. The Company shall pay and be responsible for all reasonable third-party costs and expenses incurred bound by the Tax Representative in performing those duties, including any causes of action arising out of, resulting from or attributable, in whole or in part, to the Tax Representative’s actions and decisions in its conduct as taken by the Tax Representative, as described in Code Section 6223(b); (ii) the Members consent to the fullest extent allowed by applicable law. Each Member shall be responsible for election set forth in Code Section 6226(a) and agree to take any costs incurred by such Member with respect to any tax audit or tax-related administrative or judicial proceeding against such Memberaction, even though it relates to and furnish the Company. The Members shall cooperate as reasonably requested by the Tax Representative in connection Board of Managers with any information necessary, to give effect to such election or decision made by it acting in that capacity if the Board of Managers decides to make such election; (including by filing amended tax returns, providing information requested, and reporting in their tax returns consistently with iii) any settlements reached with a taxing authority). Notwithstanding anything to imputed underpayment imposed on the contrary, if Preferred Member transfers its Preferred Membership Interest or otherwise ceases to be a Member, Preferred Member Company (or such other Person designated by Preferred Member) shall retain any rights under this Section 7.3 with respect to all audits and related actions the outcome of fiscally transparent entity in which could affect Preferred Member or its direct or indirect owners. (b) If the Company incurs any liability for taxes, interest or penalties owns an interest) pursuant to Code Section 6232 (and any related interest, penalties or other additions to tax) that the Revised Partnership Audit Provisions then: (i) the Tax Representative shall cause the Board of Managers reasonably determines is attributable to one or more Members (including any former Member) to whom shall be promptly paid by such liability relates, as determined by Tax Representative in its reasonable good faith discretion (subject Members to the Approval Company (pro rata in proportion to their respective shares of Preferred Member), to pay, such underpayment) within fifteen (15) days following the Board of Managers’ request for payment (and each such Member hereby agrees, any failure to pay such amount to the Company and such amount shall not be treated as result in a Capital Contribution for purposes of any provision herein that affects subsequent reduction in distributions to the Members; (ii) any amount not paid by a Member (or former Member) within five (5) Business Days after the time requested by Tax Representative (such Member or former Member, a “Non-Paying Member”) shall accrue interest at the rate of twenty percent (20%) per annum, compounded quarterly (but in no event in excess of the highest rate permitted by applicable laws), until paid, and such Non-Paying Member shall also be liable to the Company for any damages resulting from a delay in making such payment beyond the date such payment is requested by Tax Representative, and for this purpose the fact that the Company could have paid this amount with other funds shall not be taken into account in determining such damages. If any other Member (or Affiliate thereof) funds any such amount, such funding shall be treated as a loan to the Non-Paying Member that shall accrue interest at the rate of twenty percent (20%) per annum, compounded quarterly (but in no event in excess of the highest rate permitted by applicable laws), shall be payable on demand, and any amounts otherwise payable to such Non-Paying Member plus interest on such amount calculated at the Prime Rate plus two percent (or Affiliate thereof) pursuant to this Agreement or any other agreement between the Company (or a Company Subsidiary) and such Non-Paying Member (or Affiliate thereof) shall be paid to such lending Member (or Affiliate thereof) (which payment shall be treated as a distribution or payment (as applicable) to the intended original recipient followed by a payment by the Non-Paying Member of such loan (and an intervening payment between the Non-Paying Member and its Affiliate, if applicable2%)); and (iii) without reduction in a Member’s (or former Member’s) obligation under clauses (i) and (ii), any amount paid by the Company that is attributable to a Member (or former Member), as determined by Tax Representative in its sole good faith discretion, iv) Sections 14.3 and that is not paid by such Member (or former Member) pursuant to clauses (i) and (ii) 14.4 shall be treated for purposes of this Agreement as an advance of distributions to which the Non-Paying Member is entitled under this Agreement. (c) If the Company liquidates prior apply to the full indemnification Board of reimbursable costs incurred by the Tax Representative acting in its capacity as such, each Member shall be personally liable for its share of such costs as determined in good faith by the Tax Representative based on the distribution rights of the Members at the time of such liquidation. (d) The obligations of each Member (or former Member) under this Section 7.3 shall survive the transfer by such Member of its Membership Interest and the dissolution of the Company. (e) The Tax Representative shall not have any implied obligations or duties, may rely on the advice or services of any lawyers, accountants, tax advisers or other professional advisers or experts and shall not be liable for any damages, costs or losses to any Person, any diminution in value or any liability whatsoever arising as a result of such reliance or otherwise as a result of action or inaction taken Managers in its capacity as Tax Representative. The Tax Representative Board of Managers shall have no liability use reasonable efforts to make any modifications to an imputed underpayment available under Code Sections 6225(c)(3), (4) and no duty to inquire as to the provisions of any agreement other than this Agreement(5). The Tax Representative Board of Managers shall not be liable allocate any imputed underpayment, interest, and related costs described in clause (iii) above among the Members in an equitable manner, taking into account the status of each Member, including, for any action taken or omitted to be taken except to the minimum extent required by lawavoidance of doubt, a Member’s tax exempt status. Each Member hereby waivesThe Board of Managers, releases and agrees not to sue in its capacity as the Tax Representative or Representative, shall be authorized to take any of the Tax Representative’s Affiliatesforegoing actions (or any similar actions), officersto the extent necessary to allow the Company to comply with the partnership audit provisions of the Bipartisan Budget Act of 2015. Regarding the potential obligation of a former Member under this Section 12.7, directors, employees, attorneys, members, partners or agents the following shall apply: (i) each Member agrees that notwithstanding any other provision in this Agreement if it is no longer a Member it shall nevertheless be obligated for damages in respect any responsibilities under this Section 12.7 as if it were a Member at the time of demand hereunder; and (ii) the Board of Managers will not consent to the transfer of interest of any claim Member unless the transferee receiving such interest agrees that in connection withthe event the transferor of such interest does not fulfill its obligation under the preceding clause (i) within twenty (20) days following written demand by the Board of Managers, arising out of, or such transferee shall be jointly and severally liable with such transferor for such obligation and the Board of Managers may thereafter treat the transferee as the relevant Member for purposes of this Section 12.7. The Board of Managers will provide prompt written notification to each Member in the event of any way related to, the Tax Representative’s duties under this Agreement except for gross negligence, willful misconduct or fraud. (f) Neither Common Member nor the Tax Representative shall enter into any proposed settlement or other agreement with the Internal Revenue Service or any other taxing authority, take any administrative or judicial appeal with respect thereto, or make any tax elections on behalf audit of the Company that in any such case could adversely affect Preferred Member without by the Approval of Preferred Member, which Approval may be withhold in Preferred Member’s sole discretionUnited States Internal Revenue Service.

Tax Representative. (a) The Members designate Common Initial Member (or such other Person designated by Common Member (subject to the Approval of Preferred Member) and eligible to act in such capacity) to shall be the Company’s “partnership representative” under of the Company within the meaning of Section 6223 6223(a) of the Code (and any comparable provision of applicable state and local tax law) (collectively, the “Tax Partnership Representative”). The Tax Representative Further, R▇▇▇ ▇▇▇▇▇▇ shall have all powers and responsibilities provided for a be appointed as the “partnership representativedesignated individual” in the provisions of the Code referred to above and corresponding provisions of state and local law, including but not limited to the power to make any and all elections under the Revised Partnership Audit Provisions and to designate any individual through whom the Tax Representative shall act (if the Tax Representative is not an individualmanner as described in Treasury Regulation Section 301.6223-1(b)(3)(ii). The Tax Representative shall keep Preferred Member informed of any material inquiries, audits, other proceedings or tax deficiencies assessed or proposed to be assessed (of which the Tax Representative is actually aware) by any taxing authority against the Company by providing written notice thereof to Preferred Member on or before the fifth (5th) Business Day after becoming aware thereof and, within that time, shall forward to Preferred Member copies of all written communications it may receive in that capacity. The Company shall pay and be responsible for all reasonable third-party costs and expenses incurred by the Tax Representative in performing those duties, including any causes of action arising out of, resulting from or attributable, in whole or in part, to the Tax Representative’s actions and decisions in its conduct as the Tax Representative, to the fullest extent allowed by applicable law. Each Member shall be responsible for any costs incurred by such Member with respect to any tax audit or tax-related administrative or judicial proceeding against such Member, even though it relates to the Company. The Members shall cooperate as reasonably requested by the Tax Representative in connection with any election or decision made by it acting in that capacity (including by filing amended tax returns, providing information requested, and reporting in their tax returns consistently with any settlements reached with a taxing authority). Notwithstanding anything to the contrary, if Preferred Member transfers its Preferred Membership Interest or otherwise ceases to be a Member, Preferred Member (or such other Person designated by Preferred Member) shall retain any rights under this Section 7.3 with respect to all audits and related actions the outcome of which could affect Preferred Member or its direct or indirect owners. (b) If The Partnership Representative shall have the right to make on behalf of the Company any and all elections and take any and all actions that are available to be made or taken by the Partnership Representative or the Company under the Code (including an election under Section 6221(b) or 6226(a) of the Code), and the Members shall take such actions requested by the Partnership Representative consistent with any such elections made and actions taken by the Partnership Representative, including filing amended tax returns and paying any tax due in accordance with Section 6225(c)(2) of the Code, it being understood that no such amended tax return shall be filed in accordance with such section with respect to the Company without the advance written consent of the Partnership Representative in its sole discretion. The Partnership Representative shall have the authority to amend this Agreement to make any changes in good faith consultation with the Company’s tax accountants and tax counsel as are necessary or appropriate: (i) to reduce any Company level assessment under Section 6226 of the Code; (ii) to determine any apportionment of any tax; or (iii) to comply with the Code and administrative, judicial or legislative interpretations thereof or changes thereto. (c) Each Member shall provide to the Partnership Representative such information (or, if applicable, certify as to filing of initial or amended tax returns) as is reasonably requested by the Partnership Representative to enable the Partnership Representative (i) to reduce any Company level assessment under Section 6226 of the Code, (ii) to determine the allocation of any item of income, gain, loss, deduction or credit of any such Company level assessment among the Members, in good faith consultation with the Company’s tax accountants and tax counsel, (iii) to take any and all actions that are available to be made or taken by the Partnership Representative or the Company under the Code, or (iv) to comply with or be eligible to invoke any aspect of the Code in any other respect. (d) In the event the Company incurs any liability for taxes, interest or penalties pursuant to the Revised Partnership Audit Provisions thenpenalties: (i) the Tax The Partnership Representative shall may, or if such amounts are material, shall, cause the Members (including any former Member) to whom such liability relates, as determined by Tax Representative the Partnership Representative, in its reasonable sole good faith discretion (subject to and after consulting with the Approval of Preferred Company’s and the affected Member)’s tax advisors, to pay, and each such Member hereby agreesagrees to pay, to pay such amount to the Company Company, and such amount shall not be treated as a Capital Contribution for purposes of any provision herein that affects distributions to the Members;Contribution; and (ii) any Any amount not paid by a Member (or former Member) within five ten (510) Business Days after days following the time requested by Tax Representative (such Member or former Member, a “Non-Paying Member”) shall accrue interest at the rate of twenty percent (20%) per annum, compounded quarterly (but in no event in excess receipt of the highest rate permitted by applicable laws), until paid, and such Non-Paying Member shall also be liable request to the Company for any damages resulting from a delay in making such payment beyond the date such payment is requested by Tax Representative, and for this purpose the fact that the Company could have paid this amount with other funds shall not be taken into account in determining such damages. If any other Member (or Affiliate thereof) funds any such amount, such funding shall be treated as a loan to the Non-Paying Member that shall accrue interest at the rate of twenty percent (20%) per annum, compounded quarterly (but in no event in excess of the highest rate permitted by applicable laws), shall be payable on demand, and any amounts otherwise payable to such Non-Paying Member (or Affiliate thereof) pursuant to this Agreement or any other agreement between the Company (or a Company Subsidiary) and such Non-Paying Member (or Affiliate thereof) shall be paid to such lending Member (or Affiliate thereof) (which payment shall be treated as a distribution or payment (as applicable) to the intended original recipient followed by a payment pay delivered by the Non-Paying Member of such loan (and an intervening payment between the Non-Paying Member and its Affiliate, if applicable)); and (iii) without reduction in a Member’s (or former Member’s) obligation under clauses (i) and (ii), any amount paid by the Company that is attributable to a Member (or former Member), as determined by Tax Partnership Representative in its sole good faith discretion, and that is not paid by such Member (or former Member) pursuant to clauses (i) and (ii) shall be treated for purposes of this Agreement as an advance of distributions to which the Non-Paying Member is entitled under this Agreementa Withholding Advance governed by Section 7.04(b) hereof. (c) If the Company liquidates prior to the full indemnification of reimbursable costs incurred by the Tax Representative acting in its capacity as such, each Member shall be personally liable for its share of such costs as determined in good faith by the Tax Representative based on the distribution rights of the Members at the time of such liquidation. (de) The obligations of each Member (or former Member) under this Section 7.3 11.02 shall survive the transfer Transfer or redemption by such Member of its Membership Interest Units and the termination of this Agreement or the dissolution of the Company. (ef) The Tax Partnership Representative shall not have any implied obligations prepare or dutiescause to be prepared all tax returns required of the Company, may rely on which returns shall be reviewed in advance of filing by a certified public accountant selected by the advice or services of any lawyers, accountants, tax advisers or other professional advisers or experts and shall not be liable for any damages, costs or losses to any Person, any diminution in value or any liability whatsoever arising as a result of such reliance or otherwise as a result of action or inaction taken in its capacity as Tax RepresentativeMembers. The Tax Representative Members shall have no liability under file their individual or corporate returns in a manner consistent with the Company’s tax and no duty to inquire as to the provisions of any agreement other than this Agreement. The Tax Representative shall not be liable for any action taken or omitted to be taken except to the minimum extent required by law. Each Member hereby waives, releases and agrees not to sue the Tax Representative or any of the Tax Representative’s Affiliates, officers, directors, employees, attorneys, members, partners or agents for damages in respect of any claim in connection with, arising out of, or in any way related to, the Tax Representative’s duties under this Agreement except for gross negligence, willful misconduct or fraudinformation returns. (fg) Neither Common Member nor The Partnership Representative may, if it determines that the Tax Representative shall enter into any proposed settlement retention of accountants or other agreement professionals would be in the best interests of the Company, retain such accountants or professionals to assist in any audits. The Company shall indemnify and reimburse the Partnership Representative for all expenses, including legal and accounting fees, claims, liabilities, losses and damages to the extent borne by the Partnership Representative, incurred in connection with the Internal Revenue Service or any other taxing authority, take any administrative or judicial appeal proceeding with respect thereto, or make to any tax elections on behalf audit of the Company that Company’s tax returns. The taking of any action and the incurring of any expense by the Partnership Representative in connection with any such case could adversely affect Preferred proceeding, except to the extent required by Applicable Law, is a matter in the sole discretion of the Partnership Representative. (h) The Partnership Representative may resign at any time. If the Initial Member without ceases to be the Approval Partnership Representative for any reason, the holders of Preferred Member, which Approval may be withhold in Preferred Member’s sole discretiona majority of the Class A Units shall appoint a new Partnership Representative.

Tax Representative. (a) The For purposes of Section 7.3, all references to provisions of the Code shall be to such provisions as set forth in the 2018 Audit Rules. (b) Unless and until the Members designate Common Member (or such other Person designated by Common Member (subject to otherwise, the Approval of Preferred Member) and eligible to act in such capacity) to Manager shall be the Company’s designated “partnership representative” under within the meaning of Code Section 6223 of the Code (and any comparable provision of applicable state and local tax law) (collectively, the “Tax Representative”). The Tax Representative shall have all powers and responsibilities provided ) with sole authority to act on behalf of the Company for a “partnership representative” in the provisions purposes of Subchapter C of Chapter 63 of the Code referred to above and corresponding any comparable provisions of state and or local law, including but not limited to the power to make any and all elections under the Revised Partnership Audit Provisions and to designate any individual through whom the Tax Representative shall act (if the Tax Representative is not an individual). The Tax Representative shall keep Preferred Member informed of any material inquiries, audits, other proceedings or income tax deficiencies assessed or proposed to be assessed (of which the Tax Representative is actually aware) by any taxing authority against the Company by providing written notice thereof to Preferred Member on or before the fifth (5th) Business Day after becoming aware thereof and, within that time, shall forward to Preferred Member copies of all written communications it may receive in that capacity. The Company shall pay and be responsible for all reasonable third-party costs and expenses incurred by the Tax Representative in performing those duties, including any causes of action arising out of, resulting from or attributable, in whole or in part, to the Tax Representative’s actions and decisions in its conduct as the Tax Representative, to the fullest extent allowed by applicable law. Each Member shall be responsible for any costs incurred by such Member with respect to any tax audit or tax-related administrative or judicial proceeding against such Member, even though it relates to the Company. The Members shall cooperate as reasonably requested by the Tax Representative in connection with any election or decision made by it acting in that capacity (including by filing amended tax returns, providing information requested, and reporting in their tax returns consistently with any settlements reached with a taxing authority). Notwithstanding anything to the contrary, if Preferred Member transfers its Preferred Membership Interest or otherwise ceases to be a Member, Preferred Member (or such other Person designated by Preferred Member) shall retain any rights under this Section 7.3 with respect to all audits and related actions the outcome of which could affect Preferred Member or its direct or indirect owners. (b) If the Company incurs any liability for taxes, interest or penalties pursuant to the Revised Partnership Audit Provisions then: (i) the Tax Representative shall cause the Members (including any former Member) to whom such liability relates, as determined by Tax Representative in its reasonable good faith discretion (subject to the Approval of Preferred Member), to pay, and each such Member hereby agrees, to pay such amount to the Company and such amount shall not be treated as a Capital Contribution for purposes of any provision herein that affects distributions to the Members; (ii) any amount not paid by a Member (or former Member) within five (5) Business Days after the time requested by Tax Representative (such Member or former Member, a “Non-Paying Member”) shall accrue interest at the rate of twenty percent (20%) per annum, compounded quarterly (but in no event in excess of the highest rate permitted by applicable laws), until paid, and such Non-Paying Member shall also be liable to the Company for any damages resulting from a delay in making such payment beyond the date such payment is requested by Tax Representative, and for this purpose the fact that the Company could have paid this amount with other funds shall not be taken into account in determining such damages. If any other Member (or Affiliate thereof) funds any such amount, such funding shall be treated as a loan to the Non-Paying Member that shall accrue interest at the rate of twenty percent (20%) per annum, compounded quarterly (but in no event in excess of the highest rate permitted by applicable laws), shall be payable on demand, and any amounts otherwise payable to such Non-Paying Member (or Affiliate thereof) pursuant to this Agreement or any other agreement between the Company (or a Company Subsidiary) and such Non-Paying Member (or Affiliate thereof) shall be paid to such lending Member (or Affiliate thereof) (which payment shall be treated as a distribution or payment (as applicable) to the intended original recipient followed by a payment by the Non-Paying Member of such loan (and an intervening payment between the Non-Paying Member and its Affiliate, if applicable)); and (iii) without reduction in a Member’s (or former Member’s) obligation under clauses (i) and (ii), any amount paid by the Company that is attributable to a Member (or former Member), as determined by Tax Representative in its sole good faith discretion, and that is not paid by such Member (or former Member) pursuant to clauses (i) and (ii) shall be treated for purposes of this Agreement as an advance of distributions to which the Non-Paying Member is entitled under this Agreement. (c) If the Company liquidates prior is eligible to elect out of the full indemnification application of reimbursable costs incurred by Subchapter C of Chapter 63 of the Code, pursuant to Code Section 6221(b) (or successor provision), the Tax Representative acting in its capacity as such, each Member shall be personally liable for its share of use reasonable efforts to cause the Company to make such costs as determined in good faith election unless otherwise requested by the Tax Representative based on Manager after consultation with the distribution rights of the Members at the time of such liquidationCompany’s tax advisor. (d) The obligations of each Member (or former Member) of, and authority granted to, the Tax Representative under this Section 7.3 shall survive take into account the transfer by such Member 2018 Audit Rules. (a) The Tax Representative shall arrange for the preparation and timely filing of its Membership Interest all returns relating to Company income, gains, losses, deductions and credits, as necessary for federal, state and local income tax purposes, and shall have the dissolution authority to make any election (or refrain from making any election) on behalf of the Company for income tax purposes and otherwise make any determination concerning income tax matters of the Company, except as specifically provided in this Agreement. (b) The Tax Representative is authorized and required to represent the Company in connection with any administrative proceeding at the Company level with the IRS relating to the determination of any item of Company income, gain, loss, deduction or credit for federal income tax purposes. (c) The Tax Representative shall inform each other Member of all significant matters that may come to its attention in its capacity as Tax Representative by giving notice thereof within ten (10) days after becoming aware thereof and, within such time, shall forward to each other Member copies of all significant written communications it may receive in such capacity. (e) The Tax Representative shall not have any implied obligations or duties, may rely Any imputed underpayment imposed on the advice or services Company pursuant to Section 6232 of the Code under the 2018 Audit Rules (and any lawyersrelated interest, accountants, tax advisers penalties or other professional advisers additions to tax) that the Company reasonably determines is attributable to one or experts and shall not be liable for any damagesmore Members, costs or losses to any Person, any diminution in value or any liability whatsoever arising as a result former Members, shall be promptly paid by such Members, and such former Members, to the Company (pro rata in proportion to their respective shares of such reliance or otherwise as a result of action or inaction taken in its capacity as Tax Representativeunderpayment) within fifteen (15) days following the Company’s request for payment. The Tax Representative Any failure to timely pay such amount shall have no liability under and no duty to inquire as accrue an interest charge equal to the provisions of any agreement other than this Agreement. The Tax Representative shall not be liable for any action taken or omitted Wall Street Journal Prime Rate plus 2.50% and result in a subsequent reduction in distributions otherwise payable to be taken except to the minimum extent required by law. Each Member hereby waives, releases and agrees not to sue the Tax Representative or any of the Tax Representative’s Affiliates, officers, directors, employees, attorneys, members, partners or agents for damages in respect of any claim in connection with, arising out ofsuch Member, or in any way related to, the Tax Representative’s duties under this Agreement except for gross negligence, willful misconduct or fraudsuch former Member. (f) Neither Common Member nor the Tax Representative shall enter into any proposed settlement or other agreement with the Internal Revenue Service or any other taxing authority, take any administrative or judicial appeal with respect thereto, or make any tax elections on behalf of the Company that in any such case could adversely affect Preferred Member without the Approval of Preferred Member, which Approval may be withhold in Preferred Member’s sole discretion.

Tax Representative. (a) The Members designate Common Member (or such other Person designated by Common Member (subject This Section 10.4 shall become effective commencing as of January 1, 2018. Upon its effectiveness, all references in this Agreement to the Approval of Preferred Member) "Tax Matters Partner" shall be replaced with "Tax Representative" and eligible all references throughout this Agreement to act in such capacity) to be the Company’s “partnership representative” under Section 6223 provisions of the Code shall be to such provisions as enacted by the Bipartisan Budget Act of 2015, as such provisions may subsequently be modified. (b) Unless and any comparable provision until another Member is designated as the Company's designated "partnership representative" within the meaning of applicable state and local tax law) Code Section 6223 (collectively, the “Tax Representative”). The , the existing Tax Matters Partner shall act as the Tax Representative shall have all powers and responsibilities provided with sole authority to act on behalf of the Company for a “partnership representative” in the provisions purposes of Subchapter C of Chapter 63 of the Code referred to above and corresponding any comparable provisions of state and or local law, including but not limited to the power to make any and all elections under the Revised Partnership Audit Provisions and to designate any individual through whom the Tax Representative shall act (if the Tax Representative is not an individual). The Tax Representative shall keep Preferred Member informed of any material inquiries, audits, other proceedings or income tax deficiencies assessed or proposed to be assessed (of which the Tax Representative is actually aware) by any taxing authority against the Company by providing written notice thereof to Preferred Member on or before the fifth (5th) Business Day after becoming aware thereof and, within that time, shall forward to Preferred Member copies of all written communications it may receive in that capacity. The Company shall pay and be responsible for all reasonable third-party costs and expenses incurred by the Tax Representative in performing those duties, including any causes of action arising out of, resulting from or attributable, in whole or in part, to the Tax Representative’s actions and decisions in its conduct as the Tax Representative, to the fullest extent allowed by applicable law. Each Member shall be responsible for any costs incurred by such Member with respect to any tax audit or tax-related administrative or judicial proceeding against such Member, even though it relates to the Company. The Members shall cooperate as reasonably requested by the Tax Representative in connection with any election or decision made by it acting in that capacity (including by filing amended tax returns, providing information requested, and reporting in their tax returns consistently with any settlements reached with a taxing authority). Notwithstanding anything to the contrary, if Preferred Member transfers its Preferred Membership Interest or otherwise ceases to be a Member, Preferred Member (or such other Person designated by Preferred Member) shall retain any rights under this Section 7.3 with respect to all audits and related actions the outcome of which could affect Preferred Member or its direct or indirect owners. (b) If the Company incurs any liability for taxes, interest or penalties pursuant to the Revised Partnership Audit Provisions then: (i) the Tax Representative shall cause the Members (including any former Member) to whom such liability relates, as determined by Tax Representative in its reasonable good faith discretion (subject to the Approval of Preferred Member), to pay, and each such Member hereby agrees, to pay such amount to the Company and such amount shall not be treated as a Capital Contribution for purposes of any provision herein that affects distributions to the Members; (ii) any amount not paid by a Member (or former Member) within five (5) Business Days after the time requested by Tax Representative (such Member or former Member, a “Non-Paying Member”) shall accrue interest at the rate of twenty percent (20%) per annum, compounded quarterly (but in no event in excess of the highest rate permitted by applicable laws), until paid, and such Non-Paying Member shall also be liable to the Company for any damages resulting from a delay in making such payment beyond the date such payment is requested by Tax Representative, and for this purpose the fact that the Company could have paid this amount with other funds shall not be taken into account in determining such damages. If any other Member (or Affiliate thereof) funds any such amount, such funding shall be treated as a loan to the Non-Paying Member that shall accrue interest at the rate of twenty percent (20%) per annum, compounded quarterly (but in no event in excess of the highest rate permitted by applicable laws), shall be payable on demand, and any amounts otherwise payable to such Non-Paying Member (or Affiliate thereof) pursuant to this Agreement or any other agreement between the Company (or a Company Subsidiary) and such Non-Paying Member (or Affiliate thereof) shall be paid to such lending Member (or Affiliate thereof) (which payment shall be treated as a distribution or payment (as applicable) to the intended original recipient followed by a payment by the Non-Paying Member of such loan (and an intervening payment between the Non-Paying Member and its Affiliate, if applicable)); and (iii) without reduction in a Member’s (or former Member’s) obligation under clauses (i) and (ii), any amount paid by the Company that is attributable to a Member (or former Member), as determined by Tax Representative in its sole good faith discretion, and that is not paid by such Member (or former Member) pursuant to clauses (i) and (ii) shall be treated for purposes of this Agreement as an advance of distributions to which the Non-Paying Member is entitled under this Agreement. (c) If the Company liquidates prior qualifies to elect pursuant to Code Section 6221(b) (or any successor provision) to have Subchapter C of Chapter 63 of the Code not apply to any federal income tax audits and other proceedings, the Tax Representative shall cause the Company to make such election. (d) If any "partnership adjustment" (as defined in Code Section 6241(2)) is determined with respect to the full indemnification Company, the Tax Representative shall promptly notify the Members upon the receipt of reimbursable costs incurred a notice of final partnership adjustment, and shall, within 30 days after the receipt of such notice, take such actions as it deems reasonably necessary (including whether to file a petition in Tax Court) to cause the Company to pay the amount of any such adjustment under Code Section 6225, or make the election under Code Section 6226. (e) If any "partnership adjustment" (as defined in Code Section 6241(2)) is finally determined with respect to the Company, and the Tax Representative has not caused the Company to make the election under Code Section 6226, then (i) the Members shall take such actions requested by the Tax Representative, including filing amended tax returns and paying any tax due in accordance with Code Section 6225(c)(2); (ii) the Tax Representative shall use commercially reasonable efforts to make any modifications available under Code Section 6225(c)(3), (4) and (5); and (iii) any "imputed underpayment" (as determined in accordance with Code Section 6225) or partnership adjustment that does not give rise to an imputed underpayment shall be apportioned among the Members of the Company for the taxable year in which the adjustment is finalized in such manner as may be necessary (as determined by the Tax Representative acting in its capacity as such, each Member shall be personally liable for its share of such costs as determined in good faith faith) so that, to the maximum extent possible, the tax and economic consequences of the partnership adjustment and any associated interest and penalties are borne by the Members based upon the Units they held in the Company for the reviewed year. (f) If any Subsidiary of the Company (i) pays any partnership adjustment under Code Section 6225; (ii) requires the Company to file an amended tax return and pay associated taxes to reduce the amount of a partnership adjustment imposed on the Subsidiary, or (iii) makes an election under Code Section 6226, the Tax Representative shall cause the Company to make the administrative adjustment request provided for in Code Section 6227 consistent with the principles and limitations set forth in Sections 10.4(d) through 10.4(e) above for partnership adjustments of the Company, and the Members shall take such actions reasonably requested by the Tax Representative based on the distribution rights of the Members at the time in furtherance of such liquidationadministrative adjustment request. (dg) The obligations of each Member (or former Member) Member under this Section 7.3 10.4 shall survive the transfer or redemption by such Member of its Membership Interest Units and the termination of this Agreement or the dissolution of the Company. (e) The Tax Representative shall not have any implied obligations or duties, may rely on the advice or services of any lawyers, accountants, tax advisers or other professional advisers or experts and shall not be liable for any damages, costs or losses to any Person, any diminution in value or any liability whatsoever arising as a result of such reliance or otherwise as a result of action or inaction taken in its capacity as Tax Representative. The Tax Representative shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Agreement. The Tax Representative shall not be liable for any action taken or omitted to be taken except to the minimum extent required by law. Each Member hereby waives, releases and agrees not to sue the Tax Representative or any of the Tax Representative’s Affiliates, officers, directors, employees, attorneys, members, partners or agents for damages in respect of any claim in connection with, arising out of, or in any way related to, the Tax Representative’s duties under this Agreement except for gross negligence, willful misconduct or fraud. (f) Neither Common Member nor the Tax Representative shall enter into any proposed settlement or other agreement with the Internal Revenue Service or any other taxing authority, take any administrative or judicial appeal with respect thereto, or make any tax elections on behalf of the Company that in any such case could adversely affect Preferred Member without the Approval of Preferred Member, which Approval may be withhold in Preferred Member’s sole discretion.