Common use of Tax Matters Partner; Tax Elections; Special Basis Adjustments Clause in Contracts

Tax Matters Partner; Tax Elections; Special Basis Adjustments. (a) The General Partner shall be the Tax Matters Partner of the Partnership. As Tax Matters Partner, the General Partner shall have the right and obligation to take all actions authorized and required, respectively, by the Code for the Tax Matters Partner. The General Partner shall have the right to retain professional assistance in respect of any audit of the Partnership by the Service and all out-of-pocket expenses and fees incurred by the General Partner on behalf of the Partnership as Tax Matters Partner shall constitute Partnership expenses. In the event the General Partner receives notice of a final Partnership adjustment under Section 6223(a)(2) of the Code, the General Partner shall either (i) file a court petition for judicial review of such final adjustment within the period provided under Section 6226(a) of the Code, a copy of which petition shall be mailed to all Limited Partners on the date such petition is filed, or (ii) mail a written notice to all Limited Partners, within such period, that describes the General Partner’s reasons for determining not to file such a petition. Following the effective date of the Bipartisan Budget Act of 2015, P.L. 114-74 (“BBA”), the General Partner shall be the “partner representative” as defined in Code Section 6223 as in effect following amendment by the BBA. If eligible to do so, the General Partner may cause the Company to make an election under Code Section 6221(b) (as added by the BBA) to not apply the provisions of Subchapter C of Chapter 63 of the Code (as amended by the BBA) to the Company for taxable years beginning on or after January 1, 2018. If the Internal Revenue Service (“IRS”) makes an adjustment to the Company’s income, losses, deductions or credits or the Company makes any such adjustment for a year for which a federal income tax return had been previously filed, the adjustment, to the maximum extent permitted by law, shall be allocated, on the books and records of the Company, to the Partners (including former Partners whose interest have not been fully liquidated) in accordance with their respective interests (including the interests of their respective predecessors) in the Partnership for the year to which the adjustment related and, if the Partnership pays the tax liability associated with the adjustment, such payment shall be allocated, to the maximum extent permitted by law, to such Partners in accordance with the way that the corresponding income or reduction in tax credits was allocated. Unless each Partner timely elects, in a written notice to the General Partner, the Partnership and the General Partner, to the maximum extent permitted by law (by making elections, not making elections, following options that may be available under guidance from the IRS, and/or adjusting allocations) shall (A) timely elect, as provided by Code Section 6226 (added by BBA) and applicable Regulations and other applicable guidance issued thereunder, to have the economic burden or benefits of any adjustment be borne by the Partners in a way that is as close as possible to the way that such burdens or benefits would be borne if the Company’s returns for the reviewed year (as defined in Code Section 6225(d)(1), as added by BBA) had been amended and new Schedule K-1s issued and, to the extent required by law, the Partners had filed amended tax returns taking into account the amended Schedule K-1s and (B) issue amended Schedule K-1s and such other required forms reflecting such adjustments and the Partners agree to file amended returns reflecting the adjustments and information on the amended Schedule K-1s and/or such other applicable IRS forms. Upon the promulgation of Treasury Regulations and/or other guidance implementing BBA (collectively, “Guidance”), the General Partner and the other Partners will evaluate and consider options available with respect to preserving the allocations of responsibility and authority and the elections and options described above with respect to conforming with the applicable provisions of the Code and revised partnership audit procedures, and agree to use their good faith efforts to agree to mutually agreeable amendments to this Agreement if necessary or beneficial to the Partners to better implement the BBA provisions and Guidance while preserving the terms and agreements embodied herein.

Tax Matters Partner; Tax Elections; Special Basis Adjustments. (a) The General Partner shall be the Tax Matters Partner of the PartnershipPartnership within the meaning of Section 6231(a)(7) of the Code. As Tax Matters Partner, the General Partner shall have the right and obligation to take all actions authorized and required, respectively, by the Code for the Tax Matters Partner. The General Partner shall have the right to retain professional assistance in respect of any audit of the Partnership by the Service and all out-of-pocket expenses and fees incurred by the General Partner on behalf of the Partnership as Tax Matters Partner shall constitute Partnership expenses. In the event the General Partner receives notice of a final Partnership adjustment under Section 6223(a)(2) of the Code, the General Partner shall either (i) file a court petition for judicial review of such final adjustment within the period provided under Section 6226(a) of the Code, a copy of which petition shall be mailed to all Limited Partners and Preferred Limited Partners on the date such petition is filed, or (ii) mail a written notice to all Limited Partners and Preferred Limited Partners, within such period, that describes the General Partner’s 's reasons for determining not to file such a petition. Following Notwithstanding the effective date of the Bipartisan Budget Act of 2015, P.L. 114-74 (“BBA”)foregoing, the General Tax Matters Partner shall be keep the “partner representative” other Partners reasonably informed as defined in Code Section 6223 as in effect following amendment by the BBA. If eligible to do soany tax actions, the General Partner may cause the Company examinations or proceedings relating to make an election under Code Section 6221(b) (as added by the BBA) to not apply the provisions of Subchapter C of Chapter 63 of the Code (as amended by the BBA) to the Company for taxable years beginning on or after January 1, 2018. If the Internal Revenue Service (“IRS”) makes an adjustment to the Company’s income, losses, deductions or credits or the Company makes any such adjustment for a year for which a federal income tax return had been previously filed, the adjustment, to the maximum extent permitted by law, shall be allocated, on the books and records of the Company, to the Partners (including former Partners whose interest have not been fully liquidated) in accordance with their respective interests (including the interests of their respective predecessors) in the Partnership for the year to which the adjustment related and, if the Partnership pays the tax liability associated with the adjustment, such payment shall be allocated, to the maximum extent permitted by law, to such Partners in accordance with the way that the corresponding income or reduction in tax credits was allocated. Unless each Partner timely elects, in a written notice to the General Partner, the Partnership and the General Partner, shall submit to the maximum extent permitted by law (by making electionsother Partners, not making electionsfor their review and comment, following options that may be available under guidance from the IRS, and/or adjusting allocations) shall (A) timely elect, as provided by Code Section 6226 (added by BBA) and applicable Regulations and other applicable guidance issued thereunder, to have the economic burden any settlement or benefits of any adjustment be borne by the Partners in a way that is as close as possible to the way that such burdens or benefits would be borne if the Company’s returns for the reviewed year (as defined in Code Section 6225(d)(1), as added by BBA) had been amended and new Schedule K-1s issued and, to the extent required by law, the Partners had filed amended tax returns taking into account the amended Schedule K-1s and (B) issue amended Schedule K-1s and such other required forms reflecting such adjustments and the Partners agree to file amended returns reflecting the adjustments and information on the amended Schedule K-1s and/or such other applicable IRS forms. Upon the promulgation of Treasury Regulations and/or other guidance implementing BBA (collectively, “Guidance”), the General Partner and the other Partners will evaluate and consider options available compromise offer with respect to preserving any disputed item of income, gain, loss, deduction or credit of the allocations Partnership. The Tax Matters Partner shall not, without the consent of responsibility and authority and the elections and options described above affected Partner, (x) elect to settle or contest a dispute with respect to conforming with the applicable provisions any item of income, gain, loss, deduction or credit of the Code and revised partnership audit proceduresPartnership in a forum which will require a Partner to pay any amount of tax liabilities associated with such dispute before the final resolution of such dispute, and or (y) agree to use their good faith efforts to agree to mutually agreeable amendments to this Agreement if necessary or beneficial extend the statute of limitations for the assessment of taxes with respect to the Partners to better implement the BBA provisions and Guidance while preserving the terms and agreements embodied hereinPartnership or any Partner.

Tax Matters Partner; Tax Elections; Special Basis Adjustments. (a) The General Partner shall be the Tax Matters Partner of the PartnershipPartnership within the meaning of Section 6231(a)(7) of the Code. As Tax Matters Partner, the General Partner shall have the right and obligation to take all actions authorized and required, respectively, by the Code for the Tax Matters Partner. The General Partner shall have the right to retain professional assistance in respect of any audit of the Partnership by the Service and all out-of-pocket expenses and fees incurred by the General Partner on behalf of the Partnership as Tax Matters Partner shall constitute Partnership expenses. In the event the General Partner receives notice of a final Partnership adjustment under Section 6223(a)(2) of the CodeCod e, the General Partner shall either (i) file a court petition for judicial review of such final adjustment within the period provided under Section 6226(a) of the Code, a copy of which petition shall be mailed to all Limited Partners on the date such petition is filed, or (ii) mail a written notice to all Limited Partners, within such period, that describes the General Partner’s reasons for determining not to file such a petition. Following All elections required or permitted to be mad e by the Partnership under the Code or any applicable state or local tax law shall be made by the General Partner in its sole and absolute discretion. In the event of a Transfer of all or any part of the Partnership Interest of any Partner, the Partnership, at the option of the General Partner, may elect pursuant to Section 754 of the Code to adjust the basis of the Partnership’s assets. Notwithstanding anything contained in Article 5 of this Agreement, any adjustments made pursuant to Section 754 of the Code shall affect only the successor in interest to the Transferring Partner and in no event shall be taken into account in establishing, maintaining or computing Capital Accounts for the other Partners for any purpose under this Agreement. Each Partner will furnish the Partnership with all information necessary to give effect to such election. To the extent provided for in Regulations, revenue rulings, revenue procedures and/or other IRS guidance issued after the date hereof, the Partnership is hereby authorized to, and at the direction of the General Partner shall, elect a safe harbor under which the fair market value of any Partnership Interests issued after the effective date of such Regulation (or other guidance) will be treated as equal to the Bipartisan Budget Act liquidation value of 2015such Partnership Interests (i.e., P.L. 114a value equal to the total amount that would be distributed with respect to such interests if the Partnership sold all of its assets for their fair market value immediately after the issuance of such Partnership Interests, satisfied its liabilities (excluding any non-74 (“BBA”), recourse liabilities to the General Partner shall be extent the “partner representative” as defined in Code Section 6223 as in effect following amendment by balance of such liabilities exceed the BBA. If eligible to do so, the General Partner may cause the Company to make an election under Code Section 6221(b) (as added by the BBA) to not apply the provisions of Subchapter C of Chapter 63 fair market value of the Code (as amended by assets that secure them) and distributed the BBA) to the Company for taxable years beginning on or after January 1, 2018. If the Internal Revenue Service (“IRS”) makes an adjustment to the Company’s income, losses, deductions or credits or the Company makes any such adjustment for a year for which a federal income tax return had been previously filed, the adjustment, to the maximum extent permitted by law, shall be allocated, on the books and records of the Company, net proceeds to the Partners (including former Partners whose interest have not been fully liquidated) in accordance with their respective interests (including under the interests term s of their respective predecessors) this Agreement). In the event that the Partnership makes a safe harbor election as described in the Partnership for the year to which the adjustment related andpreceding sentence, if the Partnership pays the tax liability associated with the adjustment, such payment shall be allocated, to the maximum extent permitted by law, to such Partners in accordance with the way that the corresponding income or reduction in tax credits was allocated. Unless each Partner timely elects, in a written notice hereby agrees to the General Partner, the Partnership and the General Partner, to the maximum extent permitted by law (by making elections, not making elections, following options that may be available under guidance from the IRS, and/or adjusting allocations) shall (A) timely elect, as provided by Code Section 6226 (added by BBA) and applicable Regulations and other applicable guidance issued thereunder, to have the economic burden or benefits of any adjustment be borne by the Partners in a way that is as close as possible to the way that such burdens or benefits would be borne if the Company’s returns for the reviewed year (as defined in Code Section 6225(d)(1), as added by BBA) had been amended and new Schedule K-1s issued and, to the extent required by law, the Partners had filed amended tax returns taking into account the amended Schedule K-1s and (B) issue amended Schedule K-1s and such other required forms reflecting such adjustments and the Partners agree to file amended returns reflecting the adjustments and information on the amended Schedule K-1s and/or such other applicable IRS forms. Upon the promulgation of Treasury Regulations and/or other guidance implementing BBA (collectively, “Guidance”), the General Partner and the other Partners will evaluate and consider options available comply with all safe harbor requirements with respect to preserving transfers of such Partnership Interest while the allocations of responsibility and authority and the elections and options described above with respect to conforming with the applicable provisions of the Code and revised partnership audit procedures, and agree to use their good faith efforts to agree to mutually agreeable amendments to this Agreement if necessary or beneficial to the Partners to better implement the BBA provisions and Guidance while preserving the terms and agreements embodied hereinsafe harbor election remains effective.

Tax Matters Partner; Tax Elections; Special Basis Adjustments. (a) The General Partner shall (i) for taxable years beginning on or before December 31, 2017, be the “Tax Matters Partner Partner” of the PartnershipPartnership within the meaning of Section 6231(a)(7) of the Code (as in effect prior to the repeal of such section by the Bipartisan Budget Act of 2015) and (ii) for taxable years beginning on or after January 1, 2018, act as or appoint the “Partnership Representative” within the meaning of Section 6223(a) of the Code (as amended by the Bipartisan Budget Act of 2015) and, in each case, any similar provisions under any state, local or foreign tax law. As Tax Matters PartnerPartner or Partnership Representative, as applicable, the General Partner (or its appointee) shall have the right and obligation to take all actions authorized and required, respectively, by the Code for the Tax Matters PartnerPartner or Partnership Representative. The General Partner (or its appointee) shall have the right to retain professional assistance in respect of any audit of the Partnership by the Service and all out-of-pocket expenses and fees incurred by the General Partner (or its appointee) on behalf of the Partnership as Tax Matters Partner or Partnership Representative, as applicable, shall constitute Partnership expenses. (b) All elections required or permitted to be made by the Partnership under the Code or any applicable state, local or foreign tax law shall be made by the General Partner in its sole and absolute discretion (c) In the event the General Partner receives notice of a final Partnership adjustment under Section 6223(a)(2) transfer of all or any part of the CodePartnership Interest of any Partner, the General Partner shall either (i) file a court petition for judicial review Partnership, at the option of such final adjustment within the period provided under Section 6226(a) of the Code, a copy of which petition shall be mailed to all Limited Partners on the date such petition is filed, or (ii) mail a written notice to all Limited Partners, within such period, that describes the General Partner’s reasons for determining not to file such a petition. Following the effective date of the Bipartisan Budget Act of 2015, P.L. 114-74 (“BBA”), the General Partner shall be the “partner representative” as defined in Code Section 6223 as in effect following amendment by the BBA. If eligible to do so, the General Partner may cause the Company to make an election under Code Section 6221(b) (as added by the BBA) to not apply the provisions of Subchapter C of Chapter 63 of the Code (as amended by the BBA) to the Company for taxable years beginning on or after January 1, 2018. If the Internal Revenue Service (“IRS”) makes an adjustment to the Company’s income, losses, deductions or credits or the Company makes any such adjustment for a year for which a federal income tax return had been previously filed, the adjustment, to the maximum extent permitted by law, shall be allocated, on the books and records of the Company, to the Partners (including former Partners whose interest have not been fully liquidated) in accordance with their respective interests (including the interests of their respective predecessors) in the Partnership for the year to which the adjustment related and, if the Partnership pays the tax liability associated with the adjustment, such payment shall be allocated, to the maximum extent permitted by law, to such Partners in accordance with the way that the corresponding income or reduction in tax credits was allocated. Unless each Partner timely elects, in a written notice to the General Partner, may elect pursuant to Section 754 of the Partnership and Code to adjust the General Partnerbasis of the Partnership’s assets. Notwithstanding anything contained in Article 5, any adjustments made pursuant to Section 754 of the Code shall affect only the successor in interest to the maximum extent permitted by law (by making elections, not making elections, following options that may transferring Partner and in no event shall be available under guidance from the IRS, and/or adjusting allocations) shall (A) timely elect, as provided by Code Section 6226 (added by BBA) and applicable Regulations and other applicable guidance issued thereunder, to have the economic burden or benefits of any adjustment be borne by the Partners in a way that is as close as possible to the way that such burdens or benefits would be borne if the Company’s returns for the reviewed year (as defined in Code Section 6225(d)(1), as added by BBA) had been amended and new Schedule K-1s issued and, to the extent required by law, the Partners had filed amended tax returns taking taken into account the amended Schedule K-1s and (B) issue amended Schedule K-1s and such other required forms reflecting such adjustments and the Partners agree to file amended returns reflecting the adjustments and information on the amended Schedule K-1s and/or such other applicable IRS forms. Upon the promulgation of Treasury Regulations and/or other guidance implementing BBA (collectivelyin establishing, “Guidance”), the General Partner and maintaining or computing Capital Accounts for the other Partners for any purpose under this Agreement. Each Partner will evaluate and consider options available furnish the Partnership with respect all information necessary to preserving the allocations of responsibility and authority and the elections and options described above with respect give effect to conforming with the applicable provisions of the Code and revised partnership audit procedures, and agree to use their good faith efforts to agree to mutually agreeable amendments to this Agreement if necessary or beneficial to the Partners to better implement the BBA provisions and Guidance while preserving the terms and agreements embodied hereinsuch election. 10.6.

Tax Matters Partner; Tax Elections; Special Basis Adjustments. (a) The General Partner shall be the Tax Matters Partner of the PartnershipPartnership within the meaning of Section 6231(a)(7) of the Code. As Tax Matters Partner, the General Partner shall have the right and obligation to take all actions authorized and required, respectively, by the Code for the Tax Matters Partner. The General Partner shall have the right to retain professional assistance in respect of any audit of the Partnership by the Service and all out-of-pocket expenses and fees incurred by the General Partner on behalf of the Partnership as Tax Matters Partner shall constitute Partnership expenses. In the event the General Partner receives notice of a final Partnership adjustment under Section 6223(a)(2) of the Code, the General Partner shall either (i) file a court petition for judicial review of such final adjustment within the period provided under Section 6226(a) of the Code, a copy of which petition shall be mailed to all Limited Partners on the date such petition is filed, or (ii) mail a written notice to all Limited Partners, within such period, that describes the General Partner’s 's reasons for determining not to file such a petition. Following All elections required or permitted to be made by the effective date of Partnership under the Bipartisan Budget Act of 2015, P.L. 114-74 (“BBA”), Code or any applicable state or local tax law shall be made by the General Partner shall be in its sole and absolute discretion. In the “partner representative” as defined in Code Section 6223 as in effect following amendment by event of a transfer of all or any part of the BBA. If eligible to do soPartnership Interest of any Partner, the General Partner may cause Partnership, at the Company to make an election under Code Section 6221(b) (as added by the BBA) to not apply the provisions option of Subchapter C of Chapter 63 of the Code (as amended by the BBA) to the Company for taxable years beginning on or after January 1, 2018. If the Internal Revenue Service (“IRS”) makes an adjustment to the Company’s income, losses, deductions or credits or the Company makes any such adjustment for a year for which a federal income tax return had been previously filed, the adjustment, to the maximum extent permitted by law, shall be allocated, on the books and records of the Company, to the Partners (including former Partners whose interest have not been fully liquidated) in accordance with their respective interests (including the interests of their respective predecessors) in the Partnership for the year to which the adjustment related and, if the Partnership pays the tax liability associated with the adjustment, such payment shall be allocated, to the maximum extent permitted by law, to such Partners in accordance with the way that the corresponding income or reduction in tax credits was allocated. Unless each Partner timely elects, in a written notice to the General Partner, may elect pursuant to Section 754 of the Partnership and Code to adjust the General Partnerbasis of the Properties. Notwithstanding anything contained in Article V of this Agreement, any adjustments made pursuant to Section 754 shall affect only the successor in interest to the maximum extent permitted by law (by making elections, not making elections, following options that may transferring Partner and in no event shall be available under guidance from the IRS, and/or adjusting allocations) shall (A) timely elect, as provided by Code Section 6226 (added by BBA) and applicable Regulations and other applicable guidance issued thereunder, to have the economic burden or benefits of any adjustment be borne by the Partners in a way that is as close as possible to the way that such burdens or benefits would be borne if the Company’s returns for the reviewed year (as defined in Code Section 6225(d)(1), as added by BBA) had been amended and new Schedule K-1s issued and, to the extent required by law, the Partners had filed amended tax returns taking taken into account the amended Schedule K-1s and (B) issue amended Schedule K-1s and such other required forms reflecting such adjustments and the Partners agree to file amended returns reflecting the adjustments and information on the amended Schedule K-1s and/or such other applicable IRS forms. Upon the promulgation of Treasury Regulations and/or other guidance implementing BBA (collectivelyin establishing, “Guidance”), the General Partner and maintaining or computing Capital Accounts for the other Partners for any purpose under this Agreement. Each Partner will evaluate and consider options available furnish the Partnership with respect all information necessary to preserving the allocations of responsibility and authority and the elections and options described above with respect give effect to conforming with the applicable provisions of the Code and revised partnership audit procedures, and agree to use their good faith efforts to agree to mutually agreeable amendments to this Agreement if necessary or beneficial to the Partners to better implement the BBA provisions and Guidance while preserving the terms and agreements embodied hereinsuch election.

Tax Matters Partner; Tax Elections; Special Basis Adjustments. (a) The General Partner shall be the Tax Matters Partner of the Partnership. As Tax Matters Partner, the General Partner shall have the right and obligation to take all actions authorized and required, respectively, by the Code for the Tax Matters Partner. The General Partner shall have the right to retain professional assistance in respect of any audit of the Partnership by the Service and all out-of-pocket expenses and fees incurred by the General Partner on behalf of the Partnership as Tax Matters Partner shall constitute Partnership expenses. In the event the General Partner receives notice of a final Partnership adjustment under Section 6223(a)(2) of the Code, the General Partner shall either (i) file a court petition for judicial review of such final adjustment within the period provided under Section 6226(a) of the Code, a copy of which petition shall be mailed to all Limited Partners on the date such petition is filed, or (ii) mail a written notice to all Limited Partners, within such period, that describes the General Partner’s reasons for determining not to file such a petition. Following (b) All elections and determinations required or permitted to be made by the effective date Partnership under the Code or any applicable state or local tax law shall be made by the General Partner in its sole and absolute discretion. (c) In the event of a transfer of all or any part of the Bipartisan Budget Act Partnership Interest of 2015any Partner, P.L. 114-74 the Partnership, at the option of the General Partner, may elect pursuant to Section 754 of the Code to adjust the basis of the Properties. Notwithstanding anything contained in Article V of this Agreement, any adjustments made pursuant to Section 754 shall affect only the successor in interest to the transferring Partner and in no event shall be taken into account in establishing, maintaining or computing Capital Accounts for the other Partners for any purpose under this Agreement unless an adjustment to Capital Accounts is permitted under the Regulations promulgated under Section 704 of the Code. Each Partner will furnish the Partnership with all information necessary to give effect to such election. (“BBA”), d) In the event that the General Partner shall be removed or replaced pursuant to any provision of this Agreement, the “partner representative” as defined in Code Section 6223 as in effect following amendment by the BBA. If eligible successor to do so, the General Partner may cause shall assume the Company to make an election under Code obligations of this Section 6221(b) (as added by the BBA) to not apply the provisions of Subchapter C of Chapter 63 of the Code (as amended by the BBA) to the Company for taxable years beginning on or after January 1, 2018. If the Internal Revenue Service (“IRS”) makes an adjustment to the Company’s income, losses, deductions or credits or the Company makes any such adjustment for a year for which a federal income tax return had been previously filed, the adjustment, to the maximum extent permitted by law, shall be allocated, on the books and records of the Company, to the Partners (including former Partners whose interest have not been fully liquidated) in accordance with their respective interests (including the interests of their respective predecessors) in the Partnership for the year to which the adjustment related and, if the Partnership pays the tax liability associated with the adjustment, such payment shall be allocated, to the maximum extent permitted by law, to such Partners in accordance with the way that the corresponding income or reduction in tax credits was allocated. Unless each Partner timely elects, in a written notice to the General Partner, the Partnership and the General Partner, to the maximum extent permitted by law (by making elections, not making elections, following options that may be available under guidance from the IRS, and/or adjusting allocations) shall (A) timely elect, as provided by Code Section 6226 (added by BBA) and applicable Regulations and other applicable guidance issued thereunder, to have the economic burden or benefits of any adjustment be borne by the Partners in a way that is as close as possible to the way that such burdens or benefits would be borne if the Company’s returns for the reviewed year (as defined in Code Section 6225(d)(1), as added by BBA) had been amended and new Schedule K-1s issued and, to the extent required by law, the Partners had filed amended tax returns taking into account the amended Schedule K-1s and (B) issue amended Schedule K-1s and such other required forms reflecting such adjustments and the Partners agree to file amended returns reflecting the adjustments and information on the amended Schedule K-1s and/or such other applicable IRS forms. Upon the promulgation of Treasury Regulations and/or other guidance implementing BBA (collectively, “Guidance”), the General Partner and the other Partners will evaluate and consider options available with respect to preserving the allocations of responsibility and authority and the elections and options described above with respect to conforming with the applicable provisions of the Code and revised partnership audit procedures, and agree to use their good faith efforts to agree to mutually agreeable amendments to this Agreement if necessary or beneficial to the Partners to better implement the BBA provisions and Guidance while preserving the terms and agreements embodied herein10.05.

Tax Matters Partner; Tax Elections; Special Basis Adjustments. (a) The General Partner shall be the Tax Matters Partner of the PartnershipPartnership within the meaning of Section 6231(a)(7) of the Code and shall have all of the rights and responsibilities of that position described in Section 6222 through Section 6232 of the Code, as in effect prior to their repeal by the Revised Partnership Audit Procedures, and (ii) “partnership representative” for purposes of Section 6223 and Section 6231 of the Code, as amended by the Revised Partnership Audit Procedures (the designated roles in clauses (i) and (ii) above shall collectively be referred to herein as the “Tax Matters Partner”). It being understood, however, that the General Partner is hereby authorized to (A) designate any other Person as the “partnership representative,” and (B) take, or cause the Partnership to take, such other actions as may be necessary or advisable pursuant to Treasury Regulations or other guidance to ratify the designation of the General Partner (or any Person selected by the General Partner) as the partnership representative. As Tax Matters Partner, the General Partner shall have the right and obligation to take all actions authorized and required, respectively, by the Code for the Tax Matters Partner. The General Partner shall have the right to retain professional assistance in respect of any audit of the Partnership by the Service and all out-of-pocket expenses and fees incurred by the General Partner on behalf of the Partnership as Tax Matters Partner shall constitute Partnership expenses. In the event the General Partner receives notice of a final Partnership adjustment under Section 6223(a)(2) of the Code, the General Partner shall either (i) file a court petition for judicial review of such final adjustment within the period provided under Section 6226(a) of the Code, a copy of which petition shall be mailed to all Limited Partners on the date such petition is filed, or (ii) mail a written notice to all Limited Partners, within such period, that describes the General Partner’s reasons for determining not to file such a petition. Following the effective date of the Bipartisan Budget Act of 2015, P.L. 114-74 (“BBA”), the General Partner shall be the “partner representative” as defined in Code Section 6223 as in effect following amendment by the BBA. If eligible to do so, the General Partner may cause the Company to make an election under Code Section 6221(b) (as added by the BBA) to not apply the provisions of Subchapter C of Chapter 63 of the Code (as amended by the BBA) to the Company for taxable years beginning on or after January 1, 2018. If the Internal Revenue Service (“IRS”) makes an adjustment to the Company’s income, losses, deductions or credits or the Company makes any such adjustment for a year for which a federal income tax return had been previously filed, the adjustment, to the maximum extent permitted by law, shall be allocated, on the books and records of the Company, to the Partners (including former Partners whose interest have not been fully liquidated) in accordance with their respective interests (including the interests of their respective predecessors) in the Revised Partnership for the year to which the adjustment related and, if the Partnership pays the tax liability associated with the adjustment, such payment shall be allocated, to the maximum extent permitted by law, to such Partners in accordance with the way that the corresponding income or reduction in tax credits was allocated. Unless each Partner timely elects, in a written notice to the General Partner, the Partnership and the General Partner, to the maximum extent permitted by law (by making elections, not making elections, following options that may be available under guidance from the IRS, and/or adjusting allocations) shall (A) timely elect, as provided by Code Section 6226 (added by BBA) and applicable Regulations and other applicable guidance issued thereunder, to have the economic burden or benefits of any adjustment be borne by the Partners in a way that is as close as possible to the way that such burdens or benefits would be borne if the Company’s returns for the reviewed year (as defined in Code Section 6225(d)(1), as added by BBA) had been amended and new Schedule K-1s issued and, to the extent required by law, the Partners had filed amended tax returns taking into account the amended Schedule K-1s and (B) issue amended Schedule K-1s and such other required forms reflecting such adjustments and the Partners agree to file amended returns reflecting the adjustments and information on the amended Schedule K-1s and/or such other applicable IRS forms. Upon the promulgation of Treasury Regulations and/or other guidance implementing BBA (collectively, “Guidance”), the General Partner and the other Partners will evaluate and consider options available with respect to preserving the allocations of responsibility and authority and the elections and options described above with respect to conforming with the applicable provisions of the Code and revised partnership audit procedures, and agree to use their good faith efforts to agree to mutually agreeable amendments to this Agreement if necessary or beneficial to the Partners to better implement the BBA provisions and Guidance while preserving the terms and agreements embodied hereinAudit Procedures.