Common use of Designation of Partnership Representative Clause in Contracts

Designation of Partnership Representative. (a) With respect to tax returns filed for taxable years beginning on or after December 31, 2017, the Managing Member (or its designee) will be designated as the “partnership representative” in accordance with the rules prescribed pursuant to Section 6223 of the Code and shall have the sole authority to act on behalf of the Company in connection with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings. If at any time there is more than one Managing Member, the partnership representative shall be the Managing Member with the largest Percentage Interest following such admission (or its designee). Except as subject to Section 5.11, the Managing Member (or its designee) shall exercise, in its sole discretion, any and all authority of the “partnership representative” under the Code, including, without limitation, (i) binding the Company and its Members with respect to tax matters and (ii) determining whether to make any available election under Section 6226 of the Code. In all events, the cost incurred by the partnership representative in performing its duties hereunder shall be borne by the Company. In accordance with Section 13.6, the Managing Member shall propose and the Members shall agree to (such agreement not to be unreasonably withheld) any amendment of the provisions of this Agreement required to appropriately to reflect the proposal or promulgation of Treasury Regulations implementing the partnership audit, assessment and collection rules adopted by the Bipartisan Budget Act of 2015, including any amendments to those rules. (b) The partnership representative shall incur no Liability (except as a result of the gross negligence or willful misconduct of the Tax Matters Member) to the Company or the other Members including, but not limited to, Liability for any additional taxes, interest or penalties owed by the other Members due to adjustments of Company items of income, gain, loss, deduction or credit at the Company level.

Designation of Partnership Representative. 6.6.1 The partnership representative of the Company pursuant to Internal Revenue Code Section 6223 (aas amended by the Revised Partnership Audit Procedures) With (the “Partnership Representative”) shall be the Manager (or any other person or entity designated in the sole discretion of the Manager and who so qualifies under the Revised Partnership Audit Procedures). 6.6.2 The Partnership Representative shall keep each Member informed of administrative and judicial proceedings for the adjustment at the Company level of any item required to be taken into account by a Member for income tax purposes (such administrative and judicial proceedings referred to hereinafter as “judicial review”) 6.6.3 Any Member who enters into a settlement agreement with respect to any Membership item shall notify the Partnership Representative, as applicable, of such settlement agreement and its terms within thirty (30) days after the date of settlement. Each Member shall provide the Partnership Representative any information reasonably requested in writing by the Partnership Representative and fully cooperate in any tax returns filed for taxable years beginning on audit or after December 31, 2017, similar proceeding of the Managing Member Partnership so that the Partnership Representative can (i) implement the provisions set forth in Section 4.1 (including by making any election permitted thereunder) or its designee(ii) will be designated as the “partnership representative” in accordance otherwise comply with the rules prescribed pursuant to Section 6223 of the Code and Treasury Regulations. 6.6.4 The Company shall have indemnify and reimburse the sole authority to act on behalf of the Company Partnership Representative for all expenses, including legal and accounting fees, claims, liabilities, losses and damages incurred in connection with all examinations any judicial review, tax audit or similar proceeding with respect to the tax liability of the Company’s affairs Members. Neither the Managers nor any Affiliate nor any other Person shall have any obligation to provide funds for such purpose. The taking of any action and the incurring of any expense by tax authoritiesthe Partnership Representative in connection with any such proceeding, including resulting administrative except to the extent required by law, are matters that are in the sole discretion of the Partnership Representative and judicial proceedings. If at any time there is more than one Managing Member, the partnership representative provisions on limitations of liability of the Managers and indemnification set forth in Section 5.1.9 shall be fully applicable to the Managing Member with the largest Percentage Interest following such admission (or its designee). Except Partnership Representative, as subject to Section 5.11, the Managing Member (or its designee) shall exerciseapplicable, in its sole discretion, any and all authority of the “partnership representative” under the Code, including, without limitation, (i) binding the Company and its Members with respect to tax matters and (ii) determining whether to make any available election under Section 6226 of the Code. In all events, the cost incurred by the partnership representative in performing its duties hereunder shall be borne by the Company. In accordance with Section 13.6, the Managing Member shall propose and the Members shall agree to (such agreement not to be unreasonably withheld) any amendment of the provisions of this Agreement required to appropriately to reflect the proposal or promulgation of Treasury Regulations implementing the partnership audit, assessment and collection rules adopted by the Bipartisan Budget Act of 2015, including any amendments to those rulescapacity as such. (b) The partnership representative shall incur no Liability (except as a result of the gross negligence or willful misconduct of the Tax Matters Member) to the Company or the other Members including, but not limited to, Liability for any additional taxes, interest or penalties owed by the other Members due to adjustments of Company items of income, gain, loss, deduction or credit at the Company level.

Designation of Partnership Representative. 7.3.1 The partnership representative of the Company pursuant to Internal Revenue Code Section 6223 (aas amended by the Revised Partnership Audit Procedures) With (the “Partnership Representative”) shall be the Manager (or any other person or entity designated in the sole discretion of the Manager and who so qualifies under the Revised Partnership Audit Procedures). 7.3.2 The Partnership Representative shall keep each Member informed of administrative and judicial proceedings for the adjustment at the Company level of any item required to be taken into account by a Member for income tax purposes (such administrative and judicial proceedings referred to hereinafter as “judicial review”) 7.3.3 Any Member who enters into a settlement agreement with respect to any Membership item shall notify the Partnership Representative, as applicable, of such settlement agreement and its terms within thirty (30) days after the date of settlement. Each Member shall provide the Partnership Representative any information reasonably requested in writing by the Partnership Representative and fully cooperate in any tax returns filed for taxable years beginning on audit or after December 31, 2017, similar proceeding of the Managing Member Partnership so that the Partnership Representative can (i) implement the provisions set forth in 4.2 (including by making any election permitted thereunder) or its designee(ii) will be designated as the “partnership representative” in accordance otherwise comply with the rules prescribed pursuant to Section 6223 of the Code and Treasury Regulations. 7.3.4 The Company shall have indemnify and reimburse the sole authority to act on behalf of the Company Partnership Representative for all expenses, including legal and accounting fees, claims, liabilities, losses and damages incurred in connection with all examinations any judicial review, tax audit or similar proceeding with respect to the tax liability of the Company’s affairs Members. Neither the Managers nor any Affiliate nor any other Person shall have any obligation to provide funds for such purpose. The taking of any action and the incurring of any expense by tax authoritiesthe Partnership Representative in connection with any such proceeding, including resulting administrative except to the extent required by law, are matters that are in the sole discretion of the Partnership Representative and judicial proceedings. If at any time there is more than one Managing Member, the partnership representative provisions on limitations of liability of the Managers and indemnification set forth in this Agreement shall be fully applicable to the Managing Member with the largest Percentage Interest following such admission (or its designee). Except Partnership Representative, as subject to Section 5.11, the Managing Member (or its designee) shall exerciseapplicable, in its sole discretion, any and all authority of the “partnership representative” under the Code, including, without limitation, (i) binding the Company and its Members with respect to tax matters and (ii) determining whether to make any available election under Section 6226 of the Code. In all events, the cost incurred by the partnership representative in performing its duties hereunder shall be borne by the Company. In accordance with Section 13.6, the Managing Member shall propose and the Members shall agree to (such agreement not to be unreasonably withheld) any amendment of the provisions of this Agreement required to appropriately to reflect the proposal or promulgation of Treasury Regulations implementing the partnership audit, assessment and collection rules adopted by the Bipartisan Budget Act of 2015, including any amendments to those rulescapacity as such. (b) The partnership representative shall incur no Liability (except as a result of the gross negligence or willful misconduct of the Tax Matters Member) to the Company or the other Members including, but not limited to, Liability for any additional taxes, interest or penalties owed by the other Members due to adjustments of Company items of income, gain, loss, deduction or credit at the Company level.

Designation of Partnership Representative. (a) With respect to tax returns filed for taxable years beginning on or after December 31, 2017, the Managing Member (or its designee) will be designated The Partnership Representative shall act as the “partnership representative” in accordance with of the rules prescribed pursuant to Company (and appoint a designated individual through whom the Partnership Representative will act) within the meaning of Section 6223 of the Code (and shall have as the sole authority “partnership representative” or “tax matters partner” for applicable state and local tax purposes) to act on behalf of represent the Company in connection with all examinations of the Company’s affairs by any tax authoritiesaudit, including resulting examination or judicial or administrative and judicial proceedings. If at any time there is more than one Managing Member, the partnership representative shall be the Managing Member with the largest Percentage Interest following such admission (or its designee). Except as subject to Section 5.11, the Managing Member (or its designee) shall exercise, in its sole discretion, any and all authority of the “partnership representative” under the Code, including, without limitation, (i) binding the Company and its Members proceeding with respect to tax matters the Company (each, a “Tax Proceeding”), and (ii) determining whether take actions with respect to make any available election under Section 6226 the Company as provided for in Sections 6221 through 6241 of the Code. In all eventssuch capacity, the cost incurred Partnership Representative shall oversee the Company’s tax affairs in the overall best interests of the Company and its Members; provided, that the Partnership Representative shall (A) promptly provide Madison Member with notice of any Tax Proceeding, (B) keep Madison Member reasonably informed regarding any such Tax Proceeding and shall provide copies of any material pleadings, briefs, petition, submissions and correspondence to Madison Member in connection with such Tax Proceeding; and (C) have no right to enter into any settlement agreement or otherwise settle or compromise any Tax Proceeding in its capacity as the Partnership Representative without the prior written consent of Madison Member; provided further, that any election proposed to be made pursuant to Sections 6221 through 6241 of the Code or other action proposed to be taken by the partnership representative Partnership Representative in performing its duties hereunder shall be borne by connection with any Tax Proceeding that could affect any Member’s liability for taxes, tax status, or the Company. In accordance with Section 13.6, the Managing Member shall propose and the Members shall agree to (such agreement not to be unreasonably withheld) any amendment taxes of the provisions Company shall require the prior written consent of this Agreement required to appropriately to reflect the proposal or promulgation of Treasury Regulations implementing the partnership audit, assessment and collection rules adopted by the Bipartisan Budget Act of 2015, including any amendments to those rulesMadison Member. (b) The partnership representative shall incur no Liability (except as a result Each Member hereby confirms and approves of the gross designation of the Managing Member as the Partnership Representative and agrees to execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be deemed necessary or appropriate to evidence such approval. To the extent and in the manner provided by applicable Code sections and Treasury Regulations thereunder, the Partnership Representative (i) shall furnish the name, address, profits interest and taxpayer identification number of each Member to the IRS, and (ii) shall inform each Member of Tax Proceedings for the adjustment of Company items required to be taken into account by a Member for income tax purposes. (c) The Company will indemnify the Partnership Representative, and hold it harmless, against any claim, loss, expense, liability, action or damage resulting from its acting or failure to take any action as the “partnership representative,” except to the extent such claim, loss, expense, liability, action or damage is attributable to the breach of this Agreement, negligence or willful misconduct of the Tax Matters Member) to the Company or the other Members including, but not limited to, Liability for any additional taxes, interest or penalties owed by the other Members due to adjustments of Company items of income, gain, loss, deduction or credit at the Company levelPartnership Representative.

Designation of Partnership Representative. Solely for taxable years ending on or before December 31, 2021: (a) With respect The Manager shall be the Partnership Representative. The Members agree to tax returns filed for taxable years beginning on or after December 31cooperate in good faith to timely provide information requested by the Partnership Representative as needed to comply with the provisions of Subchapter C of Subtitle A, 2017Chapter 63 of the Code, as amended by P.L. 114 74, the Managing Member Bipartisan Budget Act of 2015 (or its designeetogether with any subsequent amendments thereto, Treasury Regulations promulgated thereunder, and published administrative interpretations thereof) will be designated as (the “partnership representative” in accordance with Partnership Audit Procedures”). (b) The Members acknowledge and agree that the rules prescribed pursuant Partnership Representative shall have the power to cause the Company to elect out of the partnership-level audit procedures to the extent allowed under Section 6223 6221(b) of the Code and shall have the sole authority or to act on behalf elect out of the Company in connection with all examinations of the Company’s affairs by partnership-level tax authorities, including resulting administrative and judicial proceedings. If at any time there is more than one Managing Member, the partnership representative shall be the Managing Member with the largest Percentage Interest following such admission (or its designee). Except as subject to Section 5.11, the Managing Member (or its designee) shall exercise, in its sole discretion, any and all authority of the “partnership representative” under the Code, including, without limitation, (i) binding the Company and its Members with respect to tax matters and (ii) determining whether to make any available election assessments under Section 6226 of the Code. In all eventsFurther, to the cost incurred extent requested to do so by the partnership representative in performing its duties hereunder shall be borne by the Company. In accordance with Section 13.6Partnership Representative, the Managing Member shall propose and the Members shall timely file amended returns and pay tax liabilities (including interest and penalties) under Section 6225(c)(2) of the Code. The Members agree to (such agreement not cooperate in good faith, including by timely providing information requested by the Partnership Representative and making elections and filing amended returns requested by the Partnership Representative to be unreasonably withheld) give effect to the preceding sentence. Subject to the foregoing, to the extent required to do so under the Post 2017 Partnership Audit Procedures, the Company shall make any amendment payments of assessed amounts under Section 6221 of the provisions Partnership Audit Procedures and shall allocate any such assessment among the current or former Members of this Agreement required the Company for the “reviewed year” to appropriately which the assessment relates in a manner that reflects the current or former Members’ respective interests in the Company for that reviewed year based on such Member’s share of such assessment as would have occurred if the Company had amended the tax returns for such reviewed year and such Member incurred the assessment directly (using the tax rates applicable to reflect the proposal or promulgation Company under Section 6225(b) of Treasury Regulations implementing the partnership audit, assessment and collection rules adopted by the Bipartisan Budget Act of 2015, including any amendments to those rulesCode). (bc) The partnership representative To the extent the Company is assessed amounts under Section 6221(a) of the Partnership Audit Procedures, the current or former Member(s) to which such assessment relates shall incur no Liability pay to the Company such Member’s share of the assessed amounts including such Member’s share of any additional accrued penalties and interest assessed against the Company relating to such Member’s share of the assessment (except together, the “Member Assessment”), upon at least 30 days’ written notice from the Partnership Representative requesting the payment and such payment shall not be treated as a result Capital Contribution. If a Member does not timely pay to the Company the full amount of such Member’s Member Assessment (the gross negligence or willful misconduct “Tax Defaulting Member”), then the shortfall shall be treated as a loan (the “Tax Loan”) by the Company to the Tax Defaulting Member, with the following results: (i) the unpaid balance of the Tax Matters MemberLoan shall bear interest at the rate of 10% per annum, compounded annually, from the day that the Tax Loan is deemed made until the date that the Tax Loan, together with all accrued interest, is repaid to the Company; (ii) all amounts otherwise distributable by the Company to the Tax Defaulting Member shall be withheld and credited to the Company against repayment of the Tax Loan, with any such withholding and credit first being applied to accrued and unpaid interest until fully paid, and then to outstanding principal until all outstanding principal is paid in full; and (iii) in addition to the other rights and remedies granted to it under this Agreement, the Company may take any action available at law or in equity, at the cost and expense of the Tax Defaulting Member, to obtain payment from the Tax Defaulting Member of the unpaid balance of the Tax Loan and all accrued and unpaid interest thereon. The provisions contained in this Section 7.6 shall survive the dissolution of the Company and the withdrawal of any Member or the other Members including, but not limited to, Liability for transfer of any additional taxes, interest or penalties owed by the other Members due to adjustments of Company items of income, gain, loss, deduction or credit at the Company levelUnits.