Common use of Designation of Tax Matters Member Clause in Contracts

Designation of Tax Matters Member. The Private Owner is hereby designated as the “Tax Matters Member” under Section 6231(a)(7) of the Code and under other similar Laws of other relevant jurisdictions, to manage, in consultation with the Initial Member, administrative tax proceedings conducted at the Company level by the Internal Revenue Service or other tax authorities with respect to Company matters. Each Member expressly consents to such designation and agrees that, upon the request of the Tax Matters Member, it will execute, acknowledge, deliver, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. The Tax Matters Member is specifically directed and authorized to take whatever steps the Tax Matters Member in its sole and absolute discretion deems necessary or desirable to perfect such designation, including, without limitation, filing any forms or documents with the Internal Revenue Service (or other tax authorities) and taking such other action as may from time to time be required under the Code, Treasury Regulations or other Laws. The Tax Matters Member shall keep the other Members fully informed as to any tax audits of the Company, including promptly providing the other Members with copies of any correspondence from any taxing authority and permitting the other Member to participate in any conferences or meetings with any taxing authority and in any subsequent administrative or judicial proceedings. The Tax Matters Member shall have the authority, following consultation with the Initial Member, to make any tax elections on behalf of the Company permitted to be made, including the election pursuant to Section 754, under any section of the Code or the Treasury Regulations promulgated thereunder or under other Laws. In the event the Company may be deemed to be a “small partnership” as described in Section 6231(a)(1)(B), each Member consents to the Company’s electing to be treated as a partnership to which the provisions of Code Section 6221 et. seq. apply (thereby electing to have Code Section 6231(a)(1)(B)(i) not apply). The Initial Member may, at any time following the occurrence and during the continuation of an Event of Default, remove the Private Owner as the Tax Matters Member, appoint itself (or any other willing Member at the time) as the Tax Matters Member, and serve (or cause such other Member to so serve) in such capacity; provided that such removal shall not relieve the Private Owner as Tax Matters Member of any obligations or liabilities under this Agreement or any Ancillary Document arising, relating to, occurring, or required to have been paid or performed by, the Private Owner as Tax Matters Member in its capacity as such.

Designation of Tax Matters Member. (a) The Private Owner is hereby designated Tax Matters Member shall act as the “"tax matters partner" of the Company, as provided in the regulations pursuant to Section 6231 of the Code. The Tax Matters Member” under Member shall initially be IDT Sub, which shall serve as Tax Matters Member until such time as a successor Tax Matters Member is appointed by the Board of Managers. Any Person serving as the Tax Matters Member may be removed and a new Tax Matters Member may be appointed by the Board of Managers. Any Tax Matters Member who is to be replaced by a successor Tax Matters Member in accordance with this Section 6231(a)(74.7(a) shall certify that another Member has been selected as the Tax Matters Member of the Company by filing a statement to that effect with the IRS in the form and manner prescribed by Section 301.6231(a)(7)-1(d) of the Code and under other similar Laws of other relevant jurisdictions, to manage, in consultation with the Initial Member, administrative tax proceedings conducted at the Company level by the Internal Revenue Service or other tax authorities with respect to Company mattersTreasury Regulation. Each Member expressly consents to hereby approves of such designation and agrees thatto execute, upon the request of the Tax Matters Member, it will executecertify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be deemed necessary or appropriate to evidence such consentapproval. The Tax Matters Member is specifically directed To the extent and authorized to take whatever steps in the manner provided by applicable Code sections and Treasury Regulations thereunder, the Tax Matters Member in its sole (a) shall furnish the name, address, profits interest and absolute discretion deems necessary taxpayer identification number of each Member to the IRS and (b) shall inform each Member of administrative or desirable judicial proceedings for the adjustment of Company items required to perfect such designation, including, without limitation, filing any forms or documents with the Internal Revenue Service (or other be taken into account by a Member for income tax authorities) and taking such other action as may from time to time be required under the Code, Treasury Regulations or other Lawspurposes. The Tax Matters Member shall act reasonably at all times and keep the other Members fully reasonably informed as to about its actions. (b) All reasonable out-of-pocket expenses and costs incurred by any tax audits of the Company, including promptly providing the other Members with copies of any correspondence from any taxing authority and permitting the other Member to participate in any conferences or meetings with any taxing authority and in any subsequent administrative or judicial proceedings. The Tax Matters Member shall have the authority, following consultation with the Initial Member, to make any tax elections on behalf of the Company permitted to be made, including the election pursuant to Section 754, under any section of the Code or the Treasury Regulations promulgated thereunder or under other Laws. In the event the Company may be deemed to be a “small partnership” as described in Section 6231(a)(1)(B), each Member consents to the Company’s electing to be treated as a partnership to which the provisions of Code Section 6221 et. seq. apply (thereby electing to have Code Section 6231(a)(1)(B)(i) not apply). The Initial Member may, at any time following the occurrence and during the continuation of an Event of Default, remove the Private Owner as the Tax Matters Member, appoint itself (or any other willing Member at the time) as the Tax Matters Member, and serve (or cause such other Member to so serve) in such capacity; provided that such removal shall not relieve the Private Owner as Tax Matters Member of any obligations or liabilities under this Agreement or any Ancillary Document arising, relating to, occurring, or required to have been paid or performed by, the Private Owner as Tax Matters Member in its capacity as suchTax Matters Member shall be paid by the Company as an ordinary expense of its business.

Designation of Tax Matters Member. The Private Owner is hereby designated (a) Xxxxx Xxxxxx shall act as the “Tax Matters Member” under Member of the Company, as provided in Treasury Regulations pursuant to Section 6231(a)(7) 6231 of the Code and under other similar Laws of other relevant jurisdictions, (referred to manage, in consultation with the Initial Member, administrative therein as “tax proceedings conducted at the Company level by the Internal Revenue Service or other tax authorities with respect to Company mattersmatters partner”). Each Member expressly consents to hereby approves of such designation and agrees thatto execute, upon the request of the Tax Matters Member, it will executecertify, acknowledge, deliver, file swear to, file, and record at the appropriate public offices such documents as may be deemed necessary or appropriate to evidence such consent. The approval, including statements required to be filed with the tax returns of the Company in order to effect the election and designation of the foregoing Member as Tax Matters Member is specifically directed Member. (b) To the extent and authorized to take whatever steps in the manner provided by applicable Code sections and Treasury Regulations thereunder, the Tax Matters Member in its sole shall furnish the name, address, profits interest, and absolute discretion deems necessary or desirable to perfect such designation, including, without limitation, filing any forms or documents with the Internal Revenue Service taxpayer identification number of each Member (or other tax authoritiesassignee) and taking such other action or each indirect member (as may from time to time be required under defined in Section 6231(a)(10) of the Code, Treasury Regulations or other Laws. The Tax Matters Member shall keep ) to the other Members fully informed as to any tax audits of the Company, including promptly providing the other Members with copies of any correspondence from any taxing authority and permitting the other Member to participate in any conferences or meetings with any taxing authority and in any subsequent administrative or judicial proceedingsIRS. The Tax Matters Member shall have the authority, following consultation with the Initial Member, duties and authority accorded to make any a tax elections on behalf of the Company permitted to be made, including the election pursuant to Section 754, under any section matters partner in Sections 6221 through 6234 of the Code or and the Treasury Regulations promulgated thereunder or under other Laws. In in the event of an administrative or judicial proceeding relating to the adjustment of Company items required to be taken into account by a Member or indirect member for United States federal income tax purposes. (c) Notwithstanding any other provision of this Agreement, the Company may be deemed to be a “small partnership” as described in Section 6231(a)(1)(B)shall indemnify and reimburse, each Member consents to the Company’s electing to be treated as a partnership to which the provisions of Code Section 6221 et. seq. apply (thereby electing to have Code Section 6231(a)(1)(B)(i) not apply). The Initial Member mayfull extent provided by law, at any time following the occurrence and during the continuation of an Event of Default, remove the Private Owner as the Tax Matters MemberMember for all expenses, appoint itself including legal and accounting fees (or any other willing Member at the time) as the Tax Matters Membersuch fees are incurred), claims, liabilities, losses, and serve (damages incurred in connection with any tax audit or cause such other Member judicial review proceeding with respect to so serve) in such capacity; provided that such removal shall not relieve the Private Owner as Tax Matters Member tax liability of any obligations or liabilities under this Agreement or any Ancillary Document arising, relating to, occurring, or required to have been paid or performed bythe Members, the Private Owner as Tax Matters payment of all such expenses to be made before any cash distributions are made to the Members. No Member in its capacity as suchshall be obligated to provide funds for such purpose.

Designation of Tax Matters Member. The Private Owner is hereby designated as the “Tax Matters Member” under Section 6231(a)(7) of the Code and under other similar Laws of other relevant jurisdictions, to manage, in consultation with the Initial Member, administrative tax proceedings conducted at the Company level by the Internal Revenue Service or other tax authorities with respect to Company matters. Each Member expressly consents to such designation and agrees that, upon the request of the Tax Matters Member, it will execute, acknowledge, deliver, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. The Tax Matters Member is specifically directed and authorized to take whatever steps the Tax Matters Member in its sole and absolute discretion deems necessary or desirable to perfect such designation, including, without limitation, filing any forms or documents with the Internal Revenue Service (or other tax authorities) and taking such other action as may from time to time be required under the Code, Treasury Regulations or other Laws. The Tax Matters Member shall keep the other Members fully informed as to any tax audits of the Company, including promptly providing the other Members with copies of any correspondence from any taxing authority and permitting the other Member to participate in any conferences or meetings with any taxing authority and in any subsequent administrative or judicial proceedings. The Tax Matters Member shall have the authority, following consultation with the Initial Member, to make any tax elections on behalf of the Company permitted to be made, including the election pursuant to Section 754, under any section of the Code or the Treasury Regulations promulgated thereunder or under other Laws. In the event the Company may be deemed to be a “small partnership” as described in Section 6231(a)(1)(B), each Member consents to the Company’s electing to be treated as a partnership to which the provisions of Code Section 6221 et. seq. apply (thereby electing to have Code Section 6231(a)(1)(B)(i) not apply). The Initial Member may, at any time following the occurrence and during the continuation of an Event of Default, remove the Private Owner as the Tax Matters Member, appoint itself (or any other willing Member at the time) as the Tax Matters Member, and serve (or cause such other Member to so serve) in such capacity; provided that such removal shall not relieve the Private Owner as Tax Matters Member of any obligations or liabilities under this Agreement or any Ancillary Transaction Document arising, relating to, occurring, or required to have been paid or performed by, the Private Owner as Tax Matters Member in its capacity as such.

Designation of Tax Matters Member. The Private Owner is hereby designated as the “Tax Matters Member” under Section 6231(a)(7) of the Code and under other similar Laws of other relevant jurisdictions, to manage, in consultation with the Initial Member, administrative tax proceedings conducted at the Company level by the Internal Revenue Service or other tax Tax authorities with respect to Company matters. Each Member expressly consents to such designation and agrees that, upon the request of the Tax Matters Member, it will execute, acknowledge, deliver, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. The Tax Matters Member is specifically directed and authorized to take whatever steps the Tax Matters Member in its sole and absolute discretion deems necessary or desirable to perfect such designation, including, without limitation, including filing any forms or documents with the Internal Revenue Service (or other tax Tax authorities) and taking such other action as may from time to time be required under the Code, Treasury Regulations or other Laws. The Tax Matters Member shall keep the other Members fully informed as to any tax Tax audits of the Company, including promptly providing the other Members with copies of any correspondence from any taxing Taxing authority and permitting the other Member to participate in any conferences or meetings with any taxing Taxing authority and in any subsequent administrative or judicial proceedings. The Tax Matters Member shall have the authority, following consultation with the Initial Member, to make any tax Tax elections on behalf of the Company permitted to be made, including the election pursuant to Section 754, under any section of the Code or the Treasury Regulations promulgated thereunder or under other Laws. In the event the Company may be deemed to be a “small partnership” as described in Section 6231(a)(1)(B), each Member consents to the Company’s electing to be treated as a partnership to which the provisions of Code Section 6221 et. seq. apply (thereby electing to have Code Section 6231(a)(1)(B)(i) not apply). The Initial Member may, at any time following the occurrence and during the continuation of an Event of Default, remove the Private Owner as the Tax Matters Member, appoint itself (or any other willing Member at the time) as the Tax Matters Member, and serve (or cause such other Member to so serve) in such capacity; provided that such removal shall not relieve the Private Owner as Tax Matters Member of any obligations or liabilities under this Agreement or any Ancillary other Transaction Document arisingarising out of, relating to, occurringoccurring in connection with, or required to have been paid or performed by, the Private Owner as the Tax Matters Member in its capacity as such.

Designation of Tax Matters Member. The Private Owner is hereby designated as the “Tax Matters Member” under Section 6231(a)(7) of the Code and under other similar Laws of other relevant jurisdictions, to manage, in consultation with the Initial Member, administrative tax proceedings conducted at the Company level by the Internal Revenue Service or other tax Tax authorities with respect to Company matters. Each Member expressly consents to such designation and agrees that, upon the request of the Tax Matters Member, it will execute, acknowledge, deliver, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. The Tax Matters Member is specifically directed and authorized to take whatever steps the Tax Matters Member in its sole and absolute discretion deems necessary or desirable to perfect such designation, including, without limitation, filing any forms or documents with the Internal Revenue Service (or other tax Tax authorities) and taking such other action as may from time to time be required under the Code, Treasury Regulations or other Laws. The Tax Matters Member shall keep the other Members fully informed as to any tax Tax audits of the Company, including promptly providing the other Members with copies of any correspondence from any taxing Taxing authority and permitting the other Member to participate in any conferences or meetings with any taxing Taxing authority and in any subsequent administrative or judicial proceedings. The Tax Matters Member shall have the authority, following consultation with the Initial Member, to make any tax Tax elections on behalf of the Company permitted to be made, including the election pursuant to Section 754, under any section of the Code or the Treasury Regulations promulgated thereunder or under other Laws. In the event the Company may be deemed to be a “small partnership” as described in Section 6231(a)(1)(B), each Member consents to the Company’s electing to be treated as a partnership to which the provisions of Code Section 6221 et. seq. apply (thereby electing to have Code Section 6231(a)(1)(B)(i) not apply). The Initial Member may, at any time following the occurrence and during the continuation of an Event of Default, remove the Private Owner as the Tax Matters Member, appoint itself (or any other willing Member at the time) as the Tax Matters Member, and serve (or cause such other Member to so serve) in such capacity; provided that such removal shall not relieve the Private Owner as Tax Matters Member of any obligations or liabilities under this Agreement or any Ancillary other Transaction Document arising, relating to, occurring, or required to have been paid or performed by, the Private Owner as the Tax Matters Member in its capacity as such.

Designation of Tax Matters Member. (a) The Private Owner is hereby designated Manager shall act as the “tax matters partner” (the “Tax Matters Member” under ”) of the Company, as provided in Treasury Regulations pursuant to Section 6231(a)(7) 6231 of the Code and under other similar Laws is authorized to qualify as such, and GRI (and Regency, if Regency is not the Manager) shall be a “notice partner” within the meaning of other relevant jurisdictions, to manage, in consultation with the Initial Member, administrative tax proceedings conducted at the Company level by the Internal Revenue Service or other tax authorities with respect to Company mattersCode Section 6223. Each Member expressly consents All Members hereby Consent to such designation designations and agrees thatagree to execute, upon the request of the Tax Matters Member, it will executecertify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be deemed necessary or appropriate to evidence such consent. Consent. (b) To the extent and in the manner provided by applicable Code sections and regulations thereunder, the Tax Matters Member shall furnish the name, address, profits, interest and taxpayer identification number of the Members to the Internal Revenue Service (“IRS”). (c) To the extent and in the manner provided by applicable Code sections and regulations thereunder, the Tax Matters Member shall inform each Member of administrative or judicial proceedings for the adjustment of Company items required to be taken into account by a Member for income tax purposes (such administrative proceedings being referred to as a “tax audit” and such judicial proceedings being referred to as “judicial review”). (d) The Tax Matters Member is specifically directed authorized, but not required: (i) to enter into any settlement with the IRS with respect to any tax audit or judicial review, and authorized in the settlement agreement the Tax Matters Member may expressly state that such agreement shall bind all Members, except that such settlement agreement shall not bind any Member (1) who (within the time prescribed pursuant to the Code and Treasury Regulations) files a statement with the IRS providing that the Tax Matters Member shall not have the authority to enter into a settlement agreement on behalf of such Member or (2) who is a “notice partner” (as defined in Section 6231 of the Code) or a member of a “notice group” (as defined in Section 6223(b)(2) of the Code), and, to the extent provided by law, the Manager shall cause each Member to be designated a notice partner; (ii) in the event that a notice of a final administrative adjustment at the Company level of any item required to be taken into account by a Member for tax purposes (a “final adjustment”) is mailed or otherwise given to the Tax Matters Member, to seek judicial review of such final adjustment, including the filing of a petition for readjustment with the Tax Court or the United States Claims Court, or the filing of a complaint for refund with the District Court of the United States for the district in which the Company’s principal place of business is located; (iii) to intervene in any action brought by any other Member for judicial review of a final adjustment; (iv) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition, complaint or other document) for judicial review with respect to such request; (v) to enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Member for tax purposes, or an item affected by such item; and (vi) to take whatever steps any other action on behalf of the Members of the Company in connection with any tax audit or judicial review to the extent permitted by applicable law or regulations. Subject to the following sentence, the taking of any action and the incurring of any expense by the Tax Matters Member in its sole and absolute connection with any such proceeding, except to the extent required by law, is a matter in the reasonable discretion deems necessary or desirable to perfect such designationof the Tax Matters Member (provided, includinghowever, without limitation, filing any forms or documents with that the Internal Revenue Service (or other tax authorities) and taking such other action as may from time to time be required under the Code, Treasury Regulations or other Laws. The Tax Matters Member shall keep the other Members fully informed as to any tax audits the status of all such proceedings), and the provisions relating to indemnification of the Company, including promptly providing the other Members with copies of any correspondence from any taxing authority and permitting the other Member to participate in any conferences or meetings with any taxing authority and in any subsequent administrative or judicial proceedings. The Tax Matters Member shall have the authority, following consultation with the Initial Member, to make any tax elections on behalf of the Company permitted to be made, including the election pursuant to Section 754, under any section of the Code or the Treasury Regulations promulgated thereunder or under other Laws. In the event the Company may be deemed to be a “small partnership” as described Manager set forth in Section 6231(a)(1)(B), each Member consents 6.16(c) of this Agreement shall be fully applicable to the Company’s electing to be treated as a partnership to which the provisions of Code Section 6221 et. seq. apply (thereby electing to have Code Section 6231(a)(1)(B)(i) not apply). The Initial Member may, at any time following the occurrence and during the continuation of an Event of Default, remove the Private Owner as the Tax Matters Member, appoint itself (or any other willing Member at the time) as the Tax Matters Member, and serve (or cause such other Member to so serve) in such capacity; provided that such removal shall not relieve the Private Owner as Tax Matters Member of any obligations or liabilities under this Agreement or any Ancillary Document arising, relating to, occurring, or required to have been paid or performed by, the Private Owner as Tax Matters Member in its capacity as such. The Tax Matters Member shall provide the Members the opportunity to review and comment on the taking of any action and the incurring of any material expense in connection with any such proceeding.

Designation of Tax Matters Member. The Private Owner is hereby designated (a) U.S. Manager shall act as the “tax matters partner” (the “Tax Matters Member” under ”) of the Company, as provided in Treasury Regulations pursuant to Section 6231(a)(7) 6231 of the Code and under other similar Laws of other relevant jurisdictions, is authorized to manage, in consultation with the Initial Member, administrative tax proceedings conducted at the Company level by the Internal Revenue Service or other tax authorities with respect to Company mattersqualify as such. Each Member expressly consents All Members hereby Consent to such designation and agrees thatagree to execute, upon the request of the Tax Matters Member, it will executecertify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be deemed necessary or appropriate to evidence such consent. Consent. (b) To the extent and in the manner provided by applicable Code sections and regulations thereunder, the Tax Matters Member shall furnish the name, address, profits, interest and taxpayer identification number of the Members to the Internal Revenue Service (“IRS”). (c) To the extent and in the manner provided by applicable Code sections and regulations thereunder, the Tax Matters Member shall inform each Member of administrative or judicial proceedings for the adjustment of Company items required to be taken into account by a Member for income tax purposes (such administrative proceedings being referred to as a “tax audit” and such judicial proceedings being referred to as “judicial review”). (d) The Tax Matters Member is specifically directed authorized, but not required: (i) to enter into any settlement with the IRS with respect to any tax audit or judicial review, and authorized in the settlement agreement the Tax Matters Member may expressly state that such agreement shall bind all Members, except that such settlement agreement shall not bind any Member (1) who (within the time prescribed pursuant to the Code and Treasury Regulations) files a statement with the IRS providing that the Tax Matters Member shall not have the authority to enter into a settlement agreement on behalf of such Member or (2) who is a “notice partner” (as defined in Section 6231 of the Code) or a member of a “notice group” (as defined in Section 6223(b)(2) of the Code), and, to the extent provided by law, U.S. Manager shall cause each Member to be designated a notice partner; (ii) in the event that a notice of a final administrative adjustment at the Company level of any item required to be taken into account by a Member for tax purposes (a “final adjustment”) is mailed or otherwise given to the Tax Matters Member, to seek judicial review of such final adjustment, including the filing of a petition for readjustment with the Tax Court or the United States Claims Court, or the filing of a complaint for refund with the District Court of the United States for the district in which the Company’s principal place of business is located; (iii) to intervene in any action brought by any other Member for judicial review of a final adjustment; (iv) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition, complaint or other document) for judicial review with respect to such request; (v) to enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Member for tax purposes, or an item affected by such item; and (vi) to take whatever steps any other action on behalf of the Members of the Company in connection with any tax audit or judicial review to the extent permitted by applicable law or regulations. Subject to the following sentence, the taking of any action and the incurring of any expense by the Tax Matters Member in its sole and absolute connection with any such proceeding, except to the extent required by law, is a matter in the reasonable discretion deems necessary or desirable to perfect such designationof the Tax Matters Member (provided, includinghowever, without limitation, filing any forms or documents with that the Internal Revenue Service (or other tax authorities) and taking such other action as may from time to time be required under the Code, Treasury Regulations or other Laws. The Tax Matters Member shall keep the other Members fully informed as to any tax audits the status of all such proceedings), and the Company, including promptly providing the other Members with copies provisions relating to indemnification of any correspondence from any taxing authority and permitting the other Member to participate in any conferences or meetings with any taxing authority and in any subsequent administrative or judicial proceedings. The Tax Matters Member shall have the authority, following consultation with the Initial Member, to make any tax elections on behalf of the Company permitted to be made, including the election pursuant to Section 754, under any section of the Code or the Treasury Regulations promulgated thereunder or under other Laws. In the event the Company may be deemed to be a “small partnership” as described U.S. Manager set forth in Section 6231(a)(1)(B), each Member consents 6.16(c) of this Agreement shall be fully applicable to the Company’s electing to be treated as a partnership to which the provisions of Code Section 6221 et. seq. apply (thereby electing to have Code Section 6231(a)(1)(B)(i) not apply). The Initial Member may, at any time following the occurrence and during the continuation of an Event of Default, remove the Private Owner as the Tax Matters Member, appoint itself (or any other willing Member at the time) as the Tax Matters Member, and serve (or cause such other Member to so serve) in such capacity; provided that such removal shall not relieve the Private Owner as Tax Matters Member of any obligations or liabilities under this Agreement or any Ancillary Document arising, relating to, occurring, or required to have been paid or performed by, the Private Owner as Tax Matters Member in its capacity as such. The Tax Matters Member shall provide the Members the opportunity to review and comment on the taking of any action and the incurring of any material expense in connection with any such proceeding.

Designation of Tax Matters Member. The Private Owner is hereby designated (a) Kellstrom shall act as the “Tax Matters Member” under Member of the Company, as provxxxx xx Xreasury Regulations pursuant to Section 6231(a)(7) 6231 of the Code and under other similar Laws of other relevant jurisdictions, (referred to manage, in consultation with the Initial Member, administrative therein as "tax proceedings conducted at the Company level by the Internal Revenue Service or other tax authorities with respect to Company mattersmatters partner"). Each Member expressly consents to hereby approves of such designation and agrees thatto execute, upon the request of the Tax Matters Member, it will executecertify, acknowledge, deliver, file swear to, file, and record at the appropriate public offices such documents as may be deemed necessary or appropriate to evidence such consent. The approval, including statements required to be filed with the tax returns of the Company in order to effect the foregoing election and designation of Kellstrom as Tax Matters Member is specifically directed Member. (b) To the extent and authorized to take whatever steps in txx xxxxxx provided by applicable Code sections and Treasury Regulations thereunder, the Tax Matters Member in its sole shall furnish the name, address, profits interest, and absolute discretion deems necessary or desirable to perfect such designation, including, without limitation, filing any forms or documents with the Internal Revenue Service taxpayer identification number of each Member (or other tax authoritiesassignee) and taking such other action or each indirect member (as may from time to time be required under defined in Section 6231(a)(10) of the Code, Treasury Regulations or other Laws. The Tax Matters Member shall keep ) to the other Members fully informed as to any tax audits of the Company, including promptly providing the other Members with copies of any correspondence from any taxing authority and permitting the other Member to participate in any conferences or meetings with any taxing authority and in any subsequent administrative or judicial proceedingsIRS. The Tax Matters Member shall have the authority, following consultation with the Initial Member, duties and authority accorded to make any a tax elections on behalf of the Company permitted to be made, including the election pursuant to Section 754, under any section matters partner in Sections 6221 through 6234 of the Code or and the Treasury Regulations promulgated thereunder or under other Laws. In in the event of an administrative or judicial proceeding relating to the adjustment of Company items required to be taken into account by a Member or indirect member for United States federal income tax purposes. (c) Notwithstanding any other provision of this Agreement, the Company may be deemed shall indemnify and reimburse, to be a “small partnership” the full extent provided by law, the Tax Matters Member for all expenses, including legal and accounting fees (as described in Section 6231(a)(1)(Bsuch fees are incurred), each Member consents claims, liabilities, losses, and damages incurred in connection with any tax audit or judicial review proceeding with respect to the Company’s electing to be treated as a partnership to which tax liability of the provisions Members (other than arising from the willful misconduct or gross negligence of Code Section 6221 et. seq. apply (thereby electing to have Code Section 6231(a)(1)(B)(i) not apply). The Initial Member may, at any time following the occurrence and during the continuation of an Event of Default, remove the Private Owner as the Tax Matters Member, appoint itself (or any other willing Member at the time) as the Tax Matters Member, and serve (or cause such other Member to so serve) in such capacity; provided that such removal shall not relieve the Private Owner as Tax Matters Member of any obligations or liabilities under this Agreement or any Ancillary Document arising, relating to, occurring, or required to have been paid or performed by), the Private Owner as Tax Matters payment of all such expenses to be made before any cash distributions are made to the Members. No Member in its capacity as suchshall be obligated to provide funds for such purpose.

Designation of Tax Matters Member. The Private Owner is hereby designated (a) MPG shall act as the tax matters partner (the “Tax Matters Member” under ”) of the Company, as provided in regulations pursuant to Section 6231(a)(7) 6231 of the Code and under other similar Laws of other relevant jurisdictions, is authorized to manage, in consultation with the Initial Member, administrative tax proceedings conducted at the Company level by the Internal Revenue Service or other tax authorities with respect to Company mattersqualify as such. Each Member expressly consents All Members hereby Consent to such designation and agrees thatagree to execute, upon the request of the Tax Matters Member, it will executecertify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be deemed necessary or appropriate to evidence such consent. Consent. (b) To the extent and in the manner provided by applicable Code sections and regulations thereunder, the Tax Matters Member shall furnish the name, address, profits, interest and taxpayer identification number of the Members to the Internal Revenue Service (“IRS”). (c) To the extent and in the manner provided by applicable Code sections and regulations thereunder, the Tax Matters Member shall inform each Member of administrative or judicial proceedings for the adjustment of Company items required to be taken into account by a Member for income tax purposes (such administrative proceedings being referred to as a “tax audit” and such judicial proceedings being referred to as “judicial review”). (d) The Tax Matters Member is specifically directed authorized, but not required: (i) to enter into any settlement with the IRS with respect to any tax audit or judicial review, and authorized in the settlement agreement the Tax Matters Member may expressly state that such agreement shall bind all Members, except that such settlement agreement shall not bind any Member (A) who (within the time prescribed pursuant to the Code and Treasury Regulations) files a statement with the IRS providing that the Tax Matters Member shall not have the authority to enter into a settlement agreement on behalf of such Member or (B) who is a “notice partner” (as defined in Section 6231 of the Code) or a member of a “notice group” (as defined in Section 6223(b)(2) of the Code), and, to the extent provided by law, the Tax Matters Member shall cause each Member to be designated a notice partner; (ii) in the event that a notice of a final administrative adjustment at the Company level of any item required to be taken into account by a Member for tax purposes (a “final adjustment”) is mailed or otherwise given to the Tax Matters Member, to seek judicial review of such final adjustment, including the filing of a petition for readjustment with the Tax Court or the United States Claims Court, or the filing of a complaint for refund with the District Court of the United States for the district in which the Company’s principal place of business is located; (iii) to intervene in any action brought by any other Member for judicial review of a final adjustment; (iv) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition, complaint or other document) for judicial review with respect to such request; (v) to enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Member for tax purposes, or an item affected by such item; and (vi) to take whatever steps any other action on behalf of the Members of the Company in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. Subject to the following sentence, the taking of any action and the incurring of any expense by the Tax Matters Member in its sole and absolute discretion deems necessary or desirable connection with any such proceeding, except to perfect such designationthe extent required by law, including, is a matter to be determined by the Tax Matters Member without limitation, filing any forms or documents with the Internal Revenue Service (or other tax authorities) and taking such other action as may from time to time be required under Consent of the Code, Treasury Regulations or other LawsMembers. The Tax Matters Member shall keep provide the other Members fully informed as the opportunity to any tax audits of review, comment and consent (which shall not be unreasonably withheld or delayed) on the Company, including promptly providing the other Members with copies taking of any correspondence from action and the incurring of any taxing authority and permitting the other Member to participate material expense in any conferences or meetings connection with any taxing authority and in any subsequent administrative or judicial proceedings. The Tax Matters Member shall have the authority, following consultation with the Initial Member, to make any tax elections on behalf of the Company permitted to be made, including the election pursuant to Section 754, under any section of the Code or the Treasury Regulations promulgated thereunder or under other Laws. In the event the Company may be deemed to be a “small partnership” as described in Section 6231(a)(1)(B), each Member consents to the Company’s electing to be treated as a partnership to which the provisions of Code Section 6221 et. seq. apply (thereby electing to have Code Section 6231(a)(1)(B)(i) not apply). The Initial Member may, at any time following the occurrence and during the continuation of an Event of Default, remove the Private Owner as the Tax Matters Member, appoint itself (or any other willing Member at the time) as the Tax Matters Member, and serve (or cause such other Member to so serve) in such capacity; provided that such removal shall not relieve the Private Owner as Tax Matters Member of any obligations or liabilities under this Agreement or any Ancillary Document arising, relating to, occurring, or required to have been paid or performed by, the Private Owner as Tax Matters Member in its capacity as suchproceeding.

Designation of Tax Matters Member. (a) The Private Owner is hereby designated Manager shall act as the tax matters partner (the “Tax Matters Member” under ”) of the Company, as provided in regulations pursuant to Section 6231(a)(7) 6231 of the Code and under other similar Laws of other relevant jurisdictions, is authorized to manage, in consultation with the Initial Member, administrative tax proceedings conducted at the Company level by the Internal Revenue Service or other tax authorities with respect to Company mattersqualify as such. Each Member expressly consents All Members hereby Consent to such designation and agrees thatagree to execute, upon the request of the Tax Matters Member, it will executecertify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be deemed necessary or appropriate to evidence such consent. Consent. (b) To the extent and in the manner provided by applicable Code sections and regulations thereunder, the Tax Matters Member shall furnish the name, address, profits, interest and taxpayer identification number of the Members to the Internal Revenue Service (“IRS”). (c) To the extent and in the manner provided by applicable Code sections and regulations thereunder, the Tax Matters Member shall inform each Member of administrative or judicial proceedings for the adjustment of Company items required to be taken into account by a Member for income tax purposes (such administrative proceedings being referred to as a “tax audit” and such judicial proceedings being referred to as “judicial review”). (d) The Tax Matters Member is specifically directed authorized, but not required: (i) to enter into any settlement with the IRS with respect to any tax audit or judicial review, and authorized in the settlement agreement the Tax Matters Member may expressly state that such agreement shall bind all Members, except that such settlement agreement shall not bind any Member (A) who (within the time prescribed pursuant to the Code and Treasury Regulations) files a statement with the IRS providing that the Tax Matters Member shall not have the authority to enter into a settlement agreement on behalf of such Member or (13) who is a “notice partner” (as defined in Section 6231 of the Code) or a member of a “notice group” (as defined in Section 6223(b)(2) of the Code), and, to the extent provided by law, the Tax Matters Member shall cause each Member to he designated a notice partner; (ii) in the event that a notice of a final administrative adjustment at the Company level of any item required to be taken into account by a Member for tax purposes (a “final adjustment”) is mailed or otherwise given to the Tax Matters Member, to seek judicial review of such final adjustment, including the filing of a petition for readjustment with the Tax Court or the United States Claims Court, or the filing of a complaint for refund with the District Court of the United States for the district in which the Company’s principal place of business is located; (iii) to intervene in any action brought by any other Member for judicial review of a final adjustment; (iv) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition, complaint or other document) for judicial review with respect to such request; (v) to enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Member for tax purposes, or an item affected by such item; and (vi) to take whatever steps any other action on behalf of the Members of the Company in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. Subject to the following sentence, the taking of any action and the incurring of any expense by the Tax Matters Member in its sole and absolute discretion deems necessary or desirable connection with any such proceeding, except to perfect such designationthe extent required by law, including, is a matter to be determined by the Tax Matters Member without limitation, filing any forms or documents with the Internal Revenue Service (or other tax authorities) and taking such other action as may from time to time be required under Consent of the Code, Treasury Regulations or other LawsMembers. The Tax Matters Member shall keep provide the other Members fully informed as the opportunity to any tax audits of review, comment and consent (which shall not be unreasonably withheld or delayed) on the Company, including promptly providing the other Members with copies taking of any correspondence from action and the incurring of any taxing authority and permitting the other Member to participate material expense in any conferences or meetings connection with any taxing authority and in any subsequent administrative or judicial proceedings. The Tax Matters Member shall have the authority, following consultation with the Initial Member, to make any tax elections on behalf of the Company permitted to be made, including the election pursuant to Section 754, under any section of the Code or the Treasury Regulations promulgated thereunder or under other Laws. In the event the Company may be deemed to be a “small partnership” as described in Section 6231(a)(1)(B), each Member consents to the Company’s electing to be treated as a partnership to which the provisions of Code Section 6221 et. seq. apply (thereby electing to have Code Section 6231(a)(1)(B)(i) not apply). The Initial Member may, at any time following the occurrence and during the continuation of an Event of Default, remove the Private Owner as the Tax Matters Member, appoint itself (or any other willing Member at the time) as the Tax Matters Member, and serve (or cause such other Member to so serve) in such capacity; provided that such removal shall not relieve the Private Owner as Tax Matters Member of any obligations or liabilities under this Agreement or any Ancillary Document arising, relating to, occurring, or required to have been paid or performed by, the Private Owner as Tax Matters Member in its capacity as suchproceeding.

Designation of Tax Matters Member. The Private Owner is hereby designated (a) Class A Member shall act as the “Tax Matters Member” under Section 6231(a)(7) of the Code and under other similar Laws of other relevant jurisdictions, to manage, in consultation with the Initial Member, administrative "tax proceedings conducted at the Company level by the Internal Revenue Service or other tax authorities with respect to Company matters. Each Member expressly consents to such designation and agrees that, upon the request of the Tax Matters Member, it will execute, acknowledge, deliver, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. The Tax Matters Member is specifically directed and authorized to take whatever steps the Tax Matters Member in its sole and absolute discretion deems necessary or desirable to perfect such designation, including, without limitation, filing any forms or documents with the Internal Revenue Service (or other tax authorities) and taking such other action as may from time to time be required under the Code, Treasury Regulations or other Laws. The Tax Matters Member shall keep the other Members fully informed as to any tax audits matters partner" of the Company, including promptly providing as provided in the other Members regulations pursuant to Section 6231 of the Code, and shall make and determine, with copies the consent of any correspondence from any taxing authority Class B Member which consent shall not be unreasonably withheld and permitting shall be deemed given if not denied within ten (10) Business Days of a request therefor accompanied by relevant materials, all elections with respect to the other Code and Treasury Regulations issued thereunder. As tax matters partner, Class A Member is authorized and required to participate represent the Company (at the Company's expense) in any conferences or meetings connection with any taxing authority all examinations of the Company's affairs by tax authorities, and in any subsequent administrative or judicial proceedingsto expend Company funds for professional services and costs associated therewith. The Tax Matters Class A Member shall have provide all notices and perform all acts required of a tax matters partner under Subchapters C of Chapter 63 of the authority, following consultation Code. Class A Member is authorized to take any action to comply with the Initial requirements of Code Sections 1441, 1442, 1445 or 1446 with respect to withholding certain amounts with respect to payments or distributions to a Member who is not a U.S. person (as defined in Code Section 7701) or withholding of certain amounts with respect to the sale of a "United States real property interest" (as defined in Code Section 897), but in each case, not without the consent of Class B Member, to make any tax elections on behalf of the Company permitted to which consent shall not be madeunreasonably withheld. Each Member hereby reserves all rights under applicable law, including the election pursuant right to Section 754, under any section retain independent counsel or consultant of its choice at its expense (which counsel or consultant shall receive the Code or the Treasury Regulations promulgated thereunder or under other Laws. In the event full cooperation of Class A Member and shall be entitled to prior review of submissions by the Company may be deemed in respect of any dispute with relevant taxing authorities). (b) Notwithstanding anything to be a “small partnership” as described the contrary in Section 6231(a)(1)(B4.6(a), each Member consents to the Company’s electing to be treated as a partnership to which the provisions of Code Section 6221 et. seq. apply (thereby electing to have Code Section 6231(a)(1)(B)(i) not apply). The Initial Member may, at any time following the occurrence and during the continuation of an Event of Default, remove the Private Owner as the Tax Matters Class A Member, appoint itself (or any other willing Member at the time) as the Tax Matters Member, and serve (or cause such other Member to so serve) in such capacity; provided that such removal shall not relieve the Private Owner as Tax Matters Member of any obligations or liabilities under this Agreement or any Ancillary Document arising, relating to, occurring, or required to have been paid or performed by, the Private Owner as Tax Matters Member in its capacity as suchtax matters partner, agrees that for all purposes, including its obligation to cause the Company to withhold under Code Section 1441, 1442, 1445 and 1446, it will (i) treat Class B Member as being exempt from federal income tax under Section 892 of the Code with respect to all distributions made to Class B Member and (ii) treat each Level 1 Subsidiary as a "domestically controlled REIT" for purposes of Section 897(h)(3) of the Code, provided that each of the partners of Class A Member are United States Persons, as defined in Section 7701 of the Code; provided, that if Class A Member receives an opinion of nationally recognized tax counsel reasonably acceptable to Class B Member to the effect that, based on a change in law or fact after the date hereof, it should or must withhold under the preceding Code Sections, then it may withhold pursuant to such Code Sections notwithstanding the preceding. (c) Class B Member shall indemnify the Company and/or Class A Member or its Affiliates for any tax, interest and penalties that are imposed upon them solely because the Company failed to withhold taxes from distributions made to Class B Member in accordance with Section 4.6(b) of this Agreement.

Designation of Tax Matters Member. (a) The Private Owner is hereby designated Manager shall act as the “Tax Matters Member” under Member of the Company, as provided in Treasury Regulations pursuant to Section 6231(a)(7) 6231 of the Code and under other similar Laws of other relevant jurisdictions, (referred to manage, in consultation with the Initial Member, administrative therein as “tax proceedings conducted at the Company level by the Internal Revenue Service or other tax authorities with respect to Company mattersmatters partner”). Each Member expressly consents to hereby approves of such designation and agrees thatto execute, upon the request of the Tax Matters Member, it will executecertify, acknowledge, deliver, file swear to, file, and record at the appropriate public offices such documents as may be deemed necessary or appropriate to evidence such consent. The approval, including statements required to be filed with the tax returns of the Company in order to effect the election and designation of the foregoing Member as Tax Matters Member is specifically directed Member. (b) To the extent and authorized to take whatever steps in the manner provided by applicable Code sections and Treasury Regulations thereunder, the Tax Matters Member in its sole shall furnish the name, address, profits interest, and absolute discretion deems necessary or desirable to perfect such designation, including, without limitation, filing any forms or documents with the Internal Revenue Service taxpayer identification number of each Member (or other tax authoritiesassignee) and taking such other action or each indirect member (as may from time to time be required under defined in Section 6231(a)(10) of the Code, Treasury Regulations or other Laws. The Tax Matters Member shall keep ) to the other Members fully informed as to any tax audits of the Company, including promptly providing the other Members with copies of any correspondence from any taxing authority and permitting the other Member to participate in any conferences or meetings with any taxing authority and in any subsequent administrative or judicial proceedingsIRS. The Tax Matters Member shall have the authorityduties and authority accorded to a tax matters partner in Sections 6221 through 6234 of the Code and the Treasury Regulations thereunder in the event of an administrative or judicial proceeding relating to the adjustment of Company items required to be taken into account by a Member or indirect member for United States federal income tax purposes. (c) Notwithstanding any other provision of this Agreement, following consultation with the Initial MemberCompany shall indemnify and reimburse, to make the fullest extent provided by law, the Tax Matters Member for all expenses, including legal and accounting fees (as such fees are incurred), claims, liabilities, losses, and damages incurred in connection with any tax audit or judicial review proceeding with respect to the tax liability of the Members, the payment of all such expenses to be made before any cash distributions are made to the Members. No Member shall be obligated to provide funds for such purpose. (d) The Members shall take all reasonable actions to avoid the application of the provisions of Sections 6221 through 6241 of the Code, as amended by the Bipartisan Budget Act of 2015, to the Company, including filing all necessary elections to avoid the application of such provisions, and shall not cause the Company to elect to have such provisions apply to it before their general effective date. If, however, such provisions do apply to the Company, the Tax Matters Member shall also act as the partnership representative (“Partnership Representative”) for purposes of Sections 6221 through 6241 of the Code, as amended by the Bipartisan Budget Act of 2015, and, as such, shall be authorized and required to represent the Company (at the Company's expense) in connection with all examinations of the Company's affairs by tax authorities, including resulting administrative and judicial proceedings, and to (i) sign consents, enter into settlement and other agreements with such authorities with respect to any such examinations or proceedings and (ii) expend the Company's funds for professional services incurred in connection therewith. In such event, the Partnership Representative shall duly and timely elect under Section 6226 of the Code to require each Person who was a Member during the taxable year of Company that was audited to personally bear any tax, interest and penalty resulting from adjustments based on behalf such audit and shall notify each such Person (and the Internal Revenue Service) of their share of such audit adjustments and, if for any reason, the Company is liable for a tax, interest, addition to tax or penalty as a result of such an audit, each Person who was a Member during the taxable year of the Company permitted that was audited shall pay to be made, including the election pursuant to Section 754, under any section of the Code or the Treasury Regulations promulgated thereunder or under other Laws. In the event the Company may be deemed an amount equal to be a “small partnership” such Person's proportionate share of such liability, as described in Section 6231(a)(1)(B)determined by the Manager, based on the amount each Member consents such Person should have borne (computed at the tax rate used to compute the Company’s electing 's liability) had the Company's tax return for such taxable year reflected the audit adjustment, and the expense for the Company's payment of such tax, interest, addition to tax and penalty shall be treated as a partnership specially allocated to which the provisions of Code Section 6221 et. seq. apply (thereby electing to have Code Section 6231(a)(1)(B)(i) not apply). The Initial Member may, at any time following the occurrence and during the continuation of an Event of Default, remove the Private Owner as the Tax Matters Member, appoint itself such Persons (or any other willing Member at the time) as the Tax Matters Member, and serve (or cause such other Member to so servetheir successors) in such capacity; provided that such removal shall not relieve the Private Owner as Tax Matters Member of any obligations or liabilities under this Agreement or any Ancillary Document arising, relating to, occurring, or required to have been paid or performed by, the Private Owner as Tax Matters Member in its capacity as suchproportions.