Designation of Tax Representative. The Private Owner is hereby designated as the partnership representative (the “Tax Representative”) under § 6223(a) 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 Representative, 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. Except as otherwise provided herein, the Tax Representative is specifically directed and authorized to take whatever steps the Tax Representative in its sole and absolute discretion deems necessary or desirable to perfect such designation, including 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 Representative must keep the Members fully informed as to any Tax audits of the Company, including promptly providing the Members with copies of any correspondence from any Taxing authority, providing the Members with a reasonable opportunity to review and comment on any written submission to be provided to a Tax authority in connection with any audit, examination or other administrative or judicial proceeding, and permitting the Members to participate in any conferences or meetings with any Taxing authority and in any subsequent administrative or judicial proceedings. Except as otherwise provided herein, the Tax Representative will 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 § 754, under any section of the Code or the Treasury Regulations promulgated thereunder or under other Laws. In the event the Company is eligible under Code § 6221(b) to elect out of the partnership level audit rules, the Tax Representative must make such election and take such further action as may be required to avoid application of the partnership level audit rules under Subchapter C of Chapter 63 of the Code. If the Company is not eligible to elect out of the partnership level audit rules, then, unless the Initial Member and the Privat...
