Common use of Partnership Representative; Tax Elections; Special Basis Adjustments Clause in Contracts

Partnership Representative; Tax Elections; Special Basis Adjustments. (a) The General Partner shall be or shall appoint in its sole discretion, the Partnership Representative of the Partnership. In respect of an income tax audit of any tax return of the Partnership, the filing of any amended return or claim for refund in connection with any item of income, gain, loss, deduction or credit reflected on any tax return of the Partnership, or any administrative or judicial proceedings arising out of or in connection with any such audit, amended return, claim for refund or denial of such claim, (A) the Partnership Representative shall be authorized to act for, and its decision shall be final and binding upon, the Partnership and all Partners, (B) all expenses incurred by the Partnership Representative in connection therewith (including attorneys’, accountants’ and other advisors’ fees) shall be expenses of, and payable by, the Partnership and (C) no Partner shall have the right to participate in the audit of any Partnership tax return or any administrative or judicial proceedings conducted by the Partnership or the Partnership Representative arising out of or in connection with any such audit. The Partnership Representative shall keep the General Partner reasonably informed as to the progress of and any settlement of any tax examinations, audits or proceedings. The Partnership Representative shall use commercially reasonable efforts to allocate the burden of any material taxes (and any interest, penalties and expenses related thereto) that are payable by the Partnership as a result of any adjustments arising from an audit or other tax proceeding involving the Partnership to the Partners or former Partners to which such taxes, interest, penalties and related expenses are attributable. The Partnership may, at the direction of the Partnership Representative, make the election described in Section 6226(a) of the Code with respect to any partnership adjustments for each taxable year and, if an election described in Section 6226(a) of the Code is not made with respect to any partnership adjustments and the Partnership pays an imputed underpayment pursuant to Section 6225 of the Code, the Partnership Representative shall use reasonable efforts to cause the Partnership to treat the portion of such imputed underpayment attributable to a Partner as an advance pursuant to Section 5.2(d). Notwithstanding this Section 10.5(a), the Partnership Representative is authorized to take any action permitted under Section 6223 of the Code or under any other corresponding provision of state, local or non-U.S. law.

Partnership Representative; Tax Elections; Special Basis Adjustments. (a) The General Partner is hereby designated as the “partnership representative” of the Partnership within the meaning of Section 6223(a) of the Code. If any state or local tax law provides for a partnership representative or person having similar rights, powers, authority or obligations, the person designated above shall be also serve in such capacity (in any such federal, state or local capacity, the “Partnership Representative”). The General Partner may name a replacement Partnership Representative at any time; provided, however, that the designated Partnership Representative shall appoint in its sole discretionserve as the Partnership Representative until resignation, death, incapacity, or removal. In such capacity, the Partnership Representative shall have all of the Partnership. In respect of an income tax audit of any tax return rights, authority and power, and shall be subject to all of the Partnershipobligations, of a partnership representative to the filing of any amended return or claim for refund extent provided in connection with any item of income, gain, loss, deduction or credit reflected on any tax return of the Partnership, or any administrative or judicial proceedings arising out of or in connection with any such audit, amended return, claim for refund or denial of such claim, (A) Code and the Partnership Representative shall be authorized to act forRegulations, and its decision shall the Partners hereby agree to be final and binding upon, the Partnership and all Partners, (B) all expenses incurred bound by any actions taken by the Partnership Representative in connection therewith (including attorneys’, accountants’ and other advisors’ fees) shall be expenses of, and payable by, the Partnership and (C) no Partner shall have the right to participate in the audit of any Partnership tax return or any administrative or judicial proceedings conducted by the Partnership or the Partnership Representative arising out of or in connection with any such auditcapacity. The Partnership Representative shall keep represent the General Partner reasonably informed as Partnership in all tax matters to the progress of and any settlement of any tax examinations, audits or proceedingsextent allowed by law. The Partnership Representative shall use commercially reasonable efforts to allocate Without limiting the burden of any material taxes (and any interest, penalties and expenses related thereto) that are payable by the Partnership as a result of any adjustments arising from an audit or other tax proceeding involving the Partnership to the Partners or former Partners to which such taxes, interest, penalties and related expenses are attributable. The Partnership may, at the direction of the Partnership Representative, make the election described in Section 6226(a) of the Code with respect to any partnership adjustments for each taxable year and, if an election described in Section 6226(a) of the Code is not made with respect to any partnership adjustments and the Partnership pays an imputed underpayment pursuant to Section 6225 of the Code, the Partnership Representative shall use reasonable efforts to cause the Partnership to treat the portion of such imputed underpayment attributable to a Partner as an advance pursuant to Section 5.2(d). Notwithstanding this Section 10.5(a)foregoing, the Partnership Representative is authorized and required to take represent the Partnership (at the Partnership’s expense) in connection with all examinations of the Partnership’s affairs by tax authorities, including administrative and judicial proceedings, and to expend Partnership funds for professional services and costs associated therewith. Any decisions made by the Partnership Representative, including, without limitation, whether or not to settle or contest any action tax matter, and the choice of forum for any such contest, and whether or not to extend the period of limitations for the assessment or collection of any tax, shall be made in the Partnership Representative’s sole discretion. The Partnership Representative (i) shall have the sole authority to make any elections on behalf of the Partnership permitted under Section 6223 of to be made pursuant to the Code or the Regulations promulgated thereunder and (ii) may, in its sole discretion, make an election on behalf of the Partnership under Sections 6221(b) or 6226 of the Code, (iii) may request a modification to any other corresponding provision assessment of statean imputed underpayment, local including a modification for any Partner who is a REIT or nonregulated investment company as defined in Section 851, based on such Partner making a deficiency dividend pursuant to Section 860, and a modification based on the tax-U.S. lawexempt status of a reviewed year Partner, and (iv) may take all actions the Partnership Representative deems necessary or appropriate in connection with the foregoing. The Partnership Representative shall be reimbursed and indemnified by the Partnership for all claims, liabilities, losses, costs, damages and expenses, and for reasonable legal and accounting fees, incurred in connection with the performance of its duties as Partnership Representative in accordance with the terms hereof, unless the actions of the Partnership Representative constitute gross negligence or intentional misconduct.

Partnership Representative; Tax Elections; Special Basis Adjustments. (a) The General Partner is hereby designated as the “partnership representative” of the Partnership within the meaning of Section 6223(a) of the Code. If any state or local tax law provides for a partnership representative or person having similar rights, powers, authority or obligations, the person designated above shall be also serve in such capacity (in any such federal, state or local capacity, the “Partnership Representative”). The General Partner may name a replacement Partnership Representative at any time; provided, however, that the designated Partnership Representative shall appoint in its sole discretionserve as the Partnership Representative until resignation, death, incapacity, or removal. In such capacity, the Partnership Representative shall have all of the Partnership. In respect of an income tax audit of any tax return rights, authority and power, and shall be subject to all of the Partnershipobligations, of a partnership representative to the filing of any amended return or claim for refund extent provided in connection with any item of income, gain, loss, deduction or credit reflected on any tax return of the Partnership, or any administrative or judicial proceedings arising out of or in connection with any such audit, amended return, claim for refund or denial of such claim, (A) Code and the Partnership Representative shall be authorized to act forRegulations, and its decision shall the Partners hereby agree to be final and binding upon, the Partnership and all Partners, (B) all expenses incurred bound by any actions taken by the Partnership Representative in connection therewith (including attorneys’, accountants’ and other advisors’ fees) shall be expenses of, and payable by, the Partnership and (C) no Partner shall have the right to participate in the audit of any Partnership tax return or any administrative or judicial proceedings conducted by the Partnership or the Partnership Representative arising out of or in connection with any such auditcapacity. The Partnership Representative shall keep represent the General Partner reasonably informed as Partnership in all tax matters to the progress of and any settlement of any tax examinations, audits or proceedingsextent allowed by law. The Partnership Representative shall use commercially reasonable efforts to allocate Without limiting the burden of any material taxes (and any interest, penalties and expenses related thereto) that are payable by the Partnership as a result of any adjustments arising from an audit or other tax proceeding involving the Partnership to the Partners or former Partners to which such taxes, interest, penalties and related expenses are attributable. The Partnership may, at the direction of the Partnership Representative, make the election described in Section 6226(a) of the Code with respect to any partnership adjustments for each taxable year and, if an election described in Section 6226(a) of the Code is not made with respect to any partnership adjustments and the Partnership pays an imputed underpayment pursuant to Section 6225 of the Code, the Partnership Representative shall use reasonable efforts to cause the Partnership to treat the portion of such imputed underpayment attributable to a Partner as an advance pursuant to Section 5.2(d). Notwithstanding this Section 10.5(a)foregoing, the Partnership Representative is authorized and required to take represent the Partnership (at the Partnership’s expense) in connection with all examinations of the Partnership’s affairs by tax authorities, including administrative and judicial proceedings, and to expend Partnership funds for professional services and costs associated therewith. Any decisions made by the Partnership Representative, including, without limitation, whether or not to settle or contest any action tax matter, and the choice of forum for any such contest, and whether or not to extend the period of limitations for the assessment or collection of any tax, shall be made in the Partnership Representative’s sole discretion. The Partnership Representative (i) shall have the sole authority to make any elections on behalf of the Partnership permitted to be made pursuant to the Code or the Regulations promulgated thereunder and (ii) may, in its sole discretion, make an election on behalf of the Partnership under Section 6223 Sections 6221(b) or 6226 of the Code as in effect for the first fiscal year beginning on or under after January 1, 2018 and thereafter, (iii) may request a modification to any other corresponding provision assessment of statean imputed underpayment, local including a modification for any Partner who is a real estate investment trust or nonregulated investment company as defined in Sections 586 and 851, respectively, based on such Partner making a deficiency dividend pursuant to Section 860 and a modification based on the tax-U.S. lawexempt status of a reviewed year Partner, and (iv) may take all actions the Partnership Representative deems necessary or appropriate in connection with the foregoing. The Partnership Representative shall be reimbursed and indemnified by the Partnership for all claims, liabilities, losses, costs, damages and expenses, and for reasonable legal and accounting fees, incurred in connection with the performance of its duties as Partnership Representative in accordance with the terms hereof, unless the actions of the Partnership Representative constitute gross negligence or intentional misconduct.

Partnership Representative; Tax Elections; Special Basis Adjustments. (a) The General Partner shall be or shall appoint in its sole discretion, the designate each year a Partnership Representative of the Partnership, which may be the General Partner and shall be the General Partner if no other person is designated. In respect As Partnership Representative, the General Partner shall have the right and obligation to take all actions authorized and required of an income tax audit of any tax return such position by Sections 6222 through 6241 of the Partnership, Code and any Treasury Regulations thereunder and comparable provisions of state and local law (the filing of any amended return or claim for refund in connection with any item of income, gain, loss, deduction or credit reflected on any tax return of the Partnership, or any administrative or judicial proceedings arising out of or in connection with any such audit, amended return, claim for refund or denial of such claim, (A) the “Partnership Representative shall be authorized to act for, and its decision shall be final and binding upon, the Partnership and all Partners, (B) all expenses incurred by the Partnership Representative in connection therewith (including attorneys’, accountants’ and other advisors’ fees) shall be expenses of, and payable by, the Partnership and (C) no Audit Rules”). The General Partner shall have the right to participate retain professional assistance in the respect of any audit of any the Partnership tax return by the Service or any administrative or judicial proceedings conducted to retain the services of a Partnership Representative, and all out-of-pocket expenses and fees incurred by the Partnership Representative shall constitute Partnership expenses. Any person who serves as Partnership Representative shall not be liable to the Partnership or any Partner for any action it takes or fails to take in such capacity, unless such action or failure to act constitutes bad faith, willful misconduct, gross negligence, fraud or a material breach of this Agreement. Upon the Partnership’s request, each Partner shall provide to the Partnership within the required time frame any information that the Partnership Representative arising out believes may be necessary or appropriate to resolve any tax issue relating to the Partnership or comply with or be eligible to invoke any aspect of or in connection with the Partnership Audit Rules. Notwithstanding any such audit. The provision of this Agreement to the contrary, any taxes, penalties, and interest payable by the Partnership under the Partnership Audit Rules shall be treated as attributable to the Partners, and, to the extent possible, the Partnership Representative shall keep the General Partner reasonably informed as to the progress of and any settlement of any tax examinations, audits or proceedings. The Partnership Representative shall use commercially reasonable efforts to allocate the burden of any material taxes (and any interest, penalties and expenses related thereto) that are payable by the Partnership as a result of any adjustments arising from an audit or other tax proceeding involving the Partnership such amounts to the Partners or former those Partners to which whom such taxes, interest, penalties and related expenses amounts are reasonably attributable. The Partnership mayAny such amounts allocated to a Partner, at the direction option of the Partnership Representative, make shall (a) be promptly paid to the election described in Section 6226(aPartnership by such Partner or (b) be paid by reducing the amount of the Code current or next succeeding distribution or distributions which would otherwise have been made to such Partner. The obligations of each Partner (or former Partner) under this Section 10.05(a) shall survive the Transfer by such Partner of its interest in the Partnership or the dissolution of the Partnership. In the event of a transfer of a Partner’s Interest, the transferee and transferor shall be jointly and severally liable for any liability with respect to any partnership adjustments for each taxable year and, if an election described the obligations of the transferor Partner under the Partnership Audit Rules. The Partnership shall indemnify Partnership Representative as provided in Section 6226(a) of the Code is not made with respect to any partnership adjustments and the Partnership pays an imputed underpayment pursuant to Section 6225 of the Code, the Partnership Representative shall use reasonable efforts to cause the Partnership to treat the portion of such imputed underpayment attributable to a Partner as an advance pursuant to Section 5.2(d). Notwithstanding this Section 10.5(a), the Partnership Representative is authorized to take any action permitted under Section 6223 of the Code or under any other corresponding provision of state, local or non-U.S. law6.03.

Partnership Representative; Tax Elections; Special Basis Adjustments. (a) The General Partner is xxxxxx designated as the “tax matters partner” for the Partnership pursuant to Section 6231(a)(7) of the Code, and, with respect to the Partnership’s taxable years beginning on or after January 1, 2018, the “partnership representative” of the Partnership within the meaning of Section 6223(a) of the Code. If any state or local tax law provides for a tax matters partner / partnership representative or person having similar rights, powers, authority or obligations, the person designated above shall be also serve in such capacity (in any such federal, state or local capacity, the “Partnership Representative”). The General Partner may name a replacement Partnership Representative at any time; provided, however, that the designated Partnership Representative shall appoint in its sole discretionserve as the Partnership Representative until resignation, death, incapacity, or removal. In such capacity, the Partnership Representative shall have all of the Partnership. In respect of an income tax audit of any tax return rights, authority and power, and shall be subject to all of the Partnershipobligations, of a tax matters partner / partnership representative to the filing of any amended return or claim for refund extent provided in connection with any item of income, gain, loss, deduction or credit reflected on any tax return of the Partnership, or any administrative or judicial proceedings arising out of or in connection with any such audit, amended return, claim for refund or denial of such claim, (A) Code and the Partnership Representative shall be authorized to act forRegulations, and its decision shall the Partners hereby agree to be final and binding upon, the Partnership and all Partners, (B) all expenses incurred bound by any actions taken by the Partnership Representative in connection therewith (including attorneys’, accountants’ and other advisors’ fees) shall be expenses of, and payable by, the Partnership and (C) no Partner shall have the right to participate in the audit of any Partnership tax return or any administrative or judicial proceedings conducted by the Partnership or the Partnership Representative arising out of or in connection with any such auditcapacity. The Partnership Representative shall keep represent the General Partner reasonably informed as Partnership in all tax matters to the progress of and any settlement of any tax examinations, audits or proceedingsextent allowed by law. The Partnership Representative shall use commercially reasonable efforts to allocate Without limiting the burden of any material taxes (and any interest, penalties and expenses related thereto) that are payable by the Partnership as a result of any adjustments arising from an audit or other tax proceeding involving the Partnership to the Partners or former Partners to which such taxes, interest, penalties and related expenses are attributable. The Partnership may, at the direction of the Partnership Representative, make the election described in Section 6226(a) of the Code with respect to any partnership adjustments for each taxable year and, if an election described in Section 6226(a) of the Code is not made with respect to any partnership adjustments and the Partnership pays an imputed underpayment pursuant to Section 6225 of the Code, the Partnership Representative shall use reasonable efforts to cause the Partnership to treat the portion of such imputed underpayment attributable to a Partner as an advance pursuant to Section 5.2(d). Notwithstanding this Section 10.5(a)foregoing, the Partnership Representative is authorized and required to take represent the Partnership (at the Partnership’s expense) in connection with all examinations of the Partnership’s affairs by tax authorities, including administrative and judicial proceedings, and to expend Partnership funds for professional services and costs associated therewith. Any decisions made by the Partnership Representative, including, without limitation, whether or not to settle or contest any action tax matter, and the choice of forum for any such contest, and whether or not to extend the period of limitations for the assessment or collection of any tax, shall be made in the Partnership Representative’s sole discretion. The Partnership Representative (i) shall have the sole authority to make any elections on behalf of the Partnership permitted to be made pursuant to the Code or the Regulations promulgated thereunder and (ii) may, in its sole discretion, make an election on behalf of the Partnership under Section 6223 Sections 6221(b) or 6226 of the Code as in effect for the first fiscal year beginning on or under after January 1, 2018 and thereafter, (iii) may request a modification to any other corresponding provision assessment of statean imputed underpayment, local including a modification for any Partner who is a real estate investment trust or nonregulated investment company as defined in Sections 586 and 851, respectively, based on such Partner making a deficiency dividend pursuant to Section 860 and a modification based on the tax-U.S. lawexempt status of a reviewed year Partner, and (iv) may take all actions the Partnership Representative deems necessary or appropriate in connection with the foregoing. The Partnership Representative shall be reimbursed and indemnified by the Partnership for all claims, liabilities, losses, costs, damages and expenses, and for reasonable legal and accounting fees, incurred in connection with the performance of its duties as Partnership Representative in accordance with the terms hereof, unless the actions of the Partnership Representative constitute gross negligence or intentional misconduct.

Partnership Representative; Tax Elections; Special Basis Adjustments. (a) The General Partner shall be or shall appoint in its sole discretion, the designate each year a Partnership Representative of the PartnershipPartnership which may be the General Partner and shall be the General Partner if no other Person is designated. In respect As Partnership Representative, the General Partner shall have the right and obligation to take all actions authorized and required of an income tax audit of any tax return such position by Sections 6222 through 6241 of the Partnership, Code and any Treasury Regulations thereunder and comparable provisions of state and local law (the filing of any amended return or claim for refund in connection with any item of income, gain, loss, deduction or credit reflected on any tax return of the Partnership, or any administrative or judicial proceedings arising out of or in connection with any such audit, amended return, claim for refund or denial of such claim, (A) the “Partnership Representative shall be authorized to act for, and its decision shall be final and binding upon, the Partnership and all Partners, (B) all expenses incurred by the Partnership Representative in connection therewith (including attorneys’, accountants’ and other advisors’ fees) shall be expenses of, and payable by, the Partnership and (C) no Audit Rules”). The General Partner shall have the right to participate retain professional assistance in the respect of any audit of any the Partnership tax return by the IRS or any administrative or judicial proceedings conducted to retain the services of a Partnership Representative, and all out-of-pocket expenses and fees incurred by the Partnership Representative shall constitute Partnership expenses. Any person who serves as Partnership Representative shall not be liable to the Partnership or any Partner for any action it takes or fails to take in such capacity, unless such action or failure to act constitutes knowing and intentional fraud. Upon the Partnership’s request, each Partner shall provide to the Partnership within the required time frame any information that the Partnership Representative arising out believes may be necessary or appropriate to resolve any tax issue relating to the Partnership or comply with or be eligible to invoke any aspect of or in connection with the Partnership Audit Rules. Notwithstanding any such audit. The provision of this Agreement to the contrary, any taxes, penalties, and interest payable by the Partnership under the Partnership Audit Rules shall be treated as attributable to the Partners, and, to the extent possible, the Partnership Representative shall keep the General Partner reasonably informed as to the progress of and any settlement of any tax examinations, audits or proceedings. The Partnership Representative shall use commercially reasonable efforts to allocate the burden of any material taxes (and any interest, penalties and expenses related thereto) that are payable by the Partnership as a result of any adjustments arising from an audit or other tax proceeding involving the Partnership such amounts to the Partners or former those Partners to which whom such taxes, interest, penalties and related expenses amounts are reasonably attributable. The Partnership mayAny such amounts allocated to a Partner, at the direction option of the Partnership Representative, make shall (a) be promptly paid to the election described in Section 6226(aPartnership by such Partner or (b) be paid by reducing the amount of the Code current or next succeeding distribution or distributions which would otherwise have been made to such Partner. The obligations of each Partner (or former Partner) under this Section 10.3(a) shall survive the Transfer by such Partner of its interest in the Partnership or the dissolution of the Partnership. In the event of a transfer of a Partner’s Partnership Interest, the transferee and transferor shall be jointly and severally liable for any liability with respect to any partnership adjustments for each taxable year and, if an election described the obligations of the transferor Partner under the Partnership Audit Rules. The Partnership shall indemnify Partnership Representative as provided in Section 6226(a) 7.8 of the Code is not made with respect to any partnership adjustments and the Partnership pays an imputed underpayment pursuant to Section 6225 of the Code, the Partnership Representative shall use reasonable efforts to cause the Partnership to treat the portion of such imputed underpayment attributable to a Partner as an advance pursuant to Section 5.2(d). Notwithstanding this Section 10.5(a), the Partnership Representative is authorized to take any action permitted under Section 6223 of the Code or under any other corresponding provision of state, local or non-U.S. lawAgreement.

Partnership Representative; Tax Elections; Special Basis Adjustments. (a) The General Partner is hereby designated as the “tax matters partner” for the Partnership pursuant to Section 6231(a)(7) of the Code, and, with respect to the Partnership's taxable years beginning on or after January 1, 2018, the “partnership representative” of the Partnership within the meaning of Section 6223(a) of the Code. If any state or local tax law provides for a tax matters partner / partnership representative or person having similar rights, powers, authority or obligations, the person designated above shall be also serve in such capacity (in any such federal, state or local capacity, the “Partnership Representative”). The General Partner may name a replacement Partnership Representative at any time; provided, however, that the designated Partnership Representative shall appoint in its sole discretionserve as the Partnership Representative until resignation, death, incapacity, or removal. In such capacity, the Partnership Representative shall have all of the Partnership. In respect of an income tax audit of any tax return rights, authority and power, and shall be subject to all of the Partnershipobligations, of a tax matters partner / partnership representative to the filing of any amended return or claim for refund extent provided in connection with any item of income, gain, loss, deduction or credit reflected on any tax return of the Partnership, or any administrative or judicial proceedings arising out of or in connection with any such audit, amended return, claim for refund or denial of such claim, (A) Code and the Partnership Representative shall be authorized to act forRegulations, and its decision shall the Partners hereby agree to be final and binding upon, the Partnership and all Partners, (B) all expenses incurred bound by any actions taken by the Partnership Representative in connection therewith (including attorneys’, accountants’ and other advisors’ fees) shall be expenses of, and payable by, the Partnership and (C) no Partner shall have the right to participate in the audit of any Partnership tax return or any administrative or judicial proceedings conducted by the Partnership or the Partnership Representative arising out of or in connection with any such auditcapacity. The Partnership Representative shall keep represent the General Partner reasonably informed as Partnership in all tax matters to the progress of and any settlement of any tax examinations, audits or proceedingsextent allowed by law. The Partnership Representative shall use commercially reasonable efforts to allocate Without limiting the burden of any material taxes (and any interest, penalties and expenses related thereto) that are payable by the Partnership as a result of any adjustments arising from an audit or other tax proceeding involving the Partnership to the Partners or former Partners to which such taxes, interest, penalties and related expenses are attributable. The Partnership may, at the direction of the Partnership Representative, make the election described in Section 6226(a) of the Code with respect to any partnership adjustments for each taxable year and, if an election described in Section 6226(a) of the Code is not made with respect to any partnership adjustments and the Partnership pays an imputed underpayment pursuant to Section 6225 of the Code, the Partnership Representative shall use reasonable efforts to cause the Partnership to treat the portion of such imputed underpayment attributable to a Partner as an advance pursuant to Section 5.2(d). Notwithstanding this Section 10.5(a)foregoing, the Partnership Representative is authorized and required to take represent the Partnership (at the Partnership’s expense) in connection with all examinations of the Partnership’s affairs by tax authorities, including administrative and judicial proceedings, and to expend Partnership funds for professional services and costs associated therewith. Any decisions made by the Partnership Representative, including, without limitation, whether or not to settle or contest any action tax matter, and the choice of forum for any such contest, and whether or not to extend the period of limitations for the assessment or collection of any tax, shall be made in the Partnership Representative’s sole discretion. The Partnership Representative (i) shall have the sole authority to make any elections on behalf of the Partnership permitted to be made pursuant to the Code or the Regulations promulgated thereunder and (ii) may, in its sole discretion, make an election on behalf of the Partnership under Section 6223 Sections 6221(b) or 6226 of the Code as in effect for the first fiscal year beginning on or under after January 1, 2018 and thereafter, (iii) may request a modification to any other corresponding provision assessment of statean imputed underpayment, local including a modification for any Partner who is a real estate investment trust or nonregulated investment company as defined in Sections 586 and 851, respectively, based on such Partner making a deficiency dividend pursuant to Section 860 and a modification based on the tax-U.S. lawexempt status of a reviewed year Partner, and (iv) may take all actions the Partnership Representative deems necessary or appropriate in connection with the foregoing. The Partnership Representative shall be reimbursed and indemnified by the Partnership for all claims, liabilities, losses, costs, damages and expenses, and for reasonable legal and accounting fees, incurred in connection with the performance of its duties as Partnership Representative in accordance with the terms hereof, unless the actions of the Partnership Representative constitute gross negligence or intentional misconduct.

Partnership Representative; Tax Elections; Special Basis Adjustments. (a) The General Partner is hereby designated as the “partnership representative” of the Partnership within the meaning of Section 6223(a) of the Code. If any state or local tax law provides for a partnership representative or person having similar rights, powers, authority or obligations, the person designated above shall be also serve in such capacity (in any such federal, state or local capacity, the “Partnership Representative”). The General Partner may name a replacement Partnership Representative at any time; provided, however, that the designated Partnership Representative shall appoint in its sole discretionserve as the Partnership Representative until resignation, death, incapacity, or removal. In such capacity, the Partnership Representative shall have all of the Partnership. In respect of an income tax audit of any tax return rights, authority and power, and shall be subject to all of the Partnershipobligations, of a partnership representative to the filing of any amended return or claim for refund extent provided in connection with any item of income, gain, loss, deduction or credit reflected on any tax return of the Partnership, or any administrative or judicial proceedings arising out of or in connection with any such audit, amended return, claim for refund or denial of such claim, (A) Code and the Partnership Representative shall be authorized to act forRegulations, and its decision shall the Partners hereby agree to be final and binding upon, the Partnership and all Partners, (B) all expenses incurred bound by any actions taken by the Partnership Representative in connection therewith (including attorneys’, accountants’ and other advisors’ fees) shall be expenses of, and payable by, the Partnership and (C) no Partner shall have the right to participate in the audit of any Partnership tax return or any administrative or judicial proceedings conducted by the Partnership or the Partnership Representative arising out of or in connection with any such auditcapacity. The Partnership Representative shall keep represent the General Partner reasonably informed as Partnership in all tax matters to the progress of and any settlement of any tax examinations, audits or proceedingsextent allowed by law. The Partnership Representative shall use commercially reasonable efforts to allocate Without limiting the burden of any material taxes (and any interest, penalties and expenses related thereto) that are payable by the Partnership as a result of any adjustments arising from an audit or other tax proceeding involving the Partnership to the Partners or former Partners to which such taxes, interest, penalties and related expenses are attributable. The Partnership may, at the direction of the Partnership Representative, make the election described in Section 6226(a) of the Code with respect to any partnership adjustments for each taxable year and, if an election described in Section 6226(a) of the Code is not made with respect to any partnership adjustments and the Partnership pays an imputed underpayment pursuant to Section 6225 of the Code, the Partnership Representative shall use reasonable efforts to cause the Partnership to treat the portion of such imputed underpayment attributable to a Partner as an advance pursuant to Section 5.2(d). Notwithstanding this Section 10.5(a)foregoing, the Partnership Representative is authorized and required to take represent the Partnership (at the Partnership’s expense) in connection with all examinations of the Partnership’s affairs by tax authorities, including administrative and judicial proceedings, and to expend Partnership funds for professional services and costs associated therewith. Any decisions made by the Partnership Representative, including, without limitation, whether or not to settle or contest any action tax matter, and the choice of forum for any such contest, and whether or not to extend the period of limitations for the assessment or collection of any tax, shall be made in the Partnership Representative’s sole discretion. The Partnership Representative (i) shall have the sole authority to make any elections on behalf of the Partnership permitted to be made pursuant to the Code or the Regulations promulgated thereunder and (ii) may, in its sole discretion, make an election on behalf of the Partnership under Section 6223 Sections 6221(b) or 6226 of the Code as in effect for the first fiscal year beginning on or under after January 1, 2018 and thereafter, (iii) may request a modification to any other corresponding provision assessment of statean imputed underpayment, local including a modification for any Partner who is a real estate investment trust or nonregulated investment company as defined in Sections 586 and 851, respectively, based on such Partner making a deficiency dividend pursuant to Section 860 and a modification based on the tax-U.S. lawexempt status of a reviewed year Partner, and (iv) may take all actions the Partnership Representative deems necessary or appropriate in connection with the foregoing. The Partnership Representative and any individual who has been appointed as a designated individual with respect to the Partnership Representative in accordance with Treasury Regulations Section 301.6223-1(b)(3)(ii) (“Designated Individual”) shall be reimbursed and indemnified by the Partnership for all claims, liabilities, losses, costs, damages and expenses, and for reasonable legal and accounting fees, incurred in connection with the performance of its duties as Partnership Representative or Designated Individual, as applicable, in accordance with the terms hereof, unless the actions of the Partnership Representative or the Designated Individual, as applicable constitute gross negligence or intentional misconduct.

Partnership Representative; Tax Elections; Special Basis Adjustments. (a) The General Partner is hereby designated as the “partnership representative” of the Partnership within the meaning of Section 6223(a) of the Code. If any state or local tax law provides for a partnership representative or person having similar rights, powers, authority or obligations, the person designated above shall be also serve in such capacity (in any such federal, state or local capacity, the “Partnership Representative”). The General Partner may name a replacement Partnership Representative at any time; provided, however, that the designated Partnership Representative shall appoint in its sole discretionserve as the Partnership Representative until resignation, death, incapacity, or removal. In such capacity, the Partnership Representative shall have all of the Partnership. In respect of an income tax audit of any tax return rights, authority and power, and shall be subject to all of the Partnershipobligations, of a partnership representative to the filing of any amended return or claim for refund extent provided in connection with any item of income, gain, loss, deduction or credit reflected on any tax return of the Partnership, or any administrative or judicial proceedings arising out of or in connection with any such audit, amended return, claim for refund or denial of such claim, (A) Code and the Partnership Representative shall be authorized to act forRegulations, and its decision shall the Partners hereby agree to be final and binding upon, the Partnership and all Partners, (B) all expenses incurred bound by any actions taken by the Partnership Representative in connection therewith (including attorneys’, accountants’ and other advisors’ fees) shall be expenses of, and payable by, the Partnership and (C) no Partner shall have the right to participate in the audit of any Partnership tax return or any administrative or judicial proceedings conducted by the Partnership or the Partnership Representative arising out of or in connection with any such auditcapacity. The Partnership Representative shall keep represent the General Partner reasonably informed as Partnership in all tax matters to the progress of and any settlement of any tax examinations, audits or proceedingsextent allowed by law. The Partnership Representative shall use commercially reasonable efforts to allocate Without limiting the burden of any material taxes (and any interest, penalties and expenses related thereto) that are payable by the Partnership as a result of any adjustments arising from an audit or other tax proceeding involving the Partnership to the Partners or former Partners to which such taxes, interest, penalties and related expenses are attributable. The Partnership may, at the direction of the Partnership Representative, make the election described in Section 6226(a) of the Code with respect to any partnership adjustments for each taxable year and, if an election described in Section 6226(a) of the Code is not made with respect to any partnership adjustments and the Partnership pays an imputed underpayment pursuant to Section 6225 of the Code, the Partnership Representative shall use reasonable efforts to cause the Partnership to treat the portion of such imputed underpayment attributable to a Partner as an advance pursuant to Section 5.2(d). Notwithstanding this Section 10.5(a)foregoing, the Partnership Representative is authorized and required to take represent the Partnership (at the Partnership’s expense) in connection with all examinations of the Partnership’s affairs by tax authorities, including administrative and judicial proceedings, and to expend Partnership funds for professional services and costs associated therewith. Any decisions made by the Partnership Representative, including, without limitation, whether or not to settle or contest any action tax matter, and the choice of forum for any such contest, and whether or not to extend the period of limitations for the assessment or collection of any tax, shall be made in the Partnership Representative’s sole discretion. The Partnership Representative (i) shall have the sole authority to make any elections on behalf of the Partnership permitted to be made pursuant to the Code or the Regulations promulgated thereunder and (ii) may, in its sole discretion, make an election on behalf of the Partnership under Section 6223 Sections 6221(b) or 6226 of the Code as in effect for the first fiscal year beginning on or under after January 1, 2019 and thereafter, (iii) may request a modification to any other corresponding provision assessment of statean imputed underpayment, local including a modification for any Partner who is a real estate investment trust or nonregulated investment company as defined in Sections 586 and 851, respectively, based on such Partner making a deficiency dividend pursuant to Section 860 and a modification based on the tax-U.S. lawexempt status of a reviewed year Partner, and (iv) may take all actions the Partnership Representative deems necessary or appropriate in connection with the foregoing. The Partnership Representative and any individual who has been appointed as a designated individual with respect to the Partnership Representative in accordance with Treasury Regulations Section 301.6223-1(b)(3)(ii) (“Designated Individual”) shall be reimbursed and indemnified by the Partnership for all claims, liabilities, losses, costs, damages and expenses, and for reasonable legal and accounting fees, incurred in connection with the performance of its duties as Partnership Representative or Designated Individual, as applicable, in accordance with the terms hereof, unless the actions of the Partnership Representative or the Designated Individual, as applicable constitute gross negligence or intentional misconduct.

Partnership Representative; Tax Elections; Special Basis Adjustments. (a) The General Partner shall be or shall appoint in its sole discretion, the designate each year a Partnership Representative of the PartnershipPartnership which may be the General Partner and shall be the General Partner if no other Person is designated. In respect As Partnership Representative, the General Partner shall have the right and obligation to take all actions authorized and required of an income tax audit of any tax return such position by Sections 6222 through 6241 of the Partnership, Code and any Treasury Regulations thereunder and comparable provisions of state and local law (the filing of any amended return or claim for refund in connection with any item of income, gain, loss, deduction or credit reflected on any tax return of the Partnership, or any administrative or judicial proceedings arising out of or in connection with any such audit, amended return, claim for refund or denial of such claim, (A) the “Partnership Representative shall be authorized to act for, and its decision shall be final and binding upon, the Partnership and all Partners, (B) all expenses incurred by the Partnership Representative in connection therewith (including attorneys’, accountants’ and other advisors’ fees) shall be expenses of, and payable by, the Partnership and (C) no Audit Rules”). The General Partner shall have the right to participate retain professional assistance in the respect of any audit of any the Partnership tax return by the Service or any administrative or judicial proceedings conducted to retain the services of a Partnership Representative, and all out-of-pocket expenses and fees incurred by the Partnership Representative shall constitute Partnership expenses. Any person who serves as Partnership Representative shall not be liable to the Partnership or any Partner for any action it takes or fails to take in such capacity, unless such action or failure to act constitutes bad faith, willful misconduct, gross negligence, fraud or a material breach of this Agreement. Upon the Partnership’s request, each Partner shall provide to the Partnership within the required time frame any information that the Partnership Representative arising out believes may be necessary or appropriate to resolve any tax issue relating to the Partnership or comply with or be eligible to invoke any aspect of or in connection with the Partnership Audit Rules. Notwithstanding any such audit. The provision of this Agreement to the contrary, any taxes, penalties, and interest payable by the Partnership under the Partnership Audit Rules shall be treated as attributable to the Partners, and, to the extent possible, the Partnership Representative shall keep the General Partner reasonably informed as to the progress of and any settlement of any tax examinations, audits or proceedings. The Partnership Representative shall use commercially reasonable efforts to allocate the burden of any material taxes (and any interest, penalties and expenses related thereto) that are payable by the Partnership as a result of any adjustments arising from an audit or other tax proceeding involving the Partnership such amounts to the Partners or former those Partners to which whom such taxes, interest, penalties and related expenses amounts are reasonably attributable. The Partnership mayAny such amounts allocated to a Partner, at the direction option of the Partnership Representative, make shall (a) be promptly paid to the election described in Section 6226(aPartnership by such Partner or (b) be paid by reducing the amount of the Code current or next succeeding distribution or distributions which would otherwise have been made to such Partner. The obligations of each Partner (or former Partner) under this Section 10.05(a) shall survive the Transfer by such Partner of its interest in the Partnership or the dissolution of the Partnership. In the event of a transfer of a Partner’s Interest, the transferee and transferor shall be jointly and severally liable for any liability with respect to any partnership adjustments for each taxable year and, if an election described the obligations of the transferor Partner under the Partnership Audit Rules. The Partnership shall indemnify Partnership Representative as provided in Section 6226(a) of the Code is not made with respect to any partnership adjustments and the Partnership pays an imputed underpayment pursuant to Section 6225 of the Code, the Partnership Representative shall use reasonable efforts to cause the Partnership to treat the portion of such imputed underpayment attributable to a Partner as an advance pursuant to Section 5.2(d). Notwithstanding this Section 10.5(a), the Partnership Representative is authorized to take any action permitted under Section 6223 of the Code or under any other corresponding provision of state, local or non-U.S. law6.03 hereof.

Partnership Representative; Tax Elections; Special Basis Adjustments. (a) The General Partner is hereby designated as the “partnership representative” of the Partnership within the meaning of Section 6223(a) of the Code. If any state or local tax law provides for a partnership representative or person having similar rights, powers, authority or obligations, the person designated above shall be also serve in such capacity (in any such federal, state or local capacity, the “Partnership Representative”). The General Partner may name a replacement Partnership Representative at any time using the procedures set forth Treasury Regulations Section 301.6223-1; provided, however, that the designated Partnership Representative shall appoint in its sole discretionserve as the Partnership Representative until resignation, death, incapacity, or removal. In such capacity, the Partnership Representative shall have all of the Partnership. In respect of an income tax audit of any tax return rights, authority and power, and shall be subject to all of the Partnershipobligations, of a partnership representative to the filing of any amended return or claim for refund extent provided in connection with any item of income, gain, loss, deduction or credit reflected on any tax return of the Partnership, or any administrative or judicial proceedings arising out of or in connection with any such audit, amended return, claim for refund or denial of such claim, (A) Code and the Partnership Representative shall be authorized to act forTreasury Regulations, and its decision shall the Partners hereby agree to be final and binding upon, the Partnership and all Partners, (B) all expenses incurred bound by any actions taken by the Partnership Representative in connection therewith (including attorneys’, accountants’ and other advisors’ fees) shall be expenses of, and payable by, the Partnership and (C) no Partner shall have the right to participate in the audit of any Partnership tax return or any administrative or judicial proceedings conducted by the Partnership or the Partnership Representative arising out of or in connection with any such auditcapacity. The Partnership Representative shall keep represent the General Partner reasonably informed as Partnership in all tax matters to the progress of and any settlement of any tax examinations, audits or proceedingsextent allowed by law. The Partnership Representative shall use commercially reasonable efforts to allocate Without limiting the burden of any material taxes (and any interest, penalties and expenses related thereto) that are payable by the Partnership as a result of any adjustments arising from an audit or other tax proceeding involving the Partnership to the Partners or former Partners to which such taxes, interest, penalties and related expenses are attributable. The Partnership may, at the direction of the Partnership Representative, make the election described in Section 6226(a) of the Code with respect to any partnership adjustments for each taxable year and, if an election described in Section 6226(a) of the Code is not made with respect to any partnership adjustments and the Partnership pays an imputed underpayment pursuant to Section 6225 of the Code, the Partnership Representative shall use reasonable efforts to cause the Partnership to treat the portion of such imputed underpayment attributable to a Partner as an advance pursuant to Section 5.2(d). Notwithstanding this Section 10.5(a)foregoing, the Partnership Representative is authorized and required to take represent the Partnership (at the Partnership’s expense) in connection with all examinations of the Partnership’s affairs by tax authorities, including administrative and judicial proceedings, and to expend Partnership funds for professional services and costs associated therewith. Any decisions made by the Partnership Representative, including, without limitation, whether or not to settle or contest any action tax matter, and the choice of forum for any such contest, and whether or not to extend the period of limitations for the assessment or collection of any tax, shall be made in the Partnership Representative’s sole discretion. The Partnership Representative (i) shall have the sole authority to make any elections on behalf of the Partnership permitted under Section 6223 of to be made pursuant to the Code or the Regulations promulgated thereunder and (ii) may, in its sole discretion, make an election on behalf of the Partnership under Sections 6221(b) or 6226 of the Code, (iii) may request a modification to any other corresponding provision assessment of statean imputed underpayment, local including a modification for any Partner who is a real estate investment trust or nonregulated investment company as defined in Sections 586 and 851, respectively, based on such Partner making a deficiency dividend pursuant to Section 860 and a modification based on the tax-U.S. lawexempt status of a reviewed year Partner, and (iv) may take all actions the Partnership Representative deems necessary or appropriate in connection with the foregoing. The Partnership Representative shall be reimbursed and indemnified by the Partnership for all claims, liabilities, losses, costs, damages and expenses, and for reasonable legal and accounting fees, incurred in connection with the performance of its duties as Partnership Representative in accordance with the terms hereof, unless the actions of the Partnership Representative constitute gross negligence or intentional misconduct.

Partnership Representative; Tax Elections; Special Basis Adjustments. (a) The General Partner shall be or shall appoint in its sole discretion, the designate each year a Partnership Representative of the Partnership. In respect of an income tax audit of any tax return of , which may be the PartnershipGeneral Partner and shall be the General Partner if no other person is designated, the filing of any amended return or claim for refund in connection with any item of income, gain, loss, deduction or credit reflected on any tax return of the Partnership, or any administrative or judicial proceedings arising out of or in connection with any such audit, amended return, claim for refund or denial of such claim, (A) and the Partnership Representative shall be authorized to act for, and its decision shall be final and binding upon, appoint a designated individual with substantial presence in the Partnership and all Partners, (B) all expenses incurred by United States through which the Partnership Representative in connection therewith (including attorneys’, accountants’ and other advisors’ fees) shall be expenses of, and payable bywill act.. As Partnership Representative, the General Partner shall have the right and obligation to take all actions authorized and required of such position by Sections 6222 through 6241 of the Code and any Treasury Regulations thereunder and comparable provisions of state and local law (the “Partnership and (C) no Audit Rules”). The General Partner shall have the right to participate retain professional assistance in the respect of any audit of any the Partnership tax return by the Service or any administrative or judicial proceedings conducted to retain the services of a Partnership Representative, and all out-of-pocket expenses and fees incurred by the Partnership Representative shall constitute Partnership expenses. Any person who serves as Partnership Representative shall not be liable to the Partnership or any Partner for any action it takes or fails to take in such capacity, unless such action or failure to act constitutes bad faith, willful misconduct, gross negligence, fraud or a material breach of this Agreement. Upon the Partnership’s request, each Partner shall provide to the Partnership within the required time frame any information that the Partnership Representative arising out believes may be necessary or appropriate to resolve any tax issue relating to the Partnership or comply with or be eligible to invoke any aspect of or in connection with the Partnership Audit Rules. Notwithstanding any such audit. The provision of this Agreement to the contrary, any taxes, penalties, and interest payable by the Partnership under the Partnership Audit Rules shall be treated as attributable to the Partners, and, to the extent possible, the Partnership Representative shall keep the General Partner reasonably informed as to the progress of and any settlement of any tax examinations, audits or proceedings. The Partnership Representative shall use commercially reasonable efforts to allocate the burden of any material taxes (and any interest, penalties and expenses related thereto) that are payable by the Partnership as a result of any adjustments arising from an audit or other tax proceeding involving the Partnership such amounts to the Partners or former those Partners to which whom such taxes, interest, penalties and related expenses amounts are reasonably attributable. The Partnership mayAny such amounts allocated to a Partner, at the direction option of the Partnership Representative, make shall (a) be promptly paid to the election described in Section 6226(aPartnership by such Partner or (b) be paid by reducing the amount of the Code current or next succeeding distribution or distributions which would otherwise have been made to such Partner. The obligations of each Partner (or former Partner) under this Section 10.5(a) shall survive the Transfer by such Partner of its interest in the Partnership or the dissolution of the Partnership. In the event of a transfer of a Partner’s Interest, the transferee and transferor shall be jointly and severally liable for any liability with respect to any partnership adjustments for each taxable year and, if an election described the obligations of the transferor Partner under the Partnership Audit Rules. The Partnership shall indemnify Partnership Representative as provided in Section 6226(a) of the Code is not made with respect to any partnership adjustments and the Partnership pays an imputed underpayment pursuant to Section 6225 of the Code, the Partnership Representative shall use reasonable efforts to cause the Partnership to treat the portion of such imputed underpayment attributable to a Partner as an advance pursuant to Section 5.2(d). Notwithstanding this Section 10.5(a), the Partnership Representative is authorized to take any action permitted under Section 6223 of the Code or under any other corresponding provision of state, local or non-U.S. law6.3.