Common use of Partnership Representative Clause in Contracts

Partnership Representative. (a) Sxxxxx X. Xxxxxx is designated as the “partnership representative” (the “Partnership Representative”) as provided in Code Section 6223(a) (or under any applicable state or local law providing for an analogous capacity). Notwithstanding anything herein to the contrary, any expenses incurred by the Partnership Representative in carrying out its responsibilities and duties in such capacity under this Agreement shall be an expense of the Partnership for which the Partnership Representative shall be reimbursed by the Partnership. The General Partners shall have the power to designate a successor Partnership Representative and, if a successor Partnership Representative is not an individual, to appoint an individual (the “Designated Individual”) meeting the requirements of Treasury Regulation Section 301.6223-1(c)(3) as the sole person authorized to represent the Partnership Representative in audits and other proceedings governed by Code Sections 6221 through 6241 (together with any regulatory or other administrative guidance promulgated thereunder, and any successor provisions, the “Partnership Tax Audit Rules”), as permitted by the Partnership Audit Rules. (b) The Partnership Representative is authorized and required to represent the Partnership in connection with all examinations of the affairs of the Partnership by any federal, state, local, or foreign taxing authority, including any resulting administrative and judicial proceedings, and to expend funds of the Partnership for professional services and costs associated therewith. Each Partner agrees that any action taken by the Partnership Representative in connection with audits of the Partnership (including actions by a Designated Individual in an audit governed by the Partnership Tax Audit Rules) shall be binding upon such Partner and that such Partner shall not independently act with respect to tax audits or tax litigation affecting the Partnership. The Partnership Representative shall have sole discretion to determine whether the Partnership (either on its own behalf or on behalf of the Partners) will contest or continue to contest any tax deficiencies assessed or proposed to be assessed by any Taxing Authority. Each Partner agrees to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably requested by the Partnership Representative with respect to the conduct of examinations by Taxing Authorities and any resulting proceedings; provided, that a Partner shall not be required to file an amended federal income tax return, as described in Code Section 6225(c)(2)(A). (c) Except as otherwise set forth herein, in the event of an audit of the Partnership that is subject to the Partnership Tax Audit Rules or any analogous provision of state or local law, the Partnership Representative and, as applicable, the Designated Individual, shall have the right to make any and all elections and to take any actions that are available to be made or taken by the Partnership Representative, the Designated Individual, or the Partnership under the Partnership Tax Audit Rules. To the extent that the Partnership Representative and, as applicable, Designated Individual do not make an election under Code Section 6221(b), the Partnership Representative and, as applicable, the Designated Individual shall use commercially reasonable efforts to reduce to the extent possible the amount of tax owed by the Partnership pursuant to an audit under the Partnership Tax Audit Rules (or analogous state or local partnership audit procedures) by either (i) making any modifications available under Code Section 6225(c)(3), (4), and (5) (or analogous provisions of state or local law) or (ii) making a timely election under Code Section 6226 (or an analogous provision of state or local law). If an election under Code Section 6226(a) is made, the Partnership shall furnish to each Partner for the year under audit a statement of the Partner’s share of any adjustment set forth in the notice of final partnership adjustment, and each Partner shall take such adjustment into account as required under Code Section 6226(b). (d) Each Partner agrees that such Partner shall not treat any Partnership item inconsistently on such Partner’s federal, state, foreign, or other income tax return with the treatment of the item on the Partnership’s return. Any deficiency for taxes imposed on any Partner (including penalties, additions to tax, or interest imposed with respect to such taxes and any tax deficiency imposed pursuant to Code Section 6226) will be paid by such Partner and if required to be paid (and actually paid) by the Partnership, will be recoverable from such Partner by the Partnership. (e) The Partnership shall defend, indemnify, and hold harmless the Partnership Representative and any Designated Individual against any and all liabilities sustained as a result of any act or decision concerning Partnership tax matters and within the scope of such person’s responsibilities as the Partnership Representative and Designated Individual, as applicable, so long as such act or decision was done or made in good faith and did not constitute gross negligence or willful misconduct. (f) Notwithstanding anything herein to the contrary, any expenses incurred by the Partnership Representative or a Designated Individual in carrying out their responsibilities and duties in such capacity under this Agreement shall be an expense of the Partnership for which the Tax Matters Representative or the Designated Individual shall be reimbursed by the Partnership. (g) The provisions of this Section 12.3 and the obligations of a Partner or former Partner pursuant to Section 12.3 shall survive the termination, dissolution, liquidation, and winding up of the Partnership and the withdrawal of such Partner from the Partnership or the Transfer of such Partner’s Partnership interests.

Partnership Representative. (a) Sxxxxx X. Xxxxxx A. The General Partner is hereby designated to serve as the “partnership representative” with respect to the Partnership, as provided in Section 6223(a) of the Partnership Audit Rules (the “Partnership Representative”) as provided in Code Section 6223(a) (or under any applicable state or local law providing for an analogous capacity). Notwithstanding anything herein to For each taxable year in which the contraryPartnership Representative is an entity, any expenses incurred the Partnership shall appoint the “designated individual” identified by the Partnership Representative in carrying out its responsibilities and duties in such capacity under this Agreement shall be an expense to act on behalf of the Partnership for which Representative in accordance with the Partnership Representative shall be reimbursed by the Partnership. The General Partners shall have the power to designate a successor Partnership Representative and, if a successor Partnership Representative is not an individual, to appoint an individual applicable Treasury Regulations (the “Designated Individual”) meeting ). Each Partner expressly consents to such designations and agrees that it will execute, acknowledge, deliver, file and record at the requirements of Treasury Regulation Section 301.6223-1(c)(3) appropriate public offices such documents as may be necessary or appropriate to evidence such consent. B. The Partnership Representative shall have the sole person authorized authority to represent act on behalf of the Partnership in connection with and make all relevant decisions regarding application of the Partnership Audit Rules, including, but not limited to, any elections under the Partnership Audit Rules or any decisions to settle, compromise, challenge, litigate or otherwise alter the defense of any proceeding before the IRS. C. The Partners agree to cooperate in good faith to timely provide information requested by the Partnership Representative in audits and other proceedings governed by Code Sections 6221 through 6241 (together as needed to comply with any regulatory or other administrative guidance promulgated thereunder, and any successor provisions, the “Partnership Tax Audit Rules”), including, without limitation, to make any elections available to the Partnership under the Partnership Audit Rules. Each Partner agrees that, upon request of the Partnership, such Partner shall take such actions as permitted may be necessary or desirable (as determined by the Partnership Representative) to (i) allow the Partnership to comply with the provisions of Section 6226 of the Partnership Audit Rules so that any “partnership adjustments” (as defined in Section 6241(2) of the Partnership Audit Rules) are taken into account by the Partners and former Partners rather than the Partnership; (ii) use the provisions of Section 6225(c) of the Partnership Audit Rules including, but not limited to, filing amended tax returns with respect to any “reviewed year” (within the meaning of Section 6225(d)(1) of the Partnership Audit Rules) or using the alternative procedure to filing amended returns to reduce the amount of any partnership adjustment otherwise required to be taken into account by the Partnership or (iii) otherwise allow the Partnership and its Partners to address and respond to any matters arising under the Partnership Audit Rules. (b) The D. Notwithstanding other provisions of this Agreement to the contrary, if any partnership adjustment is determined with respect to the Partnership, the Partnership Representative is authorized and required to represent may cause the Partnership in connection with all examinations of the affairs to elect pursuant to Section 6226 of the Partnership by Audit Rules to have such adjustment passed through to the Partners for the year to which the adjustment relates (i.e., the “reviewed year” within the meaning of Section 6225(d)(1) of the Partnership Audit Rules). In the event that the Partnership Representative has not caused the Partnership to so elect pursuant to Section 6226 of the Partnership Audit Rules, then any federal, state, local, “imputed underpayment” (as determined in accordance with Section 6225 of the Partnership Audit Rules) or foreign taxing authority, including any resulting administrative and judicial proceedings, and partnership adjustment that does not give rise to expend funds an “imputed underpayment” shall be apportioned among the Partners of the Partnership for professional services and costs associated therewith. Each Partner agrees that any action taken the taxable year in which the adjustment is finalized in such manner as may be necessary (as determined by the Partnership Representative in connection with audits good faith) so that, to the maximum extent possible, the tax and economic consequences of the imputed underpayment or other partnership adjustment and any associated interest and penalties (any such amount, an “Imputed Underpayment Amount”) are borne by the Partners based upon their interests in the Partnership for the reviewed year. Imputed Underpayment Amounts also shall include any imputed underpayment within the meaning of Section 6225 of the Partnership Audit Rules paid (including actions by a Designated Individual in an audit governed by the Partnership Tax Audit Rulesor payable) shall be binding upon such Partner and that such Partner shall not independently act with respect to tax audits or tax litigation affecting the Partnership. The Partnership Representative shall have sole discretion to determine whether the Partnership (either on its own behalf or on behalf of the Partners) will contest or continue to contest any tax deficiencies assessed or proposed to be assessed by any Taxing Authority. Each Partner agrees to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably requested by the Partnership Representative with respect to the conduct of examinations by Taxing Authorities and any resulting proceedings; provided, that entity treated as a Partner shall not be required to file an amended partnership for U.S. federal income tax return, as described purposes in Code Section 6225(c)(2)(A). (c) Except as otherwise set forth herein, in the event of an audit of which the Partnership that is subject holds (or has held) a direct or indirect interest other than through entities treated as corporations for U.S. federal income tax purposes to the Partnership Tax Audit Rules or any analogous provision of state or local law, the Partnership Representative and, as applicable, the Designated Individual, shall have the right to make any and all elections and to take any actions that are available to be made or taken by the Partnership Representative, the Designated Individual, or the Partnership under the Partnership Tax Audit Rules. To the extent that the Partnership Representative andbears the economic burden of such amounts, as applicable, Designated Individual do not make an election under Code Section 6221(b), whether by law or contract. E. Each Partner agrees to indemnify and hold harmless the Partnership Representative and, as applicable, the Designated Individual shall use commercially reasonable efforts from and against any liability with respect to reduce to the extent possible the amount of tax owed by the Partnership pursuant to an audit under the Partnership Tax Audit Rules (or analogous state or local partnership audit procedures) by either (i) making any modifications available under Code Section 6225(c)(3), (4), and (5) (or analogous provisions of state or local law) or (ii) making a timely election under Code Section 6226 (or an analogous provision of state or local law). If an election under Code Section 6226(a) is made, the Partnership shall furnish to each Partner for the year under audit a statement of the such Partner’s share of any adjustment tax deficiency paid or payable by the Partnership that is allocable to the Partner as determined in accordance with the second to last sentence of paragraph D above with respect to an audited or reviewed taxable year for which such Partner was a partner in the Partnership. The obligations set forth in this paragraph E shall survive the notice termination of final partnership adjustmentany Partner’s interest in the Partnership, the termination of this Agreement and/or the termination, dissolution, liquidation or winding up of the Partnership, and shall remain binding on each Partner for the period of time necessary to resolve with the IRS (or any other applicable taxing authority) all income tax matters relating to the Partnership and for Partners to satisfy their indemnification obligations, if any, pursuant to this Section 10.4. Any obligation of a Partner pursuant to this paragraph E shall take such adjustment into account as required under Code Section 6226(b). (d) Each Partner agrees that be implemented through adjustments to distributions otherwise payable to such Partner shall not treat any as determined in accordance with Article 5; provided, however, that, at the written request of the Partnership item inconsistently on Representative, each Partner or former Partner may be required to contribute to the Partnership such Partner’s federal, state, foreign, or other income tax return with the treatment of the item on the Partnership’s return. Any deficiency for taxes Imputed Underpayment Amount imposed on any Partner (including penalties, additions to tax, or interest imposed with respect to such taxes and any tax deficiency imposed pursuant to Code Section 6226) will be paid by such Partner and if required to be paid (and actually paid) by the Partnership; provided further, will be recoverable from that if a Partner or former Partner individually directly pays, pursuant to the Partnership Audit Rules, any such Imputed Underpayment Amount, then such payment shall reduce any offset to distribution or required capital contribution of such Partner by the Partnershipor former Partner. Any amount withheld from distributions pursuant to this paragraph E shall be treated as an amount distributed to such Partner or former Partner for all purposes under this Agreement. (e) The Partnership shall defend, indemnify, and hold harmless the Partnership Representative and any Designated Individual against any and all liabilities sustained as a result of any act or decision concerning Partnership tax matters and within the scope of such person’s responsibilities as the Partnership Representative and Designated Individual, as applicable, so long as such act or decision was done or made in good faith and did not constitute gross negligence or willful misconduct. (f) Notwithstanding anything herein to the contrary, any F. All expenses incurred by the Partnership Representative or a Designated Individual in carrying out their responsibilities and connection with its duties in such capacity under this Agreement as partnership representative or designated individual, as applicable, shall be an expense expenses of the Partnership (including, for which the Tax Matters avoidance of doubt, any costs and expenses incurred in connection with any claims asserted against the Partnership Representative or Designated Individual, as applicable, except, in the case of the Partnership Representative, to the extent the Partnership Representative is determined to have performed its duties in the manner described in the final sentence of this paragraph F, and the Partnership shall reimburse the Partnership Representative or Designated Individual, as applicable, for all such costs and expenses). Nothing herein shall be construed to restrict the Partnership Representative or Designated Individual from engaging lawyers, accountants, tax advisers, or other professional advisers or experts to assist the Partnership Representative or Designated Individual in discharging its duties hereunder. Neither the Partnership Representative nor the Designated Individual shall be reimbursed by liable to the Partnership. , any Partner or any Affiliate thereof for any costs or losses to any persons, any diminution in value or any liability whatsoever arising as a result of the performance of its duties pursuant to this Section 10.4; provided, however, that the Partnership Representative may be so liable if it or the Designated Individual has engaged in (gi) The provisions willful breach of any provision of this Section 12.3 and the obligations 10.4 or (ii) fraud, willful misconduct or gross negligence, in each case, with respect to its performance of a Partner or former Partner its duties pursuant to this Section 12.3 shall survive the termination, dissolution, liquidation, and winding up of the Partnership and the withdrawal of such Partner from the Partnership or the Transfer of such Partner’s Partnership interests10.4.

Partnership Representative. (a) Sxxxxx X. Xxxxxx The General Partner is designated as the “partnership representative” (the “Partnership Representative”) . In addition, the General Partner is authorized to designate or remove any other Person selected by General Partner as provided in Code Section 6223(a) (or under any applicable state or local law providing for an analogous capacity). Notwithstanding anything herein to the contrary, any expenses incurred by the Partnership Representative in carrying out its responsibilities and duties in such capacity under this Agreement shall be an expense of the Partnership for which the Partnership Representative shall be reimbursed by the PartnershipRepresentative. The General Partners shall have the power to designate a successor Partnership Representative and, if a successor Partnership Representative is not an individual, to appoint an individual (the “Designated Individual”) meeting the requirements of Treasury Regulation Section 301.6223-1(c)(3) as the sole person authorized to represent the Partnership Representative in audits and other proceedings governed by Code Sections 6221 through 6241 (together with any regulatory or other administrative guidance promulgated thereunder, and any successor provisions, the “Partnership Tax Audit Rules”), as permitted by the Partnership Audit Rules. (b) The Partnership Representative is authorized and required to represent the Partnership in connection with all examinations of the affairs of the Partnership by any federal, state, local, or foreign taxing authority, including any resulting administrative and judicial proceedings, and to expend funds of the Partnership for professional services and costs associated therewith. Each Partner agrees that any action All actions taken by the Partnership Representative in connection with audits pursuant to this Section 9.3 shall be subject to the overall oversight and authority of the Partnership (including actions by a Designated Individual Board. For each Fiscal Year in an audit governed by which the Partnership Tax Audit Rules) shall be binding upon such Partner and that such Partner shall not independently act with respect to tax audits or tax litigation affecting the Partnership. The Partnership Representative shall have sole discretion to determine whether is an entity, the Partnership (either on its own behalf or on behalf of shall appoint the Partners) will contest or continue to contest any tax deficiencies assessed or proposed to be assessed “designated individual” identified by any Taxing Authority. Each Partner agrees to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably requested approved by the Partnership Representative Board to act on its behalf in accordance with respect to the conduct of examinations by Taxing Authorities and any resulting proceedings; provided, that a Partner shall not be required to file an amended federal income tax return, as described in Code Section 6225(c)(2)(A). (c) Except as otherwise set forth herein, in the event of an audit of the Partnership that is subject to the Partnership Tax Audit Rules or any analogous provision of state or local law, the Partnership Representative and, as applicable, the Designated Individual, shall have the right to make any and all elections and to take any actions that are available to be made or taken by the Partnership Representative, the Designated Individual, or the Partnership under the Partnership Tax Audit Rules. To the extent that the Partnership Representative and, as applicable, Designated Individual do not make an election under Code Section 6221(b), the Partnership Representative and, as applicable, the Designated Individual shall use commercially reasonable efforts to reduce to the extent possible the amount of tax owed by the Partnership pursuant to an audit under the Partnership Tax Audit Rules (or analogous state or local partnership audit procedures) by either (i) making any modifications available under Code Section 6225(c)(3), (4), and (5) (applicable Regulations or analogous provisions of state or local lawLaw. Each Partner expressly consents to such designations and agrees to take, and that the General Partner is authorized to take (or cause the Partnership to take), such other actions as may be necessary or advisable pursuant to Regulations or other IRS or Treasury guidance or state or local Law to cause such designations or evidence such Partner’s consent to such designations. (b) Subject to this Section 9.3, the Partnership Representative shall have the sole authority to act on behalf of the Partnership in connection with, make all relevant decisions regarding application of, and to exercise the rights and powers provided for in the BBA Rules, including making any elections under the BBA Rules or any decisions to settle, compromise, challenge, litigate or otherwise alter the defense of any Action, audit or examination before the IRS or any other tax authority (each, an “Audit”), and to expend Partnership funds for professional services and other expenses reasonably incurred in connection therewith. Notwithstanding any provision to the contrary in this Agreement, the Partnership Representative shall be permitted make an election under Section 6226 of the BBA Rules (and any similar provision of state, local and non-U.S. tax Law) with respect to any Audit. (c) Without limiting the foregoing, the Partnership Representative shall give prompt written notice to the Original Limited Partner Representative of the commencement of any Audit of the Partnership or any of its Subsidiaries (a “Specified Audit”). The Partnership Representative shall: (i) keep the Original Limited Partner Representative reasonably informed of the material developments and status of any such Specified Audit; (ii) making a timely election under Code Section 6226 permit the Original Limited Partner Representative (or an analogous provision its designees) to participate (including using separate counsel), in each case at the Original Limited Partners’, as applicable, sole cost and expense, in any such Specified Audit; and (iii) promptly notify the Original Limited Partner Representative of state receipt of a notice of a final partnership adjustment (or local law)equivalent under applicable Laws) or a final decision of a court or IRS Appeals panel (or equivalent body under applicable Laws) with respect to such Specified Audit. If an election under Code Section 6226(aThe Partnership Representative or the Partnership shall promptly provide the Original Limited Partner Representative with copies of all material correspondence between the Partnership Representative or the Partnership (as applicable) is madeand any governmental authority in connection with such Specified Audit, and shall give the Original Limited Partner Representative a reasonable opportunity to review and comment on any material correspondence, submission (including settlement or compromise offers) or filing in connection with any such Specified Audit. Additionally, the Partnership Representative shall furnish not (and the Partnership shall not (and shall not authorize the Partnership Representative to)) settle, compromise or abandon any Specified Audit in a manner that would reasonably be expected to each have a disproportionately adverse (compared to the General Partner) or materially adverse effect on the Original Limited Partners without the Original Limited Partner for the year under audit a statement of the PartnerRepresentative’s share of any adjustment set forth in the notice of final partnership adjustmentprior written consent (which consent shall not be unreasonably withheld, and each Partner shall take such adjustment into account as required under Code Section 6226(bdelayed or conditioned). (d) Each The Partnership representative shall give prompt written notice to the NB Partner agrees Representative of the commencement of any material U.S. federal or state tax Audit of the Partnership or any of its Subsidiaries or any Audit of the Partnership or any of its Subsidiaries that would reasonably be expected to have a disproportionate and material adverse effect on the NB Partners (a “NB Relevant Audit”). The Partnership Representative shall keep the NB Partner Representative reasonably informed of the material developments and status of any such NB Specified Audit. The Partnership Representative or the Partnership shall promptly provide the NB Partner Representative with copies of all material correspondence between the Partnership Representative or the Partnership (as applicable) and any governmental authority in connection with such NB Relevant Audit, and shall give the NB Partner Representative a reasonable opportunity to review and comment on any material correspondence, submission (including settlement or compromise offers) or filing in connection with any such NB Relevant Audit. Additionally, the Partnership Representative shall not treat (and the Partnership shall not (and shall not authorize the Partnership Representative to)) settle, compromise or abandon any Partnership item inconsistently NB Relevant Audit in a manner that would reasonably be expected to have a disproportionate and material adverse effect on such Partnerthe NB Partners without the NB Partner Representative’s federalprior written consent (which consent shall not be unreasonably withheld, statedelayed or conditioned). Notwithstanding the foregoing, foreign, or other income tax return with the treatment rights of the item on NB Partner Representative under this Section 9.3(d) shall terminate upon the Partnership’s return. Any deficiency for taxes imposed on any Partner (including penalties, additions to tax, or interest imposed with respect to such taxes and any tax deficiency imposed pursuant to Code Section 6226) will be paid by such Partner and if required to be paid (and actually paid) by first date the Partnership, will be recoverable from such Partner by the PartnershipNB Second Ownership Threshold is no longer satisfied. (e) Notwithstanding anything to the contrary contained in this Agreement, in the event of any conflict between Section 11.1 of the BCA and this Agreement, Section 11.1 of the BCA shall control. The Partnership, the Partnership shall defendRepresentative, indemnifythe General Partner, and hold harmless the Partnership Representative Partners acknowledge and any Designated Individual against any agree to the foregoing sentence and all liabilities sustained as a result expressly agree to be bound by the terms of any act or decision concerning Partnership tax matters and within Section 11.1 of the scope of such person’s responsibilities as the Partnership Representative and Designated Individual, as applicable, so long as such act or decision was done or made in good faith and did not constitute gross negligence or willful misconductBCA. (f) Notwithstanding anything herein to the contrary, any expenses incurred by the Partnership Representative or a Designated Individual in carrying out their responsibilities and duties in such capacity under this Agreement This Section 9.3 shall be an expense of interpreted to apply to Partners and former Partners, and shall survive the Partnership for which the Tax Matters Representative or the Designated Individual shall be reimbursed by the Partnership. (g) The provisions of this Section 12.3 and the obligations Transfer of a Partner or former Partner pursuant to Section 12.3 shall survive Partner’s Partnership Units and the termination, dissolution, liquidation, liquidation and winding up of the Partnership and and, for this purpose to the withdrawal of such Partner from extent not prohibited by applicable Law, the Partnership or the Transfer of such Partner’s Partnership interestsshall be treated as continuing in existence.

Partnership Representative. (a) Sxxxxx Xxxxxx X. Xxxxxx is designated as the “partnership representative” (the “Partnership Representative”) as provided in Code Section 6223(a) (or under any applicable state or local law providing for an analogous capacity). Notwithstanding anything herein to the contrary, any expenses incurred by the Partnership Representative in carrying out its responsibilities and duties in such capacity under this Agreement shall be an expense of the Partnership for which the Partnership Representative shall be reimbursed by the Partnership. The General Partners shall have the power to designate a successor Partnership Representative and, if a successor Partnership Representative is not an individual, to appoint an individual (the “Designated Individual”) meeting the requirements of Treasury Regulation Section 301.6223-1(c)(3) as the sole person authorized to represent the Partnership Representative in audits and other proceedings governed by Code Sections 6221 through 6241 (together with any regulatory or other administrative guidance promulgated thereunder, and any successor provisions, the “Partnership Tax Audit Rules”), as permitted by the Partnership Audit Rules. (b) The Partnership Representative is authorized and required to represent the Partnership in connection with all examinations of the affairs of the Partnership by any federal, state, local, or foreign taxing authority, including any resulting administrative and judicial proceedings, and to expend funds of the Partnership for professional services and costs associated therewith. Each Partner agrees that any action taken by the Partnership Representative in connection with audits of the Partnership (including actions by a Designated Individual in an audit governed by the Partnership Tax Audit Rules) shall be binding upon such Partner and that such Partner shall not independently act with respect to tax audits or tax litigation affecting the Partnership. The Partnership Representative shall have sole discretion to determine whether the Partnership (either on its own behalf or on behalf of the Partners) will contest or continue to contest any tax deficiencies assessed or proposed to be assessed by any Taxing Authority. Each Partner agrees to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably requested by the Partnership Representative with respect to the conduct of examinations by Taxing Authorities and any resulting proceedings; provided, that a Partner shall not be required to file an amended federal income tax return, as described in Code Section 6225(c)(2)(A). (c) Except as otherwise set forth herein, in the event of an audit of the Partnership that is subject to the Partnership Tax Audit Rules or any analogous provision of state or local law, the Partnership Representative and, as applicable, the Designated Individual, shall have the right to make any and all elections and to take any actions that are available to be made or taken by the Partnership Representative, the Designated Individual, or the Partnership under the Partnership Tax Audit Rules. To the extent that the Partnership Representative and, as applicable, Designated Individual do not make an election under Code Section 6221(b), the Partnership Representative and, as applicable, the Designated Individual shall use commercially reasonable efforts to reduce to the extent possible the amount of tax owed by the Partnership pursuant to an audit under the Partnership Tax Audit Rules (or analogous state or local partnership audit procedures) by either (i) making any modifications available under Code Section 6225(c)(3), (4), and (5) (or analogous provisions of state or local law) or (ii) making a timely election under Code Section 6226 (or an analogous provision of state or local law). If an election under Code Section 6226(a) is made, the Partnership shall furnish to each Partner for the year under audit a statement of the Partner’s share of any adjustment set forth in the notice of final partnership adjustment, and each Partner shall take such adjustment into account as required under Code Section 6226(b). (d) Each Partner agrees that such Partner shall not treat any Partnership item inconsistently on such Partner’s federal, state, foreign, or other income tax return with the treatment of the item on the Partnership’s return. Any deficiency for taxes imposed on any Partner (including penalties, additions to tax, or interest imposed with respect to such taxes and any tax deficiency imposed pursuant to Code Section 6226) will be paid by such Partner and if required to be paid (and actually paid) by the Partnership, will be recoverable from such Partner by the Partnership. (e) The Partnership shall defend, indemnify, and hold harmless the Partnership Representative and any Designated Individual against any and all liabilities sustained as a result of any act or decision concerning Partnership tax matters and within the scope of such person’s responsibilities as the Partnership Representative and Designated Individual, as applicable, so long as such act or decision was done or made in good faith and did not constitute gross negligence or willful misconduct. (f) Notwithstanding anything herein to the contrary, any expenses incurred by the Partnership Representative or a Designated Individual in carrying out their responsibilities and duties in such capacity under this Agreement shall be an expense of the Partnership for which the Tax Matters Representative or the Designated Individual shall be reimbursed by the Partnership. (g) The provisions of this Section 12.3 and the obligations of a Partner or former Partner pursuant to Section 12.3 shall survive the termination, dissolution, liquidation, and winding up of the Partnership and the withdrawal of such Partner from the Partnership or the Transfer of such Partner’s Partnership interests.

Partnership Representative. (a) Sxxxxx X. Xxxxxx The General Partner is hereby designated as the “partnership representative” of the Partnership for purposes of Section 6223 of the Code and the Treasury Regulations promulgated thereunder (the “Partnership Representative”), and all federal, state and local Tax audits and litigation shall be conducted under the direction of the General Partner. The General Partner shall use reasonable efforts to inform each other Partner of all significant matters that may come to its attention in its capacity as Partnership Representative by giving Notice thereof and to forward to each other Partner copies of all significant written communications it may receive in such capacity. The Partnership Representative shall consult with the Preferred Partners before taking any material actions with respect to Tax matters, including actions relating to (i) as provided in Code an IRS examination of the Partnership commenced under Section 6223(a6231(a) of the Code, (or under any applicable state or local law providing ii) a request for an analogous capacity). Notwithstanding anything herein to the contrary, any expenses incurred administrative adjustment filed by the Partnership Representative in carrying out its responsibilities and duties in such capacity under this Agreement shall be an expense Section 6227 of the Partnership Code, (iii) the filing of a petition for which readjustment under Section 6234 of the Code with respect to a final notice of partnership adjustment, (iv) the appeal of an adverse judicial decision and (v) the compromise, settlement or dismissal of any such proceedings. The Partnership Representative shall be reimbursed by not compromise or settle any Tax audit or litigation affecting the Partnership. The General Preferred Partners shall have without the power to designate a successor Partnership Representative and, if a successor Partnership Representative is not an individual, to appoint an individual (the “Designated Individual”) meeting the requirements of Treasury Regulation Section 301.6223-1(c)(3) as the sole person authorized to represent the Partnership Representative in audits and other proceedings governed by Code Sections 6221 through 6241 (together with any regulatory or other administrative guidance promulgated thereunder, and any successor provisions, the “Partnership Tax Audit Rules”), as permitted by the Partnership Audit Rules. (b) The Partnership Representative is authorized and required to represent the Partnership in connection with all examinations consent of the affairs Preferred Partners holding more than fifty percent (50%) of the Partnership by Preferred Interests (excluding any federalDefaulting Partners). Any material proposed action, state, localinaction, or foreign taxing authority, including any resulting administrative and judicial proceedings, and election to expend funds of the Partnership for professional services and costs associated therewith. Each Partner agrees that any action be taken by the Partnership Representative (including the appointment of a successor Partnership Representative) in connection with audits its capacity as such, including the election under Section 6226(a)(1) of the Partnership Code, shall require the prior written approval of the Preferred Partners holding more than fifty percent (including actions by a Designated Individual in an audit governed 50%) of the Preferred Interests (calculated excluding any Defaulting Partners). For the avoidance of doubt, the financial burden of any imputed underpayment or other taxes borne by the Partnership Tax Audit Rules) shall be binding upon such Partner treated as a Tax Advance and that such Partner shall not independently act with respect to tax audits or tax litigation affecting be allocated amongst the Partnership. The Partnership Representative shall have sole discretion to determine whether the Partnership Partners (either on its own behalf or on behalf of the Partners) will contest or continue to contest any tax deficiencies assessed or proposed to be assessed by any Taxing Authority. Each Partner agrees to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably requested by the Partnership Representative with respect to the conduct of examinations by Taxing Authorities and any resulting proceedings; provided, that a Partner shall not be required to file an amended federal income tax return, as described in Code Section 6225(c)(2)(A). (c) Except as otherwise set forth herein, in the event of an audit of the Partnership that is subject to the Partnership Tax Audit Rules or any analogous provision of state or local law, the Partnership Representative and, as applicable, the Designated Individual, shall have the right to make any and all elections and to take any actions that are available to be made or taken by the Partnership Representative, the Designated Individual, or the Partnership under the Partnership Tax Audit Rules. To the extent that the Partnership Representative and, as applicable, Designated Individual do not make an election under Code Section 6221(b), the Partnership Representative and, as applicable, the Designated Individual shall use commercially reasonable efforts to reduce to the extent possible the amount of tax owed by the Partnership pursuant to an audit under the Partnership Tax Audit Rules (or analogous state or local partnership audit procedures) by either (i) making any modifications available under Code Section 6225(c)(3), (4), and (5) (or analogous provisions of state or local law) or (ii) making a timely election under Code Section 6226 (or an analogous provision of state or local law). If an election under Code Section 6226(a) is made, the Partnership shall furnish to each Partner for the year under audit a statement of the Partner’s share of any adjustment set forth be indemnified in the notice of final partnership adjustment, and each Partner shall take such adjustment into account as required under Code Section 6226(b). (d) Each Partner agrees that such Partner shall not treat any Partnership item inconsistently on such Partner’s federal, state, foreign, or other income tax return with the treatment of the item on the Partnership’s return. Any deficiency for taxes imposed on any Partner (including penalties, additions to tax, or interest imposed with respect to such taxes and any tax deficiency imposed pursuant to Code Section 6226) will be paid by such Partner and if required to be paid (and actually paid) by the Partnership, will be recoverable from such Partner by the Partnership. (e) The Partnership shall defend, indemnify, and hold harmless the Partnership Representative and any Designated Individual against any and all liabilities sustained as a result of any act or decision concerning Partnership tax matters and within the scope of such person’s responsibilities Tax Advances) as the Partnership Representative and Designated Individual, as applicable, so long as such act or decision was done or made provided in good faith and did not constitute gross negligence or willful misconductSection 9.5. (f) Notwithstanding anything herein to the contrary, any expenses incurred by the Partnership Representative or a Designated Individual in carrying out their responsibilities and duties in such capacity under this Agreement shall be an expense of the Partnership for which the Tax Matters Representative or the Designated Individual shall be reimbursed by the Partnership. (g) The provisions of this Section 12.3 and the obligations of a Partner or former Partner pursuant to Section 12.3 shall survive the termination, dissolution, liquidation, and winding up of the Partnership and the withdrawal of such Partner from the Partnership or the Transfer of such Partner’s Partnership interests.

Partnership Representative. (a) Sxxxxx X. Xxxxxx To the extent that such a designation is designated required pursuant to the Code or the Treasury Regulations, the parties hereto agree to the designation of Xxxx Xxxx as the “partnership representative” (the “Partnership Representative”) as provided in ” of the Company who shall fulfill the role of a “Partnership Representative” pursuant to Code Section 6223(a) (or under 6231 with full power and authority to act on behalf of the Company and the Members in such capacity. If any applicable state or local tax law providing provides for an analogous capacity). Notwithstanding anything herein to the contrary, any expenses incurred by the a Partnership Representative in carrying out its responsibilities and duties in such capacity under this Agreement shall be an expense of the Partnership for which or person having similar rights, powers, authorities or obligations, the Partnership Representative shall be reimbursed by the Partnership. The General Partners shall have the power to designate a successor Partnership Representative and, if a successor Partnership Representative is not an individual, to appoint an individual (the “Designated Individual”) meeting the requirements of Treasury Regulation Section 301.6223-1(c)(3) as the sole person authorized to represent the Partnership Representative also serve in audits and other proceedings governed by Code Sections 6221 through 6241 (together with any regulatory or other administrative guidance promulgated thereunder, and any successor provisions, the “Partnership Tax Audit Rules”), as permitted by the Partnership Audit Rulessuch capacity. (b) The Partnership Representative is authorized and required to represent At the request of the Partnership Representative, in connection with all examinations an adjustment of any item of income, gain, loss, deduction, or credit of the affairs Company or any partnership in which the Company invests, directly or indirectly, each Member shall promptly file one or more amended returns in the manner contemplated by Code Section 6225(c) (as in effect following the Bipartisan Budget Act of 2015) and any Regulations or other guidance that may be promulgated or issued in the future relating thereto and pay any tax due with respect to such returns. If the Partnership Representative makes an election pursuant to Code Section 6226 (as in effect following the Bipartisan Budget Act of 2015) with respect to an imputed underpayment, each Member shall comply with the requirements under such section (and any Regulations or other guidance that may be promulgated or issued in the future relating thereto). At the request of the Partnership by any federalRepresentative, state, local, or foreign taxing authority, including any resulting administrative and judicial proceedings, and to expend funds of the Partnership for professional services and costs associated therewith. Each Partner agrees that any action taken by each Member shall provide the Partnership Representative and the Company with any information available to such Member and with such representations, certificates, or forms relating to such Member (or its direct or indirect owners or account holders) and any other documentation, in connection with audits each case, that the Partnership Representative determines, in its reasonable discretion, are necessary to make an election under Section 6221(b)(1) of the Partnership Code (including actions by a Designated Individual as in effect following the Bipartisan Budget Act of 2015) or the Regulations or other official guidance thereunder or to modify an audit governed by imputed underpayment under Section 6225(c) of the Partnership Tax Audit RulesCode (as in effect following the Bipartisan Budget Act of 2015) shall or the Regulations or other official guidance thereunder. Notwithstanding anything to the contrary in this Agreement, any information, representations, certificates, forms, or documentation so provided may be binding upon such Partner and that such Partner shall not independently act with respect disclosed to tax audits or tax litigation affecting the Partnershipany applicable taxing authority. The Partnership Representative shall have sole discretion to determine whether the Partnership (either on its own behalf or on behalf of the Partners) will contest or continue to contest any tax deficiencies assessed or proposed to be assessed by any Taxing Authority. Each Partner agrees to cooperate reasonably consult with the Partnership Representative and to do or refrain from doing any or all things reasonably requested by the Partnership Representative with respect to the conduct of examinations by Taxing Authorities and any resulting proceedings; provided, that a Partner shall not be required to file an amended federal income tax return, as described in Code Section 6225(c)(2)(A). (c) Except as otherwise set forth herein, in the event of an audit of the Partnership that is subject to the Partnership Tax Audit Rules or any analogous provision of state or local law, the Partnership Representative and, as applicable, the Designated Individual, shall have the right to make any and all elections and to take any actions that are available to be made or taken by the Partnership Representative, the Designated Individual, or the Partnership under the Partnership Tax Audit Rules. To the extent that the Partnership Representative and, as applicable, Designated Individual do not make an election under Code Section 6221(b), the Partnership Representative and, as applicable, the Designated Individual shall use commercially reasonable efforts to reduce to the extent possible the amount of tax owed by the Partnership pursuant to an audit under the Partnership Tax Audit Rules (or analogous state or local partnership audit procedures) by either (i) making any modifications available under Code Section 6225(c)(3), (4), and (5) (or analogous provisions of state or local law) or (ii) making a timely election under Code Section 6226 (or an analogous provision of state or local law). If an election under Code Section 6226(a) is made, the Partnership shall furnish to each Partner for the year under audit a statement of the Partner’s share of any adjustment set forth in the notice of final partnership adjustment, and each Partner shall take such adjustment into account as required under Code Section 6226(b). (d) Each Partner agrees that such Partner shall not treat any Partnership item inconsistently on such Partner’s federal, state, foreign, or other income tax return with the treatment of the item on the Partnership’s return. Any deficiency for taxes imposed on any Partner (including penalties, additions to tax, or interest imposed with respect to such taxes and any tax deficiency imposed pursuant to Code Section 6226) will be paid by such Partner and if required to be paid (and actually paid) by the Partnership, will be recoverable from such Partner by the Partnership. (e) The Partnership shall defend, indemnify, and hold harmless the Partnership Representative and any Designated Individual against any and all liabilities sustained as a result of any act or decision concerning Partnership tax matters and within the scope of such person’s responsibilities as the Partnership Representative and Designated Individual, as applicable, so long as such act or decision was done or made Members in good faith and did not constitute gross negligence or willful misconduct. (f) Notwithstanding anything herein to in connection with the contrary, any expenses incurred by the Partnership Representative or a Designated Individual in carrying out their responsibilities and duties in such capacity under this Agreement shall be an expense application of the Partnership for which Bipartisan Budget Act of 2015 (and actions taken in connection therewith). Each Member’s obligations to comply with the Tax Matters Representative or the Designated Individual shall be reimbursed by the Partnership. (g) The provisions requirements of this Section 12.3 and the obligations of a Partner or former Partner pursuant to Section 12.3 shall survive the Member’s ceasing to be a Member of the Company and/or the termination, dissolution, liquidation, liquidation and winding up of the Partnership and Company, to the withdrawal of such Partner from the Partnership or the Transfer of such Partner’s Partnership interestsextent applicable.

Partnership Representative. (a) Sxxxxx X. Xxxxxx The General Partner is hereby designated to serve as the “tax matters partner” under Code section 6231(a)(7) (as in effect prior to repeal of such section pursuant to the Partnership Audit Procedures) and the “partnership representative” with respect to the Partnership, as provided in section 6223(a) of the Partnership Audit Procedures (in such capacities, the “Partnership Representative”) as provided in Code Section 6223(a) (to oversee or under any applicable state or local law providing for an analogous capacity). Notwithstanding anything herein handle matters relating to the contrarytaxation of the Partnership. For each taxable year in which the Partnership Representative is an entity, any expenses incurred the Partnership shall appoint the “designated individual” identified by the Partnership Representative in carrying out its responsibilities and duties in such capacity under this Agreement shall be an expense to act on behalf of the Partnership for which the Partnership Representative shall be reimbursed by the Partnership. The General Partners shall have the power to designate a successor Partnership Representative and, if a successor Partnership Representative is not an individual, to appoint an individual (the “Designated Individual”) meeting in accordance with the requirements of applicable Treasury Regulation Section 301.6223-1(c)(3) Regulations. Each Partner expressly consents to such designations and agrees that it will execute, acknowledge, deliver, file and record at the appropriate public offices such documents as the sole person authorized may be necessary or appropriate to represent the Partnership Representative in audits and other proceedings governed by Code Sections 6221 through 6241 (together with any regulatory or other administrative guidance promulgated thereunder, and any successor provisions, the “Partnership Tax Audit Rules”), as permitted by the Partnership Audit Rulesevidence such consent. (b) The Partnership Representative is authorized and required shall have the sole authority to represent act on behalf of the Partnership in connection with and make all examinations of the affairs relevant decisions regarding application of the Partnership Audit Procedures, including, but not limited to, any elections under the Partnership Audit Procedures or any decisions to settle, compromise, challenge, litigate or otherwise alter the defense of any proceeding before the IRS. (c) The Partners agree to cooperate in good faith to timely provide information requested by any federal, state, local, or foreign taxing authoritythe Partnership Representative as needed to comply with the Partnership Audit Procedures, including without limitation to make any resulting administrative elections available to the Partnership under the Partnership Audit Procedures. Each Partner agrees that, upon request of the Partnership, such Partner shall take such actions as may be necessary or desirable (as determined by the Partnership Representative) to (i) allow the Partnership to comply with the provisions of section 6226 of the Partnership Audit Procedures so that any “partnership adjustments” (as defined in section 6241(2) of the Partnership Audit Procedures) are taken into account by the Partners and judicial proceedingsformer Partners rather than the Partnership; (ii) use the provisions of section 6225(c) of the Partnership Audit Procedures including, but not limited to, filing amended tax returns with respect to any “reviewed year” (within the meaning of section 6225(d)(1) of the Partnership Audit Procedures) or using the alternative procedure to filing amended returns to reduce the amount of any partnership adjustment otherwise required to be taken into account by the Partnership; or (iii) otherwise allow the Partnership and its Partners to expend funds address and respond to any matters arising under the Partnership Audit Procedures. (d) Notwithstanding other provisions of this Agreement to the contrary, if any partnership adjustment is determined with respect to the Partnership, the Partnership Representative may cause the Partnership to elect pursuant to section 6226 of the Partnership Audit Procedures to have such adjustment passed through to the Partners for the year to which the adjustment relates (i.e., the “reviewed year” within the meaning of section 6225(d)(1) of the Partnership Audit Procedures). In the event that the Partnership Representative has not caused the Partnership to so elect pursuant to section 6226 of the Partnership Audit Procedures, then any “imputed underpayment” (as determined in accordance with section 6225 of the Partnership Audit Procedures) or partnership adjustment that does not give rise to an imputed underpayment shall be apportioned among the Partners of the Partnership for professional services and costs associated therewith. Each Partner agrees that any action taken the taxable year in which the adjustment is finalized in such manner as may be necessary (as determined by the Partnership Representative in connection with audits good faith) so that, to the maximum extent possible, the tax and economic consequences of the imputed underpayment or other partnership adjustment and any associated interest and penalties (any such amount, an “Imputed Underpayment Amount”) are borne by the Partners based upon their interests in the Partnership for the reviewed year. Imputed Underpayment Amounts also shall include any imputed underpayment within the meaning of section 6225 of the Partnership Audit Procedures paid (including actions by a Designated Individual in an audit governed by the Partnership Tax Audit Rulesor payable) shall be binding upon such Partner and that such Partner shall not independently act with respect to tax audits or tax litigation affecting the Partnership. The Partnership Representative shall have sole discretion to determine whether the Partnership (either on its own behalf or on behalf of the Partners) will contest or continue to contest any tax deficiencies assessed or proposed to be assessed by any Taxing Authority. Each Partner agrees to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably requested by the Partnership Representative with respect to the conduct of examinations by Taxing Authorities and any resulting proceedings; provided, that entity treated as a Partner shall not be required to file an amended partnership for U.S. federal income tax return, as described purposes in Code Section 6225(c)(2)(A). (c) Except as otherwise set forth herein, in the event of an audit of which the Partnership that is subject holds (or has held) a direct or indirect interest other than through entities treated as corporations for U.S. federal income tax purposes to the Partnership Tax Audit Rules or any analogous provision of state or local law, the Partnership Representative and, as applicable, the Designated Individual, shall have the right to make any and all elections and to take any actions that are available to be made or taken by the Partnership Representative, the Designated Individual, or the Partnership under the Partnership Tax Audit Rules. To the extent that the Partnership Representative andbears the economic burden of such amounts, as applicable, Designated Individual do not make an election under Code Section 6221(b), whether by law or contract. (e) Each Partner agrees to indemnify and hold harmless the Partnership Representative and, as applicable, the Designated Individual shall use commercially reasonable efforts from and against any liability with respect to reduce to the extent possible the amount of tax owed by the Partnership pursuant to an audit under the Partnership Tax Audit Rules (or analogous state or local partnership audit procedures) by either (i) making any modifications available under Code Section 6225(c)(3), (4), and (5) (or analogous provisions of state or local law) or (ii) making a timely election under Code Section 6226 (or an analogous provision of state or local law). If an election under Code Section 6226(a) is made, the Partnership shall furnish to each Partner for the year under audit a statement of the such Partner’s share of any adjustment tax deficiency paid or payable by the Partnership that is allocable to the Partner as determined in accordance with the second sentence of Section 9.3(d) with respect to an audited or reviewed taxable year for which such Partner was a partner in the Partnership. The obligations set forth in this Section 9.3(e) shall survive the notice termination of final partnership adjustmentany Partner’s interest in the Partnership, the termination of this Agreement and/or the termination, dissolution, liquidation or winding up of the Partnership, and shall remain binding on each Partner for the period of time necessary to resolve with the IRS (or any other applicable taxing authority) all income tax matters relating to the Partnership and for Partners to satisfy their indemnification obligations, if any, pursuant to this Section 9.3. Any obligation of a Partner pursuant to this Section 9.3(e) shall take such adjustment into account as required under Code Section 6226(b). (d) Each Partner agrees that be implemented through adjustments to distributions otherwise payable to such Partner shall not treat any as determined in accordance with Section 4.1; provided, however, that, at the written request of the Partnership item inconsistently on Representative, each Partner or former Partner may be required to contribute to the Partnership such Partner’s federal, state, foreign, or other income tax return with the treatment of the item on the Partnership’s return. Any deficiency for taxes Imputed Underpayment Amount imposed on any Partner (including penalties, additions to tax, or interest imposed with respect to such taxes and any tax deficiency imposed pursuant to Code Section 6226) will be paid by such Partner and if required to be paid (and actually paid) by the Partnership; provided, will be recoverable from further, that if a Partner or former Partner individually directly pays, pursuant to the Partnership Audit Procedures, any such Imputed Underpayment Amount, then such payment shall reduce any offset to distribution or required capital contribution of such Partner by the Partnership. (eor former Partner. Any amount withheld from distributions pursuant to this Section 9.3(e) The Partnership shall defend, indemnify, and hold harmless the Partnership Representative and any Designated Individual against any and be treated as an amount distributed to such Partner or former Partner for all liabilities sustained as a result of any act or decision concerning Partnership tax matters and within the scope of such person’s responsibilities as the Partnership Representative and Designated Individual, as applicable, so long as such act or decision was done or made in good faith and did not constitute gross negligence or willful misconductpurposes under this Agreement. (f) Notwithstanding anything herein to the contrary, any All expenses incurred by the Partnership Representative or a Designated Individual in carrying out their responsibilities and connection with its duties in such capacity under this Agreement as partnership representative or designated individual, as applicable, shall be an expense expenses of the Partnership (including, for which the Tax Matters avoidance of doubt, any costs and expenses incurred in connection with any claims asserted against the Partnership Representative or Designated Individual, as applicable, except to the extent the Partnership Representative or Designated Individual is determined to have performed its duties in the manner described in the final sentence of this Section 9.3(f)), and the Partnership shall reimburse and indemnify the Partnership Representative or Designated Individual, as applicable, for all such expenses and costs. Nothing herein shall be construed to restrict the Partnership Representative or Designated Individual from engaging lawyers, accountants, tax advisers, or other professional advisers or experts to assist the Partnership Representative or Designated Individual in discharging its duties hereunder. Neither the Partnership Representative nor Designated Individual shall be reimbursed by liable to the Partnership. , any Partner or any Affiliate thereof for any costs or losses to any persons, any diminution in value or any liability whatsoever arising as a result of the performance of its duties pursuant to this Section 9.3 absent (gi) The provisions willful breach of any provision of this Section 12.3 and 9.3 or (ii) bad faith, fraud, gross negligence or willful misconduct on the obligations of a Partner or former Partner pursuant to Section 12.3 shall survive the termination, dissolution, liquidation, and winding up part of the Partnership and the withdrawal of such Partner from the Partnership Representative or the Transfer of such Partner’s Partnership interestsDesignated Individual, as applicable.

Partnership Representative. (a) Sxxxxx X. Xxxxxx is designated BCSF will serve as the “partnership representative” of the Company as provided in Section 6223(a) of the Code (or any successor or similar provision of U.S. federal, state or local law) and a “designated individual” that is subject to the control of BCSF will be appointed by the Company through whom the partnership representative will act (individually and collectively referred to as the “Partnership Representative”) as provided in Code Section 6223(a) (or under any applicable state or local law providing for an analogous capacity). Notwithstanding anything herein In such capacity, subject to the contrarylast sentence of this paragraph, the Partnership Representative shall have sole discretion to make or refrain from making any election or otherwise act on behalf of 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. The Partnership Representative shall have the right to retain professional assistance in respect of any audit of the Company and all reasonable, documented out-of-pocket expenses and fees incurred by the Partnership Representative in carrying out its responsibilities and duties in such capacity under this Agreement shall be an expense on behalf of the Partnership for which the Company as Partnership Representative shall be reimbursed by the Partnership. The General Partners shall have the power to designate a successor Partnership Representative and, if a successor Partnership Representative is not an individual, to appoint an individual (the “Designated Individual”) meeting the requirements of Treasury Regulation Section 301.6223-1(c)(3) as the sole person authorized to represent the Partnership Representative in audits and other proceedings governed by Code Sections 6221 through 6241 (together with any regulatory or other administrative guidance promulgated thereunder, and any successor provisions, the “Partnership Tax Audit Rules”), as permitted by the Partnership Audit Rules. (b) The Partnership Representative is authorized and required to represent the Partnership in connection with all examinations of the affairs of the Partnership by any federal, state, local, or foreign taxing authority, including any resulting administrative and judicial proceedings, and to expend funds of the Partnership for professional services and costs associated therewithCompany. Each Partner agrees that any action taken by the Partnership Representative in connection with audits of the Partnership (including actions by a Designated Individual in an audit governed by the Partnership Tax Audit Rules) shall be binding upon such Partner and that such Partner shall not independently act with respect to tax audits or tax litigation affecting the Partnership. The Partnership Representative shall have sole discretion to determine whether the Partnership (either on its own behalf or on behalf of the Partners) will contest or continue to contest any tax deficiencies assessed or proposed to be assessed by any Taxing Authority. Each Partner Member agrees to cooperate with the Partnership Representative and to do or refrain from doing any or all things provide such information as may be reasonably requested by the Partnership Representative with in relation to carrying out its responsibilities under Section 6223 of the Code (and the regulations promulgated thereunder). The Company agrees to indemnify the Partnership Representative and its agents and save and hold them harmless, from and in respect to the conduct of examinations all Losses incurred by Taxing Authorities and any resulting proceedings; provided, that a Partner shall not be required to file an amended federal income tax return, as described in Code Section 6225(c)(2)(A). (c) Except as otherwise set forth herein, in the event of an audit of the Partnership Representative in connection with or resulting from any claim, action, or demand against the Partnership Representative or the Company that is subject arise out of or in any way relate to the Partnership Tax Audit Rules or any analogous provision Representative’s status as “partnership representative” of state or local lawthe Company. Notwithstanding the foregoing, the Partnership Representative andshall not take any action requiring Prior Committee Approval prior to such Prior Committee Approval being obtained. (b) If the Company is subject to any tax liability imposed under Subchapter C of Chapter 63 of the Code, as applicablewell as any related interest, penalties, or other charges or expenses (collectively, a “Tax Liability”), the Designated Individual, shall have Members (acting through the right to make any and all elections and to take any actions that are available to be made Committee) (or taken by the Partnership Representative, in consultation with the Designated IndividualMembers (acting through the Committee)) shall allocate among the Members any Tax Liability in a manner it determines to be fair and equitable and the Capital Accounts hereunder by deducting amounts from Capital Accounts or reducing amounts otherwise distributable to Members, or taking into account any modifications attributable to a Member pursuant to Section 6225(c) of the Partnership under the Partnership Tax Audit RulesCode and any similar state and local authority. To the extent that a portion of a Tax Liability for a prior tax year relates to a former Member, the Members (acting through the Committee) (or the Partnership Representative andRepresentative, in consultation with the Members (acting through the Committee)) may require a former Member to indemnify the Company for its allocable portion of such tax. Each Member acknowledges that, notwithstanding the Transfer or withdrawal of all or any portion of its interest in the Company, pursuant to this Section 6.13, it may remain liable for Tax Liabilities with respect to its allocable share of income and gain of the Company for the Company’s tax years (or portions thereof) prior to such Transfer or withdrawal, as applicable, Designated Individual do not make an election under Subchapter C of Chapter 63 of the Code Section 6221(b)or any similar state or local provisions. Any Tax Liability that is payable by the Company shall, to the extent attributable to a Member’s (or a former Member’s) interest in the Company, be treated as distributed or otherwise paid to such Member in the same manner as a withholding tax. The Members acknowledge and agree that the Members (acting through the Committee) or the Partnership Representative and, as applicable, shall be permitted to take any actions to avoid Tax Liability being imposed on the Designated Individual shall use commercially reasonable efforts to reduce to the extent possible the amount Company or any of tax owed by the Partnership pursuant to an audit its Subsidiaries or Portfolio Companies under the Partnership Tax Audit Rules (or analogous state or local partnership audit procedures) by either (i) making any modifications available under Code Section 6225(c)(3), (4), and (5) (or analogous provisions Subchapter C of state or local law) or (ii) making a timely election under Code Section 6226 (or an analogous provision of state or local law). If an election under Code Section 6226(a) is made, the Partnership shall furnish to each Partner for the year under audit a statement Chapter 63 of the Partner’s share of any adjustment set forth in Code. To the notice of final partnership adjustmentfullest extent permitted by law, and each Partner shall take such adjustment into account as required under Code Section 6226(b). (d) Each Partner Member hereby agrees that such Partner shall not treat any Partnership item inconsistently on such Partner’s federal, state, foreign, or other income tax return with the treatment of the item on the Partnership’s return. Any deficiency for taxes imposed on any Partner (including penalties, additions to tax, or interest imposed with respect to such taxes and any tax deficiency imposed pursuant to Code Section 6226) will be paid by such Partner and if required to be paid (and actually paid) by the Partnership, will be recoverable from such Partner by the Partnership. (e) The Partnership shall defend, indemnify, indemnify and hold harmless the Partnership Representative Company and any Designated Individual the other Members from and against any and all liabilities sustained as a result of any act or decision concerning Partnership tax matters and within the scope of such person’s responsibilities as the Partnership Representative and Designated Individual, as applicable, so long as such act or decision was done or made in good faith and did not constitute gross negligence or willful misconduct. (f) Notwithstanding anything herein to the contrary, any expenses Tax Liability incurred by the Partnership Representative Company or a Designated Individual such other Members with respect to income attributable to or distributions or other payments to such Member, except in carrying out their responsibilities and duties the event such liability arises due to the Company’s bad faith, gross negligence, fraud or intentional misconduct (or, in such capacity under this Agreement shall be an expense the case of the Partnership for which Administrative Agent, a breach of its duties under the Tax Matters Representative or the Designated Individual shall be reimbursed by the Partnership. (g) The provisions of this Section 12.3 and the obligations of a Partner or former Partner pursuant to Section 12.3 shall survive the terminationAdministration Agreement). Each Member agrees that, dissolution, liquidation, and winding up of the Partnership and the withdrawal of such Partner from the Partnership or notwithstanding the Transfer of such Partner’s Partnership interestsall or any portion of its interest in the Company, if requested by the Committee, it shall provide an IRS Form W-9, the appropriate IRS Form W-8 or any other certificate or documentation, which, the Committee reasonably determines, is necessary.

Partnership Representative. (a) Sxxxxx X. Xxxxxx is designated as For each taxable year of the Partnership, the General Partner shall be entitled to designate the “partnership representative” of the Partnership within the meaning of Section 6223 of the Code (the “Partnership Representative”) as provided in Code Section 6223(a) ). The General Partner is hereby authorized to take any actions necessary under the Revised Audit Rules or other guidance to effect such designation with respect to each taxable year of the Partnership (and the Partnership Representative is authorized to take any actions specified under the Revised Audit Rules or under any applicable state statute or local law providing for an analogous capacitylaw). Notwithstanding anything herein to the contrary, any expenses incurred by and the Partnership Representative in carrying out its responsibilities shall comply with any requirements necessary to effect such designation. Each Partner hereby consents to such designations and duties in such capacity under this Agreement shall be an expense agrees that upon the request of the Partnership for which Representative, such Partner will execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. The Partnership Representative shall keep the Management Representative reasonably informed of any material audit or proceeding asserting any tax liability related to the Partnership and the Partnership Representative shall only settle or compromise any such audit or proceeding subject to the Consent of the Management Representative (not to be reimbursed by the Partnership. The General Partners shall have the power to designate a successor Partnership Representative andunreasonably withheld, if a successor Partnership Representative is not an individual, to appoint an individual (the “Designated Individual”) meeting the requirements of Treasury Regulation Section 301.6223-1(c)(3) as the sole person authorized to represent the Partnership Representative in audits and other proceedings governed by Code Sections 6221 through 6241 (together with any regulatory conditioned or other administrative guidance promulgated thereunder, and any successor provisions, the “Partnership Tax Audit Rules”delayed), as permitted by the Partnership Audit Rules. (b) The Partnership Representative shall use its commercially reasonable efforts to apply the rules and elections under the Revised Audit Rules in a manner that minimizes the likelihood that any Partner would bear any material tax, interest or penalties as a result of any audit or proceeding that is attributable to another Partner (other than a predecessor in interest). The Partnership Representative is hereby authorized to take any action reasonably required to cause the financial burden of any “imputed underpayment” (as determined under Section 6225 of the Code) and associated interest, adjustments to tax and penalties arising from a partnership-level adjustment that are imposed on the Partnership (an “Imputed Underpayment”) to be borne by the Partners to whom such Imputed Underpayment relates as reasonably determined by the Partnership Representative after consulting with the Partnership’s accountants or other advisers, taking into account any differences in the amount of taxes attributable to each Partner because of such Partner’s status, nationality or other characteristics, including such Partner’s actions or omissions, and each Partner hereby agrees to reasonably cooperate with the Partnership Representative in connection with such Imputed Underpayment, including by filing an amended tax return pursuant to Treasury Regulations section 301.6225-2(d)(2); provided, however, that any Holder of Partnership Class PI Common Units shall only be required to file any such amended tax return with the consent of the Management Representative (such consent not to be unreasonably withheld, conditioned or delayed); provided, further, that no Partner shall be required to file any such amended tax return in connection with any Imputed Underpayment that is de minimis as compared to the costs of preparing and filing such an amended tax return. For the avoidance of doubt, each Partner shall bear its own costs and expenses incurred in connection with making any amended tax filings or complying with the alternative procedure in Treasury Regulations section 301.6225-2(d)(2)(x). By executing this Agreement or a counterpart hereof, each Partner (i) expressly authorizes the Partnership Representative and the Partnership to take any and all actions that are reasonably necessary under applicable U.S. federal income tax law (as such law may be revised from time to time) to cause the Partnership to make the election set forth in Section 6226(a) of the Code if the Partnership Representative decides to make such election, and (ii) expressly agrees to take any action, and furnish the Partnership Representative with any information necessary, to give effect to such election. Each Partner hereby severally indemnifies and holds the Partnership, the General Partner and the Partnership Representative harmless for such Partner’s respective portion of the financial burden of an Imputed Underpayment as provided in the foregoing sentences and in furtherance thereof, each Partner agrees (A) to pay such amount to the Partnership within fifteen (15) days following the Partnership’s request for payment (and any failure to pay such amount shall result in interest on such amount calculated at the prime rate plus two percent (2%)) and (B) that any amounts otherwise distributable to such Partner may be applied in satisfaction of such obligations. Except with the express written consent of the General Partner, each Partner shall be jointly and severally liable with their predecessors in interest, if any, for amounts owed hereunder in respect of any predecessor in interest to such Partner. No Partner shall file a notice with the IRS under Section 6222(c)(1)(B) of the Code in connection with such Partner’s intention to treat an item on such Partner’s U.S. federal income tax return in a manner that is inconsistent with the treatment of such item on the Partnership’s U.S. federal income tax return unless such Partner has, not less than thirty (30) days prior to the filing of such notice, provided the Partnership with a copy of the notice and thereafter in a timely manner provides such other information related thereto as the General Partner shall reasonably request. (c) The Partnership Representative shall employ experienced tax counsel to represent the Partnership in connection with all examinations of the affairs any audit or investigation of the Partnership by any federal, state, local, or foreign taxing authority, including any resulting the IRS and in connection with all subsequent administrative and judicial proceedingsproceedings arising out of such audit. The fees and expenses of such tax counsel, and to expend funds of the Partnership for professional services and costs associated therewith. Each Partner agrees that any action taken by the Partnership Representative in connection with audits of the Partnership (including actions by a Designated Individual in an audit governed by the Partnership Tax Audit Rules) shall be binding upon such Partner and that such Partner shall not independently act with respect to tax audits or tax litigation affecting the Partnership. The Partnership Representative shall have sole discretion to determine whether the Partnership (either on its own behalf or on behalf of the Partners) will contest or continue to contest any tax deficiencies assessed or proposed to be assessed by any Taxing Authority. Each Partner agrees to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably requested by the Partnership Representative with respect to the conduct of examinations by Taxing Authorities and any resulting proceedings; provided, that a Partner shall not be required to file an amended federal income tax return, as described in Code Section 6225(c)(2)(A). (c) Except as otherwise set forth herein, in the event of an audit of the Partnership that is subject to the Partnership Tax Audit Rules or any analogous provision of state or local law, the Partnership Representative and, as applicable, the Designated Individual, shall have the right to make any and all elections and to take any actions that are available to be made or taken by the Partnership Representative, the Designated Individual, or the Partnership under the Partnership Tax Audit Rules. To the extent that the Partnership Representative and, as applicable, Designated Individual do not make an election under Code Section 6221(b), the Partnership Representative and, as applicable, the Designated Individual shall use commercially reasonable efforts to reduce to the extent possible the amount of tax owed by the Partnership pursuant to an audit under the Partnership Tax Audit Rules (or analogous state or local partnership audit procedures) by either (i) making any modifications available under Code Section 6225(c)(3), (4), and (5) (or analogous provisions of state or local law) or (ii) making a timely election under Code Section 6226 (or an analogous provision of state or local law). If an election under Code Section 6226(a) is made, the Partnership shall furnish to each Partner for the year under audit a statement of the Partner’s share of any adjustment set forth in the notice of final partnership adjustment, and each Partner shall take such adjustment into account as required under Code Section 6226(b). (d) Each Partner agrees that such Partner shall not treat any Partnership item inconsistently on such Partner’s federal, state, foreign, or other income tax return with the treatment of the item on the Partnership’s return. Any deficiency for taxes imposed on any Partner (including penalties, additions to tax, or interest imposed with respect to such taxes and any tax deficiency imposed pursuant to Code Section 6226) will be paid by such Partner and if required to be paid (and actually paid) by the Partnership, will be recoverable from such Partner by the Partnership. (e) The Partnership shall defend, indemnify, and hold harmless the Partnership Representative and any Designated Individual against any and all liabilities sustained as a result of any act or decision concerning Partnership tax matters and within the scope of such person’s responsibilities as the Partnership Representative and Designated Individual, as applicable, so long as such act or decision was done or made in good faith and did not constitute gross negligence or willful misconduct. (f) Notwithstanding anything herein to the contrary, any expenses incurred by the Partnership Representative or a Designated Individual in carrying out their responsibilities and duties in such capacity under this Agreement serving as the Partnership Representative, shall be an expense of the Partnership for which the Tax Matters Representative or the Designated Individual expenses and shall be reimbursed paid by the Partnership. (g) The provisions of this Section 12.3 and . Notwithstanding the obligations of a Partner or former Partner pursuant to Section 12.3 foregoing, it shall survive be the termination, dissolution, liquidation, and winding up responsibility of the Partnership General Partner and the withdrawal of such Partner from the Partnership or the Transfer of such each Limited Partner’s Partnership , at their expense, to employ tax counsel to represent their respective separate interests.

Partnership Representative. (a) Sxxxxx X. Xxxxxx is designated as the “partnership representative” (BKV shall be or designate the “Partnership Representative”) as provided in Code ” of the Venture within the meaning of Section 6223(a) (6223 of the Code, or any corresponding or similar provisions under state, local or non-U.S. law and any applicable state or local law providing for an analogous capacity)successor Partnership Representative. Notwithstanding anything herein to the contrary, any expenses incurred by the The Partnership Representative in carrying out its responsibilities and duties in shall serve as such capacity under this Agreement shall be an at the expense of the Partnership for which Venture with all powers granted to a partnership representative under the Partnership Representative shall be reimbursed by the PartnershipCode (or any corresponding or similar provision of state, local or non-U.S. tax law). The General Partners BKV shall have the power sole authority to designate a successor Partnership Representative and, if a successor Partnership Representative is not an individual, to appoint an individual (the any “Designated Individual”) meeting the requirements of ” as described in Treasury Regulation Regulations Section 301.6223-1(c)(31 (and any similar provisions of state and local law) as the sole person authorized to represent the Partnership Representative in audits and other proceedings governed by Code Sections 6221 through 6241 (together with any regulatory or other administrative guidance promulgated thereunder, and any successor provisions, the “Partnership Tax Audit Rules”), as permitted by the Partnership Audit RulesDesignated Individual. (b) The Partnership Representative is authorized and required to shall represent the Partnership Venture in connection any disputes, controversies, or proceedings with all examinations of the affairs of the Partnership by IRS or with any federal, state, local, or foreign non-U.S. taxing authority. Except as otherwise provided in this Section 4.6, including any resulting administrative and judicial proceedings, and the Partnership Representative shall be entitled to expend funds take such actions on behalf of the Venture in any and all proceedings with the IRS and any other such taxing authority as it reasonably determines to be appropriate and any decision made by the Partnership for professional services and costs associated therewithRepresentative shall be binding on all Venturers, provided, the Partnership Representative receives approval of the Board with respect to its duties. Each Partner agrees that any action taken The Venturers agree to cooperate in good faith to timely provide information reasonably requested by the Partnership Representative. Any cost or expense incurred by the Partnership Representative in connection with audits its duties as such, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Venture. Without limiting the foregoing, the Partnership Representative shall apply the provisions of subchapter C of charter 63 of the Partnership Code, or similar provisions of state, local or non-U.S. tax law, with respect to any audit imputed underpayment, other adjustment, or any such decision or action by the IRS (including actions by a Designated Individual in an audit governed or other tax authority) with respect to the Venture or the Venturers for such taxable years, as determined by the Partnership Tax Audit Rules) shall be binding upon such Partner and that such Partner shall not independently act with respect to tax audits or tax litigation affecting the PartnershipRepresentative. The Partnership Representative No Venturer shall have sole discretion to determine whether any claim against the Venture, Partnership (either on its own behalf Representative, or the Board for any form of damages or liability as a result of actions taken or remedies pursued by or on behalf of the Partners) will contest or continue Venture in order to contest any tax deficiencies assessed or proposed to be assessed by any Taxing Authority. Each Partner agrees to cooperate comply with the Partnership Representative and to do rules under subchapter C of charter 63 of the Code, or refrain from doing any similar provisions of state, local or all things reasonably requested by the Partnership Representative with respect to the conduct of examinations by Taxing Authorities and any resulting proceedings; provided, that a Partner shall not be required to file an amended federal income tax return, as described in Code Section 6225(c)(2)(A)non-U.S. law. (c) Except The Partnership Representative and/or the designated individual shall have no personal liability arising out of his, her or its good faith performance of his, her or its duties as otherwise set forth herein, in the event of an audit of the Partnership that is subject to the Partnership Tax Audit Rules or any analogous provision of state or local law, the Partnership Representative and, as applicable, and/or designated individual hereunder. Except with the Designated Individual, shall have the right to make any and all elections and to take any actions that are available to be made or taken by permission of the Partnership Representative, the Designated Individual, no Venturer shall take a position on any tax return or the Partnership under the Partnership Tax Audit Rules. To the extent that the Partnership Representative and, as applicable, Designated Individual do not make an election under Code Section 6221(b), the Partnership Representative and, as applicable, the Designated Individual shall use commercially reasonable efforts to reduce to the extent possible the amount of other filing with any tax owed by the Partnership pursuant to an audit under the Partnership Tax Audit Rules authority (or analogous state or local partnership audit procedurescourt) by either (i) making any modifications available under Code Section 6225(c)(3), (4), and (5) (or analogous provisions of state or local law) or (ii) making a timely election under Code Section 6226 (or an analogous provision of state or local law). If an election under Code Section 6226(a) is made, the Partnership shall furnish to each Partner for the year under audit a statement of the Partner’s share of any adjustment set forth in the notice of final partnership adjustment, and each Partner shall take such adjustment into account as required under Code Section 6226(b). (d) Each Partner agrees that such Partner shall not treat any Partnership item inconsistently on such Partner’s federal, state, foreign, or other income tax return with the treatment of the item on the Partnership’s return. Any deficiency for taxes imposed on any Partner (including penalties, additions to tax, or interest imposed with respect to such taxes and any tax deficiency imposed pursuant an item of income, gain, loss, deduction or credit attributable to Code Section 6226) will be paid by such Partner and if required to be paid (and actually paid) by the Partnership, will be recoverable from such Partner by Venture that is inconsistent with the Partnership. (e) The Partnership shall defend, indemnify, and hold harmless the Partnership Representative and any Designated Individual against any and all liabilities sustained as a result of any act or decision concerning Partnership tax matters and within the scope Venture’s treatment of such person’s responsibilities as the Partnership Representative and Designated Individual, as applicable, so long as such act item on its tax return or decision was done or made in good faith and did not constitute gross negligence or willful misconduct. (frequest an administrative adjustment under Section 6222(c) Notwithstanding anything herein to the contrary, any expenses incurred by the Partnership Representative or a Designated Individual in carrying out their responsibilities and duties in such capacity under this Agreement shall be an expense of the Partnership for which the Tax Matters Representative or the Designated Individual shall be reimbursed by the PartnershipCode. (g) The provisions of this Section 12.3 and the obligations of a Partner or former Partner pursuant to Section 12.3 shall survive the termination, dissolution, liquidation, and winding up of the Partnership and the withdrawal of such Partner from the Partnership or the Transfer of such Partner’s Partnership interests.

Partnership Representative. (ai) Sxxxxx X. Xxxxxx The General Partner is hereby designated as the as the “partnership representative” of the Partnership within the meaning of Section 6223 of the Code and Regulation Section 301.6223-1 et. seq., or under any successor statute or similar state, local, or non-U.S. law (in each such capacity, the “Partnership Representative”) and shall designate an individual to act as provided in Code Section 6223(a) (or under any applicable state or local law providing for an analogous capacity). Notwithstanding anything herein to the contrary, any expenses incurred by the Partnership Representative in carrying out its responsibilities and duties in such capacity under this Agreement shall be an expense “designated individual” of the Partnership for which the Partnership Representative shall be reimbursed by the Partnership. The General Partners shall have the power to designate a successor Partnership Representative and, if a successor Partnership Representative is not an individual, to appoint an individual (the “Designated Individual”) meeting the requirements of Treasury Regulation Section 301.6223-1(c)(3) as the sole person authorized to represent the Partnership Representative in audits and other proceedings governed by Code Sections 6221 through 6241 (together with any regulatory or other administrative guidance promulgated thereunder), and any successor provisions, the “Partnership Tax Audit Rules”), as permitted by the Partnership Audit Rules. (b) The Partnership Representative is authorized and required to in such capacity shall represent the Partnership in connection any disputes, controversies or proceedings with all examinations of the affairs of the Partnership by Internal Revenue Service or with any federal, state, local, or foreign non-U.S. taxing authority and is hereby authorized to take any and all actions that it is permitted to take by applicable law when acting in that capacity. In the event the Partnership will be the subject of an income tax audit by any federal, state or local authority, to the extent the Partnership is treated as an entity for purposes of such audit, including any resulting administrative settlement and judicial proceedingsreview, the Partnership Representative will be authorized to act for, and its decision will be final and binding upon, the Partnership and each Partner thereof. It is acknowledged that the actual designations herein are made on Form 1065 or successor form for each year that the Partnership files, if applicable, such form. (ii) The Partners acknowledge and agree that it is the general intention of the Partners to expend funds minimize any obligations of the Partnership to pay taxes and interest in connection with any audit of the Partnership, including, if the Partnership Representative so determines, by means of elections under any BBA provision (such as the so-called “push out” election under Section 6226). The Partners agree to cooperate in good faith, including without limitation by timely providing information reasonably requested by the Partnership Representative and making elections and filing amended returns reasonably requested by the Partnership Representative, by paying any applicable taxes, interest and penalties, to give effect to the preceding sentence, and by undertaking any other action reasonably requested by the Partnership or the General Partner in connection with any elections made by the Partnership Representative or as determined to be reasonably necessary by the Partnership Representative under any BBA provision. (iii) The Partnership shall make any payments it may be required to make under any BBA provision and, in the Partnership Representative’s reasonable discretion, allocate any such payment among the current or former Partners of the Partnership for professional services the “reviewed year” to which the payment relates in a manner that reflects the current or former Partners’ respective interests in the Partnership for that year and costs associated therewithany other factors taken into account in determining the amount of the payment. Each Partner agrees that any action taken To the extent payments are made by the Partnership Representative on behalf of or with respect to a current Partner in connection accordance with audits this Section 3.14(b), such amounts shall, at the election of the Partnership Representative, (including actions x) be applied to and reduce the next distribution(s) otherwise payable to that Partner under this Agreement, (y) be reimbursed to the Partnership by reducing such Partner’s Capital Account, or (z) be paid by that Partner to the Partnership within thirty days of written notice from the Partnership Representative requesting the payment. In addition, if any such payment is made on behalf of or with respect to a Designated Individual in former Partner, that Partner shall pay over to the Partnership an audit governed amount equal to the amount of such payment made on behalf of or with respect to it within thirty days of written notice from the Partnership Representative requesting the payment. Any amounts required to be paid by any current or former Partner to the Partnership pursuant to this Section 3.14(b) that have not been paid within thirty days of written notice from the Partnership Representative requesting such payment shall accrue interest at the Treasury Xxxx Rate (or any substantially similar rate selected by the Partnership Tax Audit RulesGeneral Partner in its discretion) shall be binding upon plus 2% per annum from the date that the payment was made on behalf of or with respect to such Partner and until the date that such amount is paid to the Partnership. (iv) Each Limited Partner shall further agrees that such Limited Partner will not independently act with respect to tax audits or tax litigation affecting the Partnership. The Partnership Representative shall have sole discretion to determine whether , unless the Partnership (either on its own behalf or on behalf prior written consent of the Partners) will contest or continue to contest any tax deficiencies assessed or proposed to be assessed by any Taxing AuthorityGeneral Partner has been obtained. Each Limited Partner agrees to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably requested by the Partnership Representative with respect to the conduct of examinations by Taxing Authorities and any resulting proceedings; provided, also acknowledges that a Partner shall not be required to file an amended federal income tax return, as described in Code Section 6225(c)(2)(A). (c) Except as otherwise set forth herein, notwithstanding anything contained in the event applicable law governing this Agreement and the terms of an audit of the Partnership that is subject to the Partnership Tax Audit Rules or any analogous provision of state or local lawthis Agreement, the Partnership Representative and, as applicable, has the Designated Individual, shall have the right sole and exclusive authority to make any and all elections and to take any actions that are available to be made or taken by represent the Partnership Representative, before the Designated Individual, or Internal Revenue Service and the Partnership under the Partnership Tax Audit Rules. To the extent that the Partnership Representative and, as applicable, Designated Individual do not make an election under Code Section 6221(b), the Partnership Representative and, as applicable, the Designated Individual shall use commercially reasonable efforts to reduce to the extent possible the amount courts of tax owed by the Partnership pursuant to an audit under the Partnership Tax Audit Rules (or analogous state or local partnership audit procedures) by either (i) making any modifications available under Code Section 6225(c)(3), (4), and (5) (or analogous provisions of state or local law) or (ii) making a timely election under Code Section 6226 (or an analogous provision of state or local law). If an election under Code Section 6226(a) is made, the Partnership shall furnish to each Partner for the year under audit a statement of the Partner’s share of any adjustment set forth in the notice of final partnership adjustment, and each Partner shall take such adjustment into account as required under Code Section 6226(b)applicable jurisdiction. (dv) Each Partner agrees that such Partner shall not treat any Partnership item inconsistently on such Partner’s federal, state, foreign, Any cost or other income tax return with the treatment of the item on the Partnership’s return. Any deficiency for taxes imposed on any Partner (including penalties, additions to tax, or interest imposed with respect to such taxes and any tax deficiency imposed pursuant to Code Section 6226) will be paid by such Partner and if required to be paid (and actually paid) by the Partnership, will be recoverable from such Partner by the Partnership. (e) The Partnership shall defend, indemnify, and hold harmless the Partnership Representative and any Designated Individual against any and all liabilities sustained as a result of any act or decision concerning Partnership tax matters and within the scope of such person’s responsibilities as the Partnership Representative and Designated Individual, as applicable, so long as such act or decision was done or made in good faith and did not constitute gross negligence or willful misconduct. (f) Notwithstanding anything herein to the contrary, any expenses expense incurred by the Partnership Representative in connection with its duties, including the preparation for or a Designated Individual in carrying out their responsibilities and duties in such capacity under this Agreement shall pursuance of administrative or judicial proceedings, will be an expense of the Partnership for which the Tax Matters Representative or the Designated Individual shall be reimbursed paid by the Partnership, and the Partnership Representative shall be entitled to be indemnified by the Partnership (solely out of Partnership assets) with respect to any action brought against it in connection with the settlement of any such proceeding. (gvi) The provisions of contained in this Section 12.3 and the obligations of a Partner or former Partner pursuant to Section 12.3 3.14(b) shall survive the termination, dissolution, liquidation, and winding up and dissolution of the Partnership and the withdrawal of such any Partner from the Partnership or the Transfer of such any Partner’s Partnership interestsInterest and shall apply to any current or former Partner.

Partnership Representative. (a) Sxxxxx X. Xxxxxx The General Partner is hereby designated as the “partnership representative” (the “Partnership Representative”) . In addition, the General Partner is hereby authorized to designate or remove any other Person selected by General Partner as the Partnership Representative; provided in Code Section 6223(a) (or under any applicable state or local law providing for an analogous capacity). Notwithstanding anything herein to the contrary, any expenses incurred that all actions taken by the Partnership Representative in carrying out its responsibilities and duties in such capacity under pursuant to this Agreement Section 9.3 shall be an expense subject to the overall oversight and authority of the Partnership for Board. For each Fiscal Year in which the Partnership Representative is an entity, the Partnership shall be reimbursed by the Partnership. The General Partners shall have the power to designate a successor Partnership Representative and, if a successor Partnership Representative is not an individual, to appoint an individual (the “Designated Individual”) meeting the requirements of Treasury Regulation Section 301.6223-1(c)(3) as the sole person authorized to represent designated individual” identified by the Partnership Representative and approved by the Board to act on its behalf in audits accordance with the applicable Regulations or analogous provisions of state or local Law. Each Partner hereby expressly consents to such designations and agrees to take, and that the General Partner is authorized to take (or cause the Partnership to take), such other proceedings governed by Code Sections 6221 through 6241 (together with any regulatory actions as may be necessary or advisable pursuant to Regulations or other administrative Internal Revenue Service or Treasury guidance promulgated thereunder, and any successor provisions, the “Partnership Tax Audit Rules”), as permitted by the Partnership Audit Rulesor state or local Law to cause such designations or evidence such Partner’s consent to such designations. (b) The Subject to this Section 9.3, the Partnership Representative is authorized and required shall have the sole authority to represent act on behalf of the Partnership in connection with with, make all examinations of relevant decisions regarding application of, and to exercise the affairs of rights and powers provided for in the Partnership by any federal, state, local, or foreign taxing authorityBBA Rules, including making any resulting administrative and judicial proceedingselections under the BBA Rules or any decisions to settle, compromise, challenge, litigate or otherwise alter the defense of any Action, audit or examination before the IRS or any other tax authority (each, an “Audit”), and to expend Partnership funds of the Partnership for professional services and costs associated other expenses reasonably incurred in connection therewith. Each Partner agrees that any action taken by . (c) Without limiting the foregoing, the Partnership Representative in connection with audits shall give prompt written notice to the Original Limited Partner Representative of the commencement of any Audit of the Partnership or any of its Subsidiaries (including actions by a Designated Individual in an audit governed by the Partnership Tax Audit Rules) shall be binding upon such Partner and that such Partner shall not independently act with respect to tax audits or tax litigation affecting the Partnership“Specified Audit”). The Partnership Representative shall have (i) keep the Original Limited Partner Representative reasonably informed of the material developments and status of any such Specified Audit, (ii) permit the Original Limited Partner Representative (or its designee) to participate (including using separate counsel), in each case at the Original Limited Partners’ sole discretion cost and expense, in any such Specified Audit, and (iii) promptly notify the Original Limited Partner Representative of receipt of a notice of a final partnership adjustment (or equivalent under applicable Laws) or a final decision of a court or IRS Appeals panel (or equivalent body under applicable Laws) with respect to determine whether such Specified Audit. The Partnership Representative or the Partnership shall promptly provide the Original Limited Partner Representative with copies of all material correspondence between the Partnership Representative or the Partnership (either as applicable) and any Governmental Entity in connection with such Specified Audit and shall give the Original Limited Partner Representative a reasonable opportunity to review and comment on its own behalf any material correspondence, submission (including settlement or on behalf of the Partnerscompromise offers) will contest or continue to contest filing in connection with any tax deficiencies assessed or proposed to be assessed by any Taxing Authoritysuch Specified Audit. Each Partner agrees to cooperate with Additionally, the Partnership Representative shall not (and to do or refrain from doing any or all things reasonably requested by the Partnership shall not (and shall not authorize the Partnership Representative with respect to)) settle, compromise or abandon any Specified Audit in a manner that would reasonably be expected to have a disproportionate (compared to the conduct of examinations by Taxing Authorities Special Limited Partner) and any resulting proceedings; provided, that a material adverse effect on the Original Limited Partners without the Original Limited Partner Representative’s prior written consent (which consent shall not be required to file an amended federal income tax returnunreasonably withheld, as described in Code Section 6225(c)(2)(Adelayed or conditioned). (c) Except as otherwise set forth herein, in . The Partnership Representative shall obtain the event of an audit prior written consent of the Partnership that is subject to Original Limited Partner Representative (which consent shall not be unreasonably withheld, delayed or conditioned) before (i) making an election under Section 6226(a) of the Partnership Tax Audit Rules Code (or any analogous provision of state or local law, the Partnership Representative and, as applicable, the Designated Individual, shall have the right to make any and all elections and to take any actions that are available to be made or taken by the Partnership Representative, the Designated Individual, or the Partnership under the Partnership Tax Audit Rules. To the extent that the Partnership Representative and, as applicable, Designated Individual do not make an election under Code Section 6221(b), the Partnership Representative and, as applicable, the Designated Individual shall use commercially reasonable efforts to reduce to the extent possible the amount of tax owed by the Partnership pursuant to an audit under the Partnership Tax Audit Rules (or analogous state or local partnership audit procedures) by either (i) making any modifications available under Code Section 6225(c)(3), (4), and (5Law) (or analogous provisions of state or local lawa “Push-Out Election”) or (ii) making taking any material action under the BBA Rules that would reasonably be expected to have a timely election under Code Section 6226 disproportionate (or an analogous provision of state or local law). If an election under Code Section 6226(acompared to the Special Limited Partner) is madeand material adverse effect on the Original Limited Partners, the Partnership shall furnish to each Partner for the year under audit a statement of the Partner’s share of any adjustment set forth in the notice case of final partnership adjustment, clauses (i) and each Partner shall take such adjustment into account as required under Code Section 6226(b(ii). (d) Each Partner agrees that such Partner shall not treat Notwithstanding anything to the contrary contained in this Agreement, in the event of any Partnership item inconsistently on such Partner’s federal, state, foreign, or other income tax return with the treatment conflict between Section 9.1 of the item on Business Combination Agreement and this Agreement, Section 9.1 of the Business Combination Agreement shall control. The Partnership’s return. Any deficiency for taxes imposed on any Partner (including penalties, additions the Partnership Representative, the General Partner, and the Partners hereby acknowledge and agree to tax, or interest imposed with respect to such taxes the foregoing sentence and any tax deficiency imposed pursuant to Code Section 6226) will be paid by such Partner and if required expressly agree to be paid (and actually paid) bound by the Partnership, will be recoverable from such Partner by terms of Section 9.1 of the PartnershipBusiness Combination Agreement. (e) The Partnership shall defend, indemnify, and hold harmless the Partnership Representative and any Designated Individual against any and all liabilities sustained as a result of any act or decision concerning Partnership tax matters and within the scope of such person’s responsibilities as the Partnership Representative and Designated Individual, as applicable, so long as such act or decision was done or made in good faith and did not constitute gross negligence or willful misconduct. (f) Notwithstanding anything herein to the contrary, any expenses incurred by the Partnership Representative or a Designated Individual in carrying out their responsibilities and duties in such capacity under this Agreement This Section 9.3 shall be an expense of interpreted to apply to Partners and former Partners and shall survive the Partnership for which the Tax Matters Representative or the Designated Individual shall be reimbursed by the Partnership. (g) The provisions of this Section 12.3 and the obligations Transfer of a Partner or former Partner pursuant to Section 12.3 shall survive Partner’s Partnership Units and the termination, dissolution, liquidation, liquidation and winding up of the Partnership and and, for this purpose to the withdrawal of such Partner from extent not prohibited by applicable Law, the Partnership or the Transfer of such Partner’s Partnership interestsshall be treated as continuing in existence.

Partnership Representative. (a) Sxxxxx X. Xxxxxx is designated as The General Partner shall be the “partnership representative” of the Partnership under Code Section 6223 for federal income tax purposes (the “Partnership Representative”) as provided in Code Section 6223(a) (or under any applicable state or local law providing for an analogous capacity). Notwithstanding anything herein to the contrary, any The Partnership Representative shall receive no compensation for its services. All third-party costs and expenses incurred by the Partnership Representative in carrying out performing its responsibilities duties as such (including legal and duties in such capacity under this Agreement accounting fees and expenses) shall be an expense of borne by the Partnership for which in addition to any reimbursement pursuant to Section 7.4 hereof. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the Partnership Representative shall be reimbursed by the Partnershipin discharging its duties hereunder. The General Partners Partner shall have the power to designate a successor Partnership Representative and, if a successor Partnership Representative is not an individual, to appoint an individual (the “Designated Individual”) meeting through whom the requirements of Treasury Regulation Partnership Representative will act in accordance with Regulations Section 301.6223-1(c)(3) as the sole person 1 and any other applicable IRS guidance. The Designated Individual is authorized to represent take any action the Partnership Representative in audits and other proceedings governed by Code Sections 6221 through 6241 (together is authorized to take under this Agreement. The Limited Partners shall promptly provide the Partnership Representative with any regulatory or other administrative guidance promulgated thereunder, and any successor provisions, such information as is readily available to the “Partnership Tax Audit Rules”), Limited Partners as permitted may be reasonably requested by the Partnership Audit RulesRepresentative from time to time in connection with any tax audit or judicial review proceeding. (b) The Partnership Representative is authorized and authorized, but not required: (i) to enter into any settlement with the IRS with respect to any administrative or judicial proceedings for the adjustment of Partnership items required to represent be taken into account by a Partner for income tax purposes (such administrative proceedings being referred to as a “tax audit” and such judicial proceedings being referred to as “judicial review”), and in the settlement agreement the Partnership Representative may expressly state that such agreement shall bind all Partners; (ii) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner for tax purposes (a “Final Adjustment”) is mailed to the Partnership Representative, to seek judicial review of such Final Adjustment, including the filing of a petition for readjustment with the United States 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 Partnership’s principal place of business is located; (iii) to intervene in any action brought by any other Partner 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 or complaint) 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 that is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; (vi) to make an election under Code Section 6226; and (vii) to take any other action on behalf of the Partners or any of them in connection with all examinations any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of the affairs of the Partnership by any federal, state, local, or foreign taxing authority, including any resulting administrative and judicial proceedings, and to expend funds of the Partnership for professional services and costs associated therewith. Each Partner agrees that any action taken and the incurring of any expense by the Partnership Representative in connection with audits any such proceeding, except to the extent required by law, is a matter in the sole and absolute discretion of the Partnership (including actions by a Designated Individual in an audit governed by the Partnership Tax Audit Rules) shall be binding upon such Partner and that such Partner shall not independently act with respect to tax audits or tax litigation affecting the Partnership. The Partnership Representative shall have sole discretion to determine whether the Partnership (either on its own behalf or on behalf of the Partners) will contest or continue to contest any tax deficiencies assessed or proposed to be assessed by any Taxing Authority. Each Partner agrees to cooperate with the Partnership Representative and the provisions relating to do or refrain from doing any or all things reasonably requested by the Partnership Representative with respect to the conduct of examinations by Taxing Authorities and any resulting proceedings; provided, that a Partner shall not be required to file an amended federal income tax return, as described in Code Section 6225(c)(2)(A). (c) Except as otherwise set forth herein, in the event of an audit indemnification of the Partnership that is subject to the Partnership Tax Audit Rules or any analogous provision of state or local law, the Partnership Representative and, as applicable, the Designated Individual, shall have the right to make any and all elections and to take any actions that are available to be made or taken by the Partnership Representative, the Designated Individual, or the Partnership under the Partnership Tax Audit Rules. To the extent that the Partnership Representative and, as applicable, Designated Individual do not make an election under Code Section 6221(b), the Partnership Representative and, as applicable, the Designated Individual shall use commercially reasonable efforts to reduce to the extent possible the amount of tax owed by the Partnership pursuant to an audit under the Partnership Tax Audit Rules (or analogous state or local partnership audit procedures) by either (i) making any modifications available under Code Section 6225(c)(3), (4), and (5) (or analogous provisions of state or local law) or (ii) making a timely election under Code Section 6226 (or an analogous provision of state or local law). If an election under Code Section 6226(a) is made, the Partnership shall furnish to each General Partner for the year under audit a statement of the Partner’s share of any adjustment set forth in the notice of final partnership adjustment, and each Partner Section 7.7 hereof shall take such adjustment into account as required under Code Section 6226(b). (d) Each Partner agrees that such Partner shall not treat any Partnership item inconsistently on such Partner’s federal, state, foreign, or other income tax return with the treatment of the item on the Partnership’s return. Any deficiency for taxes imposed on any Partner (including penalties, additions be fully applicable to tax, or interest imposed with respect to such taxes and any tax deficiency imposed pursuant to Code Section 6226) will be paid by such Partner and if required to be paid (and actually paid) by the Partnership, will be recoverable from such Partner by the Partnership. (e) The Partnership shall defend, indemnify, and hold harmless the Partnership Representative and any Designated Individual against any and all liabilities sustained as a result of any act or decision concerning Partnership tax matters and within the scope of such person’s responsibilities as the Partnership Representative and Designated Individual, as applicable, so long as such act or decision was done or made in good faith and did not constitute gross negligence or willful misconduct. (f) Notwithstanding anything herein to the contrary, any expenses incurred by the Partnership Representative or a Designated Individual in carrying out their responsibilities and duties in such capacity under this Agreement shall be an expense of the Partnership for which the Tax Matters Representative or the Designated Individual shall be reimbursed by the Partnershipcapacities as such. (g) The provisions of this Section 12.3 and the obligations of a Partner or former Partner pursuant to Section 12.3 shall survive the termination, dissolution, liquidation, and winding up of the Partnership and the withdrawal of such Partner from the Partnership or the Transfer of such Partner’s Partnership interests.

Partnership Representative. (ai) Sxxxxx X. Xxxxxx is The General Partner shall be designated as the “partnership representative” representative of the Partnership (the “Partnership Representative”) as provided within the meaning of Section 6223 of the Code in Code accordance with Regulations Section 6223(a) (or under 301.6223-1 and any other applicable state or local law providing for an analogous capacity). Notwithstanding anything herein to the contrary, any expenses incurred guidance by the Partnership Representative in carrying out its responsibilities and duties in such capacity under this Agreement shall be an expense of the Partnership for which the Partnership Representative shall be reimbursed by the PartnershipService. The General Partners Partner shall have the power to designate a successor Partnership Representative and, if a successor Partnership Representative is not an individual, to also appoint an individual (the “Designated Individual”) meeting through whom the requirements of Treasury Regulation Partnership Representative acts in accordance with Regulations Section 301.6223-1(c)(3) as 1 and any other applicable guidance by the sole person Service. The General Partner is authorized to represent revoke and replace from time to time the Partnership Representative or the Designated Individual in audits and other proceedings governed by Code Sections 6221 through 6241 (together accordance with any regulatory or other administrative guidance promulgated thereunder, Regulations Section 301.6223-1 and any successor provisions, the “Partnership Tax Audit Rules”), as permitted other applicable guidance by the Partnership Audit Rules. (b) Service. The General Partner shall make all designations and appointments under similar or analogous state, local or non-U.S. laws. The Partnership Representative is shall have the right and obligation to take all actions authorized and required to represent required, respectively, by the Code and Regulations for the Partnership in connection with all examinations Representative. The taking of the affairs of the Partnership by any federal, state, local, or foreign taxing authority, including any resulting administrative and judicial proceedings, and to expend funds of the Partnership for professional services and costs associated therewith. Each Partner agrees that any action taken and the incurring of any expense by the Partnership Representative in connection with audits any applicable proceeding, except to the extent required by law, is a matter in the sole and absolute discretion of the Partnership (including actions by a Designated Individual Representative, and the provisions relating to indemnification of the Indemnitees set forth in an audit governed by the Partnership Tax Audit Rules) Section 6.3 hereof shall be binding upon such Partner and that such Partner shall not independently act with respect fully applicable to tax audits or tax litigation affecting the Partnership. The Partnership Representative shall have sole discretion to determine whether the Partnership (either on its own behalf or on behalf of the Partners) will contest or continue to contest any tax deficiencies assessed or proposed to be assessed by any Taxing Authority. Each Partner agrees to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably requested by the Partnership Representative with respect to the conduct of examinations by Taxing Authorities and any resulting proceedings; provided, that a Partner shall not be required to file an amended federal income tax return, as described in Code Section 6225(c)(2)(A). (c) Except as otherwise set forth herein, in the event of an audit of the Partnership that is subject to the Partnership Tax Audit Rules or any analogous provision of state or local law, the Partnership Representative and, as applicable, the Designated Individual, shall have the right to make any and all elections and to take any actions that are available to be made or taken by the Partnership Representativeif any, the Designated Individual, or the Partnership under the Partnership Tax Audit Rules. To the extent that the Partnership Representative and, acting as applicable, Designated Individual do not make an election under Code Section 6221(b), the Partnership Representative and, as applicable, the Designated Individual shall use commercially reasonable efforts to reduce to the extent possible the amount of tax owed by the Partnership pursuant to an audit under the Partnership Tax Audit Rules (or analogous state or local partnership audit procedures) by either (i) making any modifications available under Code Section 6225(c)(3), (4), and (5) (or analogous provisions of state or local law) or (ii) making a timely election under Code Section 6226 (or an analogous provision of state or local law). If an election under Code Section 6226(a) is made, the Partnership shall furnish to each Partner for the year under audit a statement of the Partner’s share of any adjustment set forth in the notice of final partnership adjustment, and each Partner shall take such adjustment into account as required under Code Section 6226(b)such. (dii) Each Partner agrees that such Partner shall not treat any Partnership Partnership-related item inconsistently on such Partner’s federal, state, foreign, local or other income non-U.S. tax return with the treatment of the item on the Partnership’s return. Any deficiency for taxes imposed on any Partner with respect to such Partner’s interest in the Partnership (including penalties, additions to tax, tax or interest imposed with respect to such taxes and any tax deficiency imposed pursuant to Code Section 62266226 of the Code) will be paid by such Partner and Partner. Without duplication of Section 5.2(c) hereof, if the Partnership is required to be paid pay (and actually paidpays) an imputed underpayment (including penalties, additions to tax or interest imposed with respect to such taxes, pursuant to Section 6225 of the Code) with respect to a reviewed year, or bears the economic burden of imputed underpayments made by the Partnershipentities in which it is a partner, such amounts paid will be recoverable from such Partner by the Partnership. (e) The Partnership shall defend, indemnify, and hold harmless reviewed-year Partners. To the extent that the Partnership Representative and any Designated Individual against any and all liabilities sustained as a result of any act or decision concerning Partnership tax matters and within the scope of such person’s responsibilities as the Partnership Representative and Designated IndividualRepresentative, as applicable, so long does not make an election under Sections 6221(b) (if available) or 6226 of the Code, the Partnership shall use commercially reasonable efforts to (i) make any modifications available under Section 6225(c) of the Code, and (ii) if requested by a Partner, provide to such Partner information allowing such Partner to file an amended federal income tax return, as described in Section 6225(c)(2) of the Code, to the extent such act amended return and payment of any related federal income taxes would reduce any taxes payable by Partnership. Each Limited Partner shall, including any time after such Limited Partner withdraws from or decision was done otherwise ceases to be a Limited Partner, take all actions requested by the General Partner, including timely provision of requested information and consents in connection with implementing any elections or decisions made by the Partnership or the Partnership Representative (or Person acting in good faith a similar capacity under similar or analogous state, local or non-U.S. laws) related to any tax audit or examination of the Partnership (including to implement any modifications to any imputed underpayment or similar amount under Section 6225(c) of the Code, any elections under Sections 6221 or 6226 of the Code and did not constitute gross negligence or willful misconductany administrative adjustment request under Section 6227 of the Code). (fiii) Notwithstanding anything herein to the contrarycontrary in this Agreement, any expenses incurred information, representations, certificates, forms, or documentation provided pursuant to this Section 10.5(a) may be disclosed to any applicable taxing authority. Each Partner agrees to be bound by the Partnership Representative or a Designated Individual in carrying out their responsibilities and duties in such capacity under this Agreement shall be an expense of the Partnership for which the Tax Matters Representative or the Designated Individual shall be reimbursed by the Partnership. (g) The provisions of this Section 12.3 10.5(a) at all times, including any time after such Partner ceases to be a Partner solely with respect to matters directly related to such Partner’s interest in the Partnership, and the obligations provisions of a Partner or former Partner pursuant to Section 12.3 10.5(a) shall survive the terminationwinding up, dissolution, liquidation, liquidation and winding up dissolution of the Partnership and the withdrawal of such Partner from the Partnership or the Transfer of such Partner’s Partnership interestsPartnership.

Partnership Representative. (a) Sxxxxx X. Xxxxxx A. The General Partner is hereby designated to serve as the “partnership representative” with respect to the Partnership, as provided in Section 6223(a) of the Partnership Audit Rules (the “Partnership Representative”) as provided in Code Section 6223(a) (or under any applicable state or local law providing for an analogous capacity). Notwithstanding anything herein to For each taxable year in which the contraryPartnership Representative is an entity, any expenses incurred the Partnership shall appoint the “designated individual” identified by the Partnership Representative in carrying out its responsibilities and duties in such capacity under this Agreement shall be an expense to act on behalf of the Partnership for which Representative in accordance with the Partnership Representative shall be reimbursed by the Partnership. The General Partners shall have the power to designate a successor Partnership Representative and, if a successor Partnership Representative is not an individual, to appoint an individual applicable Treasury Regulations (the “Designated Individual”) meeting ). Each Partner expressly consents to such designations and agrees that it will execute, acknowledge, deliver, file and record at the requirements of Treasury Regulation Section 301.6223-1(c)(3) appropriate public offices such documents as may be necessary or appropriate to evidence such consent. B. The Partnership Representative shall have the sole person authorized authority to represent act on behalf of the Partnership in connection with and make all relevant decisions regarding application of the Partnership Audit Rules, including, but not limited to, any elections under the Partnership Audit Rules or any decisions to settle, compromise, challenge, litigate or otherwise alter the defense of any proceeding before the IRS. C. The Partners agree to cooperate in good faith to timely provide information requested by the Partnership Representative in audits and other proceedings governed by Code Sections 6221 through 6241 (together as needed to comply with any regulatory or other administrative guidance promulgated thereunder, and any successor provisions, the “Partnership Tax Audit Rules”), including, without limitation, to make any elections available to the Partnership under the Partnership Audit Rules. Each Partner agrees that, upon request of the Partnership, such Partner shall take such actions as permitted may be necessary or desirable (as determined by the Partnership Representative) to (i) allow the Partnership to comply with the provisions of Section 6226 of the Partnership Audit Rules so that any “partnership adjustments” (as defined in Section 6241(2) of the Partnership Audit Rules) are taken into account by the Partners and former Partners rather than the Partnership; (ii) use the provisions of Section 6225(c) of the Partnership Audit Rules including, but not limited to, filing amended tax returns with respect to any “reviewed year” (within the meaning of Section 6225(d)(1) of the Partnership Audit Rules) or using the alternative procedure to filing amended returns to reduce the amount of any partnership adjustment otherwise required to be taken into account by the Partnership or (iii) otherwise allow the Partnership and its Partners to address and respond to any matters arising under the Partnership Audit Rules. (b) The D. Notwithstanding other provisions of this Agreement to the contrary, if any partnership adjustment is determined with respect to the Partnership, the Partnership Representative is authorized and required to represent may cause the Partnership in connection with all examinations of the affairs to elect pursuant to Section 6226 of the Partnership by Audit Rules to have such adjustment passed through to the Partners for the year to which the adjustment relates (i.e., the “reviewed year” within the meaning of Section 6225(d)(1) of the Partnership Audit Rules). In the event that the Partnership Representative has not caused the Partnership to so elect pursuant to Section 6226 of the Partnership Audit Rules, then any federal, state, local, “imputed underpayment” (as determined in accordance with Section 6225 of the Partnership Audit Rules) or foreign taxing authority, including any resulting administrative and judicial proceedings, and partnership adjustment that does not give rise to expend funds an “imputed underpayment” shall be apportioned among the Partners of the Partnership for professional services and costs associated therewith. Each Partner agrees that any action taken the taxable year in which the adjustment is finalized in such manner as shall permit (as determined by the Partnership Representative in connection with audits good faith), to the maximum extent possible, the tax and economic consequences of the imputed underpayment or other partnership adjustment and any associated interest and penalties (any such amount, an “Imputed Underpayment Amount”) to be borne by the Partners based upon their interests in the Partnership for the reviewed year. Imputed Underpayment Amounts also shall include any imputed underpayment within the meaning of Section 6225 of the Partnership Audit Rules paid (including actions by a Designated Individual in an audit governed by the Partnership Tax Audit Rulesor payable) shall be binding upon such Partner and that such Partner shall not independently act with respect to tax audits or tax litigation affecting the Partnership. The Partnership Representative shall have sole discretion to determine whether the Partnership (either on its own behalf or on behalf of the Partners) will contest or continue to contest any tax deficiencies assessed or proposed to be assessed by any Taxing Authority. Each Partner agrees to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably requested by the Partnership Representative with respect to the conduct of examinations by Taxing Authorities and any resulting proceedings; provided, that entity treated as a Partner shall not be required to file an amended partnership for U.S. federal income tax return, as described purposes in Code Section 6225(c)(2)(A). (c) Except as otherwise set forth herein, in the event of an audit of which the Partnership that is subject holds (or has held) a direct or indirect interest other than through entities treated as corporations for U.S. federal income tax purposes to the Partnership Tax Audit Rules or any analogous provision of state or local law, the Partnership Representative and, as applicable, the Designated Individual, shall have the right to make any and all elections and to take any actions that are available to be made or taken by the Partnership Representative, the Designated Individual, or the Partnership under the Partnership Tax Audit Rules. To the extent that the Partnership Representative andbears the economic burden of such amounts, as applicable, Designated Individual do not make an election under Code Section 6221(b), whether by law or contract. E. Each Partner agrees to indemnify and hold harmless the Partnership Representative and, as applicable, the Designated Individual shall use commercially reasonable efforts from and against any liability with respect to reduce to the extent possible the amount of tax owed by the Partnership pursuant to an audit under the Partnership Tax Audit Rules (or analogous state or local partnership audit procedures) by either (i) making any modifications available under Code Section 6225(c)(3), (4), and (5) (or analogous provisions of state or local law) or (ii) making a timely election under Code Section 6226 (or an analogous provision of state or local law). If an election under Code Section 6226(a) is made, the Partnership shall furnish to each Partner for the year under audit a statement of the such Partner’s share of any adjustment tax deficiency paid or payable by the Partnership that is allocable to the Partner as determined in accordance with the second to last sentence of paragraph (D) above with respect to an audited or reviewed taxable year for which such Partner was a partner in the Partnership. The obligations set forth in this paragraph (E) shall survive the notice termination of final partnership adjustmentany Partner’s interest in the Partnership, the termination of this Agreement and/or the termination, dissolution, liquidation or winding up of the Partnership, and shall remain binding on each Partner for the period of time necessary to resolve with the IRS (or any other applicable taxing authority) all income tax matters relating to the Partnership and for Partners to satisfy their indemnification obligations, if any, pursuant to this Section 10.4. Any obligation of a Partner pursuant to this paragraph (E) shall take such adjustment into account as required under Code Section 6226(b). (d) Each Partner agrees that be implemented through withholding distributions otherwise payable to such Partner shall not treat any as determined in accordance with Article 5; provided however, that, at the written request of the Partnership item inconsistently on Representative, each Partner or former Partner may be required to contribute to the Partnership such Partner’s federal, state, foreign, or other income tax return with the treatment of the item on the Partnership’s return. Any deficiency for taxes Imputed Underpayment Amount imposed on any Partner (including penalties, additions to tax, or interest imposed with respect to such taxes and any tax deficiency imposed pursuant to Code Section 6226) will be paid by such Partner and if required to be paid (and actually paid) by the Partnership; provided further, will be recoverable from that if a Partner or former Partner individually directly pays, pursuant to the Partnership Audit Rules, any such Imputed Underpayment Amount, then such payment shall reduce any such withholding of distributions or required capital contribution of such Partner by the Partnershipor former Partner. Any amount withheld from distributions pursuant to this paragraph (E) shall be treated as an amount distributed to such Partner or former Partner for all purposes under this Agreement. (e) The Partnership shall defend, indemnify, and hold harmless the Partnership Representative and any Designated Individual against any and all liabilities sustained as a result of any act or decision concerning Partnership tax matters and within the scope of such person’s responsibilities as the Partnership Representative and Designated Individual, as applicable, so long as such act or decision was done or made in good faith and did not constitute gross negligence or willful misconduct. (f) Notwithstanding anything herein to the contrary, any F. All expenses incurred by the Partnership Representative or a Designated Individual in carrying out their responsibilities and connection with its duties in such capacity under this Agreement as partnership representative or designated individual, as applicable, shall be an expense expenses of the Partnership (including, for which the Tax Matters avoidance of doubt, any costs and expenses incurred in connection with any claims asserted against the Partnership Representative or Designated Individual, as applicable, except to the extent the Partnership Representative or Designated Individual is determined to have performed its duties in the manner described in the final sentence of this paragraph F), and the Partnership shall reimburse the Partnership Representative or Designated Individual, as applicable, for all such costs and expenses. Nothing herein shall be construed to restrict the Partnership Representative or Designated Individual from engaging lawyers, accountants, tax advisers, or other professional advisers or experts to assist the Partnership Representative or Designated Individual in discharging its duties hereunder. Neither the Partnership Representative nor the Designated Individual shall be reimbursed by liable to the Partnership, any Partner or any Affiliate thereof for any costs or losses to any persons, any diminution in value or any liability whatsoever arising as a result of the performance of its duties pursuant to this Section 10.4; provided, however, that the Partnership Representative may be so liable if it or the Designated Individual has engaged in (i) willful breach of any provision of this Section 10.4 or (ii) fraud, gross negligence or willful misconduct, in each case with regard to its performance of its duties pursuant to this Section 10.4.” (j) Subsection 10.4 in Article 10 of the Agreement is hereby redesignated as Subsection 10.5 of Article 10 of the Agreement. (gk) Subsection 10.5 in Article 10 of the Agreement is hereby redesignated as Subsection 10.6 of Article 10 of the Agreement. (l) Subsection 10.6 in Article 10 of the Agreement is hereby redesignated as Subsection 10.7 of Article 10 of the Agreement. (m) The provisions of this Section 12.3 and Agreement is hereby amended by the obligations addition of a Partner or former Partner pursuant new exhibit, entitled “Exhibit C,” in the form attached hereto, which shall be attached to Section 12.3 shall survive the termination, dissolution, liquidation, and winding up made a part of the Partnership and the withdrawal of such Partner from the Partnership or the Transfer of such Partner’s Partnership interestsAgreement.

Partnership Representative. (a) Sxxxxx X. Xxxxxx is designated as The General Partner or its designee will be the “partnership representative” of the Partnership within the meaning of Section 6223 of the Code (the “Partnership Representative”) as provided in Code Section 6223(a) (or under any applicable state or local law providing for an analogous capacity). Notwithstanding anything herein With respect to the contrary, any expenses incurred by period in which any non-individual is the Partnership Representative in carrying out its responsibilities and duties in such capacity under this Agreement Representative, the General Partner shall be an expense of cause the Partnership for which the Partnership Representative shall be reimbursed by the Partnership. The General Partners shall have the power to designate a successor Partnership Representative and, if a successor Partnership Representative is not an individual, to appoint an individual eligible to be a “designated individual” under the Audit Rules (the “Designated Individual”) meeting the requirements of Treasury Regulation Section 301.6223-1(c)(3) as the sole person authorized to represent through whom the Partnership Representative in audits will act for all purposes of the Audit Rules. The General Partner is hereby authorized to take any actions necessary under the Audit Rules or other guidance to designate the Partnership Representative and other proceedings governed by Code Sections 6221 through 6241 appoint the Designated Individual with respect to each taxable year of the Partnership (together and the Partnership Representative and the Designated Individual are authorized to take any actions specified under the Audit Rules or any applicable state statute or local law), and the Partnership shall comply with any regulatory or other administrative guidance promulgated thereunder, requirements necessary to effect such designations and any successor provisions, the “Partnership Tax Audit Rules”), as permitted by the Partnership Audit Rulesappointments. (b) The Partnership Representative and the Designated Individual (collectively, the “Tax Representative”), along with the General Partner, shall use their commercially reasonable efforts to minimize the likelihood that any Partner would bear any material tax, interest, or penalties as a result of any audit or proceeding that is attributable to another Partner (other than a predecessor in interest). In furtherance thereof, the General Partner and Tax Representative are hereby authorized to take any action required to cause the financial burden of any “imputed underpayment” (as determined under Section 6225 of the Code) and required associated interest, adjustments to tax and penalties arising from a partnership-level adjustment that are imposed on the Partnership (an “Imputed Underpayment”) to be borne by the Partners to whom such Imputed Underpayment relates as determined by the Tax Representative after consulting with the Partnership’s accountants or other advisers, taking into account any differences in the amount of taxes attributable to each Partner because of such Partner’s status, nationality or other characteristics. By executing this Agreement or a counterpart hereof, each Partner (A) expressly authorizes the Tax Representative and the Partnership to take any and all action that is reasonably necessary under applicable federal income tax law (as such law may be revised from time to time) to cause the Partnership to make the election set forth in Section 6226(a) of the Code if the Tax Representative decides to make such election, and (B) expressly agrees to take any action, and furnish the Tax Representative with any information necessary, to give effect to such election. Each Partner hereby severally indemnifies and holds the Partnership, the General Partner and the Tax Representative harmless for such Partner’s respective portion of the financial burden of an Imputed Underpayment and in furtherance thereof, each Partner agrees (i) to pay such amount to the Partnership within fifteen (15) days following the General Partner’s request for payment (and any failure to pay such amount shall result in interest on such amount calculated at the prime rate plus two percent (2%)) and (ii) that any amounts otherwise distributable to such Partner may be applied in satisfaction of such obligations. Except with the express written consent of the General Partner, each Partner shall be jointly and severally liable with their predecessors in interest, if any, for amounts owed hereunder in respect of any predecessor in interest to such Partner. No Partner shall file a notice with the IRS under Section 6222( c)(1)(B) of the Code in connection with such Partner’s intention to treat an item on such Partner’s Federal income tax return in a manner that is inconsistent with the treatment of such item on the Partnership’s Federal income tax return unless such Partner has, not less than thirty (30) days prior to the filing of such notice, provided the Partnership with a copy of the notice and thereafter in a timely manner provides such other information related thereto as the Tax Representative shall reasonably request. (c) The Tax Representative shall employ experienced tax counsel to represent the Partnership in connection with all examinations of the affairs any audit or investigation of the Partnership by any federal, state, local, or foreign taxing authority, including any resulting the IRS and in connection with all subsequent administrative and judicial proceedingsproceedings arising out of such audit. The fees and expenses of such, and to expend funds of the Partnership for professional services and costs associated therewith. Each Partner agrees that any action taken all expenses incurred by the Partnership Tax Representative in connection with audits of the Partnership (including actions by a Designated Individual in an audit governed by the Partnership Tax Audit Rules) serving as such, shall be binding upon such Partner Partnership expenses pursuant to Section 5.2 and that such Partner shall not independently act with respect to tax audits or tax litigation affecting be paid by the Partnership. The Partnership Representative Notwithstanding the foregoing, it shall have sole discretion to determine whether be the Partnership (either on its own behalf or on behalf responsibility of the Partners) will contest or continue General Partner and of each Limited Partner, at their expense, to contest any employ tax deficiencies assessed or proposed counsel to be assessed by any Taxing Authority. Each Partner agrees to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably requested by the Partnership Representative with respect to the conduct of examinations by Taxing Authorities and any resulting proceedings; provided, that a Partner shall not be required to file an amended federal income tax return, as described in Code Section 6225(c)(2)(A). (c) Except as otherwise set forth herein, in the event of an audit of the Partnership that is subject to the Partnership Tax Audit Rules or any analogous provision of state or local law, the Partnership Representative and, as applicable, the Designated Individual, shall have the right to make any and all elections and to take any actions that are available to be made or taken by the Partnership Representative, the Designated Individual, or the Partnership under the Partnership Tax Audit Rules. To the extent that the Partnership Representative and, as applicable, Designated Individual do not make an election under Code Section 6221(b), the Partnership Representative and, as applicable, the Designated Individual shall use commercially reasonable efforts to reduce to the extent possible the amount of tax owed by the Partnership pursuant to an audit under the Partnership Tax Audit Rules (or analogous state or local partnership audit procedures) by either (i) making any modifications available under Code Section 6225(c)(3), (4), and (5) (or analogous provisions of state or local law) or (ii) making a timely election under Code Section 6226 (or an analogous provision of state or local law). If an election under Code Section 6226(a) is made, the Partnership shall furnish to each Partner for the year under audit a statement of the Partner’s share of any adjustment set forth in the notice of final partnership adjustment, and each Partner shall take such adjustment into account as required under Code Section 6226(b)represent their respective separate interests. (d) Each Partner agrees that such Partner shall If the Tax Representative incurs fees and expenses in connection with tax matters not treat any Partnership item inconsistently on such Partner’s federal, state, foreign, or other income tax return with the treatment affecting each of the item Partners, then the Tax Representative may, in its reasonable discretion, seek reimbursement from or charge such fees and expenses to the Capital Accounts of those Partners on the Partnership’s return. Any deficiency for taxes imposed on any Partner (including penalties, additions to tax, or interest imposed with respect to whose behalf such taxes fees and any tax deficiency imposed pursuant to Code Section 6226) will be paid by such Partner and if required to be paid (and actually paid) by the Partnership, will be recoverable from such Partner by the Partnershipexpenses were incurred. (e) The Partnership shall defend, indemnify, and hold harmless the Partnership Representative and any Designated Individual against any and all liabilities sustained as a result of any act References in this Section 10.15 to “Partner” or decision concerning Partnership tax matters and within the scope of such person’s responsibilities as the Partnership Representative and Designated Individual, as applicable, so long as such act or decision was done or made in good faith and did not constitute gross negligence or willful misconduct. (f) Notwithstanding anything herein to the contrary, any expenses incurred by the Partnership Representative or a Designated Individual in carrying out their responsibilities and duties in such capacity under this Agreement “Partners” shall be an expense of the Partnership for which the Tax Matters Representative or the Designated Individual shall be reimbursed by the Partnership. (g) The provisions of this Section 12.3 and the obligations of deemed to refer to a Partner or Partners, a former Partner pursuant or former Partners, and to an assignee or assignees. The provisions contained in this Section 12.3 10.15 shall survive the termination, dissolution, liquidation, and winding up termination of the Partnership and the withdrawal of such Partner from the Partnership or the Transfer of such any Partner’s Partnership interests.

Partnership Representative. (a) Sxxxxx X. Xxxxxx is designated The General Partner shall act as the “partnership representative” (the “Partnership Representative”) as provided in Code Section 6223(a) (or under any applicable state or local law providing for an analogous capacity). Notwithstanding anything herein to the contrary, any expenses incurred by the Partnership Representative in carrying out its responsibilities and duties in such capacity under this Agreement shall be an expense of the Partnership for which the Partnership Representative shall be reimbursed by the Partnership. The General Partners shall have Partner may remove itself and replace the power to designate a successor Partnership Representative andof the Partnership from time to time to the extent permitted by the Code. The General Partner shall be entitled to select any individual who meets the applicable requirements to act on behalf of the Partnership Representative, if a successor and the Partnership shall appoint such individual as the designated individual through whom the Partnership Representative is not an individualacts, to appoint an individual (the “Designated Individual”) meeting the requirements of as set forth in Treasury Regulation Section 301.6223-1(c)(31(b)(3)(ii). As Partnership Representative, the General Partner shall inform each other Partner of all significant matters that may come to its attention in its capacity as Partnership Representative by giving notice thereof within ten (10) days after becoming aware thereof and, within such time, shall forward to each other Partner copies of all significant written communications it may receive in such capacity. If the Partnership pays an imputed underpayment or any interest and penalties with respect to an imputed underpayment pursuant to Sections 6232 and 6233 of the, to the extent possible, the portion thereof attributable to a Partner shall be treated as having been distributed to such Partner. To the extent such portion of an imputed underpayment cannot be withheld from a current distribution, the Partner (or former Partner) shall be liable to the Partnership for the amount that cannot be offset. The Partnership (in the sole person authorized to represent the Partnership Representative in audits and other proceedings governed by Code Sections 6221 through 6241 (together with any regulatory or other administrative guidance promulgated thereunder, and any successor provisions, the “Partnership Tax Audit Rules”), as permitted by the Partnership Audit Rules. (b) The Partnership Representative is authorized and required to represent the Partnership in connection with all examinations of the affairs discretion of the Partnership by any federal, state, local, or foreign taxing authority, including any resulting administrative and judicial proceedings, and to expend funds Representative) may elect the alternative set forth in Section 6226 of the Partnership for professional services and costs associated therewith. Each Partner agrees that any action taken Code (as amended by the Partnership Representative Bipartisan Budget Act of 2015) instead of paying an imputed underpayment. Except for action specifically required of it in connection with audits of the Partnership (including actions by a Designated Individual in an audit governed by the Partnership Tax Audit Rules) shall be binding upon such Partner and that such Partner shall not independently act with respect to tax audits or tax litigation affecting the Partnership. The Partnership Representative shall have sole discretion to determine whether the Partnership (either on its own behalf or on behalf of the Partners) will contest or continue to contest any tax deficiencies assessed or proposed to be assessed by any Taxing Authority. Each Partner agrees to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably requested by the Partnership Representative with respect to the conduct of examinations by Taxing Authorities and any resulting proceedings; provided, that a Partner shall not be required to file an amended federal income tax return, as described in Code this Section 6225(c)(2)(A). (c) Except as otherwise set forth herein, in the event of an audit of the Partnership that is subject to the Partnership Tax Audit Rules or any analogous provision of state or local law5.11, the Partnership Representative andshall not be liable to the Partnership or any Partner for any action it takes or fails to take with respect to any administrative or judicial proceeding involving “partnership items” (as defined in Section 6231 of the Code) of the Partnership, as applicablefor any Partnership level taxes, the Designated Individual, shall have the right or for any election or failure to make any and all elections and to take any actions that are available to be made or taken by the Partnership Representative, the Designated Individual, or the Partnership under the Partnership Tax Audit Rules. To the extent that the Partnership Representative and, as applicable, Designated Individual do not make an election under Code Section 6221(b), the Partnership Representative and, as applicable, the Designated Individual shall use commercially reasonable efforts to reduce to the extent possible the amount of tax owed by the Partnership pursuant to an audit under the Partnership Tax Audit Rules (or analogous state or local partnership audit procedures) by either (i) making any modifications available under Code Section 6225(c)(3), (4), and (5) (or analogous provisions of state or local law) or (ii) making a timely election under Code Section 6226 (or an analogous provision of state or local law). If an election under Code Section 6226(a) is made, the Partnership shall furnish to each Partner for the year under audit a statement of the Partner’s share of any adjustment set forth in the notice of final partnership adjustment, and each Partner shall take such adjustment into account as required under Code Section 6226(b). (d) Each Partner agrees that such Partner shall not treat any Partnership item inconsistently on such Partner’s federal, state, foreignelection, or other income tax return with the treatment of the item on the Partnership’s return. Any deficiency for taxes imposed on any Partner (including penaltiesactions or omissions, additions other than attributable to tax, or interest imposed with respect to such taxes and any tax deficiency imposed pursuant to Code Section 6226) will be paid by such Partner and if required to be paid (and actually paid) by the Partnership, will be recoverable from such Partner by the Partnership. (e) The Partnership shall defend, indemnify, and hold harmless the Partnership Representative and any Designated Individual against any and all liabilities sustained as a result of any act or decision concerning Partnership tax matters and within the scope of such person’s responsibilities as the Partnership Representative and Designated Individual, as applicable, so long as such act or decision was done or made in good faith and did not constitute its gross negligence or willful misconduct. (f) Notwithstanding anything herein . Each Partner hereby agrees to severally, and not jointly, indemnify and hold harmless the contraryPartnership, the Partnership Representative, and the other Partners from and against any expenses liability with respect to taxes, interest, and penalties, if any, that may be incurred by the Partnership Representative by reason of an adjustment to an amount of income, gain, loss, deduction, or a Designated Individual in carrying out their responsibilities and duties in credit allocable to such capacity Partner (including, but not limited to, any amount payable by the Company pursuant to an adjustment under this Agreement Code Section 6225). A Partner’s liability hereunder shall be an expense limited to the amount of the Partnership’s tax, interest, and penalties which are reasonably attributable, in the good faith judgment of the Partnership for Representative, to such Partner, taking into account the nature of the adjustments and the Partner’s Interest in the year to which the Tax Matters Representative or adjustments relate (not the Designated Individual shall be reimbursed by the Partnership. (g) year adjustments are made). The provisions of this Section 12.3 and the obligations of a Partner or former Partner pursuant to Section 12.3 5.11 shall survive the withdrawal of such Partner from the Partnership or sale, assignment, or transfer of such Partner’s Interest and the termination, dissolution, liquidation, and winding up of the Partnership. The Partnership may pursue and the withdrawal of such enforce all rights and remedies it may have against each Partner from the Partnership or the Transfer of such Partner’s Partnership interestsunder this Section 5.11, including bringing a lawsuit to collect repayment.

Partnership Representative. (ai) Sxxxxx X. Xxxxxx is The Sponsor General Partner shall be designated as the “partnership representative” representative of the Partnership (the “Partnership Representative”) as provided within the meaning of Section 6223 of the Code in Code accordance with Regulations Section 6223(a) (or under 301.6223-1 and any other applicable state or local law providing for an analogous capacity). Notwithstanding anything herein to the contrary, any expenses incurred guidance by the Partnership Representative in carrying out its responsibilities and duties in such capacity under this Agreement shall be an expense of the Partnership for which the Partnership Representative shall be reimbursed by the PartnershipService. The Sponsor General Partners Partner shall have the power to designate a successor Partnership Representative and, if a successor Partnership Representative is not an individual, to also appoint an individual (the “Designated Individual”) meeting through whom the requirements of Treasury Regulation Partnership Representative acts in accordance with Regulations Section 301.6223-1(c)(3) as 1 and any other applicable guidance by the sole person Service. The Sponsor General Partner is authorized to represent revoke and replace from time to time the Partnership Representative or the Designated Individual in audits and other proceedings governed by Code Sections 6221 through 6241 (together accordance with any regulatory or other administrative guidance promulgated thereunder, Regulations Section 301.6223-1 and any successor provisions, the “Partnership Tax Audit Rules”), as permitted other applicable guidance by the Partnership Audit Rules. (b) Service. The Sponsor General Partner shall make all designations and appointments under similar or analogous state, local or non-U.S. laws. The Partnership Representative is shall have the right and obligation to take all actions authorized and required to represent required, respectively, by the Code and Regulations for the Partnership in connection with all examinations Representative. The taking of the affairs of the Partnership by any federal, state, local, or foreign taxing authority, including any resulting administrative and judicial proceedings, and to expend funds of the Partnership for professional services and costs associated therewith. Each Partner agrees that any action taken and the incurring of any expense by the Partnership Representative in connection with audits any applicable proceeding, except to the extent required by law, is a matter in the sole and absolute discretion of the Partnership (including actions by a Designated Individual Representative, and the provisions relating to indemnification of the Indemnitees set forth in an audit governed by the Partnership Tax Audit Rules) Section 6.3 hereof shall be binding upon such Partner and that such Partner shall not independently act with respect fully applicable to tax audits or tax litigation affecting the Partnership. The Partnership Representative shall have sole discretion to determine whether the Partnership (either on its own behalf or on behalf of the Partners) will contest or continue to contest any tax deficiencies assessed or proposed to be assessed by any Taxing Authority. Each Partner agrees to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably requested by the Partnership Representative with respect to the conduct of examinations by Taxing Authorities and any resulting proceedings; provided, that a Partner shall not be required to file an amended federal income tax return, as described in Code Section 6225(c)(2)(A). (c) Except as otherwise set forth herein, in the event of an audit of the Partnership that is subject to the Partnership Tax Audit Rules or any analogous provision of state or local law, the Partnership Representative and, as applicable, the Designated Individual, shall have the right to make any and all elections and to take any actions that are available to be made or taken by the Partnership Representativeif any, the Designated Individual, or the Partnership under the Partnership Tax Audit Rules. To the extent that the Partnership Representative and, acting as applicable, Designated Individual do not make an election under Code Section 6221(b), the Partnership Representative and, as applicable, the Designated Individual shall use commercially reasonable efforts to reduce to the extent possible the amount of tax owed by the Partnership pursuant to an audit under the Partnership Tax Audit Rules (or analogous state or local partnership audit procedures) by either (i) making any modifications available under Code Section 6225(c)(3), (4), and (5) (or analogous provisions of state or local law) or (ii) making a timely election under Code Section 6226 (or an analogous provision of state or local law). If an election under Code Section 6226(a) is made, the Partnership shall furnish to each Partner for the year under audit a statement of the Partner’s share of any adjustment set forth in the notice of final partnership adjustment, and each Partner shall take such adjustment into account as required under Code Section 6226(b)such. (dii) Each Partner agrees that such Partner shall not treat any Partnership Partnership-related item inconsistently on such Partner’s federal, state, foreign, local or other income non-U.S. tax return with the treatment of the item on the Partnership’s return. Any deficiency for taxes imposed on any Partner with respect to such Partner’s interest in the Partnership (including penalties, additions to tax, tax or interest imposed with respect to such taxes and any tax deficiency imposed pursuant to Code Section 62266226 of the Code) will be paid by such Partner and Partner. Without duplication of Section 5.2(c) hereof, if the Partnership is required to be paid pay (and actually paidpays) an imputed underpayment (including penalties, additions to tax or interest imposed with respect to such taxes, pursuant to Section 6225 of the Code) with respect to a reviewed year, or bears the economic burden of imputed underpayments made by the Partnershipentities in which it is a partner, such amounts paid will be recoverable from such Partner by the Partnership. (e) The Partnership shall defend, indemnify, and hold harmless reviewed-year Partners. To the extent that the Partnership Representative and any Designated Individual against any and all liabilities sustained as a result of any act or decision concerning Partnership tax matters and within the scope of such person’s responsibilities as the Partnership Representative and Designated IndividualRepresentative, as applicable, so long does not make an election under Sections 6221(b) (if available) or 6226 of the Code, the Partnership shall use commercially reasonable efforts to (i) make any modifications available under Section 6225(c) of the Code, and (ii) if requested by a Partner, provide to such Partner information allowing such Partner to file an amended federal income tax return, as described in Section 6225(c)(2) of the Code, to the extent such act amended return and payment of any related federal income taxes would reduce any taxes payable by Partnership. Each Limited Partner shall, including any time after such Limited Partner withdraws from or decision was done otherwise ceases to be a Limited Partner, take all actions requested by the Sponsor General Partner, including timely provision of requested information and consents in connection with implementing any elections or decisions made by the Partnership or the Partnership Representative (or Person acting in good faith a similar capacity under similar or analogous state, local or non-U.S. laws) related to any tax audit or examination of the Partnership (including to implement any modifications to any imputed underpayment or similar amount under Section 6225(c) of the Code, any elections under Sections 6221 or 6226 of the Code and did not constitute gross negligence or willful misconductany administrative adjustment request under Section 6227 of the Code). (fiii) Notwithstanding anything herein to the contrarycontrary in this Agreement, any expenses incurred information, representations, certificates, forms, or documentation provided pursuant to this Section 10.5(a) may be disclosed to any applicable taxing authority. Each Partner agrees to be bound by the Partnership Representative or a Designated Individual in carrying out their responsibilities and duties in such capacity under this Agreement shall be an expense of the Partnership for which the Tax Matters Representative or the Designated Individual shall be reimbursed by the Partnership. (g) The provisions of this Section 12.3 10.5(a) at all times, including any time after such Partner ceases to be a Partner solely with respect to matters directly related to such Partner’s interest in the Partnership, and the obligations provisions of a Partner or former Partner pursuant to Section 12.3 10.5(a) shall survive the terminationwinding up, dissolution, liquidation, liquidation and winding up dissolution of the Partnership and the withdrawal of such Partner from the Partnership or the Transfer of such Partner’s Partnership interestsPartnership.

Partnership Representative. (a) Sxxxxx X. Xxxxxx For taxable years beginning on or after January 1, 2018, the Managing General Partner is hereby designated as the “partnership representative” under Section 6223(a) of the Code (the “Partnership Representative”) as provided in Code Section 6223(a) (or under any applicable state or local law providing for an analogous capacity). Notwithstanding anything herein to the contrary, any expenses incurred by the Partnership Representative in carrying out its responsibilities and duties in such capacity under this Agreement shall be an expense of the Partnership for which the The Partnership Representative shall be reimbursed by recommend to the Partnership. The General Partners shall have , on an annual basis or at such other time as the power individual resigns or its designation is revoked, an individual who meets the requirements of Section 6223 of the Code and the Regulations promulgated thereunder to designate a successor Partnership Representative and, if a successor Partnership Representative is not an individual, to appoint an serve as the designated individual (the “Designated Individual”) meeting to act on the requirements Partnership’s behalf, and each Partner hereby agrees to accept the Partnership Representative’s recommendation of Treasury Regulation Section 301.6223-1(c)(3) as the sole person authorized to represent Designated Individual. No Partner may revoke the authority of the Partnership Representative or of the Designated Individual without the Partnership Representative’s prior written consent. The Partnership Representative shall have full authority to bind the Partnership in audits and other all proceedings governed by Code Sections 6221 through 6241 (together with any regulatory or other administrative guidance promulgated thereunderthe Internal Revenue Service, and any successor provisions, each Partner agrees to be bound by the “Partnership Tax Audit Rules”), as permitted actions taken by the Partnership Audit RulesRepresentative as provided in Section 6223(b) of the Code. (b) The Partnership Representative is authorized and required to represent shall or shall cause the Partnership in connection with all examinations to make the election under Section 6226(a) of the affairs Code (the “Push-Out Election”) to apply the alternative procedure to the Partnership’s payment of any “imputed underpayment” as determined under Section 6225 of the Partnership by any federalCode (the “Imputed Underpayment”) and associated interest, state, local, or foreign taxing authority, including any resulting administrative and judicial proceedingsadjustments to tax, and to expend funds of penalties arising from a partnership-level adjustment that are imposed on the Partnership for professional services so that they are borne by the Partners and costs associated therewith. Each Partner agrees that any action taken former Partners to whom such Imputed Underpayment relates as determined by the Partnership Representative in connection with audits of the Partnership (including actions by a Designated Individual in an audit governed by the Partnership Tax Audit Rules) shall be binding upon such Partner and that such Partner shall not independently act with respect to tax audits or tax litigation affecting the PartnershipRepresentative. The Partnership Representative is authorized to take any other actions as shall have sole discretion be necessary or appropriate to determine whether effectuate and comply with the Partnership (either on its own behalf or on behalf of the Partners) will contest or continue to contest any tax deficiencies assessed or proposed to be assessed by any Taxing AuthorityPush-Out Election. Each Partner consents to the Push-Out Election and agrees to cooperate with the Partnership Representative and to do or refrain from doing take any or all things reasonably action requested by the Partnership Representative to effectuate the Push-Out Election and to furnish the Partnership Representative with respect any information necessary to give effect to the conduct of examinations by Taxing Authorities and any resulting proceedings; provided, that a Partner shall not be required to file an amended federal income tax return, as described in Code Section 6225(c)(2)(A)Push-Out Election. (c) Except as otherwise set forth herein, in In connection with the event of an audit of the Partnership that is subject to the Partnership Tax Audit Rules or any analogous provision of state or local lawPush-Out Election, the Partnership Representative and, as applicable, the Designated Individual, shall have the right to make any and all elections and to take any actions that are available to be made provide each Partner or taken by the Partnership Representative, the Designated Individual, or the Partnership under the Partnership Tax Audit Rules. To the extent that the Partnership Representative and, as applicable, Designated Individual do not make an election under Code Section 6221(b), the Partnership Representative and, as applicable, the Designated Individual shall use commercially reasonable efforts to reduce to the extent possible the amount of tax owed by the Partnership pursuant to an audit under the Partnership Tax Audit Rules (or analogous state or local partnership audit procedures) by either (i) making any modifications available under Code Section 6225(c)(3), (4), and (5) (or analogous provisions of state or local law) or (ii) making a timely election under Code Section 6226 (or an analogous provision of state or local law). If an election under Code Section 6226(a) is made, the Partnership shall furnish to each former Partner for the reviewed year under audit (as defined in Proposed Regulations Section 301.6241-1(a)(8)) (the “Reviewed Year”) a statement of as required by Proposed Regulations Section 301.6226-2 setting forth the Partner’s share applicability of any adjustment set forth in the notice of final partnership adjustmentpenalty, additions to tax, or additional amounts, and each Partner shall take such adjustment into account as required under Code Section 6226(b). (d) Each Partner agrees that such Partner shall not treat any Partnership item inconsistently on such Partner’s federal, state, foreign, or other income tax return with the treatment of the item on the Partnership’s return. Any deficiency for taxes imposed on any Partner (including adjustments to which those penalties, additions to tax, or interest imposed additional amounts relate, and each Partner for the Reviewed Year (the “Reviewed Year Partner”) shall compute any penalties, additions to tax, or additional amounts applicable to it as if each correction amount were an underpayment or understatement for the first affected year (or interim year). Each Reviewed Year Partner or former Reviewed Year Partner shall provide the Partnership Representative such reasonable documentation as may be requested by the Partnership Representative proving payment of the liability pushed out to such Reviewed Year Partner pursuant to the Push-Out Election or a further Push-Out Election made by such Reviewed Year Partner. (d) In the event the Partnership is a direct or indirect member of another partnership or limited liability company (the “Subsidiary Partnership”) that is under audit and makes a Push-Out Election (including the case in which there are successive Push-Out Elections through a chain of Subsidiary Partnerships), then the Partnership Representative shall or shall cause the Partnership to make a further Push-Out election (the “Further Push-Out Election”) so that the Imputed Underpayment and associated interest, adjustments to tax, and penalties arising from an audit of a Subsidiary Partnership are borne by the Partners and former Partners of the Partnership to whom such Imputed Underpayment relates as determined by the Partnership Representative. If a Further Push-Out Election is made, the provisions of Section 6.11(b) and Section 6.11(c) hereof shall apply with respect to such taxes and any tax deficiency imposed pursuant to Code Section 6226) will be paid by such Partner and if required to be paid (and actually paid) by the Partnership, will be recoverable from such Partner by the PartnershipFurther Push-Out Election. (e) If for any reason, including without limitation, the inability to make an effective Push-Out Election or Further Push-Out Election, the Partnership is assessed the Imputed Underpayment, associated interest, adjustments to tax, or penalties (all such amounts being referred to as the “Adjustment Liability”), the Partnership shall effect a modification of the Imputed Underpayment by applying the procedure set forth in Section 6225(c)(2) of the Code and require the Partners to pay the Adjustment Liability directly to the Internal Revenue Service so that the Adjustment Liability is borne by the Partners and former Partners to whom such Imputed Underpayment relates as determined by the Partnership Representative. The Partnership shall give written notice to each Reviewed Year Partner and former Reviewed Year Partner of its share of the Adjustment Liability and the information required for the alternative procedure to filing an “amended return modification” as provided in Proposed Regulations Section 301.6225-2(d)(2)(x) (the “Alternative Procedure”), including the mailing date of the notice of proposed partnership adjustment (the “NOPPA”), and each Partner agrees to follow the Alternative Procedure and to timely pay its share of the Adjustment Liability, if any, directly to the Internal Revenue Service. Each Partner further agrees to provide the Partnership the documentation required by Proposed Regulations Section 301.6225-2(c)(2) and (d)(2) (and by any additional Internal Revenue Service guidance provided pursuant to the Proposed Regulations) evidencing its payment to the Internal Revenue Service of its share of the Adjustment Liability not later than sixty (60) Days prior to the due date for the Partnership’s request for modification of the Imputed Underpayment, which is two hundred seventy (270) Days after the date of the mailing of the NOPPA. If the Partner is a “Pass-Through Partner” (as defined in Proposed Regulations Section 301.6241-1(a)(5)), then such Pass-Through Partner shall (x) require its partners or members to follow the Alternative Procedure and provide such Pass-Through Partner with the documentation required by Proposed Regulations Section 301.6225-2(c)(2) and (d)(2) (and by any additional Internal Revenue Service guidance provided pursuant to the Proposed Regulations) supporting the computation and payment of the Adjustment Liability by its partners or members, and (y) provide such documentation to the Partnership not later than sixty (60) Days prior to the due date for the Partnership’s request for a modification of the Imputed Underpayment. If a Partner fails to timely submit all required evidence of proper execution of the Alternative Procedure and the payment to the Internal Revenue Service of its share of the Adjustment Liability or of its partners’ or members’ payment of their respective shares of the Adjustment Liability to the Internal Revenue Service, then the Partnership shall (i) withhold such Partner’s share of the Adjustment Liability, if any, from cash otherwise currently distributable to such Partner pursuant to this Agreement, and (ii) to the extent cash is not distributable to such Partner for the taxable quarter in which the Adjustment Liability must be paid, but in all events prior to the date on which the Adjustment Liability must be paid, the Failure to Comply Remedies shall apply. In the event the Internal Revenue Service denies the Partnership’s modification request in whole or in part, then the Partnership shall give written notice to each Partner not less than thirty (30) Days prior to the date the Partnership must make the payment of the Adjustment Liability to the Internal Revenue Service, setting forth each Partner’s share, if any, of the Adjustment Liability and the date on which the Partnership must make the payment, and each Partner shall, not later than three (3) Business Days prior to the date the Partnership must pay the Adjustment Liability to the Internal Revenue Service, make a payment to the Partnership in readily available funds of such Partner’s share of the Adjustment Liability. If a Partner fails to timely make such payment to the Partnership, then the Failure to Comply Remedies shall apply. (f) In the event a Subsidiary Partnership does not or is unable to make an effective Push-Out Election, is required to pay its Adjustment Liability, and elects to follow the Alternative Procedure, then each Partner and each Pass-Through Partner shall follow the procedures and timing set forth above in Section 6.11(e) hereof for payment of its share of the Adjustment Liability to the Internal Revenue Service and the provision of the required documentation to the Partnership. If a Partner fails to timely submit all required evidence of proper execution of the Alternative Procedure and the payment to the Internal Revenue Service of its share of the Adjustment Liability or of its partners’ or members’ respective shares of the Adjustment Liability to the Internal Revenue Service, then the Failure to Timely Comply Remedies shall apply. Alternatively, if the Subsidiary Partnership does not elect to follow the Alternative Procedure, or if the Internal Revenue Service denies the Subsidiary Partnership’s modification request in whole or in part, then the Partnership shall give written notice to each Partner not less than thirty (30) Days prior to the date the Partnership must make the payment to the Subsidiary Partnership, setting forth each Partner’s share, if any, of the Adjustment Liability and the date on which the Partnership must make the payment, and each Partner shall, not later than three (3) Business Days prior to the date the Partnership must pay the Adjustment Liability to the Subsidiary Partnership, make a payment to the Partnership in readily available funds of such Partner’s share of the Adjustment Liability. If a Partner fails to timely make such payment to the Partnership, then the Failure to Comply Remedies shall apply. (g) For the purpose of determining a Partner’s Capital Account, any amount of cash otherwise distributable to a Partner that is retained by the Partnership pursuant to this Section 6.11 shall be treated as if such cash had been actually distributed to such Partner pursuant to Section 5.2 or Section 11.1(a) hereof, as applicable. Any Adjustment Liability actually remitted or deemed remitted to the Partnership by a Partner pursuant to this Section 6.11 shall not increase such Partner’s Capital Account and shall be treated as a reimbursement to the Partnership by such Partner of such Partner’s share of the Adjustment Liability paid or to be paid by the Partnership to the Internal Revenue Service on such Partner’s behalf. (h) The Partnership Representative shall keep the Partnership apprised of the status of any Partnership audit or court proceeding. (i) Any and all expenses incurred by the Partnership Representative in serving as such shall be at the Partnership’s expense and shall be paid by the Partnership. Notwithstanding the foregoing, it shall be the responsibility of each Partner, at its own expense, to employ tax counsel to represent its separate interests. No Partner shall file a notice with the Internal Revenue Service under Section 6222(c) of the Code in connection with such Partner’s intention to treat an item on such Partner’s federal income tax return in a manner that is inconsistent with the treatment of such item on the Partnership’s federal income tax return, unless such Partner has, not less than thirty (30) Days prior to the filing of such notice, provided the Partnership Representative with a copy of the notice and thereafter in a timely manner provides such other information related thereto as the Partnership Representative shall reasonably request. (j) To the fullest extent permitted by law, the Partnership shall and does hereby indemnify, defend, indemnify, and hold harmless the Partnership Representative and any its agents, including, without limitation, the Designated Individual Individual, from and against any and all liabilities sustained as a result of any act (i) loss, cost, or decision concerning Partnership tax matters expense, including without limitation, attorneys’ fees and within the scope of such person’s responsibilities as the Partnership Representative and Designated Individualcourt costs, as applicablethat may be asserted against, so long as such act imposed on, or decision was done or made in good faith and did not constitute gross negligence or willful misconduct. (f) Notwithstanding anything herein to the contrary, any expenses incurred suffered by the Partnership Representative or a Designated Individual in carrying out their responsibilities and duties in such capacity under this Agreement shall be an expense its agents by reason of any act performed for or on behalf of the Partnership for which the Tax Matters in its capacity as Partnership Representative or agent thereof to the Designated Individual extent authorized hereby, or by reason of any omission, and (ii) such claims, actions, and demands, and any losses or damages therefrom, including amounts paid in settlement or compromise of any such claim, action, or demand; provided that this indemnity shall be reimbursed not extend to acts or omissions by the PartnershipPartnership Representative or its agents adjudged (x) to have been undertaken in bad faith or (y) to have constituted recklessness or intentional wrongdoing by the Partnership Representative or its agents. (gk) The provisions of this Section 12.3 6.11 and a Partner’s obligation to reimburse the Partnership pursuant to this Section 6.11 shall survive such Partner’s membership in the Partnership and the obligations of a Partner or former Partner pursuant to Section 12.3 shall survive the termination, dissolution, liquidation, winding up, and winding up termination of the Partnership Partnership, and the withdrawal for purposes of such Partner from this Section 6.11, the Partnership shall be treated as continuing in existence. The Partnership may pursue and enforce all rights and remedies it may have against a Partner under this Section 6.11, including instituting a lawsuit to collect reimbursement with interest calculated at the Interest Rate. To the extent permitted by applicable law, the provisions contained in this Section 6.11 shall be binding on the Partnership’s successors and assigns. (l) The Partnership Representative shall be responsible for representing the Partnership in all dealings with any state, local, or foreign tax authority and shall have the Transfer of such Partner’s authority to make all state, local, and foreign tax elections and to settle any state, local, or foreign tax audits. 5. The Amended Partnership interests.Agreement is hereby amended to add the following new Section 6.12 thereto:

Partnership Representative. For all periods during which the Company is treated as a partnership for U.S. federal tax purposes, the Manager shall designate a “Partnership Representative” pursuant to IRC § 6223(a). The Company’s initial Partnership Representative will be Xxxxxx Xxxxx. (a) Sxxxxx X. Xxxxxx is designated as the “partnership representative” (the “Partnership Representative”) as provided in Code Section 6223(a) (or under If any applicable state or local tax law providing provides for an analogous capacity). Notwithstanding anything herein to the contrarya tax-matters partner, any expenses incurred by partnership representative, or person having similar rights, powers, authority, or obligations, the Partnership Representative in carrying out its responsibilities and duties will also serve in such capacity under this Agreement shall be an expense of the Partnership for which the Partnership Representative shall be reimbursed by the Partnershipcapacity. The General Partners shall have the power to designate a successor Partnership Representative and, if a successor Partnership Representative is not an individual, to appoint an individual (the “Designated Individual”) meeting the requirements of Treasury Regulation Section 301.6223-1(c)(3) as the sole person authorized to represent the Company before the Internal Revenue Service and any other governmental agency with jurisdiction, and to sign such consents and to enter into settlements and other agreements with such agencies as the Partnership Representative in audits and other proceedings governed by Code Sections 6221 through 6241 (together with any regulatory deems necessary or other administrative guidance promulgated thereunder, and any successor provisions, the “Partnership Tax Audit Rules”), as permitted by the Partnership Audit Rulesadvisable. (b) The Partnership Representative is authorized will make all decisions regarding permitted elections under the Internal Revenue Code with respect to tax proceedings and required to represent the Partnership in connection with all examinations assessment of the affairs of the Partnership taxes by any federaltaxing authority. The Partnership Representative will keep the Manager and Members reasonably informed of all proposed audits, state, localexaminations, or foreign taxing authority, including any resulting other administrative and judicial proceedingsproceedings involving the Company, as well as keep the Manager and Members informed as to the status of any such audit, examination, or other administrative or judicial proceeding. (c) Notwithstanding anything to the contrary in this Agreement, each Member (including for purposes of this Section 7.8 any Person who is or becomes a Member but who for any reason ceases to be a Member): (i) hereby covenants to treat each item of income, gain, loss, deduction, or credit attributable to the Company in a manner consistent with the treatment of such income, gain, loss deduction, or credit on the tax return of the Company or as determined in a notice of final partnership adjustment pursuant to IRC § 6226; (ii) hereby agrees to indemnify and hold harmless the Company from such Member’s share of any tax and any penalties, interest, and additions to expend funds tax attributable to any adjustment to the income, gain, loss, deduction, or credit of the Company pursuant to IRC § 6226; and (iii) hereby agrees to take all other actions as the Partnership Representative may reasonably direct with respect to the Member’s (or, in respect of the Member, the Company’s) tax liabilities, including filing an amended return for professional services any “reviewed year” to account for all adjustments under IRC § 6225(a) properly allocable to the Member as provided in and costs associated therewith. Each Partner agrees otherwise contemplated by IRC § 6225(c) and any Treasury Regulations that any action taken may be promulgated thereunder. (d) The Company will, to the fullest extent permitted by law, reimburse and indemnify the Partnership Representative for all expenses, (including legal and accounting fees), claims, liabilities, losses, and damages incurred as the Partnership Representative in connection with audits of the Partnership (including actions by a Designated Individual in an audit governed by the Partnership Tax Audit Rules) shall be binding upon such Partner and that such Partner shall not independently act with respect to tax audits any examination, administrative or tax litigation affecting the Partnership. The Partnership Representative shall have sole discretion to determine whether the Partnership (either on its own behalf judicial proceeding, or on behalf of the Partners) will contest or continue to contest any tax deficiencies assessed or proposed to be assessed by any Taxing Authority. Each Partner agrees to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably requested by the Partnership Representative with respect to the conduct of examinations by Taxing Authorities and any resulting proceedingsotherwise; provided, however, that a Partner shall such indemnification from liability will not be required apply to file an amended federal income tax return, as described in Code Section 6225(c)(2)(A). (c) Except as otherwise set forth herein, in the event of an audit any liability for loss caused by any act or omission that arises out of the Partnership that is subject to the Partnership Tax Audit Rules fraud, gross negligence, willful misconduct, or any analogous provision intentional violation of state or local law, the Partnership Representative and, as applicable, the Designated Individual, shall have the right to make any and all elections and to take any actions that are available to be made or taken applicable law by the Partnership Representative, the Designated Individual, or the Partnership under the Partnership Tax Audit Rules. To the extent that the Partnership Representative and, as applicable, Designated Individual do not make an election under Code Section 6221(b), the Partnership Representative and, as applicable, the Designated Individual shall use commercially reasonable efforts to reduce to the extent possible the amount of tax owed by the Partnership pursuant to an audit under the Partnership Tax Audit Rules (or analogous state or local partnership audit procedures) by either (i) making any modifications available under Code Section 6225(c)(3), (4), and (5) (or analogous provisions of state or local law) or (ii) making a timely election under Code Section 6226 (or an analogous provision of state or local law). If an election under Code Section 6226(a) is made, the Partnership shall furnish to each Partner for the year under audit a statement of the Partner’s share of any adjustment set forth in the notice of final partnership adjustment, and each Partner shall take such adjustment into account as required under Code Section 6226(b). (d) Each Partner agrees that such Partner shall not treat any Partnership item inconsistently on such Partner’s federal, state, foreign, or other income tax return with the treatment of the item on the Partnership’s return. Any deficiency for taxes imposed on any Partner (including penalties, additions to tax, or interest imposed with respect to such taxes and any tax deficiency imposed pursuant to Code Section 6226) will be paid by such Partner and if required to be paid (and actually paid) by the Partnership, will be recoverable from such Partner by the Partnership. (e) The Partnership shall defend, indemnify, and hold harmless the Partnership Representative and any Designated Individual against any and all liabilities sustained as a result of any act or decision concerning Partnership tax matters and within the scope of such person’s responsibilities as the Partnership Representative and Designated Individual, as applicable, so long as such act or decision was done or made in good faith and did not constitute gross negligence or willful misconduct. (f) Notwithstanding anything herein to the contrary, any expenses incurred by the Partnership Representative or a Designated Individual in carrying out their responsibilities and duties in such capacity under this Agreement shall be an expense of the Partnership for which the Tax Matters Representative or the Designated Individual shall be reimbursed by the Partnership. (g) The provisions of this Section 12.3 and 7.8 will survive the obligations termination or dissolution of the Company or the termination of any Member’s interest in the Company, any transfer of a Partner Member’s interest in the Company, or former Partner pursuant to Section 12.3 shall survive withdrawal as a Member and will remain binding on the terminationMember. Notwithstanding the foregoing, dissolution, liquidation, and winding up of the Partnership and Representative will not cause the withdrawal of such Partner from the Partnership or the Transfer of such Partner’s Partnership interestsCompany to elect to be taxed other than as a partnership.

Partnership Representative. (a) Sxxxxx X. Xxxxxx is designated PNNT will serve as the “partnership representative” of the Company as provided in Section 6223(a) of the Code (or any successor or similar provision of U.S. federal, state or local law) and a “designated individual” that is subject to the control of PNNT will be appointed by the Company through whom the partnership representative will act (individually and collectively referred to as the “Partnership Representative”) as provided in Code Section 6223(a) (or under any applicable state or local law providing for an analogous capacity). Notwithstanding anything herein In such capacity, subject to the contrarylast sentence of this paragraph, the Partnership Representative shall have sole discretion to make or refrain from making any election or otherwise act on behalf of 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. The Partnership Representative shall have the right to retain professional assistance in respect of any audit of the Company and all reasonable, documented out-of-pocket expenses and fees incurred by the Partnership Representative in carrying out its responsibilities and duties in such capacity under this Agreement shall be an expense on behalf of the Partnership for which the Company as Partnership Representative shall be reimbursed by the Partnership. The General Partners shall have the power to designate a successor Partnership Representative and, if a successor Partnership Representative is not an individual, to appoint an individual (the “Designated Individual”) meeting the requirements of Treasury Regulation Section 301.6223-1(c)(3) as the sole person authorized to represent the Partnership Representative in audits and other proceedings governed by Code Sections 6221 through 6241 (together with any regulatory or other administrative guidance promulgated thereunder, and any successor provisions, the “Partnership Tax Audit Rules”), as permitted by the Partnership Audit Rules. (b) The Partnership Representative is authorized and required to represent the Partnership in connection with all examinations of the affairs of the Partnership by any federal, state, local, or foreign taxing authority, including any resulting administrative and judicial proceedings, and to expend funds of the Partnership for professional services and costs associated therewithCompany. Each Partner agrees that any action taken by the Partnership Representative in connection with audits of the Partnership (including actions by a Designated Individual in an audit governed by the Partnership Tax Audit Rules) shall be binding upon such Partner and that such Partner shall not independently act with respect to tax audits or tax litigation affecting the Partnership. The Partnership Representative shall have sole discretion to determine whether the Partnership (either on its own behalf or on behalf of the Partners) will contest or continue to contest any tax deficiencies assessed or proposed to be assessed by any Taxing Authority. Each Partner Member agrees to cooperate with the Partnership Representative and to do or refrain from doing any or all things provide such information as may be reasonably requested by the Partnership Representative with in relation to carrying out its responsibilities under Section 6223 of the Code (and the regulations promulgated thereunder). The Company agrees to indemnify the Partnership Representative and its agents and save and hold them harmless, from and in respect to the conduct of examinations all Losses incurred by Taxing Authorities and any resulting proceedings; provided, that a Partner shall not be required to file an amended federal income tax return, as described in Code Section 6225(c)(2)(A). (c) Except as otherwise set forth herein, in the event of an audit of the Partnership Representative in connection with or resulting from any claim, action, or demand against the Partnership Representative or the Company that is subject arise out of or in any way relate to the Partnership Tax Audit Rules or any analogous provision Representative’s status as “partnership representative” of state or local lawthe Company. For the avoidance of doubt, the Partnership Representative andshall not take any action requiring Prior Committee Approval prior to such Prior Committee Approval being obtained. (b) If the Company is subject to any tax liability imposed under Subchapter C of Chapter 63 of the Code, as applicablewell as any related interest, penalties, or other charges or expenses (collectively, a “Tax Liability”), the Designated Individual, shall have Members (acting through the right to make any and all elections and to take any actions that are available to be made Committee) (or taken by the Partnership Representative, in consultation with the Designated IndividualMembers (acting through the Committee)) shall allocate among the Members any Tax Liability in a manner it determines to be fair and equitable and the Capital Accounts hereunder by deducting amounts from Capital Accounts or reducing amounts otherwise distributable to Members, or taking into account any modifications attributable to a Member pursuant to Section 6225(c) of the Partnership under the Partnership Tax Audit RulesCode and any similar state and local authority. To the extent that a portion of a Tax Liability for a prior tax year relates to a former Member, the Members (acting through the Committee) (or the Partnership Representative andRepresentative, in consultation with the Members (acting through the Committee)) may require a former Member to indemnify the Company for its allocable portion of such tax. Each Member acknowledges that, notwithstanding the Transfer or withdrawal of all or any portion of its interest in the Company, pursuant to this Section 6.16, it may remain liable for Tax Liabilities with respect to its allocable share of income and gain of the Company for the Company’s tax years (or portions thereof) prior to such Transfer or withdrawal, as applicable, Designated Individual do not make an election under Subchapter C of Chapter 63 of the Code Section 6221(b)or any similar state or local provisions. Any Tax Liability that is payable by the Company shall, to the extent attributable to a Member’s (or a former Member’s) interest in the Company, be treated as distributed or otherwise paid to such Member in the same manner as a withholding tax. The Members acknowledge and agree that the Members (acting through the Committee) or the Partnership Representative and, as applicable, shall be permitted to take any actions to avoid Tax Liability being imposed on the Designated Individual shall use commercially reasonable efforts to reduce to the extent possible the amount Company or any of tax owed by the Partnership pursuant to an audit its Subsidiaries or Portfolio Companies under the Partnership Tax Audit Rules (or analogous state or local partnership audit procedures) by either (i) making any modifications available under Code Section 6225(c)(3), (4), and (5) (or analogous provisions Subchapter C of state or local law) or (ii) making a timely election under Code Section 6226 (or an analogous provision of state or local law). If an election under Code Section 6226(a) is made, the Partnership shall furnish to each Partner for the year under audit a statement Chapter 63 of the Partner’s share of any adjustment set forth in Code. To the notice of final partnership adjustmentfullest extent permitted by law, and each Partner shall take such adjustment into account as required under Code Section 6226(b). (d) Each Partner Member hereby agrees that such Partner shall not treat any Partnership item inconsistently on such Partner’s federal, state, foreign, or other income tax return with the treatment of the item on the Partnership’s return. Any deficiency for taxes imposed on any Partner (including penalties, additions to tax, or interest imposed with respect to such taxes and any tax deficiency imposed pursuant to Code Section 6226) will be paid by such Partner and if required to be paid (and actually paid) by the Partnership, will be recoverable from such Partner by the Partnership. (e) The Partnership shall defend, indemnify, indemnify and hold harmless the Partnership Representative Company and any Designated Individual the other Members from and against any and all liabilities sustained as a result of any act or decision concerning Partnership tax matters and within the scope of such person’s responsibilities as the Partnership Representative and Designated Individual, as applicable, so long as such act or decision was done or made in good faith and did not constitute gross negligence or willful misconduct. (f) Notwithstanding anything herein to the contrary, any expenses Tax Liability incurred by the Partnership Representative Company or a Designated Individual such other Members with respect to income attributable to or distributions or other payments to such Member, except in carrying out their responsibilities and duties the event such liability arises due to the Company’s bad faith, gross negligence, fraud or intentional misconduct (or, in such capacity under this Agreement shall be an expense the case of the Partnership for which Administrative Agent, a breach of its duties under the Tax Matters Representative or the Designated Individual shall be reimbursed by the Partnership. (g) The provisions of this Section 12.3 and the obligations of a Partner or former Partner pursuant to Section 12.3 shall survive the terminationAdministration Agreement). Each Member agrees that, dissolution, liquidation, and winding up of the Partnership and the withdrawal of such Partner from the Partnership or notwithstanding the Transfer of such Partner’s Partnership interestsall or any portion of its interest in the Company, if requested by the Committee, it shall provide an IRS Form W-9, the appropriate IRS Form W-8 or any other certificate or documentation, which, the Committee reasonably determines, is necessary.

Partnership Representative. A It is hereby agreed by all Partners that the General Partner (aor its designee) Sxxxxx X. Xxxxxx is designated as shall be the “partnership representative” within the meaning of Section 6223(a) of the Code (the “Partnership Representative”) as provided in Code Section 6223(a) (or under any applicable state or local law providing for an analogous capacity). Notwithstanding anything herein to If at an time, the contrary, any expenses incurred by the Partnership Representative in carrying out its responsibilities and duties in such capacity under this Agreement shall be an expense of the Partnership for which the Partnership Representative shall be reimbursed by the Partnership. The General Partners shall have the power to designate a successor Partnership Representative and, if a successor Partnership Representative is not an individual, to appoint then the Partnership Representative, with the consent of the General Partner, shall designate an individual (to act as the “Designated Individual”) meeting designated individual” within the requirements meaning of Treasury Regulation Regulations Section 301.6223-1(c)(31(b)(3)(ii) as or any successor regulations or similar provision of tax law, and unless the sole person authorized context otherwise requires, any reference to represent the Partnership Representative in audits this Agreement includes any such “designated individual.” All costs and other proceedings governed by Code Sections 6221 through 6241 (together with any regulatory or other administrative guidance promulgated thereunder, and any successor provisions, the “Partnership Tax Audit Rules”), as permitted expenses incurred by the Partnership Audit Rules. (b) Representative, including reasonably necessary overhead and administrative costs, in connection with the performance of its duties and privileges as the Partnership Representative shall be Partnership expenses and the Partnership Representative shall be entitled to be reimbursed by the Partnership for such costs and expenses. The Partnership Representative may resign at any time. Upon such resignation, the General Partner shall appoint a new Partnership Representative. B The Partnership Representative is authorized and required to represent the Partnership (at the Partnership’s expense) in connection with all examinations of the Partnership’s affairs of the Partnership by any federal, state, local, or foreign taxing authorityauthorities, including any resulting administrative and judicial proceedings, and to expend Partnership funds of the Partnership for professional services and costs associated therewith. Each Partner agrees that (x) to cooperate with the Partnership Representative and to do or refrain from doing, as the case may be, any action taken or all things reasonably required by the Partnership Representative in connection with audits the conduct of the Partnership any tax proceeding, and (including actions by a Designated Individual in an audit governed by the Partnership Tax Audit Rulesy) shall be binding upon such Partner and that such Partner shall will not independently act with respect to tax audits or tax litigation affecting of the Partnership. The , unless previously authorized to do so in writing by the Partnership Representative, and the Partnership Representative shall have sole discretion to determine whether the Partnership (either on its own behalf or on behalf of the Partners) will contest or continue to contest any tax deficiencies assessed or proposed to be assessed by any Taxing Authoritytaxing authority. Each Partner agrees to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably requested by the Partnership Representative with respect to the conduct of examinations by Taxing Authorities and any resulting proceedings; provided, that a Partner shall not be required to file an amended federal income tax return, as described in Code Section 6225(c)(2)(A). (c) Except as otherwise set forth herein, in the event of an audit of the Partnership that is subject to the Partnership Tax Audit Rules or any analogous provision of state or local law, the Partnership Representative and, as applicable, the Designated Individual, shall have the right to make any and all elections and to take any actions that are available to be made or taken by the Partnership Representative, the Designated Individual, or the Partnership under the Partnership Tax Audit Rules. To the extent that the Partnership Representative and, as applicable, Designated Individual do not make an election under Code Section 6221(b), the Partnership Representative and, as applicable, the Designated Individual shall use commercially reasonable efforts to reduce to the extent possible the amount of tax owed by the Partnership pursuant to an audit under the Partnership Tax Audit Rules (or analogous state or local partnership audit procedures) by either (i) making any modifications available under Code Section 6225(c)(3), (4), and (5) (or analogous provisions of state or local law) or (ii) making a timely election under Code Section 6226 (or an analogous provision of state or local law). If an election under Code Section 6226(a) is made, the Partnership shall furnish to each Partner for the year under audit a statement of the Partner’s share of any adjustment set forth in the notice of final partnership adjustment, and each Partner shall take such adjustment into account as required under Code Section 6226(b). (d) Each Partner agrees that such Partner shall not treat any Partnership item inconsistently on such Partner’s federal, state, foreign, or other income tax return with the treatment of the item on the Partnership’s return. C Any deficiency for taxes imposed on any Partner with respect to taxable items of the Partnership that, in the reasonable judgment of the Partnership Representative are attributable to such Partner (including penalties, additions to tax, tax or interest imposed with respect to such taxes and any tax deficiency taxes imposed pursuant to Code Section 62266226 of the Code) will be paid by such Partner and if required to be paid (and actually paid) by the PartnershipPartnership or another Partner, will be recoverable from such Partner by the Partnership. (e) The Partnership shall defendPartner. Except as otherwise provided herein, indemnify, and hold harmless the Partnership Representative shall make any determination regarding income tax elections it deems advisable on behalf of the Partnership, in good faith so as to achieve the most favorable result for the Partnership and any Designated Individual against any and all liabilities sustained as a result of any act or decision concerning Partnership tax matters and within the scope of such person’s responsibilities as Partners; provided that the Partnership Representative and Designated Individual, as applicable, so long as such act or decision was done or made in good faith and did not constitute gross negligence or willful misconduct. (f) Notwithstanding anything herein to the contrary, any expenses incurred by the Partnership Representative or a Designated Individual in carrying out their responsibilities and duties in such capacity will make an election under this Agreement shall be an expense Section 754 of the Partnership for which the Tax Matters Representative or the Designated Individual shall be reimbursed Code, if requested in writing by the Partnership. (g) another Partner. D The provisions of this Section 12.3 10.3 (and the obligations of a Partner or former Partner pursuant any other provision necessary to Section 12.3 give effect hereto) shall survive the termination, dissolution, liquidation, and winding up termination of the Partnership and the withdrawal termination of such Partner from the Partnership or the Transfer of such any Partner’s Partnership interestsinterest in the Partnership. In furtherance of the foregoing, references in this Section 10.3 (and any other provision necessary to give effect hereto) to the term “Partner” shall, at any time, include each Person who is a Partner at such time and each Person who was formerly a Partner prior to such time.

Partnership Representative. (a) Sxxxxx X. Xxxxxx is designated as The General Partner shall be the “partnership representative” (Partnership Representative of the “Partnership Representative”) as provided in Code Section 6223(a) (or under any applicable state or local law providing for an analogous capacity)federal income tax purposes. Notwithstanding anything herein to the contrary, any The Partnership Representative shall receive no compensation for its services. All third-party costs and expenses incurred by the Partnership Representative in carrying out its responsibilities capacity as such (including legal and duties in such capacity under this Agreement accounting fees and expenses) shall be an expense of the Partnership for which the Partnership Representative shall be reimbursed by the Partnership. The General Partners shall have the power to designate a successor Partnership Representative and, if a successor Partnership Representative is not an individual, to appoint an individual (the “Designated Individual”) meeting the requirements of Treasury Regulation Section 301.6223-1(c)(3) as the sole person authorized to represent the Partnership Representative in audits and other proceedings governed by Code Sections 6221 through 6241 (together with any regulatory or other administrative guidance promulgated thereunder, and any successor provisions, the “Partnership Tax Audit Rules”), as permitted borne by the Partnership Audit Rulesin addition to any reimbursement pursuant to Section 7.04 hereof. The Partnership Representative may engage an accounting or law firm to assist the Partnership Representative. (b) The Partnership Representative is authorized and required shall have the exclusive right to represent take any actions specified under the applicable sections of the Partnership Audit Rules or any applicable state statute or local law, including but not limited to: (1) representing the Partnership in connection with all examinations tax proceedings; (2) making elections under Code Section 6226; (3) making the decision whether to elect out of the affairs rules under Code Section 6221(b); (4) filing an administrative adjustment request under Code Section 6227; (5) filing suit under Code Section 6234; (6) settling any tax disputes or lawsuits with the IRS, the U.S. Department of the Partnership by any federal, state, local, Justice or foreign state or local taxing authority; (7) extending the period of limitation for adjustment of tax under Code Section 6235 or applicable state status or local law or under applicable state statutes or local laws; and (8) appointing, including any resulting administrative removing and judicial proceedings, and replacing the individual designated (or to expend funds of the Partnership for professional services and costs associated therewith. Each Partner agrees that any action taken be designated) by the Partnership Representative in connection with audits of as the sole individual through whom the partnership representative will act for all purposes under the Partnership (including actions by a Designated Individual in an audit governed by the Partnership Tax Audit Rules) shall be binding upon such Partner and that such Partner shall not independently act with respect to tax audits or tax litigation affecting the Partnership. The Partnership Representative shall also have sole discretion authority to determine whether represent the Partnership (either on its own behalf or on behalf of the Partners) will contest or continue to contest any tax deficiencies assessed or proposed to be assessed by any Taxing Authority. Each Partner agrees to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably requested by the Partnership Representative with respect to the conduct of examinations by Taxing Authorities any other taxing authorities and shall have similar authority to settle any resulting proceedings; provided, that a Partner shall not be required to file an amended federal income such tax return, as described in Code Section 6225(c)(2)(A)disputes. (c) Except as otherwise set forth herein, in the event of If an audit of the Partnership that is subject to the Partnership Tax Audit Rules or any analogous provision of state or local law, tax proceeding results in an imputed underpayment under Code Section 6225 and if the Partnership Representative and, as applicable, the Designated Individual, shall have the right to make any and all elections and to take any actions that are available to be made or taken by the Partnership Representative, the Designated Individual, or the Partnership under the Partnership Tax Audit Rules. To the extent that the Partnership Representative and, as applicable, Designated Individual do not make an election under Code Section 6221(b), the Partnership Representative and, as applicable, the Designated Individual shall use commercially reasonable efforts to reduce to the extent possible the amount of tax owed by the Partnership pursuant to an audit under the Partnership Tax Audit Rules (or analogous state or local partnership audit procedures) by either (i) making any modifications available under Code Section 6225(c)(3), (4), and (5) (or analogous provisions of state or local law) or (ii) making a timely election under Code Section 6226 (or an analogous provision of state or local law). If makes an election under Code Section 6226(a) is made), the Partnership shall furnish to each Partner Holder for any portion of the year under audit or years audited a statement reflecting the Holder’s allocable share of the Partner’s share of any adjustment set forth adjusted items as determined in the notice of final partnership adjustment, adjustment and each Partner such Holder shall take such adjustment adjustments into account as required under Code Section 6226(b) and shall be liable for any related interest, penalty, addition to tax or additional amount (all sections as in effect as specified in the Partnership Audit Rules). (d) Each Partner agrees that such Partner The Partnership and the Holders shall not treat be bound by the Partnership Representative’s actions. To the extent any IRS audit or tax proceeding could result in an increase in any Holder’s personal liability for taxes, the Partnership item inconsistently on such Partner’s federal, state, foreign, or other income tax return with Representative shall keep the treatment of the item on the Partnership’s return. Any deficiency for taxes imposed on any Partner Holders (including penalties, additions to tax, or interest imposed potentially affected former Holders) informed on a timely basis of all material developments with respect to any such taxes and tax proceeding. (e) Each Holder of Partnership Units shall provide such information to the Partnership as the General Partner may reasonably request to reduce the amount of any tax deficiency imposed imputed underpayment. (f) For the avoidance of doubt, no payment made pursuant to Code this Section 622610.03 to the Partnership shall be treated as a Capital Contribution. (g) will be paid by such Partner Notwithstanding anything in this Agreement to the contrary, all rights and if required obligations of a Holder of Partnership Units under this Section 10.03 shall survive both the Holder ceasing to be paid (a partner of the Partnership for federal income tax purposes, and actually paid) by the Partnership, will be recoverable from such Partner by dissolution of the Partnership. (eh) The Partners acknowledge and agree that the implementation of the Partnership Audit Rules may result in necessary or advisable amendments to this Agreement and that any approval or consent to any such amendments proposed by the General Partner shall defendbe deemed granted by the other Partners. The taking of any action and the incurring of any expense by the Partnership Representative in connection with any such proceeding, indemnifyexcept to the extent required by law, and hold harmless will be determined by the Partnership Representative and any Designated Individual against any and all liabilities sustained as a result the provisions relating to indemnification of any act or decision concerning Partnership tax matters and within the scope of such person’s responsibilities as General Partner set forth in Section 7.07 hereof shall be fully applicable to the Partnership Representative and Designated Individual, in its capacity as applicable, so long as such act or decision was done or made in good faith and did not constitute gross negligence or willful misconductsuch. (f) Notwithstanding anything herein to the contrary, any expenses incurred by the Partnership Representative or a Designated Individual in carrying out their responsibilities and duties in such capacity under this Agreement shall be an expense of the Partnership for which the Tax Matters Representative or the Designated Individual shall be reimbursed by the Partnership. (g) The provisions of this Section 12.3 and the obligations of a Partner or former Partner pursuant to Section 12.3 shall survive the termination, dissolution, liquidation, and winding up of the Partnership and the withdrawal of such Partner from the Partnership or the Transfer of such Partner’s Partnership interests.

Partnership Representative. (a) Sxxxxx X. Xxxxxx The NiSource Member is hereby designated as the “partnership representative” (the “Partnership Representative”) as provided in ” within the meaning of Code Section 6223(a) (or under any applicable state or local law providing for an analogous capacity)of the Company. Notwithstanding anything herein The Partnership Representative shall, if required, designate from time to time a “designated individual” to act on behalf of the contraryPartnership Representative, any expenses incurred and such designated individual shall be subject to replacement by the Partnership Representative in carrying out its responsibilities accordance with the Code and duties in such capacity under this Agreement shall be an expense of the Partnership Treasury Regulations. If any state or local tax law provides for which a tax matters partner, partnership representative, or person having similar rights, powers, authority, or obligations, the Partnership Representative shall be reimbursed by the Partnershipalso serve in such capacity. The General Partners shall have the power to designate a successor Partnership Representative and, if a successor Partnership Representative is not an individual, to appoint an individual (the “Designated Individual”) meeting the requirements of Treasury Regulation Section 301.6223-1(c)(3) as the sole person authorized to represent the Partnership Representative in audits and other proceedings governed by Code Sections 6221 through 6241 (together with any regulatory or other administrative guidance promulgated thereunder, and any successor provisions, the “Partnership Tax Audit Rules”), as permitted by the Partnership Audit Rules. (b) The Partnership Representative is authorized and required to represent the Partnership in connection Company before the Internal Revenue Service and any other governmental agency with jurisdiction, make all examinations of decisions regarding permitted elections under the affairs of the Partnership by any federalCode, state, local, or foreign taxing authority, including any resulting administrative and judicial proceedingsTreasury Regulations, and to expend funds of the Partnership for professional services other state and costs associated therewith. Each Partner agrees that any action taken by the Partnership Representative in connection with audits of the Partnership (including actions by a Designated Individual in an audit governed by the Partnership Tax Audit Rules) shall be binding upon such Partner and that such Partner shall not independently act local tax law with respect to tax audits or tax litigation affecting proceedings; provided, however, the Partnership. The Partnership Representative shall have sole discretion to determine whether not enter into any settlement or similar agreement without the Partnership (either on its own behalf or on behalf consent of the Partners) will contest or continue to contest any tax deficiencies assessed or proposed Board (such consent not to be assessed by any Taxing Authorityunreasonably withheld, conditioned, or delayed). Each Partner agrees All Members (and former Members) agree to cooperate with the Partnership Representative with, and to do or and refrain from doing any or all things reasonably requested required by the Partnership Representative in connection with the conduct of all such proceedings or to otherwise allow the Company and the Partnership Representative to comply with the partnership audit provisions of the Code, Treasury Regulations, and similar state and local law. All Members shall cooperate in good faith to amend this Section 10.2 or other provisions of this Agreement as necessary to reflect any statutory amendments or the promulgation of Treasury Regulations or other administrative authority promulgated under the Partnership Audit Rules so as to, to the extent possible, preserve the relative rights, duties, and obligations of the Members hereunder. The Company shall, to the fullest extent permitted by law, reimburse and indemnify the Partnership Representative for all third-party expenses (including legal and accounting fees), claims, liabilities, losses, and damages incurred as the Partnership Representative in connection with any examination, administrative, or judicial proceeding, or otherwise acting in its capacity as Partnership Representative. (b) Notwithstanding anything to the contrary in this Agreement, each Member (including, for purposes of this Section 10.2, any Person who is or becomes a Member but who for any reason ceases to be a Member) (i) hereby covenants to treat each item of income, gain, loss, deduction, or credit attributable to the Company in a manner consistent with the treatment of such income, gain, loss deduction, or credit on the tax return of the Company or as determined in a notice of final partnership adjustment pursuant to Section 6226 of the Code, (ii) hereby agrees to indemnify and hold harmless the Company from such Member’s share of any tax and any penalties, interest, and additions to tax attributable to any adjustment to the income, gain, loss, deduction, or credit of the Company pursuant to Section 6226 of the Code, and (iii) hereby agrees to take all other actions as the Partnership Representative may reasonably direct with respect to the conduct Member’s (or, in respect of examinations the Member, the Company’s) tax liabilities, which shall not include filing an amended return for any “reviewed year” to account for all adjustments under Section 6225(a) of the Code properly allocable to the Member as provided in and otherwise contemplated by Taxing Authorities Section 6225(c) of the Code and any resulting proceedings; provided, Treasury Regulations that a Partner shall not may be required to file an amended federal income tax return, as described in Code Section 6225(c)(2)(A). (c) Except as otherwise set forth herein, in promulgated thereunder. If the event of an audit of the Partnership that is subject to the Partnership Tax Audit Rules Company or any analogous provision of state other entity in which the Company holds an interest is obligated to pay any amount to a governmental agency or local law, the Partnership Representative and, as applicable, the Designated Individual, shall have the right body or to make any and all elections and to take any actions that are available to be made or taken by the Partnership Representative, the Designated Individual, or the Partnership under the Partnership Tax Audit Rules. To the extent that the Partnership Representative and, as applicable, Designated Individual do not make an election under Code Section 6221(b), the Partnership Representative and, as applicable, the Designated Individual shall use commercially reasonable efforts to reduce to the extent possible the amount of tax owed by the Partnership pursuant to an audit under the Partnership Tax Audit Rules other Person (or analogous state or local partnership audit proceduresotherwise makes a payment) by either (i) making any modifications available under Code Section 6225(c)(3), (4), and (5) (or analogous provisions of state or local law) or (ii) making a timely election under Code Section 6226 (or an analogous provision of state or local law). If an election under Code Section 6226(a) is made, the Partnership shall furnish to each Partner for the year under audit a statement of the Partner’s share of any adjustment set forth in the notice of final partnership adjustment, and each Partner shall take such adjustment into account as required taxes arising under Code Section 6226(b). (d) Each Partner agrees that such Partner shall not treat any Partnership item inconsistently on such Partner’s a federal, state, foreign, or local tax audit or other income tax return with the treatment of the item on the Partnership’s return. Any deficiency for taxes imposed on any Partner (including penalties, additions to tax, or interest imposed with respect to such taxes proceeding and any tax deficiency imposed pursuant to Code Section 6226) will be paid by such Partner and if required to be paid (and actually paid) by the Partnership, will be recoverable from such Partner by the Partnership. (e) The Partnership shall defend, indemnify, and hold harmless the Partnership Representative and any Designated Individual against any and determines that all liabilities sustained as or a result of any act or decision concerning Partnership tax matters and within the scope portion of such person’s responsibilities as payment is specifically attributable to a Member (or former Member), then such Member (or former Member) shall reimburse the Partnership Representative Company in full for the entire amount paid (including any interest, penalties, and Designated Individual, as applicable, so long as expenses associated with such act or decision was done or made in good faith and did not constitute gross negligence or willful misconduct. (f) Notwithstanding anything herein to the contrary, any expenses incurred by the Partnership Representative or a Designated Individual in carrying out their responsibilities and duties in such capacity under this Agreement shall be an expense of the Partnership for which the Tax Matters Representative or the Designated Individual shall be reimbursed by the Partnership. (g) payment). The provisions of this Section 12.3 and the obligations of a Partner or former Partner pursuant to Member under this Section 12.3 10.2 shall survive such Member’s sale or other disposition of its interests in the Company and the termination, dissolution, liquidation, and or winding up of the Company. (c) The Partnership Representative (i) shall keep the Investor Member reasonably informed of any material tax audit, settlement or proceeding and (ii) shall not settle or otherwise compromise a material tax audit, settlement or proceeding that would have a material adverse impact on the withdrawal of Investor Member, without the Investor Member’s prior written consent (such Partner from the Partnership consent not to be unreasonably withheld, conditioned, or the Transfer of such Partner’s Partnership interestsdelayed).

Partnership Representative. (a) Sxxxxx X. Xxxxxx The General Partner is designated as the Tax Matters Partner with respect to taxable periods beginning before January 1, 2018. Subject to the provisions hereof, with respect to taxable periods beginning on or after January 1, 2018, the “partnership representative” (of the “Partnership Representative”) as provided in defined for purposes of Section 6223 of the Code Section 6223(a) (or and under any applicable state or local law providing for an analogous capacity). Notwithstanding anything herein to the contrary, any expenses incurred by the Partnership Representative in carrying out its responsibilities and duties in such capacity under this Agreement shall be an expense of the Partnership for which the Partnership Representative shall be reimbursed by the Partnership. The General Partners shall have the power to designate a successor Partnership Representative and, if a successor Partnership Representative is not an individual, to appoint an individual (the “Designated IndividualPartnership Representative”) meeting shall be the requirements of Treasury Regulation Section 301.6223-1(c)(3) as General Partner or such other Person whom the sole person authorized General Partner may designate with respect to represent the Partnership Representative in audits and other proceedings governed by Code Sections 6221 through 6241 (together with any regulatory or other administrative guidance promulgated thereunder, and any successor provisions, the “Partnership Tax Audit Rules”), as permitted by the Partnership Audit Rules. (b) such taxable period. The Partnership Representative is authorized and required to represent the Partnership Partnership, at the Partnership’s expense, in connection with all examinations of the Partnership’s affairs of the Partnership by any federal, state, local, or foreign taxing authoritytax authorities, including any resulting administrative and judicial proceedings, and to expend Partnership funds of the Partnership for professional services and costs associated therewith. Each Partner agrees that The Partnership Representative shall exercise any action taken by and all authority of the partnership representative under the Code, including, without limitation, binding the Partnership Representative in connection with audits of and the Partnership (including actions by a Designated Individual in an audit governed by the Partnership Tax Audit Rules) shall be binding upon such Partner and that such Partner shall not independently act Partners with respect to tax audits matters and determining whether to make any available election under Section 6226 of the Code or tax litigation affecting an analogous election under state or local law, which election permits the Partnership. The Partnership to pass any partnership adjustment through to Persons who were Partners of the Partnership in the year to which such partnership adjustment relates, and the Partnership Representative shall have sole discretion the authority to determine make such election with respect to any such Person irrespective of whether such Person is a Partner of the Partnership (either on its own behalf or on behalf at the time such election is made. Each Partner, during and after the time that such Person is a Partner of the Partners) will contest or continue to contest any tax deficiencies assessed or proposed to be assessed by any Taxing Authority. Each Partner Partnership, agrees to cooperate with the Partnership Representative General Partner and to do or refrain from doing any or all things reasonably required by the Partnership Representative. For Persons that are not tax-exempt entities (as defined in Section 168(h)(2) of the Code) and subject to the Partnership Representative’s discretion to seek modifications of an imputed underpayment, this cooperation includes (i) filing amended federal, state or local tax returns, paying any additional tax (including interest, penalties and other additions to tax), and providing the Partnership Representative with an affidavit swearing to those facts (all within the requisite time periods), and (ii) providing any other information requested by the Partnership Representative with respect in order to the conduct of examinations by Taxing Authorities and any resulting proceedings; provided, that a Partner shall not be required to file an amended federal income tax return, as described in Code Section 6225(c)(2)(A). (c) Except as otherwise set forth herein, in the event seek modifications of an audit imputed underpayment. For Persons that are tax-exempt entities (as defined in Section 168(h)(2) of the Partnership that is Code) and subject to the Partnership Tax Audit Rules or any analogous provision Representative’s discretion to seek modifications of state or local lawan imputed underpayment, this cooperation includes providing the Partnership Representative and, as applicable, with information necessary to establish the Designated Individual, shall have the right Person’s tax-exempt status. This agreement to make any and all elections and to take any actions that cooperate applies irrespective of whether such Persons are available to be made or taken by Partners of the Partnership Representative, at the Designated Individual, or the Partnership under the Partnership Tax Audit Rules. To the extent that the Partnership Representative and, as applicable, Designated Individual do not make an election under Code Section 6221(b), the Partnership Representative and, as applicable, the Designated Individual shall use commercially reasonable efforts to reduce to the extent possible the amount of tax owed by the Partnership pursuant to an audit under the Partnership Tax Audit Rules (or analogous state or local partnership audit procedures) by either (i) making any modifications available under Code Section 6225(c)(3), (4), and (5) (or analogous provisions of state or local law) or (ii) making a timely election under Code Section 6226 (or an analogous provision of state or local law). If an election under Code Section 6226(a) is made, the Partnership shall furnish to each Partner for the year under audit a statement time of the Partner’s share of any adjustment set forth in the notice of final partnership adjustment, and each Partner shall take such adjustment into account as required under Code Section 6226(b)requested cooperation. (db) Each Partner agrees that such Partner notice of or updates regarding tax controversies shall not treat any Partnership item inconsistently on such Partner’s federal, state, foreign, be deemed conclusively to have been given or other income tax return with the treatment of the item on the Partnership’s return. Any deficiency for taxes imposed on any Partner (including penalties, additions to tax, or interest imposed with respect to such taxes and any tax deficiency imposed pursuant to Code Section 6226) will be paid made by such Partner and if required to be paid (and actually paid) by the Partnership, will be recoverable from such Partner by the Partnership. (e) The Partnership shall defend, indemnify, and hold harmless the Partnership Representative and any Designated Individual against any and all liabilities sustained as a result of any act or decision concerning Partnership tax matters and within the scope of such person’s responsibilities as if the Partnership Representative has either (i) filed the information for which notice is required with the Commission via its Electronic Data Gathering, Analysis and Designated IndividualRetrieval system and such information is publicly available on such system or (ii) made the information for which notice is required available on any internet site maintained by the Partnership and accessible to Partners and affected former Partners, as applicable, whether or not such a Person remains a Partner in the Partnership at the time such information is so long as such act or decision was done or made in good faith and did not constitute gross negligence or willful misconduct. (f) available. Notwithstanding anything herein to the contrary, any expenses incurred by nothing in this provision shall obligate the Partnership Representative to provide notice to Partners or a Designated Individual in carrying out their responsibilities and duties in such capacity under this Agreement shall be an expense of the Partnership for which the Tax Matters Representative or the Designated Individual shall be reimbursed other Persons other than as required by the PartnershipCode. (gc) The General Partner may amend the provisions of this Section 12.3 and Agreement as it determines appropriate to satisfy any requirements, conditions, or guidelines set forth in any amendment to the obligations provisions of a Partner or former Partner pursuant to Section 12.3 shall survive the termination, dissolution, liquidation, and winding up Subchapter C of Chapter 63 of Subtitle F of the Partnership and Code, any analogous provisions of the withdrawal laws of such Partner from the Partnership any state or locality, or the Transfer promulgation of such Partner’s Partnership interestsregulations or publication of other administrative guidance thereunder.

Partnership Representative. xxxvi (a) Sxxxxx X. Xxxxxx The NiSource Member is hereby designated as the “partnership representative” (the “Partnership Representative”) as provided in ” within the meaning of Code Section 6223(a) (or under any applicable state or local law providing for an analogous capacity)of the Company. Notwithstanding anything herein The Partnership Representative shall, if required, designate from time to time a “designated individual” to act on behalf of the contraryPartnership Representative, any expenses incurred and such designated individual shall be subject to replacement by the Partnership Representative in carrying out its responsibilities accordance with the Code and duties in such capacity under this Agreement shall be an expense of the Partnership Treasury Regulations. If any state or local tax law provides for which a tax matters partner, partnership representative, or person having similar rights, powers, authority, or obligations, the Partnership Representative shall be reimbursed by the Partnershipalso serve in such capacity. The General Partners shall have the power to designate a successor Partnership Representative and, if a successor Partnership Representative is not an individual, to appoint an individual (the “Designated Individual”) meeting the requirements of Treasury Regulation Section 301.6223-1(c)(3) as the sole person authorized to represent the Partnership Representative in audits and other proceedings governed by Code Sections 6221 through 6241 (together with any regulatory or other administrative guidance promulgated thereunder, and any successor provisions, the “Partnership Tax Audit Rules”), as permitted by the Partnership Audit Rules. (b) The Partnership Representative is authorized and required to represent the Partnership in connection Company before the Internal Revenue Service and any other governmental agency with jurisdiction, make all examinations of decisions regarding permitted elections under the affairs of the Partnership by any federalCode, state, local, or foreign taxing authority, including any resulting administrative and judicial proceedingsTreasury Regulations, and to expend funds of the Partnership for professional services other state and costs associated therewith. Each Partner agrees that any action taken by the Partnership Representative in connection with audits of the Partnership (including actions by a Designated Individual in an audit governed by the Partnership Tax Audit Rules) shall be binding upon such Partner and that such Partner shall not independently act local tax law with respect to tax audits or tax litigation affecting proceedings; provided, however, the Partnership. The Partnership Representative shall have sole discretion to determine whether not enter into any settlement or similar agreement without the Partnership (either on its own behalf or on behalf consent of the Partners) will contest or continue to contest any tax deficiencies assessed or proposed Board (such consent not to be assessed by any Taxing Authorityunreasonably withheld, conditioned, or delayed). Each Partner agrees All Members (and former Members) agree to cooperate with the Partnership Representative with, and to do or and refrain from doing any or all things reasonably requested required by the Partnership Representative in connection with the conduct of all such proceedings or to otherwise allow the Company and the Partnership Representative to comply with the partnership audit provisions of the Code, Treasury Regulations, and similar state and local law. All Members shall cooperate in good faith to amend this Section 10.2 or other provisions of this Agreement as necessary to reflect any statutory amendments or the promulgation of Treasury Regulations or other administrative authority promulgated under the Partnership Audit Rules so as to, to the extent possible, preserve the relative rights, duties, and obligations of the Members hereunder. The Company shall, to the fullest extent permitted by law, reimburse and indemnify the Partnership Representative for all third-party expenses (including legal and accounting fees), claims, liabilities, losses, and damages incurred as the Partnership Representative in connection with any examination, administrative, or judicial proceeding, or otherwise acting in its capacity as Partnership Representative. (b) Notwithstanding anything to the contrary in this Agreement, each Member (including, for purposes of this Section 10.2, any Person who is or becomes a Member but who for any reason ceases to be a Member) (i) hereby covenants to treat each item of income, gain, loss, deduction, or credit attributable to the Company in a manner consistent with the treatment of such income, gain, loss deduction, or credit on the tax return of the Company or as determined in a notice of final partnership adjustment pursuant to Section 6226 of the Code, (ii) hereby agrees to indemnify and hold harmless the Company from such Member’s share of any tax and any penalties, interest, and additions to tax attributable to any adjustment to the income, gain, loss, deduction, or credit of the Company pursuant to Section 6226 of the Code, and (iii) hereby agrees to take all other actions as the Partnership Representative may reasonably direct with respect to the conduct Member’s (or, in respect of examinations the Member, the Company’s) tax liabilities, which shall not include filing an amended return for any “reviewed year” to account for all adjustments under Section 6225(a) of the Code properly allocable to the Member as provided in and otherwise contemplated by Taxing Authorities Section 6225(c) of the Code and any resulting proceedings; provided, Treasury Regulations that a Partner shall not may be required to file an amended federal income tax return, as described in Code Section 6225(c)(2)(A). (c) Except as otherwise set forth herein, in promulgated thereunder. If the event of an audit of the Partnership that is subject to the Partnership Tax Audit Rules Company or any analogous provision of state other entity in which the Company holds an interest is obligated to pay any amount to a governmental agency or local law, the Partnership Representative and, as applicable, the Designated Individual, shall have the right body or to make any and all elections and to take any actions that are available to be made or taken by the Partnership Representative, the Designated Individual, or the Partnership under the Partnership Tax Audit Rules. To the extent that the Partnership Representative and, as applicable, Designated Individual do not make an election under Code Section 6221(b), the Partnership Representative and, as applicable, the Designated Individual shall use commercially reasonable efforts to reduce to the extent possible the amount of tax owed by the Partnership pursuant to an audit under the Partnership Tax Audit Rules other Person (or analogous state or local partnership audit proceduresotherwise makes a payment) by either (i) making any modifications available under Code Section 6225(c)(3), (4), and (5) (or analogous provisions of state or local law) or (ii) making a timely election under Code Section 6226 (or an analogous provision of state or local law). If an election under Code Section 6226(a) is made, the Partnership shall furnish to each Partner for the year under audit a statement of the Partner’s share of any adjustment set forth in the notice of final partnership adjustment, and each Partner shall take such adjustment into account as required taxes arising under Code Section 6226(b). (d) Each Partner agrees that such Partner shall not treat any Partnership item inconsistently on such Partner’s a federal, state, foreign, or local tax audit or other income tax return with the treatment of the item on the Partnership’s return. Any deficiency for taxes imposed on any Partner (including penalties, additions to tax, or interest imposed with respect to such taxes proceeding and any tax deficiency imposed pursuant to Code Section 6226) will be paid by such Partner and if required to be paid (and actually paid) by the Partnership, will be recoverable from such Partner by the Partnership. (e) The Partnership shall defend, indemnify, and hold harmless the Partnership Representative and any Designated Individual against any and determines that all liabilities sustained as or a result of any act or decision concerning Partnership tax matters and within the scope portion of such person’s responsibilities as payment is specifically attributable to a Member (or former Member), then such Member (or former Member) shall reimburse the Partnership Representative Company in full for the entire amount paid (including any interest, penalties, and Designated Individual, as applicable, so long as expenses associated with such act or decision was done or made in good faith and did not constitute gross negligence or willful misconduct. (f) Notwithstanding anything herein to the contrary, any expenses incurred by the Partnership Representative or a Designated Individual in carrying out their responsibilities and duties in such capacity under this Agreement shall be an expense of the Partnership for which the Tax Matters Representative or the Designated Individual shall be reimbursed by the Partnership. (g) payment). The provisions of this Section 12.3 and the obligations of a Partner or former Partner pursuant to Member under this Section 12.3 10.2 shall survive such Member’s sale or other disposition of its interests in the Company and the termination, dissolution, liquidation, and or winding up of the Company. (c) The Partnership Representative (i) shall keep the Investor Members reasonably informed of any material tax audit, settlement or proceeding and (ii) shall not settle or otherwise compromise a material tax audit, settlement or proceeding that would have a material adverse impact on either Investor Member, without the withdrawal of BIP Investor Member’s prior written consent (such Partner from the Partnership consent not to be unreasonably withheld, conditioned, or the Transfer of such Partner’s Partnership interestsdelayed).

Partnership Representative. The provisions of this Section 8.7 shall apply for taxable years beginning after December 31, 2017 (or any earlier year, if the Board of Directors so elects). (a) Sxxxxx X. Xxxxxx is designated as the “The Board of Directors shall designate a partnership representative” representative (in such capacity, the “Partnership Representative”) to act under Section 6223 of the Code and in any similar capacity under state, local and/or non-United States law, as provided in Code Section 6223(a) (or under any applicable state or local law providing for an analogous capacity)applicable. Notwithstanding anything herein The Board of Directors has initially designated the Chief Financial Officer of the Company to serve as the contrary, any expenses incurred Partnership Representative. The Partnership Representative may be removed and replaced by the Partnership Representative Board of Directors at any time in carrying out its responsibilities and duties in such capacity under this Agreement shall be an expense of the Partnership for which the Partnership Representative shall be reimbursed by the Partnership. The General Partners shall have the power to designate a successor Partnership Representative and, if a successor Partnership Representative is not an individual, to appoint an individual (the “Designated Individual”) meeting the requirements of Treasury Regulation Section 301.6223-1(c)(3) as the sole person authorized to represent the Partnership Representative in audits and other proceedings governed by Code Sections 6221 through 6241 (together with any regulatory or other administrative guidance promulgated thereunder, and any successor provisions, the “Partnership Tax Audit Rules”), as permitted by the Partnership Audit Rulesdiscretion. (b) The Partnership Representative is Representative, in consultation with the Company’s finance and audit committee and/or such other committee designated by the Board of Directors, shall be authorized and required to represent the Partnership Company (at the Company’s expense) in connection with all examinations of the Company’s affairs of the Partnership by any federal, state, local, or foreign taxing authoritytax authorities, including any resulting administrative and judicial proceedings, and to expend Company funds of the Partnership for professional services and costs associated other expenses reasonably incurred in connection therewith. Each Partner agrees that any action taken by The Partnership Representative may authorize a Member (in such capacity, an “Authorized Member”) to assist the Partnership Representative in representing the Company (at the Company’s expense) in connection with audits of the Partnership (including actions by a Designated Individual in an audit governed by the Partnership Tax Audit Rules) shall be binding upon any such Partner and that such Partner shall not independently act with respect to tax audits or tax litigation affecting the Partnership. The Partnership Representative shall have sole discretion to determine whether the Partnership (either on its own behalf or on behalf of the Partners) will contest or continue to contest any tax deficiencies assessed or proposed to be assessed by any Taxing Authorityexamination. Each Partner Member agrees to cooperate with the Partnership Representative Company and to do or refrain from doing any or all things reasonably requested by the Partnership Representative Company with respect to the conduct of examinations by Taxing Authorities such proceedings. The Partnership Representative shall be authorized to make any available election, to the extent eligible, under Code Sections 6221 through 6241 and take any resulting proceedings; providedaction he/she deems necessary or appropriate to comply with the requirements of the Code and the conduct of the Company under Code Sections 6221 through 6241, that a Partner shall not be required to file an amended federal income tax return, as described but in Code Section 6225(c)(2)(A)each case only with the approval of the Board of Directors. (c) Except as otherwise set forth herein, in the event of an audit of the Partnership that is subject to the Partnership Tax Audit Rules or any analogous provision of state or local law, the The Partnership Representative andshall keep all Members reasonably advised on a current basis of any contacts by or discussions with the tax authorities, as applicable, and the Designated Individual, Members shall have the right to make observe and participate through representatives of their own choosing (at their sole expense) in any and all elections and tax proceedings, to take any actions that are available to be made or taken the extent permitted by the Partnership Representativerelated tax authority. (d) Except as expressly provided otherwise in Article VII, the Designated IndividualMembers shall have no claim against the Company, or the Partnership under the Partnership Tax Audit Rules. To the extent that Board of Directors, the Partnership Representative andor any Authorized Member for any form of damages or liability as a result of actions taken or remedies pursued by or on behalf of the Company in order to comply with Sections 6221 through 6241 of the Code or similar provisions of state, as applicablelocal and/or non-United States Law. (e) In the case of any adjustment by the IRS in the amount of any item of income, Designated Individual do not make an election under Code Section 6221(bgain, loss, deduction, or credit of the Company or any Member’s distributive share thereof (“IRS Adjustment”), the Partnership Representative andshall respond to such IRS Adjustment in accordance with this Agreement, as applicableapproved by the Board of Directors. “Adjustment Year” means (1) in the case of an adjustment pursuant to the decision of a court, the Designated Individual shall use commercially reasonable efforts to reduce to Company’s taxable year in which the extent possible decision becomes final; (2) in the amount case of tax owed by an administrative adjustment request, the Partnership pursuant to an audit under Company’s taxable year in which the Partnership Tax Audit Rules (or analogous state or local partnership audit procedures) by either (i) making any modifications available under Code Section 6225(c)(3), (4), and (5) (or analogous provisions of state or local law) administrative adjustment is made; or (ii3) making a timely election under Code Section 6226 (or an analogous provision of state or local law). If an election under Code Section 6226(a) is madein any other case, the Partnership shall furnish to each Partner for the Company’s taxable year under audit a statement of the Partner’s share of any adjustment set forth in which the notice of final partnership adjustment, and each Partner shall take such adjustment into account as required under Code Section 6226(b). (d) Each Partner agrees that such Partner shall not treat any Partnership item inconsistently on such Partneris mailed. “Reviewed Year” means the Company’s federal, state, foreign, or other income tax return with the treatment of taxable year to which the item on the Partnership’s return. Any deficiency for taxes imposed on any Partner (including penalties, additions to tax, or interest imposed with respect to such taxes and any tax deficiency imposed pursuant to Code Section 6226) will be paid by such Partner and if required to be paid (and actually paid) by the Partnership, will be recoverable from such Partner by the Partnershipbeing adjusted related. (e) The Partnership shall defend, indemnify, and hold harmless the Partnership Representative and any Designated Individual against any and all liabilities sustained as a result of any act or decision concerning Partnership tax matters and within the scope of such person’s responsibilities as the Partnership Representative and Designated Individual, as applicable, so long as such act or decision was done or made in good faith and did not constitute gross negligence or willful misconduct. (f) Notwithstanding anything herein to the contrary, any expenses incurred by the Partnership Representative or a Designated Individual in carrying out their responsibilities and duties in such capacity under this Agreement shall be an expense of the Partnership for which the Tax Matters Representative or the Designated Individual shall be reimbursed by the Partnership. (g) The provisions of this Section 12.3 and the obligations of a Partner or former Partner pursuant to Section 12.3 shall survive the termination, dissolution, liquidation, and winding up of the Partnership and the withdrawal of such Partner from the Partnership or the Transfer of such Partner’s Partnership interests.

Partnership Representative. (a) Sxxxxx X. Xxxxxx A. The General Partner is hereby designated to serve as the “partnership representative” with respect to the Partnership, as provided in Section 6223(a) of the Partnership Audit Rules (the “Partnership Representative”) as provided in Code Section 6223(a) (or under any applicable state or local law providing for an analogous capacity). Notwithstanding anything herein to For each taxable year in which the contraryPartnership Representative is an entity, any expenses incurred the Partnership shall appoint the “designated individual” identified by the Partnership Representative in carrying out its responsibilities and duties in such capacity under this Agreement shall be an expense to act on behalf of the Partnership for which Representative in accordance with the Partnership Representative shall be reimbursed by the Partnership. The General Partners shall have the power to designate a successor Partnership Representative and, if a successor Partnership Representative is not an individual, to appoint an individual applicable Treasury Regulations (the “Designated Individual”) meeting ). Each Partner expressly consents to such designations and agrees that it will execute, acknowledge, deliver, file and record at the requirements of Treasury Regulation Section 301.6223-1(c)(3) appropriate public offices such documents as may be necessary or appropriate to evidence such consent. B. The Partnership Representative shall have the sole person authorized authority to represent act on behalf of the Partnership in connection with and make all relevant decisions regarding application of the Partnership Audit Rules, including, but not limited to, any elections under the Partnership Audit Rules or any decisions to settle, compromise, challenge, litigate or otherwise alter the defense of any proceeding before the IRS. C. The Partners agree to cooperate in good faith to timely provide information requested by the Partnership Representative in audits and other proceedings governed by Code Sections 6221 through 6241 (together as needed to comply with any regulatory or other administrative guidance promulgated thereunder, and any successor provisions, the “Partnership Tax Audit Rules”), including, without limitation, to make any elections available to the Partnership under the Partnership Audit Rules. Each Partner agrees that, upon request of the Partnership, such Partner shall take such actions as permitted may be necessary or desirable (as determined by the Partnership Representative) to (i) allow the Partnership to comply with the provisions of Section 6226 of the Partnership Audit Rules so that any “partnership adjustments” (as defined in Section 6241(2) of the Partnership Audit Rules) are taken into account by the Partners and former Partners rather than the Partnership; (ii) use the provisions of Section 6225(c) of the Partnership Audit Rules including, but not limited to, filing amended tax returns with respect to any “reviewed year” (within the meaning of Section 6225(d)(1) of the Partnership Audit Rules) or using the alternative procedure to filing amended returns to reduce the amount of any partnership adjustment otherwise required to be taken into account by the Partnership or (iii) otherwise allow the Partnership and its Partners to address and respond to any matters arising under the Partnership Audit Rules. (b) The D. Notwithstanding other provisions of this Agreement to the contrary, if any partnership adjustment is determined with respect to the Partnership, the Partnership Representative is authorized and required to represent may cause the Partnership in connection with all examinations of the affairs to elect pursuant to Section 6226 of the Partnership by Audit Rules to have such adjustment passed through to the Partners for the year to which the adjustment relates (i.e., the “reviewed year” within the meaning of Section 6225(d)(1) of the Partnership Audit Rules). In the event that the Partnership Representative has not caused the Partnership to so elect pursuant to Section 6226 of the Partnership Audit Rules, then any federal, state, local, “imputed underpayment” (as determined in accordance with Section 6225 of the Partnership Audit Rules) or foreign taxing authority, including any resulting administrative and judicial proceedings, and partnership adjustment that does not give rise to expend funds an “imputed underpayment” shall be apportioned among the Partners of the Partnership for professional services and costs associated therewith. Each Partner agrees that any action taken the taxable year in which the adjustment is finalized in such manner as may be necessary (as determined by the Partnership Representative in connection with audits good faith) so that, to the maximum extent possible, the tax and economic consequences of the imputed underpayment or other partnership adjustment and any associated interest and penalties (any such amount, an “Imputed Underpayment Amount”) are borne by the Partners based upon their interests in the Partnership for the reviewed year. Imputed Underpayment Amounts also shall include any imputed underpayment within the meaning of Section 6225 of the Partnership Audit Rules paid (including actions by a Designated Individual in an audit governed by the Partnership Tax Audit Rulesor payable) shall be binding upon such Partner and that such Partner shall not independently act with respect to tax audits or tax litigation affecting the Partnership. The Partnership Representative shall have sole discretion to determine whether the Partnership (either on its own behalf or on behalf of the Partners) will contest or continue to contest any tax deficiencies assessed or proposed to be assessed by any Taxing Authority. Each Partner agrees to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably requested by the Partnership Representative with respect to the conduct of examinations by Taxing Authorities and any resulting proceedings; provided, that entity treated as a Partner shall not be required to file an amended partnership for U.S. federal income tax return, as described purposes in Code Section 6225(c)(2)(A). (c) Except as otherwise set forth herein, in the event of an audit of which the Partnership that is subject holds (or has held) a direct or indirect interest other than through entities treated as corporations for U.S. federal income tax purposes to the Partnership Tax Audit Rules or any analogous provision of state or local law, the Partnership Representative and, as applicable, the Designated Individual, shall have the right to make any and all elections and to take any actions that are available to be made or taken by the Partnership Representative, the Designated Individual, or the Partnership under the Partnership Tax Audit Rules. To the extent that the Partnership Representative andbears the economic burden of such amounts, as applicable, Designated Individual do not make an election under Code Section 6221(b), whether by law or contract. E. Each Partner agrees to indemnify and hold harmless the Partnership Representative and, as applicable, the Designated Individual shall use commercially reasonable efforts from and against any liability with respect to reduce to the extent possible the amount of tax owed by the Partnership pursuant to an audit under the Partnership Tax Audit Rules (or analogous state or local partnership audit procedures) by either (i) making any modifications available under Code Section 6225(c)(3), (4), and (5) (or analogous provisions of state or local law) or (ii) making a timely election under Code Section 6226 (or an analogous provision of state or local law). If an election under Code Section 6226(a) is made, the Partnership shall furnish to each Partner for the year under audit a statement of the such Partner’s share of any adjustment tax deficiency paid or payable by the Partnership that is allocable to the Partner as determined in accordance with the second to last sentence of paragraph (D) above with respect to an audited or reviewed taxable year for which such Partner was a partner in the Partnership. The obligations set forth in this paragraph (E) shall survive the notice termination of final partnership adjustmentany Partner’s interest in the Partnership, the termination of this Agreement and/or the termination, dissolution, liquidation or winding up of the Partnership, and shall remain binding on each Partner for the period of time necessary to resolve with the IRS (or any other applicable taxing authority) all income tax matters relating to the Partnership and for Partners to satisfy their indemnification obligations, if any, pursuant to this Section 10.4. Any obligation of a Partner pursuant to this paragraph (E) shall take such adjustment into account as required under Code Section 6226(b). (d) Each Partner agrees that be implemented through adjustments to distributions otherwise payable to such Partner shall not treat any as determined in accordance with Article 5; provided however, that, at the written request of the Partnership item inconsistently on Representative, each Partner or former Partner may be required to contribute to the Partnership such Partner’s federal, state, foreign, or other income tax return with the treatment of the item on the Partnership’s return. Any deficiency for taxes Imputed Underpayment Amount imposed on any Partner (including penalties, additions to tax, or interest imposed with respect to such taxes and any tax deficiency imposed pursuant to Code Section 6226) will be paid by such Partner and if required to be paid (and actually paid) by the Partnership; provided further, will be recoverable from that if a Partner or former Partner individually directly pays, pursuant to the Partnership Audit Rules, any such Imputed Underpayment Amount, then such payment shall reduce any offset to distribution or required capital contribution of such Partner by the Partnershipor former Partner. Any amount withheld from distributions pursuant to this paragraph (E) shall be treated as an amount distributed to such Partner or former Partner for all purposes under this Agreement. (e) The Partnership shall defend, indemnify, and hold harmless the Partnership Representative and any Designated Individual against any and all liabilities sustained as a result of any act or decision concerning Partnership tax matters and within the scope of such person’s responsibilities as the Partnership Representative and Designated Individual, as applicable, so long as such act or decision was done or made in good faith and did not constitute gross negligence or willful misconduct. (f) Notwithstanding anything herein to the contrary, any F. All expenses incurred by the Partnership Representative or a Designated Individual in carrying out their responsibilities and connection with its duties in such capacity under this Agreement as partnership representative or designated individual, as applicable, shall be an expense expenses of the Partnership (including, for which the Tax Matters avoidance of doubt, any costs and expenses incurred in connection with any claims asserted against the Partnership Representative or Designated Individual, as applicable, except, in the case of the Partnership Representative, to the extent the Partnership Representative is determined to have performed its duties in the manner described in the final sentence of this paragraph (F), and the Partnership shall reimburse the Partnership Representative or Designated Individual, as applicable, for all such costs and expenses. Nothing herein shall be construed to restrict the Partnership Representative or Designated Individual from engaging lawyers, accountants, tax advisers, or other professional advisers or experts to assist the Partnership Representative or Designated Individual in discharging its duties hereunder. Neither the Partnership Representative nor the Designated Individual shall be reimbursed by liable to the Partnership. , any Partner or any Affiliate thereof for any costs or losses to any persons, any diminution in value or any liability whatsoever arising as a result of the performance of its duties pursuant to this Section 10.4; provided, however, that the Partnership Representative may be so liable if it or the Designated Individual has engaged in (gi) The provisions willful breach of any provision of this Section 12.3 and the obligations 10.4 or (ii) fraud, willful misconduct or gross negligence, in each case, with respect to its performance of a Partner or former Partner its duties pursuant to this Section 12.3 shall survive the termination, dissolution, liquidation, and winding up of the Partnership and the withdrawal of such Partner from the Partnership or the Transfer of such Partner’s Partnership interests10.4.

Partnership Representative. (a) Sxxxxx X. Xxxxxx The Members acknowledge that Section 1101 of the Bipartisan Budget Act is applicable to the Company as of January 1, 2018. Accordingly, (1) Pattern Member shall be designated as the “partnership representative” (the “Partnership Representative”) as provided in ” within the meaning of Code Section 6223(a6223 and shall designate the “designated individual” through whom it shall act in its capacity as Partnership Representative, (2) (or under any applicable state or local law providing for an analogous capacity). Notwithstanding anything herein to the contrary, any expenses incurred by the Partnership Representative will (or will cause the Company to) give notice to the other Members of any audit, administrative or judicial proceedings, meetings or conferences with the IRS or other similar matters that come to its attention, and (3) in carrying out its responsibilities the event that the Company is issued a final partnership adjustment, the Partnership Representative will undertake the "pull-in" procedure contemplated by Code Section 6225(c)(2)(B) with respect to such adjustment, or if the “pull-in” procedure is not available, the Partnership Representative will make the "push-out" election contemplated by Code Section 6226(a) in a timely manner, provided that the "push-out" election is available to the Company and duties in such capacity under this Agreement shall be an expense Members holding more than 50% of the Company units have not directed otherwise. If the Partnership for which Representative undertakes the "pull-in" procedure or makes the "push-out" election, the Partnership Representative shall be reimbursed by follow the Partnership. The General Partners shall have procedures required in connection with such procedure or election to make inapplicable to the power to designate a successor Partnership Representative and, if a successor Partnership Representative Company the requirement in Code Section 6225 that the Company pay any "imputed underpayment" as that term is not an individual, to appoint an individual (the “Designated Individual”) meeting the requirements of Treasury Regulation Section 301.6223-1(c)(3) as the sole person authorized to represent the Partnership Representative used in audits and other proceedings governed by Code Sections 6221 through 6241 (together with any regulatory or other administrative guidance promulgated thereunder, and any successor provisions, the “Partnership Tax Audit Rules”), as permitted by the Partnership Audit Rulessuch Section. (b) The Partnership Representative is authorized to take such actions and to execute and file all statements and forms and Tax returns on behalf of the Company which may be permitted or required to represent by the applicable provisions of the Code or Treasury Regulations issued thereunder, provided that the Partnership Representative may file suit only with Board Approval. The Partnership Representative shall act in connection with a similar capacity under any applicable non-U.S., state or local tax law. The Partnership Representative will not cause the Company to be treated as other than a “partnership” for federal income tax purposes. All reasonable out-of-pocket expenses incurred by the Partnership Representative while acting in such capacity shall be paid or reimbursed by the Company. The Partnership Representative shall, in its discretion, make any and all examinations elections applicable to the Company under the Code or state or local tax law. Notwithstanding the foregoing, the Partnership Representative shall (i) make an election under Code Section 754 to adjust the basis of the affairs Company’s property upon receipt of a written request from a Member and (ii) shall, to the extent permitted under applicable Law, adopt as the Company’s fiscal year the calendar year. (c) The Partnership Representative shall have the exclusive right and sole authority to act on behalf of the Partnership Company under Subchapter C of Section 63 of the Code (relating to IRS partnership audit proceedings) and in any tax proceedings brought by any federal, state, local, or foreign other taxing authority, including any resulting administrative and judicial proceedingsauthorities, and to expend funds of the Partnership for professional services Company and costs associated therewith. Each Partner agrees that any action all Members shall be bound by the actions taken by the Partnership Representative in connection with audits of the Partnership (including actions by a Designated Individual in an audit governed by the Partnership Tax Audit Rules) shall be binding upon such Partner and that such Partner shall not independently act with respect to tax audits or tax litigation affecting the Partnershipcapacity. The Partnership Representative shall have sole discretion to determine whether keep the Partnership (either Members informed on its own behalf or on behalf a timely basis of the Partners) will contest or continue to contest any tax deficiencies assessed or proposed to be assessed by any Taxing Authority. Each Partner agrees to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably requested by the Partnership Representative material developments with respect to any such proceeding and shall inform the conduct Members of examinations by Taxing Authorities and any resulting proceedings; provided, that a Partner shall not be required to file an amended federal income tax return, material decision or actions it takes in its capacity as described in Code Section 6225(c)(2)(A)Partnership Representative. (cd) Except as otherwise set forth herein, in In the event of an audit any “imputed underpayment” within the meaning of Section 6225 of the Partnership that is subject to the Partnership Tax Audit Rules or any analogous provision of state or local law, the Partnership Representative and, as applicable, the Designated Individual, shall have the right to make any and all elections and to take any actions that are available to be made or taken Code paid by the Partnership RepresentativeCompany as a result of an adjustment with respect to any Company item, the Designated Individualincluding any interest or penalties with respect to any such adjustment (collectively, or the Partnership under the Partnership Tax Audit Rules. To the extent that the Partnership Representative and, as applicable, Designated Individual do not make an election under Code Section 6221(b“Imputed Underpayment Amount”), the Partnership Representative and, as applicable, the Designated Individual shall use commercially reasonable efforts to allocate the burden of (or any decrease in Distributable Cash resulting from) any taxes, penalties or interest imposed on the Company pursuant to Code Sections 6225 and 6232 among the Members and former Members in a reasonable manner based on the status, actions, inactions or other attributes of each Member and taking into account whether such Member has filed an amended return for its taxable year that includes the end of the reviewed year of the Company and paid any tax due shown thereon in order to modify or reduce to the extent possible the amount of the Imputed Adjustment Amount under Section 6225(c)(2). Any amounts allocated to a Member pursuant to the preceding sentence will be treated as withholding tax owed that arises as a result of the status or other matters that are particular to a Member. If the Company becomes liable for any taxes, interest or penalties under Section 6225 of the Code (following a final determination of such liability by the Partnership pursuant to an audit under the Partnership Tax Audit Rules (or analogous state or local partnership audit procedures) by either (i) making any modifications available under Code Section 6225(c)(3relevant governmental authority), (4), and (5) (or analogous provisions each Member that was a Member of state or local law) or (ii) making a timely election under Code Section 6226 (or an analogous provision of state or local law). If an election under Code Section 6226(a) is made, the Partnership shall furnish to each Partner Company for the taxable year under audit a statement of the Partner’s share of any adjustment set forth in the notice of final partnership adjustment, and each Partner to which such liability relates shall take such adjustment into account as required under Code Section 6226(b). (d) Each Partner agrees that such Partner shall not treat any Partnership item inconsistently on such Partner’s federal, state, foreign, or other income tax return with the treatment of the item on the Partnership’s return. Any deficiency for taxes imposed on any Partner (including penalties, additions to tax, or interest imposed with respect to such taxes and any tax deficiency imposed pursuant to Code Section 6226) will be paid by such Partner and if required to be paid (and actually paid) by the Partnership, will be recoverable from such Partner by the Partnership. (e) The Partnership shall defend, indemnify, indemnify and hold harmless the Company for such Person’s allocable share of the amount of such tax liability, including any interest and penalties associated therewith, as reasonably determined by the Partnership Representative. Each Member acknowledges and agrees that (a) it may be required to provide the Partnership Representative with documents, information, assistance or cooperation in connection with the requirements imposed on the Company pursuant to Sections 6221 through 6241 of the Code, together with any guidance issued thereunder, and any Designated Individual against any and all liabilities sustained (b) if it fails to provide such documentation, information, assistance or cooperation (including as a result of a Member not being eligible to provide any act requested documentation), any taxes, penalties or decision concerning Partnership tax matters and within interest imposed on the scope Company as a result of such person’s responsibilities failure will be treated for all purposes of this Agreement (including Section 5.05) as the Partnership Representative and Designated Individual, as applicable, so long as such act or decision was done or made in good faith and did not constitute gross negligence or willful misconduct. (f) Notwithstanding anything herein amounts that are determined by reference to the contrary, any expenses incurred by the Partnership Representative or a Designated Individual in carrying out their responsibilities and duties in such capacity under this Agreement shall be an expense of the Partnership for which the Tax Matters Representative or the Designated Individual shall be reimbursed by the Partnership. (g) The provisions of this Section 12.3 and the obligations status of a Partner Member (or former Partner pursuant to Section 12.3 shall survive the termination, dissolution, liquidation, and winding up of the Partnership and the withdrawal of such Partner from the Partnership or the Transfer of such Partner’s Partnership interestsits beneficial owners)).

Partnership Representative. (a) Sxxxxx X. Xxxxxx is designated as Subject to the provisions hereof, the Corporation shall designate each year a “partnership representative” of the Company pursuant to Code Section 6223(a) and any corresponding state or local law (the “Partnership Representative”) ), which may be the Corporation and shall be the Corporation if no other person is designated. The Partnership Representative shall designate from time to time a “designated individual” to act on behalf of the Partnership Representative, and such designated individual shall be subject to replacement by the Partnership Representative. The Partnership Representative shall have the right and obligation to take all actions authorized and required, respectively, for the Partnership Representative as provided in Code Section 6223(a) (Sections 6222 through 6241, any Treasury Regulations issued or under other guidance thereunder and any applicable comparable state or local law providing for an analogous capacity). Notwithstanding anything herein to the contrary, any expenses incurred by the Partnership Representative in carrying out its responsibilities and duties in such capacity under this Agreement shall be an expense of the Partnership for which the Partnership Representative shall be reimbursed by the Partnership. The General Partners shall have the power to designate a successor Partnership Representative and, if a successor Partnership Representative is not an individual, to appoint an individual (the “Designated Individual”) meeting the requirements of Treasury Regulation Section 301.6223-1(c)(3) as the sole person authorized to represent the Partnership Representative in audits and other proceedings governed by Code Sections 6221 through 6241 (together with any regulatory or other administrative guidance promulgated thereunder, and any successor provisions, the “Partnership Tax Audit Rules”), as permitted by the Partnership Audit Rules. (b) The Partnership Representative and is authorized and required to represent the Partnership Company (at the Company’s expense) in connection with all examinations of the Company’s affairs of the Partnership by any federal, state, local, or foreign taxing authoritytax authorities, including any resulting administrative and judicial proceedings, and to expend Company funds of the Partnership for professional services and costs associated reasonably incurred in connection therewith. Each Partner agrees ; provided that any action taken by the Partnership Representative in connection with audits of the Partnership (including actions by a Designated Individual in an audit governed by shall not elect to apply the Partnership Tax Audit Rules) shall be binding upon such Partner and that such Partner shall not independently act with respect Rules for any taxable year beginning prior to tax audits or tax litigation affecting the Partnership. The Partnership Representative shall have sole discretion to determine whether the Partnership (either on its own behalf or on behalf of the Partners) will contest or continue to contest any tax deficiencies assessed or proposed to be assessed by any Taxing AuthorityJanuary 1, 2018. Each Partner Member agrees to cooperate with the Partnership Representative Company and to do or refrain from doing any or all things reasonably requested by the Partnership Representative Company with respect to the conduct of examinations such proceedings. The Partnership Representative shall keep all Members fully advised on a current basis of any contacts by Taxing Authorities or discussions with the tax authorities. All expenses incurred by the Partnership Representative in connection with the Company shall be borne by the Company. Any amounts paid by the Partnership Representative on behalf of the Company shall constitute an advance to the Company subject to reimbursement and not a contribution to its capital. The Partnership Representative is authorized to employ such accountants, attorneys and agents as it, in its sole and absolute discretion, determines are necessary to or useful in the performance of its duties. In the event the Person serving as the Partnership Representative resigns or ceases to be the Partnership Representative for any resulting proceedings; providedreason, that a Partner successor Partnership Representative shall be appointed by the Corporation. Any person who serves as the Partnership Representative shall not be required liable to file an amended federal income tax returnthe Company or any Member for any action it takes or fails to take in such capacity, unless such action or failure to act constitutes bad faith, willful misconduct, fraud or a material breach of this Agreement. The Company shall indemnify the Partnership Representative as described provided in Section 7.04. (b) If the Company receives a notice of final partnership adjustment from the Internal Revenue Service, the Partnership Representative may (i) elect to apply the provisions of Section 6225 of the Code with respect to any imputed underpayment arising from such adjustment and/or (ii) cause the Company to (x) elect the application of Section 6225(c)(2)(A6226 of the Code, with respect to any imputed underpayment arising from such adjustment, and (y) furnish to each Member, and former Member (as applicable), a statement of such Member’s share (based on the year to which such adjustment relates) of any adjustment to income, gain, loss, deduction or credit (as determined in the notice of final partnership adjustment). (c) Except as otherwise set forth herein, in the event of an audit of Upon the Partnership that is subject Representative’s request, each Member shall provide to the Partnership Tax Audit Rules or Representative within the required time frame any analogous provision of state or local law, information that the Partnership Representative and, as applicable, believes may be necessary or appropriate to resolve any tax issue relating to the Designated Individual, shall have the right Company or Buddy’s or comply with or be eligible to make invoke any and all elections and to take any actions that are available to be made or taken by the Partnership Representative, the Designated Individual, or the Partnership under aspect of the Partnership Tax Audit Rules. To Notwithstanding anything to the extent that the Partnership Representative andcontrary in this Agreement, as applicable, Designated Individual do not make an election under Code Section 6221(b)if for any reason, the Partnership Representative andCompany is liable for a tax, as applicableinterest, the Designated Individual shall use commercially reasonable efforts addition to reduce to the extent possible the amount of tax owed by the Partnership pursuant to an audit or penalty under the Partnership Tax Audit Rules (including, for the avoidance of doubt, any pre-existing taxes or analogous state penalties of Buddy’s under the Partnership Tax Audit Rules to which the Company succeeds), each Person who was a Member during the taxable year of the Company or local partnership Buddy’s that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne had the Company’s tax return for such taxable year reflected the audit proceduresadjustment, and the expense for the Company’s payment of such tax, interest, addition to tax and penalty shall be specially allocated to such Persons (or their successors) by either in such proportions. Any amounts described in the immediately preceding sentence shall, in the Partnership Representative’s sole discretion, (i) making any modifications available under Code Section 6225(c)(3), (4), and (5) (or analogous provisions of state or local law) be promptly paid to the Company by such Member or (ii) making a timely election under Code Section 6226 (or an analogous provision of state or local law). If an election under Code Section 6226(a) is made, the Partnership shall furnish to each Partner for the year under audit a statement of the Partner’s share of any adjustment set forth in the notice of final partnership adjustment, and each Partner shall take such adjustment into account as required under Code Section 6226(b). (d) Each Partner agrees that such Partner shall not treat any Partnership item inconsistently on such Partner’s federal, state, foreign, or other income tax return with the treatment of the item on the Partnership’s return. Any deficiency for taxes imposed on any Partner (including penalties, additions to tax, or interest imposed with respect to such taxes and any tax deficiency imposed pursuant to Code Section 6226) will be paid by reducing the amount of the current or next succeeding Distribution and Tax Advances which would otherwise have been made to such Partner and if required to be paid (and actually paid) by Member. The obligations of the Partnership, will be recoverable from such Partner by the Partnership. (e) The Partnership shall defend, indemnify, and hold harmless the Partnership Representative and any Designated Individual against any and all liabilities sustained as a result of any act or decision concerning Partnership tax matters and within the scope of such person’s responsibilities as the Partnership Representative and Designated Individual, as applicable, so long as such act or decision was done or made in good faith and did not constitute gross negligence or willful misconduct. (f) Notwithstanding anything herein to the contrary, any expenses incurred by the Partnership Representative or a Designated Individual in carrying out their responsibilities and duties in such capacity Members under this Agreement shall be an expense of the Partnership for which the Tax Matters Representative or the Designated Individual shall be reimbursed by the Partnership. (gSection 9.03(b) The provisions of this Section 12.3 and the obligations of a Partner or former Partner pursuant to Section 12.3 shall survive the termination, dissolution, liquidation, withdrawal of a Member and winding up the dissolution of the Partnership and the withdrawal of such Partner from the Partnership or the Transfer of such Partner’s Partnership interestsCompany.

Partnership Representative. (a) Sxxxxx X. Xxxxxx is designated Fund 5 or such Person as it designates from time to time shall be the “partnership representative” (the “Partnership Representative”) as provided in Code Section 6223(a) (or under any applicable state or local law providing for an analogous capacity). Notwithstanding anything herein with respect to the contrary, any expenses incurred by the Partnership Representative in carrying out its responsibilities and duties in such capacity under this Agreement shall be an expense of the Partnership for which the Company. The Partnership Representative shall be reimbursed by have all powers and responsibilities provided in the PartnershipCode. The General Partners shall have the power to designate a successor Partnership Representative and, if a successor Partnership Representative is not an individual, to appoint an individual (the “Designated Individual”) meeting the requirements of Treasury Regulation Section 301.6223-1(c)(3) as the sole person authorized to represent the Partnership Representative in audits and other proceedings governed by Code Sections 6221 through 6241 (together with any regulatory or other administrative guidance promulgated thereunder, and any successor provisions, the “Partnership Tax Audit Rules”), as permitted by the Partnership Audit Rules. (b) The Partnership Representative is authorized and required to represent the Partnership Company, at the Company’s expense, in connection with all examinations of the Company’s affairs of the Partnership by any federal, state, local, or foreign taxing authoritytax authorities, including any resulting administrative and judicial proceedings, and to expend Company funds of the Partnership for professional services and costs associated therewith. Each Partner agrees that any action taken by With the Partnership Representative in connection with audits approval of the Partnership (including actions by a Designated Individual in an audit governed by Managers, the Partnership Tax Audit Rules) shall be binding upon such Partner and that such Partner shall not independently act with respect to tax audits or tax litigation affecting the Partnership. The Partnership Representative shall have sole discretion full authority to determine whether the Partnership (either on its own behalf make any elections for U.S. federal, state or local tax purposes on behalf of the Partners) will contest or continue Company (including any elections under Code Sections 754, 6221(b), 6225(c), and 6226 and Treasury Regulation Section 1.706-4), to contest extend the statute of limitations and to control any tax deficiencies assessed audit or proposed to other proceeding on behalf of the Company. Any direct or indirect costs and expenses incurred by the Partnership Representative, acting in its capacity as such, shall be assessed by any Taxing Authoritydeemed costs and expenses of the Company, and the Company shall reimburse the Partnership Representative for all such amounts. Each Partner agrees to Member shall reasonably cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably requested by provide the Partnership Representative any tax information reasonably requested that is within such Member’s possession or reasonably available to such Member so that the Partnership Representative can implement the provisions of this Section 8.3 (including by making any election permitted hereunder), and can conduct any tax audit or similar proceeding with respect to the conduct Company. (b) If the Partnership Representative determines that the Company and/or the Members should file amended returns to facilitate a resolution to any audit or other dispute with any taxing authority, the Members hereby agree to timely file such amended returns in a manner consistent determined by the Partnership Representative. The Members agree to promptly provide any reasonable information in connection with any audit or tax return of examinations by Taxing Authorities and any resulting proceedings; providedthe Company, that a Partner shall not be required to file an amended federal income tax return, as described in Code Section 6225(c)(2)(A)upon the request of the Partnership Representative. (c) Except as otherwise set forth herein, in the event of an audit of the Partnership that is subject to the Partnership Tax Audit Rules or any analogous provision of state or local law, the The Partnership Representative andmay require a Member who is transferring its interest to deposit an amount equal to such Member’s anticipated share of any tax liability, as applicable, the Designated Individual, shall have the right to make any and all elections and to take any actions that are available to be made or taken reasonably determined by the Partnership Representative, the Designated Individual, or the Partnership under the Partnership Tax Audit Rules. To the extent that the Partnership Representative and, as applicable, Designated Individual do not make an election under Code Section 6221(b), the Partnership Representative and, as applicable, the Designated Individual shall use commercially reasonable efforts to reduce to the extent possible the amount of tax owed by the Partnership pursuant to an audit under the Partnership Tax Audit Rules (or analogous state or local partnership audit procedures) by either (i) making any modifications available under Code Section 6225(c)(3), (4), and (5) (or analogous provisions of state or local law) or (ii) making a timely election under Code Section 6226 (or an analogous provision of state or local law). If an election under Code Section 6226(a) is made, the Partnership shall furnish to each Partner for the year under audit a statement of the Partner’s share of any adjustment set forth in the notice of final partnership adjustment, and each Partner shall take such adjustment into account as required under Code Section 6226(b). (d) Each Partner agrees that such Partner shall not treat any Partnership item inconsistently on such Partner’s federal, state, foreign, or other income tax return with the treatment of the item on the Partnership’s return. Any deficiency for taxes imposed on any Partner (including penalties, additions to tax, or interest imposed with respect to such taxes and any tax deficiency imposed pursuant to Code Section 6226) will be paid by such Partner and if required to be paid (and actually paid) by the Partnership, will be recoverable from such Partner by the Partnership. (e) The Partnership shall defend, indemnify, and hold harmless the Partnership Representative and any Designated Individual against any and all liabilities sustained as a result of any act or decision concerning Partnership tax matters and within the scope of such person’s responsibilities as the Partnership Representative and Designated Individual, as applicable, so long as such act or decision was done or made in good faith and did not constitute gross negligence or willful misconduct. (f) Notwithstanding anything herein to the contrary, any expenses incurred by the Partnership Representative or a Designated Individual in carrying out their responsibilities and duties in such capacity under this Agreement shall be an expense of the Partnership for which the Tax Matters Representative or the Designated Individual shall be reimbursed by the Partnership. (g) The provisions of this Section 12.3 and the obligations of a Partner or former Partner pursuant to Section 12.3 shall survive the termination, dissolution, liquidation, and winding up of the Partnership and the withdrawal of such Partner from the Partnership or the Transfer of such Partner’s Partnership interests.