Common use of Partnership Representative Clause in Contracts

Partnership Representative. A. The Initial Manager shall be designated as the “partnership representative” (the “Partnership Representative”) of the Company. The Partnership Representative shall have sole authority to act on behalf of the Company for purposes of subchapter C of Chapter 63 of the Code and any comparable provisions of state or local income tax laws for so long as it is a Member and willing to serve in that capacity. For purposes of this Section 9.04, unless otherwise specified, all references to provisions of the Code shall be to such provisions as enacted by the Bipartisan Budget Act of 2015 as such provisions may subsequently be modified. Should there be any questions or controversy with the Internal Revenue Service or other taxing authority involving the Company, such person shall act as the agent of the Company to resolve such question or controversy and may, on behalf of the Company, incur any expenses he deems necessary or advisable in the interest of the Members in connection with any such question or controversy, including professional fees and the cost of any protest, litigation and/or appeals; B. If the Company qualifies to elect pursuant to Code Section 6221(b) (or successor provision) to have federal income tax audits and other proceedings undertaken by each Member rather than by the Company, then the Partnership Representative may cause the Company to make such election; C. Notwithstanding other provisions of this Agreement to the contrary, if any “partnership adjustments” (as defined in Code Section 6241(2)) is determined with respect to the Company, the Partnership Representative, in its discretion, may cause the Company to elect pursuant to Code Section 6226 to have such adjustment passed through to the Member for the year to which the adjustment relates (i.e., the “reviewed year” within the meaning of Code Section 6225(d)(1)). In the event that the Partnership Representative has not caused the Company to so elect pursuant to Code Section 6226, then any “imputed underpayment” (as determined in accordance with Code Section 6225) or “partnership adjustment” that does not give rise to an “imputed underpayment” shall be apportioned among the Members of the Company for the taxable year in which the adjustment is finalized in such manner as may be necessary (as determined by the tax representative in good faith) so that, to the maximum extent possible, the tax and economic consequences of the partnership adjustment and any associated interest and penalties are borne by the Members based upon their interests in the Company for the reviewed year; and D. The Partnership Representative is authorized to (A) extend the statute of limitations for assessment and (B) enter into a settlement agreement with the Internal Revenue Service on behalf of the Company.

Partnership Representative. A. (a) The Initial Members hereby agree that: (i) the Manager shall (or an individual designated by the Manager) will be designated as the initial “partnership representative” within the meaning of Section 6223(a) of the Code (the “Partnership Representative”), and the Manager shall be authorized to take any actions necessary under Treasury Regulations, or other guidance, to cause such person to be designated as such; (ii) if an entity is designated as Partnership Representative, the Manager shall simultaneously designate an individual who will act for the entity Partnership Representative; (iii) the Partnership Representative may be removed and replaced at any time, by the Manager; (iv) the Company and/or Series and each Member agree that they shall be bound by the actions taken by the Partnership Representative, as described in Section 6223(b) of the CompanyCode; (v) the Members hereby consent to the election set forth in Section 6226(a) of the Code, and agree to take any action and furnish the Partnership Representative with any information necessary to give effect to such election, if the Manager decides to make such election; (vi) any imputed underpayment of tax imposed on the Company and/or Series pursuant to Section 6232 of the Code (and any related interest, penalties, or other additions to tax) that the Manager reasonably determines is attributable to one or more Members (including any former Member) in the Manager’s sole discretion; and (vii) the Partnership Representative will be considered indemnified, and the provisions of Section 5.6 shall apply to the Partnership Representative. The Partnership Representative shall have sole authority be authorized to act on behalf take any of the foregoing actions (or any similar actions) to the extent necessary, to allow the Company and/or Series to comply with the partnership audit provisions of the Bipartisan Budget Act of 2015. (b) Regarding the potential obligation of a former Member under this paragraph, the following shall apply: (i) each Member agrees that, notwithstanding any other provision in this Agreement, if it is no longer a Member, it shall nevertheless be obligated for any responsibilities under Section 6.5, as if it were a Member prior to withdrawal from the Company and/or Series and/or transfer of its interest; and (ii) as applicable, the Manager will not be required to consent to the transfer of interest of any Member, unless the transferee receiving such interest agrees that in the event the transferor of such interest does not fulfill its obligation under the preceding clause (i) within 20 business days following written demand by the Manager, such transferee shall be jointly and severally liable with such transferor for such obligation, and the Manager may thereafter treat the transferee as the relevant Member for purposes of this Subsection. The Partnership Representative will provide prompt written notification to each Member in the event of any audit of the Company and/or Series by the United States Internal Revenue Service, and provide all information reasonably requested by any Member regarding such audit and associated proceedings. The provisions of this Section 6.5 will not apply to any taxable year of the Company and/or Series for purposes which the Company and/or Series has made a valid election out of subchapter Subchapter C of Chapter 63 of the Code and any comparable provisions of state or local income tax laws for so long as it is a Member and willing Code, pursuant to serve in that capacity. For purposes of this Section 9.04, unless otherwise specified, all references to provisions 6221 of the Code shall be to such provisions as enacted by the Bipartisan Budget Act of 2015 as such provisions may subsequently be modifiedCode. Should there be any questions or controversy with the Internal Revenue Service or other taxing authority involving the CompanyLIMITED LIABILITY COMPANY OPERATING AGREEMENT FORTE INVESTMENT FUND, such person shall act as the agent of the Company to resolve such question or controversy and may, on behalf of the Company, incur any expenses he deems necessary or advisable in the interest of the Members in connection with any such question or controversy, including professional fees and the cost of any protest, litigation and/or appeals; B. If the Company qualifies to elect pursuant to Code Section 6221(b) (or successor provision) to have federal income tax audits and other proceedings undertaken by each Member rather than by the Company, then the Partnership Representative may cause the Company to make such election; C. Notwithstanding other provisions of this Agreement to the contrary, if any “partnership adjustments” (as defined in Code Section 6241(2)) is determined with respect to the Company, the Partnership Representative, in its discretion, may cause the Company to elect pursuant to Code Section 6226 to have such adjustment passed through to the Member for the year to which the adjustment relates (i.e., the “reviewed year” within the meaning of Code Section 6225(d)(1)). In the event that the Partnership Representative has not caused the Company to so elect pursuant to Code Section 6226, then any “imputed underpayment” (as determined in accordance with Code Section 6225) or “partnership adjustment” that does not give rise to an “imputed underpayment” shall be apportioned among the Members of the Company for the taxable year in which the adjustment is finalized in such manner as may be necessary (as determined by the tax representative in good faith) so that, to the maximum extent possible, the tax and economic consequences of the partnership adjustment and any associated interest and penalties are borne by the Members based upon their interests in the Company for the reviewed year; and D. The Partnership Representative is authorized to (A) extend the statute of limitations for assessment and (B) enter into a settlement agreement with the Internal Revenue Service on behalf of the Company.LLC

Partnership Representative. A. The Initial (a) Pursuant to the Partnership Audit Provisions, the Manager shall be designated as the “partnership representative” (the “Partnership Representative”) of the Company. The Partnership Representative shall have sole authority to act on behalf of the Company for purposes of subchapter C of Chapter 63 of the Code and any comparable provisions of state or local income tax laws for so long as it is a Member and willing to serve in that capacity. For purposes of this Section 9.04, unless otherwise specified, all references to provisions of the Code shall be to such provisions as enacted by the Bipartisan Budget Act of 2015 as such provisions may subsequently be modified. Should there be any questions or controversy with the Internal Revenue Service or other taxing authority involving the Company, such person shall act as the agent of the Company to resolve such question or controversy and may, on behalf of the Company, incur at any expenses he deems necessary time, and without further notice to or advisable in consent from any Member, act as the interest “partnership representative” of the Members Company (within the meaning given to such term in Section 6223 of the Code) (the “Partnership Representative”) for purposes of the Code. The Partnership Representative shall have the right and obligation to take all actions authorized and required, respectively, by the Code for the Partnership Representative and is authorized and required to represent the Company (at the Company’s expense) in connection with any such question or controversyall examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings, and to expend Company funds for professional fees services reasonably incurred in connection therewith. The Partnership Representative is hereby authorized, and shall have the discretion based upon the advice of counsel, to make all elections under Sections 6225 and 6226 of the Code and the cost of any protest, litigation and/or appeals; B. If Regulations thereunder. Each Member agrees to cooperate with the Company qualifies to elect pursuant to Code Section 6221(b) (or successor provision) to have federal income tax audits and other proceedings undertaken by each Member rather than by the Company, then the Partnership Representative may cause and to do or refrain from doing any or all things reasonably requested by the Company to make such election; C. Notwithstanding other provisions of this Agreement to or the contrary, if any “partnership adjustments” (as defined in Code Section 6241(2)) is determined Partnership Representative with respect to the conduct of such proceedings, including the making of, and compliance with, any elections with respect thereto. Notwithstanding the foregoing, the Partnership Representative, the Company, and its agent or Affiliates, shall only require a Member to file amended tax returns in accordance with Section 6225(c)(2) of the Code (or any similar provisions under state, local or non-U.S. law) if, after taking into account the best interests of the Company and the Members as a whole, it is recommended based on the advice of counsel or the Company’s tax return preparer. The Partnership Representative shall keep Members reasonably informed regarding any material income tax proceedings, and the Members shall have the right to observe and participate through representatives of their own choosing (at their sole expense) in any such tax proceedings to the extent permitted by applicable law. Nothing herein shall diminish, limit or restrict the rights of any Member under the Partnership Audit Provisions. (b) In the event the Company incurs any liability for taxes, interest or penalties: (i) The Partnership Representative may, or if such amounts are material, shall, cause the Members (including any former Member) to whom such liability relates, as determined by the Partnership Representative, in its discretionsole good faith discretion and after consulting with the Company’s and the affected Member’s tax advisors, may cause the Company to elect pursuant pay, and each such Member hereby agrees to Code Section 6226 to have pay, such adjustment passed through amount to the Company, and such amount shall not be treated as a Capital Contribution; and (ii) Any amount not paid by a Member for (or former Member) within ten (10) days following the year receipt of the request to which the adjustment relates (i.e., the “reviewed year” within the meaning of Code Section 6225(d)(1)). In the event that pay delivered by the Partnership Representative has not caused the Company to so elect pursuant to Code Section 6226, then any “imputed underpayment” (as determined in accordance with Code Section 6225) or “partnership adjustment” that does not give rise to an “imputed underpayment” shall be apportioned among treated for purposes of this Agreement as withholding payment governed by Section 6.3(b) hereof. (iii) The obligations of each Member (or former Member) under this Section 13.3 and Section 6.3(b) shall survive the Members transfer or redemption by such Member of its Units and the Company for termination of this Agreement or the taxable year in which the adjustment is finalized in such manner as may be necessary (as determined by the tax representative in good faith) so that, to the maximum extent possible, the tax and economic consequences of the partnership adjustment and any associated interest and penalties are borne by the Members based upon their interests in the Company for the reviewed year; and D. The Partnership Representative is authorized to (A) extend the statute of limitations for assessment and (B) enter into a settlement agreement with the Internal Revenue Service on behalf dissolution of the Company.

Partnership Representative. A. The Initial Manager (a) Jxxxxxxx Xxxxxxx shall be designated as the “partnership representative” representative of the Company pursuant to Section 6223(a) of the Code (the “Partnership Representative”) provided that the Board may change the “partnership representative” at any time. Any Person that the Partnership Representative designates to interact with the Internal Revenue Service shall be treated as, and subject to the requirements and obligations of, the Partnership Representative for purposes of this Section 9.4. (b) Notwithstanding any other provision of this Section 9.4, the CompanyPartnership Representative shall inform the Members of all significant matters that may come to its attention in its capacity as Partnership Representative by giving notice thereof within ten days after becoming aware thereof and, within such time, shall forward to each Member copies of all significant written communications it may receive in such capacity. The Partnership Representative is authorized and required to represent the Company (at the Company’s expense) in connection with all examinations of the Company’s affairs by any federal, state, local or foreign taxing authority, including resulting administrative and judicial proceedings, and to expend Company funds for professional services and costs associated therewith; provided, however, that the Partnership Representative shall have sole authority to act not extend the statute of limitations or settle any tax audit, proposed adjustment or other proceeding on behalf of the Company without the approval of the Members, which approval shall not be unreasonably withheld, delayed or conditioned. Unless otherwise approved by the Members, the Partnership Representative shall, if permitted under Section 6221(b), cause the Company to elect out of the provisions of the federal income tax partnership audit rules on an annual basis. (c) In the event the Company is liable for purposes any imputed underpayment with respect to items of subchapter C Company income, gain, loss, deduction or credit, the Partnership Representative shall, at the election of Chapter 63 the Class B Members, cause the Company to make the election under Section 6226 of the Code in the manner provided by the Internal Revenue Service within 45 days after the date of the notice of a final partnership adjustment. Upon making such election, the Partnership Representative shall engage a certified public accountant or tax attorney (on behalf of the Company) to assist the Partnership Representative in determining in a reasonable manner each Member’s share of the adjusted items as set forth in the notice of final partnership adjustment, and each such Member shall take such adjustment into account as required under Section 6226(b) of the Code and shall be liable for any comparable provisions related, income tax, interest, penalty or additional amount. If an election under Section 6226 of the Code is not made or such election is ineffective, and the Company is held directly liable for any additional income tax, interest, penalty or additional amount under the Code or other applicable law as a result of an adjustment to any of the Company’s federal, state or local income tax laws returns, each Member shall be required, upon thirty (30) days written demand from the Partnership Representative, to pay the Company its share (as reasonably determined by a certified public accountant or tax attorney engaged by the Partnership Representative on behalf of the Company) of any additional tax, interest, penalty and additional amount penalty due. (d) Each Member will provide such cooperation and assistance, including executing and filing forms or other statements and providing information about such Member, as is reasonably requested by the Partnership Representative to enable the Company to satisfy any applicable tax reporting or compliance requirements, to make any tax election or to qualify for so long as it is an exception from or reduced rate of tax or other tax benefit or be relieved of liability for any tax regardless of whether such requirement, tax benefit or tax liability existed on the date such Member was admitted to the Company. If a Member fails to provide any such forms, statements, or other information requested by the Partnership Representative, such Member will be required to indemnify the Company and willing pay for the share of any tax deficiency paid or payable by the Company that is due to serve such failure (as reasonably determined by the Partnership Representative). Any deficiency for taxes imposed on any Member (including penalties, additions to tax or interest imposed with respect to such taxes, and any taxes imposed pursuant to Code Section 6226) shall be paid by such Member and if required to be paid (and actually paid) by the Company, will be recoverable from such Member. Any amounts payable by a Member pursuant to this Section 9.4 shall bear interest as further set forth in Section 9.5. (e) Any amounts paid to the Company by a Member pursuant to this Section 9.4 shall not be treated as a Capital Contribution for purposes of this Agreement. Any amounts paid by the Company on behalf of a Member that capacityare not otherwise reimbursed by a Member shall constitute a distribution to such Member. Any payment made by the Company on behalf of the Members and for which reimbursement is not otherwise sought pursuant to this Section 9.4 shall be at the discretion of the Board. The Board may cause such allocations to be made among the Members as necessary to reflect any items of income or loss associated with the payment of a Company liability as set forth in this Section 9.4. (f) Each Member shall remain bound by the provisions of this Section 9.4, and all obligations hereunder, which shall survive the termination, dissolution, liquidation and winding up of the Company and such Member’s ceasing to be a member of the Company. For purposes of this Section 9.049.4, unless otherwise specified, all references to provisions the use of the Code shall be to such provisions as enacted by the Bipartisan Budget Act of 2015 as such provisions may subsequently be modified. Should there be any questions or controversy with the Internal Revenue Service or other taxing authority involving the Company, such person shall act as the agent of the Company to resolve such question or controversy and may, on behalf of the Company, incur any expenses he deems necessary or advisable in the interest of the Members in connection with any such question or controversy, including professional fees and the cost of any protest, litigation and/or appeals; B. If the Company qualifies to elect pursuant to Code Section 6221(b) (or successor provision) to have federal income tax audits and other proceedings undertaken by each Member rather than by the Company, then the Partnership Representative may cause the Company to make such election; C. Notwithstanding other provisions of this Agreement to the contrary, if any term “partnership adjustmentsMember” (as defined in Code Section 6241(2)) is determined with respect to the Company, the Partnership Representative, in its discretion, may cause the Company to elect pursuant to Code Section 6226 to have such adjustment passed through to the Member for the year to which the adjustment relates (i.e., the “reviewed year” within the meaning of Code Section 6225(d)(1)). In the event that the Partnership Representative has not caused the Company to so elect pursuant to Code Section 6226, then any “imputed underpayment” (as determined in accordance with Code Section 6225) or “partnership adjustment” that does not give rise to an “imputed underpaymentMembers” shall be apportioned among the Members of the Company for the taxable year in which the adjustment is finalized in such manner as may be necessary (as determined by the tax representative in good faith) so that, to the maximum extent possible, the tax and economic consequences of the partnership adjustment and any associated interest and penalties are borne by the Members based upon their interests in the Company for the reviewed year; and D. The Partnership Representative is authorized to (A) extend the statute of limitations for assessment and (B) enter into a settlement agreement with the Internal Revenue Service on behalf of the Companyinclude former Members.

Partnership Representative. A. The Initial (a) Pursuant to the Partnership Audit Provisions, the Manager shall be designated as the “partnership representative” (the “Partnership Representative”) of the Company. The Partnership Representative shall have sole authority to act on behalf of the Company for purposes of subchapter C of Chapter 63 of the Code and any comparable provisions of state or local income tax laws for so long as it is a Member and willing to serve in that capacity. For purposes of this Section 9.04, unless otherwise specified, all references to provisions of the Code shall be to such provisions as enacted by the Bipartisan Budget Act of 2015 as such provisions may subsequently be modified. Should there be any questions or controversy with the Internal Revenue Service or other taxing authority involving the Company, such person shall act as the agent of the Company to resolve such question or controversy and may, on behalf of the Company, incur at any expenses he deems necessary time, and without further notice to or advisable in consent from any Member, act as the interest “partnership representative” of the Members Company (within the meaning given to such term in Section 6223 of the Code) (the “Partnership Representative”) for purposes of the Code. The Partnership Representative shall have the right and obligation to take all actions authorized and required, respectively, by the Code for the Partnership Representative and is authorized and required to represent the Company (at the Company’s expense) in connection with any such question or controversyall examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings, and to expend Company funds for professional fees services reasonably incurred in connection therewith. The Partnership Representative is hereby authorized, and shall have the discretion based upon the advice of counsel, to make all elections under Section 6226 of the Code and the cost of any protest, litigation and/or appeals; B. If Regulations thereunder. Each Member agrees to cooperate with the Company qualifies to elect pursuant to Code Section 6221(b) (or successor provision) to have federal income tax audits and other proceedings undertaken by each Member rather than by the Company, then the Partnership Representative may cause and to do or refrain from doing any or all things reasonably requested by the Company to make such election; C. Notwithstanding other provisions of this Agreement to or the contrary, if any “partnership adjustments” (as defined in Code Section 6241(2)) is determined Partnership Representative with respect to the Companyconduct of such proceedings, including the making of, and compliance with, any elections with respect thereto. The Partnership Representative shall keep Members reasonably informed regarding any material income tax proceedings, and the Members shall have the right to observe and participate through representatives of their own choosing (at their sole expense) in any such tax proceedings to the extent permitted by applicable law. Nothing herein shall diminish, limit or restrict the rights of any Member under the Partnership Audit Provisions. (b) In the event the Company incurs any liability for taxes, interest or penalties: (i) The Partnership Representative may, or if such amounts are material, shall, cause the Members (including any former Member) to whom such liability relates, as determined by the Partnership Representative, in its discretionsole good faith discretion and after consulting with the Company’s and the affected Member’s tax advisors, may cause the Company to elect pursuant pay, and each such Member hereby agrees to Code Section 6226 to have pay, such adjustment passed through amount to the Company, and such amount shall not be treated as a Capital Contribution; and (ii) Any amount not paid by a Member for (or former Member) within ten (10) days following the year receipt of the request to which the adjustment relates (i.e., the “reviewed year” within the meaning of Code Section 6225(d)(1)). In the event that pay delivered by the Partnership Representative has not caused the Company to so elect pursuant to Code Section 6226, then any “imputed underpayment” (as determined in accordance with Code Section 6225) or “partnership adjustment” that does not give rise to an “imputed underpayment” shall be apportioned among treated for purposes of this Agreement as withholding payment governed by Section 6.3(b) hereof. (iii) The obligations of each Member (or former Member) under this Section 12.3 and Section 6.3(b) shall survive the Members transfer or redemption by such Member of its Units and the Company for termination of this Agreement or the taxable year in which the adjustment is finalized in such manner as may be necessary (as determined by the tax representative in good faith) so that, to the maximum extent possible, the tax and economic consequences of the partnership adjustment and any associated interest and penalties are borne by the Members based upon their interests in the Company for the reviewed year; and D. The Partnership Representative is authorized to (A) extend the statute of limitations for assessment and (B) enter into a settlement agreement with the Internal Revenue Service on behalf dissolution of the Company.

Partnership Representative. A. The Initial (a) For taxable years beginning before January 1, 2018, Section 6.2 of this Agreement as in effect prior to February 3, 2023 shall apply. (b) For taxable years beginning on or after January 1, 2018, the Manager shall be designated and shall act as the “partnership representative” pursuant to Section 6223 of the Code and any comparable state or local law with all of the rights, duties and powers provided for in Sections 6221 through 6241 of the Code and any comparable state or local law (the “Partnership Representative”) of the Company). The Partnership Representative shall have sole authority to act appoint on behalf of the Company a “designated individual” within the meaning of Regulations Section 301.6223-1(b)(3), and a designated individual so appointed shall be treated as, and shall have the authority to take any action that may be taken by and shall be subject to the requirements and obligations of, the Partnership Representative for purposes of subchapter C of Chapter 63 of the Code and any comparable provisions of state or local income tax laws for so long as it is a Member and willing to serve in that capacity. For purposes of this Section 9.046.2. Subject to the terms of this Agreement, unless otherwise specifiedand as authorized by the Board, all references the Partnership Representative shall represent and bind the Company in any audit or administrative proceeding conducted by any taxing authority, including, without limitation, subject to provisions authorization by the Board, the power and authority (i) to make an election under Section 6223 (if available) or Section 6226 of the Code shall be Code, and any Regulations promulgated in accordance therewith, (ii) to such provisions as enacted by the Bipartisan Budget Act of 2015 as such provisions may subsequently be modified. Should there be any questions or controversy with the Internal Revenue Service or other taxing authority involving the Companytake, such person shall act as the agent of and to cause the Company to resolve such question or controversy and maytake, on behalf of the Company, incur any expenses he deems all actions necessary or advisable in the interest of the Members in connection with any convenient to give effect to such question or controversy, including professional fees an election and the cost of any protest, litigation and/or appeals; B. If the Company qualifies to elect pursuant to Code Section 6221(b) (or successor provisioniii) to have federal income tax audits and other proceedings undertaken by each Member rather than by the Companymake use of, then the Partnership Representative may or cause the Company to make such election; C. Notwithstanding use of, any other provisions options that are or may become available under applicable Code sections, Regulations or guidance. The provision relating to indemnification of this Agreement the Indemnitees (as hereinafter defined) set forth in Section 9.1 hereof shall be fully applicable to the contraryPartnership Representative in its capacity as such, if any “partnership adjustments” (as defined in Code Section 6241(2)) is determined with respect to the Company, and the Partnership Representative, in its discretioncapacity as such, may cause shall be an Indemnitee for all purposes of this Agreement. Each Member agrees to be bound by the Company to elect pursuant to Code Section 6226 to have such adjustment passed through to the Member for the year to which the adjustment relates (i.e., the “reviewed year” within the meaning decisions and elections of Code Section 6225(d)(1)). In the event that the Partnership Representative has not caused and shall provide such information and cooperation as shall be reasonably requested by the Company Partnership Representative in connection with such actions, including to so elect pursuant to Code Section 6226, then reduce the amount of the Company’s liability for any “imputed underpayment” (as determined underpayment in accordance with the procedures under Section 6225(c) of the Code Section 6225and comparable state or local laws. To the extent that any taxes, penalties, and interest are payable by the Company in respect of an audit, the Partnership Representative shall allocate such amounts (and any expenses incurred by the Company in adjudicating or otherwise resolving such liability) or “partnership adjustment” that does not give rise to an “imputed underpayment” the Members to which such amounts are attributable, as authorized by the Board, and such amount shall be apportioned among treated as provided under Section 5.3(b) hereof. A Member’s allocable share of any such amounts shall include amounts allocable to any prior owner(s) of such Member’s Membership Interest. For the Members avoidance of the Company for the taxable year in which the adjustment is finalized in such manner as may be necessary (as determined by the tax representative in good faith) so thatdoubt, notwithstanding anything to the maximum extent possiblecontrary in this Agreement, the tax liabilities and economic consequences obligations of the partnership adjustment and each Member under this Section 6.2 shall survive (i) any associated actual or deemed transfer of an interest and penalties are borne by the Members based upon their interests in the Company for the reviewed year; and D. The Partnership Representative is authorized by such Member, (ii) such Member ceasing to (A) extend the statute of limitations for assessment be a Member under this Agreement and (Biii) enter into a settlement agreement with the Internal Revenue Service on behalf termination, dissolution, liquidation, cancellation, and winding up of the Company. (c) All third party costs and expenses incurred by the Partnership Representative in performing its duties as such (including legal and accounting fees and expenses) shall be borne by the Company. Nothing herein shall be construed to restrict the Company from engaging an accounting and/or law firm to assist the Partnership Representative in discharging its duties hereunder, so long as the compensation paid by the Company for such services is reasonable.

Partnership Representative. A. (a) The Initial Members hereby agree that: (i) the Manager shall (or an individual designated by the Manager) will be designated as the initial “partnership representative” within the meaning of Section 6223(a) of the Code (the “Partnership Representative”), and the Manager shall be authorized to take any actions necessary under Treasury Regulations, or other guidance, to cause such person to be designated as such; (ii) if an entity is designated as Partnership Representative, the Manager shall simultaneously designate an individual who will act for the entity Partnership Representative; (iii) the Partnership Representative may be removed and replaced at any time, by the Manager; (iv) the Company and/or Series and each Member agree that they shall be bound by the actions taken by the Partnership Representative, as described in Section 6223(b) of the CompanyCode; (v) the Members hereby consent to the election set forth in Section 6226(a) of the Code, and agree to take any action and furnish the Partnership Representative with any information necessary to give effect to such election, if the Manager decides to make such election; (vi) any imputed underpayment of tax imposed on the Company and/or Series pursuant to Section 6232 of the Code (and any related interest, penalties, or other additions to tax) that the Manager reasonably determines is attributable to one or more Members (including any former Member) in the Manager’s sole discretion; and (vii) the Partnership Representative will be considered indemnified, and the provisions of Section 5.6 shall apply to the Partnership Representative. The Partnership Representative shall have sole authority be authorized to act on behalf take any of the foregoing actions (or any similar actions) to the extent necessary, to allow the Company and/or Series to comply with the partnership audit provisions of the Bipartisan Budget Act of 2015. (b) Regarding the potential obligation of a former Member under this paragraph, the following shall apply: (i) each Member agrees that, notwithstanding any other provision in this Agreement, if it is no longer a Member, it shall nevertheless be obligated for any responsibilities under Section 6.5, as if it were a Member prior to withdrawal from the Company and/or Series and/or transfer of its interest; and (ii) as applicable, the Manager will not be required to consent to the transfer of interest of any Member, unless the transferee receiving such interest agrees that in the event the transferor of such interest does not fulfill its obligation under the preceding clause (i) within 20 business days following written demand by the Manager, such transferee shall be jointly and severally liable with such transferor for such obligation, and the Manager may thereafter treat the transferee as the relevant Member for purposes of this Subsection. The Partnership Representative will provide prompt written notification to each Member in the event of any audit of the Company and/or Series by the United States Internal Revenue Service, and provide all information reasonably requested by any Member regarding such audit and associated proceedings. The provisions of this Section 6.5 will not apply to any taxable year of the Company and/or Series for purposes which the Company and/or Series has made a valid election out of subchapter Subchapter C of Chapter 63 of the Code and any comparable provisions of state or local income tax laws for so long as it is a Member and willing Code, pursuant to serve in that capacity. For purposes of this Section 9.04, unless otherwise specified, all references to provisions 6221 of the Code shall be to such provisions as enacted by the Bipartisan Budget Act of 2015 as such provisions may subsequently be modified. Should there be any questions or controversy with the Internal Revenue Service or other taxing authority involving the Company, such person shall act as the agent of the Company to resolve such question or controversy and may, on behalf of the Company, incur any expenses he deems necessary or advisable in the interest of the Members in connection with any such question or controversy, including professional fees and the cost of any protest, litigation and/or appeals; B. If the Company qualifies to elect pursuant to Code Section 6221(b) (or successor provision) to have federal income tax audits and other proceedings undertaken by each Member rather than by the Company, then the Partnership Representative may cause the Company to make such election; C. Notwithstanding other provisions of this Agreement to the contrary, if any “partnership adjustments” (as defined in Code Section 6241(2)) is determined with respect to the Company, the Partnership Representative, in its discretion, may cause the Company to elect pursuant to Code Section 6226 to have such adjustment passed through to the Member for the year to which the adjustment relates (i.e., the “reviewed year” within the meaning of Code Section 6225(d)(1)). In the event that the Partnership Representative has not caused the Company to so elect pursuant to Code Section 6226, then any “imputed underpayment” (as determined in accordance with Code Section 6225) or “partnership adjustment” that does not give rise to an “imputed underpayment” shall be apportioned among the Members of the Company for the taxable year in which the adjustment is finalized in such manner as may be necessary (as determined by the tax representative in good faith) so that, to the maximum extent possible, the tax and economic consequences of the partnership adjustment and any associated interest and penalties are borne by the Members based upon their interests in the Company for the reviewed year; and D. The Partnership Representative is authorized to (A) extend the statute of limitations for assessment and (B) enter into a settlement agreement with the Internal Revenue Service on behalf of the CompanyCode.

Partnership Representative. A. For tax returns filed with respect to fiscal years beginning after December 31, 2017, this Section 10.3B shall apply, and references to Code sections in this Section 10.3B refer to the Code sections as in effect after taking into account the amendments provided by the 2015 Budget Act. The Initial Manager General Partner shall be designated take such reasonable actions as it believes will enhance the avoidance of the application to the Partnership of the provisions of Sections 6221 through 6241 of the Code. If, however, such provisions do apply to the Partnership, the General Partner shall also act as the “partnership representative” (the “Partnership Representative”) of the Company. The Partnership Representative shall have sole authority to act on behalf of the Company for purposes of subchapter C of Chapter 63 said Sections 6221 through 6241 of the Code Code. Each Partner hereby consents to the General Partner serving as the partnership representative and any comparable provisions of state or local income tax laws for so long as it is a Member and willing to serve in that capacity. For purposes of this Section 9.04, unless otherwise specified, all references to provisions agrees upon request of the Code shall be General Partner to execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such provisions as enacted by the Bipartisan Budget Act of 2015 as such provisions may subsequently be modified. Should there be any questions or controversy with the Internal Revenue Service or other taxing authority involving the Company, such person shall act as the agent of the Company to resolve such question or controversy and may, on behalf of the Company, incur any expenses he deems necessary or advisable in the interest of the Members in connection with any such question or controversy, including professional fees and the cost of any protest, litigation and/or appeals; B. If the Company qualifies to elect pursuant to Code Section 6221(b) (or successor provision) to have federal income tax audits and other proceedings undertaken by each Member rather than by the Company, then the Partnership Representative may cause the Company to make such election; C. Notwithstanding other provisions of this Agreement to the contrary, if any “partnership adjustments” (as defined in Code Section 6241(2)) is determined with respect to the Company, the Partnership Representative, in its discretion, may cause the Company to elect pursuant to Code Section 6226 to have such adjustment passed through to the Member for the year to which the adjustment relates (i.e., the “reviewed year” within the meaning of Code Section 6225(d)(1)). In the event that the Partnership Representative has not caused the Company to so elect pursuant to Code Section 6226, then any “imputed underpayment” (as determined in accordance with Code Section 6225) or “partnership adjustment” that does not give rise to an “imputed underpayment” shall be apportioned among the Members of the Company for the taxable year in which the adjustment is finalized in such manner further documents as may be necessary or appropriate to evidence such consent. The partnership representative will be authorized to represent the Partnership (at the Partnership’s expense) in connection with all examinations of the Partnership’s affairs by tax authorities, including resulting administrative and {10654250;3} 49 DocID: 4848-4047-1218.3 judicial proceedings, and to (i) sign consents, enter into settlement and other agreements with such authorities with respect to any such examinations or proceedings and (ii) expend the Partnership’s funds for professional services incurred in connection therewith. In such event, the partnership representative shall duly and timely elect under Section 6226 of the Code to require each Person who was a Partner during the taxable year of Partnership that was audited to personally bear any tax, interest and penalty resulting from adjustments based on such audit and shall notify each such Person (and the Internal Revenue Service) of their share of such audit adjustments and, if for any reason, the Partnership is liable for a tax, interest, addition to tax or penalty as a result of such an audit, each Person who was a Partner during the taxable year of the Partnership that was audited, even if such Person is no longer a Partner (unless a Substituted Limited Partner has agreed to bear such liability in an appropriate document evidencing a transfer), shall pay to the Partnership an amount equal to such Person’s proportionate share of such liability, as determined by the tax representative in good faith) so thatGeneral Partner, to based on the maximum extent possible, amount each such Person should have borne (computed at the tax rate used to compute the Partnership’s liability) had the Partnership’s tax return for such taxable year reflected the audit adjustment, and economic consequences of the partnership adjustment and any associated interest and penalties are borne by the Members based upon their interests in the Company expense for the reviewed year; and D. The Partnership Representative is authorized Partnership’s payment of such tax, interest, addition to tax and penalty shall be specially allocated to such Persons (Aor their successors) extend the statute of limitations for assessment and (B) enter into a settlement agreement with the Internal Revenue Service on behalf of the Companyin such proportions.

Partnership Representative. A. The Initial Manager a. For taxable years beginning before January 1, 2018, Section 6.2 of the Agreement as in effect prior to the date of the Fourth Amendment hereto shall apply. b. For taxable years beginning on or after January 1, 2018, the Managing Member, or a person selected by the Managing Member, shall be designated and shall act as the “partnership representative” (the “Partnership Representative”) of the Company. The Partnership Representative shall have sole authority pursuant to act on behalf of the Company for purposes of subchapter C of Chapter 63 Section 6223 of the Code and any comparable provisions of state or local income tax laws law with all of the rights, duties and powers provided for in Sections 6221 through 6241 of the Code and any comparable state or local law. The partnership representative shall appoint on behalf of the Company a “designated individual” within the meaning of Regulations Section 301.6223-1(b)(3), and a designated individual so long as it is a Member appointed shall be treated as, and willing shall have the authority to serve in take any action that capacity. For may be taken by and shall be subject to the requirements and obligations of, the partnership representative for purposes of this Section 9.046.2. Subject to the terms of this Agreement, unless otherwise specifiedthe partnership representative shall have full discretion to represent and bind the Company in any audit or administrative proceeding conducted by any taxing authority, all references including, without limitation, the power and authority (i) to provisions make an election under Section 6223 (if available) or Section 6226 of the Code shall be Code, and any Regulations promulgated in accordance therewith, (ii) to such provisions as enacted by the Bipartisan Budget Act of 2015 as such provisions may subsequently be modified. Should there be any questions or controversy with the Internal Revenue Service or other taxing authority involving the Companytake, such person shall act as the agent of and to cause the Company to resolve take, all actions necessary or convenient to give effect to such question an election and (iii) to make use of, or controversy cause the Company to make use of, any other options that are or may become available under applicable Code sections, Regulations or guidance. The taking of any action and may, on behalf the incurring of the Company, incur any expenses he deems necessary or advisable in by the interest of the Members partnership representative in connection with any such question audit or controversyadministrative proceeding, including professional fees except to the extent required by law, is a matter in the sole discretion of the partnership representative and the cost provision relating to indemnification or liability of any protest, litigation and/or appeals; B. If the Company qualifies Managing Member set forth in Article 9 and the provision relating to elect pursuant to Code indemnification of the Indemnitees set forth in Section 6221(b) (or successor provision) to have federal income tax audits and other proceedings undertaken by each Member rather than by the Company, then the Partnership Representative may cause the Company to make such election; C. Notwithstanding other provisions 9.1 of this Agreement shall be fully applicable to the contrarypartnership representative in its capacity as such, if any “and the partnership adjustments” (as defined in Code Section 6241(2)) is determined with respect to the Company, the Partnership Representativerepresentative, in its discretioncapacity as such, may cause shall be an Indemnitee for all purposes of this Agreement. Each Member agrees to be bound by the Company decisions and elections of the partnership representative and shall provide such information and cooperation as shall be reasonably requested by the partnership representative in connection with such actions, including to elect pursuant to Code Section 6226 to have such adjustment passed through to reduce the Member amount of the Company’s liability for the year to which the adjustment relates (i.e., the “reviewed year” within the meaning of Code Section 6225(d)(1)). In the event that the Partnership Representative has not caused the Company to so elect pursuant to Code Section 6226, then any “imputed underpayment” (as determined underpayment in accordance with Code the procedures under Section 62256225(c) or “partnership adjustment” that does not give rise to an “imputed underpayment” shall be apportioned among the Members of the Company for Code and comparable state or local laws. To the taxable year in which the adjustment is finalized in such manner as may be necessary (as determined extent that any taxes, penalties, and interest are payable by the tax representative Company in good faith) so thatrespect of an audit, the Managing Member shall allocate such amounts (and any expenses incurred by the Company in adjudicating or otherwise resolving such liability), to the maximum extent possibleMembers to which such amounts are attributable, in the Managing Member’s discretion, and such amount shall be treated as provided under Section 5.3(b). A Member’s allocable share of any such amounts shall include amounts allocable to any prior owner(s) of such Member’s Membership Interest. For the avoidance of doubt, notwithstanding anything to the contrary in this Agreement, the tax liabilities and economic consequences obligations of the partnership adjustment and each Member under this Section 6.2 shall survive (i) any associated actual or deemed transfer of an interest and penalties are borne by the Members based upon their interests in the Company for the reviewed year; and D. The Partnership Representative is authorized by such Member, (ii) such Member ceasing to (A) extend the statute of limitations for assessment be a Member under this Agreement and (Biii) enter into a settlement agreement with the Internal Revenue Service on behalf termination, dissolution, liquidation, cancellation, and winding up of the Company. c. All third party costs and expenses incurred by the partnership representative in performing its duties as such (including legal and accounting fees and expenses) shall be borne by the Company. Nothing herein shall be construed to restrict the Company from engaging an accounting and/or law firm to assist the partnership representative in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable. 12. Section 6.3(b) of the Operating Agreement is hereby amended to replace “Tax Matters Member” with “partnership representative described in Section 6.2(b) hereto” inserted in its place. 13. Exhibit A of the Operating Agreement is hereby amended by deleting the defined term “Tax Matters 14. Except as modified herein, all terms and conditions of the Operating Agreement shall remain in full force and effect, which terms and conditions the Managing Member hereby ratifies and confirms.

Partnership Representative. A. (a) The Initial Manager shall be Original Member Representative is hereby designated as the Company’s “tax matters partner” for U.S. federal income tax purposes under Section 6231(a)(7) of the Code, as in effect for taxable years of the Company beginning on or before December 31, 2017, and as the Company’s “partnership representative” as that term is defined in pursuant to Section 6223(a) of the Code for taxable years of the Company beginning after December 31, 2017 and ending prior to January 1, 2022. The Managing Member is hereby designated as the “partnership representative” (the “Partnership Representative”pursuant to Section 6223(a) of the CompanyCode for taxable years beginning on or after January 1, 2022. The For each Fiscal Year in which the Partnership Representative is an entity, the Company shall appoint the “designated individual” identified by the Partnership Representative and approved by the Board to act on its behalf in accordance with the applicable Regulations or analogous provisions of state or local law. Each Member hereby expressly consents to such designations and agrees to take, and that the Managing Member is authorized to take (or cause the Company to take), such other actions as may be necessary or advisable pursuant to Regulations or other Internal Revenue Service or Treasury guidance or state or local law to cause such designations or evidence such Member’s consent to such designations. (b) Subject to this Section 10.3, the Partnership Representative shall have the sole authority to act on behalf of the Company in connection with, make all relevant decisions regarding application of, and to exercise the rights and powers provided for purposes 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 subchapter C of Chapter 63 any Action, audit or examination before the IRS or any other tax authority (each, an “Audit”), and to expend Company funds for professional services and other expenses reasonably incurred in connection therewith. (c) Without limiting the foregoing, the Partnership Representative shall give prompt written notice to the Original Member Representative of the Code and commencement of any comparable provisions of state or local income tax laws for so long as it is a Member and willing to serve in that capacity. For purposes of this Section 9.04, unless otherwise specified, all references to provisions of the Code shall be to such provisions as enacted by the Bipartisan Budget Act of 2015 as such provisions may subsequently be modified. Should there be any questions or controversy with the Internal Revenue Service or other taxing authority involving the Company, such person shall act as the agent Audit of the Company to resolve such question or controversy and may, on behalf any of its Subsidiaries (a “Specified Audit”). The Partnership Representative shall (i) keep the Original Member Representative reasonably informed of the Companymaterial developments and status of any such Specified Audit, incur (ii) permit the Original Member Representative (or its designee) to participate (including using separate counsel), in each case at the Original Members’ sole cost and expense, in any expenses he deems necessary such Specified Audit, and (iii) promptly notify the Original Member Representative of receipt of a notice of a final partnership adjustment (or advisable 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. The Partnership Representative or the Company shall promptly provide the Original Member Representative with copies of all material correspondence between the Partnership Representative or the Company (as applicable) and any governmental entity in connection with such Specified Audit and shall give the interest of the Members Original Member 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 question or controversySpecified Audit. Additionally, including professional fees and the cost of any protest, litigation and/or appeals; B. If the Company qualifies to elect pursuant to Code Section 6221(b) (or successor provision) to have federal income tax audits and other proceedings undertaken by each Member rather than by the Company, then the Partnership Representative may cause shall not (and the Company 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 make such election;have a disproportionate (compared to PubCo) and material adverse effect on the Original Members without the Original Member Representative’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). The Partnership Representative shall obtain the prior written consent of the Original Member Representative (which consent shall not be unreasonably withheld, delayed or conditioned) before taking any material action under the BBA Rules that would reasonably be expected to have a disproportionate (compared to PubCo) and material adverse effect on the Original Members. C. (d) Notwithstanding other provisions of this Agreement anything to the contrarycontrary contained in this Agreement, if in the event of any “partnership adjustments” (as defined in Code conflict between Section 6241(2)) is determined with respect to 7.1 of the Business Combination Agreement and this Agreement, Section 7.1 of the Business Combination Agreement shall control. The Company, the Partnership Representative, in its discretionthe Managing Member, may cause and the Company to elect pursuant to Code Section 6226 to have such adjustment passed through Members hereby acknowledge and agree to the Member for foregoing sentence and expressly agree to be bound by the year to which terms of Section 7.1 of the adjustment relates Business Combination Agreement. (i.e., the “reviewed year” within the meaning of Code e) This Section 6225(d)(1)). In the event that the Partnership Representative has not caused the Company to so elect pursuant to Code Section 6226, then any “imputed underpayment” (as determined in accordance with Code Section 6225) or “partnership adjustment” that does not give rise to an “imputed underpayment” 10.3 shall be apportioned among interpreted to apply to Members and former Members and shall survive the Members Transfer of a Member’s Company Units and the termination, dissolution, liquidation and winding up of the Company and, for the taxable year in which the adjustment is finalized in such manner as may be necessary (as determined by the tax representative in good faith) so that, this purpose to the maximum extent possiblenot prohibited by applicable law, the tax and economic consequences of the partnership adjustment and any associated interest and penalties are borne by the Members based upon their interests Company shall be treated as continuing in the Company for the reviewed year; and D. The Partnership Representative is authorized to (A) extend the statute of limitations for assessment and (B) enter into a settlement agreement with the Internal Revenue Service on behalf of the Companyexistence.

Partnership Representative. A. The Initial Manager shall be Managing General Partner is hereby designated as the “partnership representative” (of the Partnership for any tax period subject to the provisions of Section 6223 of the Code, as amended by the Revised Partnership Audit Procedures and in such capacity shall represent the Partnership in any disputes, controversies or proceedings with the Internal Revenue Service or with any state, local or 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. Xxxxx Xxxxxxx is hereby designated as the individual to act on behalf of the Partnership Representative. The Partners and Unit Holders acknowledge and agree that it is the intention of the Partners and Unit Holders to 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 Section 6226 of the Code and/or the Partners and Unit Holders filing amended returns under Section 6225(c)(2), in each case as amended by the Revised Partnership Audit Procedures. The Partners and Unit Holders 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, to give effect to the preceding sentence. The Partnership shall make any payments it may be required to make under the Revised Partnership Audit Procedures and, in the Partnership Representative’s reasonable discretion, allocate any such payment among the current or former Partners and Unit Holders of the Partnership for the “reviewed year” to which the payment relates in a manner that reflects the current or former Partners’ and Unit Holders’ respective interests in the Partnership for that year and any other factors taken into account in determining the amount of the payment. To the extent payments are made by the Partnership on behalf of or with respect to a current Partner or current Unit Holder in accordance with this Section 7.6, such amounts shall, at the election of the Partnership Representative”, (a) be applied to and reduce the next Distribution(s) otherwise payable to such Partner or Unit Holder under this Agreement or (b) be paid by the Partner or Unit Holder to the Partnership within 30 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 former Partner or Unit Holder, that Partner or Unit Holder shall pay over to the Partnership an amount equal to the amount of such payment made on behalf of or with respect to it within 30 days of written notice from the Partnership Representative requesting the payment. Any cost or expense incurred by the Partnership Representative in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, will be paid by the Partnership. The provisions contained in this Section 7.6 shall survive the termination of the Companyhip and the withdrawal of any or the transfer or other disposition of any Partner’s or Unit Holder’s interest in the Partnership. The Partnership Representative shall have sole all power and authority with respect to the Partnership and its Partners and Unit Holders as a “Partnership Representative” or “Tax Matters Partner” in any similar capacity under state or local law or regulation. Each Partner and Unit Holder agrees that, to the extent permitted by applicable law or regulation, (i) any action taken by the Partnership Representative in connection with any administrative or judicial proceeding in relation to taxes with respect to the income of the Partnership will be binding upon such Partner or Unit Holder, and (ii) such Partner or Unit Holder will not act independently in connection with, or participate without the written consent of the Partnership Representative in, any administrative or judicial proceeding in relation to taxes with respect to the income of the Partnership. The Partnership shall indemnify and reimburse the Partnership Representative for all expenses, including legal and accounting fees, claims, liabilities, losses and damages incurred in connection with any administrative or judicial proceeding with respect to the tax liability of the Partners and Unit Holders or in connection with any audit of the Partnership’s income tax returns, except to the extent such expenses, claims, liabilities, losses and damages are attributable to the gross negligence or willful misconduct of the Partnership Representative. The payment of all such expenses to which this indemnification applies shall be made before any Distributions pursuant to this Agreement. The Partnership Representative may engage accountants and/or attorneys on behalf of the Company for purposes of subchapter C of Chapter 63 of the Code and any comparable provisions of state or local income tax laws for so long as Partnership to assist it is a Member and willing to serve in that capacity. For purposes of this Section 9.04, unless otherwise specified, all references to provisions of the Code shall be to such provisions as enacted by the Bipartisan Budget Act of 2015 as such provisions may subsequently be modified. Should there be any questions or controversy with the Internal Revenue Service or other taxing authority involving the Company, such person shall act as the agent of the Company to resolve such question or controversy and may, on behalf of the Company, incur any expenses he deems necessary or advisable in the interest of the Members in connection with any such question or controversy, including professional fees and the cost of any protest, litigation and/or appeals; B. If the Company qualifies to elect pursuant to Code Section 6221(b) (or successor provision) to have federal income tax audits and other proceedings undertaken by each Member rather than by the Company, then the Partnership Representative may cause the Company to make such election; C. Notwithstanding other provisions of this Agreement to the contrary, if any “partnership adjustments” (as defined in Code Section 6241(2)) is determined with respect to the Company, the Partnership Representative, in discharging its discretion, may cause the Company to elect pursuant to Code Section 6226 to have such adjustment passed through to the Member for the year to which the adjustment relates (i.e., the “reviewed year” within the meaning of Code Section 6225(d)(1)). In the event that the Partnership Representative has not caused the Company to so elect pursuant to Code Section 6226, then any “imputed underpayment” (as determined in accordance with Code Section 6225) or “partnership adjustment” that does not give rise to an “imputed underpayment” shall be apportioned among the Members of the Company for the taxable year in which the adjustment is finalized in such manner as may be necessary (as determined by the tax representative in good faith) so that, to the maximum extent possible, the tax and economic consequences of the partnership adjustment and any associated interest and penalties are borne by the Members based upon their interests in the Company for the reviewed year; and D. The Partnership Representative is authorized to (A) extend the statute of limitations for assessment and (B) enter into a settlement agreement with the Internal Revenue Service on behalf of the Companyduties hereunder.

Partnership Representative. A. (a) The Initial Manager Managing Member shall be designated serve as the “partnership representative” of the Company within the meaning of Section 6223(a) of the Code (the “Partnership Representative”) of the Company). The Partnership Representative shall inform each other Member of all material matters that may come to its attention in its capacity as the Partnership Representative by giving notice thereof on or before the fifth (5th) Business Day after becoming aware thereof and, within that time, shall forward to each other Member copies of all material written communications it may receive in that capacity. The Managing Member is hereby directed 853984.15A-WILSR01A - MSW and authorized to take whatever steps it, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS, designating an individual to serve as the sole individual through whom the Partnership Representative will act, and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member will remain as the Partnership Representative so long as it serves as Managing Member, unless it requests that it not serve as Partnership Representative; provided, however, that, notwithstanding the foregoing, the Managing Member shall not be permitted to resign unless and until the Members have sole authority to act on behalf found a replacement Partnership Representative approved unanimously in writing by the Members. (b) The Partnership Representative may, in its reasonable discretion, make the election provided by Section 6221(b) of the Company for purposes of subchapter Code to have Subchapter C of Chapter 63 of the Code not apply (the “Election Out”). (c) If the Internal Revenue Service proposes an adjustment in the amount of any item of income, gain, loss, deduction, or credit of the Company, or any Member’s (or former Member’s) distributive share thereof, and such adjustment results in an “imputed underpayment” as described in Section 6225(b) of the Code (a “Covered Audit Adjustment”), the Partnership Representative may (but shall not be required to) elect, to the extent that such election is available (taking into account whether the Partnership Representative has received any comparable provisions needed information on a timely basis from the Members and former Members, if applicable), and the Election Out was not previously made, to apply the alternative method provided by Section 6226 of the Code (the “Alternative Method”). To the extent that the Partnership Representative does not elect the Alternative Method with respect to a Covered Audit Adjustment, the Partnership Representative shall use commercially reasonable efforts to (a) request information necessary to, and to make any modifications available under Sections 6225(c) of the Code to the extent that such modifications are available (taking into account whether the Partnership Representative has received any needed information on a timely basis from the Members and former Members) as would, reduce any Company Level Taxes payable by the Company with respect to the Covered Audit Adjustment, and (b) if requested by a Member, provide to such Member information allowing such Member to file an amended U.S. federal income tax return, as described in Section 6225(c)(2) of the Code, to the extent that such amended return and payment of any related U.S. federal income taxes would reduce any Company Level Taxes payable by the Company with respect to the Covered Audit Adjustment (after taking into account any modifications described in clause (a)). Similar procedures shall be followed in connection with any state or local income tax laws for so long as it is a Member and willing audit that incorporates rules similar to serve in that capacity. For purposes Subchapter C of this Section 9.04, unless otherwise specified, all references to provisions Chapter 63 of the Code shall be to such provisions as enacted by the Bipartisan Budget Act of 2015 as such provisions may subsequently be modified. Should there be Code. (d) Notwithstanding any questions or controversy with the Internal Revenue Service or other taxing authority involving the Company, such person shall act as the agent of the Company to resolve such question or controversy and may, on behalf of the Company, incur any expenses he deems necessary or advisable in the interest of the Members in connection with any such question or controversy, including professional fees and the cost of any protest, litigation and/or appeals; B. If the Company qualifies to elect pursuant to Code Section 6221(b) (or successor provision) to have federal income tax audits and other proceedings undertaken by each Member rather than by the Company, then the Partnership Representative may cause the Company to make such election; C. Notwithstanding other provisions provision of this Agreement to the contrary, any taxes, penalties, and interest payable under the Subchapter C of Chapter 63 of the Code by the Company (“Company Level Taxes”) shall be treated as attributable to the Members (and former Members if any “partnership adjustments” (as defined in Code Section 6241(2)applicable) is determined with respect to of the Company, and the Partnership Representative, in its discretion, may Representative shall cause the Company to elect allocate the burden of any such Company Level Taxes to those Members (and former Members if applicable) to whom such amounts are reasonably attributable (whether as a result of their status, actions, inactions, or otherwise), taking into account the effect of any modifications described in Section 8.03(d) that reduce the amount of Company Level Taxes. All Company Level Taxes allocated to a 853984.15A-WILSR01A - MSW Member (or a former Member if applicable), at the option of the Managing Member, shall (i) be promptly paid to the Company by such Member (or former Member if applicable) (“Option A”) or (ii) be paid by reducing the amount of the current or next succeeding distribution or distributions which would otherwise have been made to such Member pursuant to Code Section 6226 5.01 or Section 5.02 and, if such distributions are not sufficient for that purpose, by reducing the proceeds of liquidation otherwise payable to have such adjustment passed through Member pursuant to Section 5.03 (“Option B”). If the Managing Member selects Option A, the Company’s payment of the Company Level Taxes allocated to the applicable Member (or former Member if applicable) shall be treated as a distribution to such Member (or former Member) and the payment by such Member (or former Member) to the Company shall be treated as a capital contribution for U.S. federal income tax purposes; provided that such payments shall not affect the year Capital Accounts of, any other contributions to which be made by, or the adjustment relates distributions and allocations to be made to the applicable Members (i.e.or former Member) under this Agreement. If the Managing Member selects Option B, the “reviewed year” within applicable Member shall for all purposes of this Agreement be treated as having received a distribution of the meaning amount of Code Section 6225(d)(1)). In the event that the Partnership Representative has not caused its allocable share of the Company Level Taxes at the time such Company Level Taxes are paid by the Company. To the fullest extent permitted by applicable Law, each Member (whether or not such Member becomes a Member after the Effective Date) hereby agrees to so elect pursuant indemnify and hold harmless the Company and the other Members (or former Members if applicable) from and against any liability for Company Level Taxes allocated to Code Section 6226, then any “imputed underpayment” (as determined such Member in accordance with Code this Section 62258.03(e) (including, with respect to any former Member, any Company Level Taxes allocated to such former Member that are attributable to taxable periods (or “partnership adjustment” that does not portions thereof) during which such former Member was treated as holding an interest in the Company). (e) If any Member intends to file a notice of inconsistent treatment under Section 6222(c) of the Code, such Member shall give rise reasonable notice under the circumstances to an “imputed underpayment” shall be apportioned among the other Members of such intent and the Company for the taxable year manner in which the adjustment Member’s intended treatment of an item is finalized in such manner as (or may be necessary (as determined be) inconsistent with the treatment of that item by the tax representative in good faith) so that, to the maximum extent possible, the tax and economic consequences of the partnership adjustment and any associated interest and penalties are borne by the Members based upon their interests in the Company for the reviewed year; and D. The Partnership Representative is authorized to (A) extend the statute of limitations for assessment and (B) enter into a settlement agreement with the Internal Revenue Service on behalf of the Companyother Members.