Common use of Tax Matters Member and Partnership Representative Clause in Contracts

Tax Matters Member and Partnership Representative. A. With respect to periods not governed by changes to the Code enacted by the Bipartisan Budget Act of 2015, the Managing Member is hereby designated as the tax matters partner within the meaning of Section 6231(a)(7) of the Code prior to amendment by the Bipartisan Budget Act of 2015 (“Tax Matters Member”). With respect to periods governed by the New Partnership Audit Procedures, to the extent permissible under the New Partnership Audit Procedures, the Managing Member, or such person designated by the Managing Member, shall be designated as the “partnership representative” (within the meaning of Section 6223 of the New Partnership Audit Procedures (the “Partnership Representative”). Neither the Tax Matters Member nor the Partnership Representative shall receive compensation for its services. All third-party costs and expenses incurred by the Tax Matters Member or Partnership Representative in performing its duties as such (including legal and accounting fees and expenses) shall be borne by the Company in addition to any reimbursement pursuant to Section 7.4 hereof. Nothing herein shall be construed to restrict the Company from engaging a law, advisory, or accounting firm to assist the Tax Matters Member or Partnership Representative in discharging its duties hereunder. At the request of any Member, the Managing Member agrees to inform such Member regarding the preparation and filing of any returns and with respect to any subsequent audit or litigation relating to such returns; provided, however, that the Managing Member shall have the exclusive power to determine whether to file, and the content of, such returns. B. The Tax Matters Member is authorized, but not required: (1) to enter into any settlement with the IRS with respect to any administrative or judicial proceedings for the adjustment of Company items required to be taken into account by a Member for income tax purposes (such administrative proceedings being referred to as a “tax audit” and such judicial proceedings being referred to as “judicial review”), and in the settlement agreement the Tax Matters Member may expressly state that such agreement shall bind all Members, except that such settlement agreement shall not bind any Member (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the Tax Matters Member shall not have the authority to enter into a settlement agreement on behalf of such Member (as the case may be) or (ii) who is a “notice partner” (as defined in Code Section 6231) or a member of a “notice group” (as defined in Code Section 6223(b)(2)); (2) in the event that a notice of a final administrative adjustment at the Company level of any item required to be taken into account by a Member for tax purposes (a “final adjustment”) is mailed to the Tax Matters Member, 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 Company’s principal place of business is located; (3) to intervene in any action brought by any other Member for judicial review of a final adjustment; (4) 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; (5) 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 Member for tax purposes, or an item affected by such item; and (6) to take any other action on behalf of the Members or any of them in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the Tax Matters Member in connection with any such proceeding, except to the extent required by law, is a matter in the sole and absolute discretion of the Tax Matters Member and the provisions relating to indemnification of the Managing Member set forth in Section 7.7 hereof shall be fully applicable to the Tax Matters Member in its capacity as such. C. The Partnership Representative is authorized and required to represent the Company in connection with all examinations of the Company’s affairs by tax authorities, including any resulting administrative and judicial proceedings. Under Section 6225 of the New Partnership Audit Procedures, in the case of any adjustment by the IRS in the amount of any item of income, gain, loss, deduction, or credit of the Company’s or any Member’s distributive share thereof (“IRS Adjustment”), the Company may pay an imputed underpayment as calculated under Section 6225(b) of the New Partnership Audit Procedures with respect to the IRS Adjustment, including interest and penalties (“Imputed Tax Underpayment”) in the Adjustment Year or otherwise take the IRS Adjustment into account in the Adjustment Year. Each Member does hereby agree to indemnify and hold harmless the Company, the Managing Member and the Partnership Representative from and against any liability with respect to the Member’s proportionate share of any Imputed Tax Underpayment or other IRS Adjustment resulting in liability of the Company, regardless of whether such Member is a partner in the Partnership in an Adjustment Year, with such proportionate share as reasonably determined by the Managing Member, including the Managing Member’s reasonable discretion to consider (i) each Member’s interest in the Company in the Reviewed Year, (ii) each Member’s status under Section 6225(c) and (iii) a Member’s timely provision of information necessary to reduce the amount of Imputed Tax Underpayment set forth in Section 6225(c) of the New Partnership Audit Procedures. This obligation shall survive a Member’s ceasing to be a member of the Company and/or the termination, dissolution, liquidation and winding up of the Company. The Managing Member may in its sole discretion elect under Section 6226 of the New Partnership Audit Procedures to cause the Company to issue adjusted Internal Revenue Service Schedules K-1 (or such other form as applicable) reflecting a Member’s shares of any IRS Adjustment for the Adjustment Year as an alternative to the Company’s payment of an Imputed Tax Underpayment for any tax year.

Tax Matters Member and Partnership Representative. A. With respect to periods not governed by changes to the Code enacted by the Bipartisan Budget Act of 2015, the Managing Member The Manager is hereby designated as (i) with respect to all taxable years to which the TEFRA Rules apply, the “tax matters partner within the meaning of Section 6231(a)(7) partner” of the Code prior to amendment by Company, as provided under Section 6231 of the Bipartisan Budget Act of 2015 TEFRA Rules and the Regulations thereunder (the “Tax Matters Member”). With ) and (ii) with respect to periods governed by all taxable years to which the New Partnership Audit ProceduresBBA Rules apply, to the extent permissible under the New Partnership Audit Procedures, the Managing Member, or such person designated by the Managing Member, shall be designated as the “partnership representative” (within of the meaning of Company, as provided under Section 6223 of the New Partnership Audit Procedures BBA Rules (the “Partnership Representative”). Neither Each Member expressly consents to such designation and agrees that, upon the request of the Manager, it will execute, acknowledge, deliver, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. The Manager is specifically directed and authorized to take whatever steps the Manager in its discretion deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS and taking such other action as the Manager in its discretion determines may from time to time be required or advisable under the Regulations. The Tax Matters Member and the Partnership Representative shall have the power and perform the obligations required of a tax matters partner or partnership representative, as applicable, to the extent and in the manner provided by applicable Code Sections and Regulations, including representing the Company before any taxing authority and court in any audit or proceeding affecting tax matters of the Company. Without limiting the generality of the foregoing, the Tax Matters Member nor or the Partnership Representative, as applicable, shall have the sole and absolute authority to make any elections on behalf of the Company permitted to be made pursuant to Section 754 or any other Code Section or the Regulations promulgated thereunder. B. The Company shall not make any election or otherwise take any action to cause the BBA Rules to apply to the Company or any of its applicable subsidiaries at any earlier date than required by law. For taxable years to which the BBA Rules apply, the Members acknowledge and agree that it is the intention of the Manager to minimize any obligations of the Company to pay taxes, interest and penalties in connection with any audit of the Company, including by means of elections under Section 6226 of the BBA Rules and/or the Members filing amended tax returns under Section 6225(c)(2) of the BBA Rules or other similar available elections. Notwithstanding the foregoing, the financial burden of any “imputed underpayment” within the meaning of Section 6225 of the BBA Rules paid (or payable) by the Company as a result of an adjustment with respect to any partnership item, including any interest or penalties with respect to any such adjustment (collectively, an “Imputed Underpayment Amount”) shall be borne by the Members and former Members based on the extent to which such Imputed Underpayment Amount is attributable to such Member or former Member in respect of an interest in the Company held by such Member or former Member during the applicable “reviewed year” (within the meaning of Code Section 6225(d)). The Manager shall reasonably determine the portion of an Imputed Underpayment Amount attributable to each Member and/or former Member. To the extent feasible, this requirement shall be implemented through adjustments to distributions in accordance with Article 5, but Members and former Members shall be obligated to indemnify and hold harmless the Company to the extent this requirement cannot be so implemented. Any portion of an Imputed Underpayment Amount that the Manager attributes to a former Member of the Company shall be an obligation of such former Member and any third-party transferee or assignee of such former Member. Imputed Underpayment Amounts also shall include any imputed underpayment within the meaning of Section 6225 of the BBA Rules paid (or payable) by any entity treated as a partnership for U.S. federal income tax purposes in which the Company 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 extent that the Company bears the economic burden of such amounts, whether by law or contract. C. Expenses of administrative proceedings, including reasonable fees of any professionals or attorneys, relating to the determination of Company items at the Company level undertaken by the Tax Matters Member or Partnership Representative, as applicable, shall be Company expenses. The Company shall reimburse the Tax Matters Member and the Partnership Representative shall receive compensation for its services. All third-party costs and all such expenses incurred by the Tax Matters Member or the Partnership Representative Representative, as applicable, in performing carrying out its duties as such (including legal and accounting fees and expenses) shall be borne by the Company in addition to any reimbursement pursuant to Section 7.4 hereofTax Matters Member or Partnership Representative, as applicable. Nothing herein shall be construed to restrict the Company from engaging a law, advisory, or an accounting firm to assist the Tax Matters Member or Partnership Representative in discharging its duties hereunder. At the request of any Member, the Managing Member Manager agrees to inform such Member regarding the preparation and filing of any returns and with respect to any subsequent audit or litigation relating to such returns; provided, however, that the Managing Member Manager shall have the exclusive power to determine whether to file, and the content of, such returns. B. D. The provisions of this Section 10.3 shall survive the termination of any Member’s interest in the Company, the termination of this Agreement and the termination of the Company and shall remain binding on each Member for the period of time necessary to resolve with the IRS (or any other applicable taxing authority) all income tax matters relating to the Company and for Members to satisfy their indemnification obligations, if any, pursuant to Section 10.3B. E. The Tax Matters Member or the Partnership Representative, as applicable, is authorized, but not required: (1) to enter into any settlement with the IRS with respect to any administrative or judicial proceedings for the adjustment of Company items required to be taken into account by a Member for income tax purposes (such administrative proceedings being referred to as a “tax audit” and such judicial proceedings being referred to as “judicial review”), and in the settlement agreement the Tax Matters Member may expressly state that such agreement shall bind all Members, except that such settlement agreement shall not bind any Member (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the Tax Matters Member or Partnership Representative, as applicable, shall not have the authority to enter into a settlement agreement on behalf of such Member (as the case may be) or (ii) who is a “notice partnerMember” (as defined in Code Section 6231) or a member Member of a “notice group” (as defined in Code Section 6223(b)(2)); (2) in the event that a notice of a final administrative adjustment at the Company level of any item required to be taken into account by a Member for tax purposes (a “final adjustment”) is mailed to the Tax Matters MemberMember or Partnership Representative, as applicable, 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 CourtCourt of Federal Claims, or the filing of a complaint for refund with the District Court of in the United States District Court for the district in which the Company’s principal place of business is located; (3) to intervene in any action brought by any other Member for judicial review of a final adjustment; (4) 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; (5) 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 Member for tax purposes, or an item affected by such item; and (6) to take any other action on behalf of the Members or any of them in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the Tax Matters Member or Partnership Representative, as applicable, in connection with any such proceeding, except to the extent required by law, is a matter in the sole and absolute discretion of the Tax Matters Member or Partnership Representative, as applicable, and the provisions relating to indemnification of the Managing Member Manager set forth in Section 7.7 hereof shall be fully applicable to the Tax Matters Member or Partnership Representative, as applicable, in its capacity as such. C. The Partnership Representative is authorized and required to represent the Company in connection with all examinations of the Company’s affairs by tax authorities, including any resulting administrative and judicial proceedings. Under Section 6225 of the New Partnership Audit Procedures, in the case of any adjustment by the IRS in the amount of any item of income, gain, loss, deduction, or credit of the Company’s or any Member’s distributive share thereof (“IRS Adjustment”), the Company may pay an imputed underpayment as calculated under Section 6225(b) of the New Partnership Audit Procedures with respect to the IRS Adjustment, including interest and penalties (“Imputed Tax Underpayment”) in the Adjustment Year or otherwise take the IRS Adjustment into account in the Adjustment Year. Each Member does hereby agree to indemnify and hold harmless the Company, the Managing Member and the Partnership Representative from and against any liability with respect to the Member’s proportionate share of any Imputed Tax Underpayment or other IRS Adjustment resulting in liability of the Company, regardless of whether such Member is a partner in the Partnership in an Adjustment Year, with such proportionate share as reasonably determined by the Managing Member, including the Managing Member’s reasonable discretion to consider (i) each Member’s interest in the Company in the Reviewed Year, (ii) each Member’s status under Section 6225(c) and (iii) a Member’s timely provision of information necessary to reduce the amount of Imputed Tax Underpayment set forth in Section 6225(c) of the New Partnership Audit Procedures. This obligation shall survive a Member’s ceasing to be a member of the Company and/or the termination, dissolution, liquidation and winding up of the Company. The Managing Member may in its sole discretion elect under Section 6226 of the New Partnership Audit Procedures to cause the Company to issue adjusted Internal Revenue Service Schedules K-1 (or such other form as applicable) reflecting a Member’s shares of any IRS Adjustment for the Adjustment Year as an alternative to the Company’s payment of an Imputed Tax Underpayment for any tax year.

Tax Matters Member and Partnership Representative. A. With respect to periods not governed by changes to the Code enacted by the Bipartisan Budget Act of 2015, the Managing Member is hereby designated as the tax matters partner within the meaning of Section 6231(a)(7) of the Code prior to amendment by the Bipartisan Budget Act of 2015 (“Tax Matters Member”). With respect to periods governed by the New Partnership Audit Procedures, to the extent permissible under the New Partnership Audit Procedures, the Managing Member, or such person designated by the Managing Member, shall be designated as the “partnership representative” (within the meaning of Section 6223 of the New Partnership Audit Procedures (the “Partnership Representative”). Neither the Tax Matters Member nor the Partnership Representative shall receive compensation for its services. All third-party costs and expenses incurred by the Tax Matters Member or Partnership Representative in performing its duties as such (including legal and accounting fees and expenses) shall be borne by the Company in addition to any reimbursement pursuant to Section 7.4 hereof. Nothing herein shall be construed to restrict the Company from engaging a law, advisory, or accounting firm to assist the Tax Matters Member or Partnership Representative in discharging its duties hereunder. At the request of any Member, the Managing Member agrees to inform such Member regarding the preparation and filing of any returns and with respect to any subsequent audit or litigation relating to such returns; provided, however, that the Managing Member shall have the exclusive power to determine whether to file, and the content of, such returns. B. The Tax Matters Member is authorized, but not required: (1) to enter into any settlement with the IRS with respect to any administrative or judicial proceedings for the adjustment of Company items required to be taken into account by a Member for income tax purposes (such administrative proceedings being referred to as a “tax audit” and such judicial proceedings being referred to as “judicial review”), and in the settlement agreement the Tax Matters Member may expressly state that such agreement shall bind all Members, except that such settlement agreement shall not bind any Member (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the Tax Matters Member shall not have the authority to enter into a settlement agreement on behalf of such Member (as the case may be) or (ii) who is a “notice partner” (as defined in Code Section 6231) or a member of a “notice group” (as defined in Code Section 6223(b)(2)); (2) in the event that a notice of a final administrative adjustment at the Company level of any item required to be taken into account by a Member for tax purposes (a “final adjustment”) is mailed to the Tax Matters Member, 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 Company’s principal place of business is located; (3) to intervene in any action brought by any other Member for judicial review of a final adjustment; (4) 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; (5) 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 Member for tax purposes, or an item affected by such item; and (6) to take any other action on behalf of the Members or any of them in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the Tax Matters Member in connection with any such proceeding, except to the extent required by law, is a matter in the sole and absolute discretion of the Tax Matters Member and the provisions relating to indemnification of the Managing Member set forth in Section 7.7 hereof shall be fully applicable to the Tax Matters Member in its capacity as such. C. The Partnership Representative is authorized and required to represent the Company in connection with all examinations of the Company’s affairs by tax authorities, including any resulting administrative and judicial proceedings. Under Section 6225 of the New Partnership Audit Procedures, in the case of any adjustment by the IRS in the amount of any item of income, gain, loss, deduction, or credit of the Company’s or any Member’s distributive share thereof (“IRS Adjustment”), the Company may pay an imputed underpayment as calculated under Section 6225(b) of the New Partnership Audit Procedures with respect to the IRS Adjustment, including interest and penalties (“Imputed Tax Underpayment”) in the Adjustment Year or otherwise take the IRS Adjustment into account in the Adjustment Year. Each Member does hereby agree to indemnify and hold harmless the Company, the Managing Member and the Partnership Representative from and against any liability with respect to the Member’s proportionate share of any Imputed Tax Underpayment or other IRS Adjustment resulting in liability of the Company, regardless of whether such Member is a partner Partner in the Partnership in an Adjustment Year, with such proportionate share as reasonably determined by the Managing Member, including the Managing Member’s reasonable discretion to consider (i) each Member’s interest in the Company in the Reviewed Year, (ii) each Member’s status under Section 6225(c) and (iii) a Member’s timely provision of information necessary to reduce the amount of Imputed Tax Underpayment set forth in Section 6225(c) of the New Partnership Audit Procedures. This obligation shall survive a Member’s ceasing to be a member of the Company and/or the termination, dissolution, liquidation and winding up of the Company. The Managing Member may in its sole discretion elect under Section 6226 of the New Partnership Audit Procedures to cause the Company to issue adjusted Internal Revenue Service Schedules K-1 (or such other form as applicable) reflecting a Member’s shares of any IRS Adjustment for the Adjustment Year as an alternative to the Company’s payment of an Imputed Tax Underpayment for any tax year.

Tax Matters Member and Partnership Representative. A. With respect to periods not governed by changes to the Code enacted by the Bipartisan Budget Act of 2015, the Managing Member is hereby designated as the tax matters partner within the meaning of Section 6231(a)(7) of the Code prior to amendment by the Bipartisan Budget Act of 2015 (“Tax Matters Member”). With respect to periods governed by the New Partnership Audit Procedures, to the extent permissible under the New Partnership Audit Procedures, the Managing Member, or such person designated by the Managing Member, shall be designated as the “partnership representative” (within the meaning of Section 6223 of the New Partnership Audit Procedures (the “Partnership Representative”). Neither the Tax Matters Member nor the Partnership Representative shall receive compensation for its services. All third-party costs and expenses incurred by the Tax Matters Member or Partnership Representative in performing its duties as such (including legal and accounting fees and expenses) shall be borne by the Company in addition to any reimbursement pursuant to Section 7.4 hereof. Nothing herein shall be construed to restrict the Company from engaging a law, advisory, or accounting firm to assist the Tax Matters Member or Partnership Representative in discharging its duties hereunder. At the request of any Member, the Managing Member agrees to inform such Member regarding the preparation and filing of any returns and with respect to any subsequent audit or litigation relating to such returns; provided, however, that the Managing Member shall have the exclusive power to determine whether to file, and the content of, such returns. B. The Tax Matters Member is authorized, but not required: (1) to enter into any settlement with the IRS with respect to any administrative or judicial proceedings for the adjustment of Company items required to be taken into account by a Member for income tax purposes (such administrative proceedings being referred to as a “tax audit” and such judicial proceedings being referred to as “judicial review”), and in the settlement agreement the Tax Matters Member may expressly state that such agreement shall bind all Members, except that such settlement agreement shall not bind any Member (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the Tax Matters Member shall not have the authority to enter into a settlement agreement on behalf of such Member (as the case may be) or (ii) who is a “notice partner” (as defined in Code Section 6231) or a member of a “notice group” (as defined in Code Section 6223(b)(2)); (2) in the event that a notice of a final administrative adjustment at the Company level of any item required to be taken into account by a Member for tax purposes (a “final adjustment”) is mailed to the Tax Matters Member, 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 Company’s principal place of business is located; (3) to intervene in any action brought by any other Member for judicial review of a final adjustment; (4) 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; (5) 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 Member for tax purposes, or an item affected by such item; and (6) to take any other action on behalf of the Members or any of them in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the Tax Matters Member in connection with any such proceeding, except to the extent required by law, is a matter in the sole and absolute discretion of the Tax Matters Member and the provisions relating to indemnification of the Managing Member set forth in Section 7.7 hereof shall be fully applicable to the Tax Matters Member in its capacity as such. C. The Partnership Representative is authorized and required to represent the Company in connection with all examinations of the Company’s affairs by tax authorities, including any resulting administrative and judicial proceedings. Under Section 6225 of the New Partnership Audit Procedures, in the case of any adjustment by the IRS in the amount of any item of income, gain, loss, deduction, or credit of the Company’s or any Member’s distributive share thereof (“IRS Adjustment”), the Company may pay an imputed underpayment as calculated under Section 6225(b) of the New Partnership Audit Procedures with respect to the IRS Adjustment, including interest and penalties (“Imputed Tax Underpayment”) in the Adjustment Year or otherwise take the IRS Adjustment into account in the Adjustment Year. Each Member does hereby agree to indemnify and hold harmless the Company, the Managing Member and the Partnership Representative from and against any liability with respect to the Member’s proportionate share of any Imputed Tax Underpayment or other IRS Adjustment resulting in liability of the Company, regardless of whether such Member is a partner in the Partnership in an Adjustment Year, with such proportionate share as reasonably determined by the Managing Member, including the Managing Member’s reasonable discretion to consider (i) each Member’s interest in the Company in the Reviewed Year, (ii) each Member’s status under Section 6225(c) and (iii) a Member’s timely provision of information necessary to reduce the amount of Imputed Tax Underpayment set forth in Section 6225(c) of the New Partnership Audit Procedures. This obligation shall survive a Member’s ceasing to be a member of the Company and/or the termination, dissolution, liquidation and winding up of the Company. The Managing Member may in its sole discretion elect under Section 6226 of the New Partnership Audit Procedures to cause the Company to issue adjusted Internal Revenue Service Schedules K-1 (or such other form as applicable) reflecting a Member’s shares of any IRS Adjustment for the Adjustment Year as an alternative to the Company’s payment of an Imputed Tax Underpayment for any tax year.

Tax Matters Member and Partnership Representative. A. With respect (a) Subject to periods not governed by changes to the Code enacted by the Bipartisan Budget Act of 2015Section 7.4(b), the Managing Tax Preparation Member is hereby designated as shall be the Company’s tax matters partner within member (the meaning of “Tax Matters Member”) pursuant to Section 6231(a)(7) of the Code as in effect prior to amendment by January 1, 2018 (Subchapter C of Chapter 63 of the Bipartisan Budget Act of 2015 (Code as in effect prior to January 1, 2018 referred to as the “Current Partnership Audit Rules”). As the Tax Matters Member”). With respect to periods governed by the New Partnership Audit Procedures, to the extent permissible under the New Partnership Audit Procedures, the Managing Member, or such person designated by Tax Preparation Member shall have the Managing Member, shall be designated same authority as the “partnership representative” (within the meaning of a tax matters partner as defined in Section 6223 6231(a)(7) of the New Partnership Audit Procedures (the “Partnership Representative”)Code and analogous provisions of State and local law. Neither Each Member hereby approves of such designation, agrees and acknowledges that the Tax Matters Member nor may engage such professional advisors as it may deem appropriate in carrying out its duties as Tax Matters Member and agrees to execute such documents as may reasonably be necessary or appropriate to evidence such approval. The Tax Matters Member shall keep all Members informed of all administrative and judicial proceedings, as required by Code Section 6223(g), and shall furnish a copy of each notice or other communication from government taxing authorities received by the Partnership Representative Tax Matters Member, except such notices or communications as are sent directly to such Member by the Internal Revenue Service. The Company shall receive compensation pay or reimburse and be responsible for its services. All all reasonable third-party costs and expenses incurred by the Tax Matters Member or Partnership Representative and its Affiliates in performing its duties as such (including legal and accounting fees and expenses) those duties. The Company shall be borne responsible for any costs incurred by the Company in addition to any reimbursement pursuant to Section 7.4 hereof. Nothing herein shall be construed to restrict the Company from engaging a law, advisory, or accounting firm to assist the Tax Matters Member or Partnership Representative in discharging its duties hereunder. At the request of any Member, the Managing Member agrees to inform such Member regarding the preparation and filing of any returns and with respect to any subsequent tax audit or litigation relating to such returns; provided, however, that the Managing Member shall have the exclusive power to determine whether to file, and the content of, such returns. B. The Tax Matters Member is authorized, but not required: (1) to enter into any settlement with the IRS with respect to any tax-related administrative or judicial proceedings for the adjustment of Company items required to be taken into account by a proceeding against such Member for income tax purposes (such administrative proceedings being referred to as a “tax audit” and such judicial proceedings being referred to as “judicial review”), and in the settlement agreement the Tax Matters Member may expressly state that such agreement shall bind all Members, except that such settlement agreement shall not bind any Member (i) who (within the time prescribed pursuant related to the Code and Regulations) files a statement with Company. Without limiting the IRS providing that foregoing, the Tax Matters Member shall not have the authority right to enter into a settlement agreement on behalf of such defend against any proposed adjustment by all appropriate proceedings, and consistent with Code Sections 6221 through 6233, each Member (as the case may be) or (ii) who is a shall allow any proposed adjustment with respect to any “notice partnerpartnership item” (as defined in Code Section 62316231(a)(3)) or a member of a “notice group” (as defined in Code Section 6223(b)(2)); (2) in the event that a notice of a final administrative adjustment at the Company level of any item required to be taken into account handled by a Member for tax purposes (a “final adjustment”) is mailed to the Tax Matters Member; provided, to seek judicial review of such final adjustmenthowever, including the filing of a petition for readjustment with the United States Tax Court that any settlement, adjustment or the United States Claims Court, or the filing of a complaint for refund with the District Court of the United States for the district in which the Company’s principal place of business is located; (3) to intervene in any action brought by any other Member for judicial review of a final adjustment; (4) 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 compromise with respect to any Member shall require the written consent of such request; Member, which consent shall not be unreasonably withheld, conditioned or delayed. The Tax Matters Member and its respective officers, managers, employees and Representatives (5collectively, the “Tax Matters Member Indemnified Parties” and, each individually, a “Tax Matters Member Indemnified Party”) to enter into an agreement with the IRS to extend the period for assessing any tax that is attributable shall have no liability to any item other Person (other than the Company and its Members) under the Formation Certificate, this Agreement or any applicable Law with respect to any action or omission taken or suffered by the Tax Matters Member in its capacity as such, except as otherwise expressly provided herein or required by applicable Law. Furthermore, no Tax Matters Member Indemnified Party will be liable, responsible or accountable in damages or otherwise to be taken into account by a the Company or to any Member for tax purposes, or an item affected by such item; and (6) to take any other action on behalf of the Members or any of them their respective Affiliates or direct or indirect US-DOCS\83202430.20 equityholders for any act performed or omission within the scope of the authority conferred on the Tax Matters Member by this Agreement except for the gross negligence, willful misconduct, bad faith or fraud of the Tax Matters Member in connection with any tax audit or judicial review proceeding to carrying out its obligations hereunder. To the fullest extent permitted by applicable law Law, in any threatened, pending or regulationscompleted action, suit or proceeding, each Tax Matters Member Indemnified Party shall be fully protected and indemnified and held harmless by the Company against all damages actually incurred by such Tax Matters Indemnified Party in connection with such action, suit or proceeding by virtue of its status as a Tax Matters Member Indemnified Party or with respect to any action or omission taken or suffered by the Tax Matters Member in its capacity as such in good faith, other than damages resulting from the gross negligence, willful misconduct, bad faith or fraud of such Tax Matters Member Indemnified Party. No amendment to this Section 7.4 will impair the rights of any Person arising at any time with respect to events occurring prior to such amendment. (b) The Tax Preparation Member shall be the Company’s “partnership representative” pursuant to Section 6223(a) of the Code as amended by the Bipartisan Budget Act of 2015 (with the changes to Subchapter C of Chapter 63 of the Code as made by the Bipartisan Budget Act of 2015 referred to as the “2015 Budget Act Partnership Audit Rules”) at such times as the 2015 Budget Act Partnership Audit Rules apply to the Company. The taking of any action and the incurring of any expense by the Tax Matters Member partnership representative in connection with any such proceedingits role as partnership representative, except to the extent required by lawapplicable Law, is a matter in the sole and absolute discretion of the Tax Matters Member partnership representative and the provisions relating to indemnification and reimbursement of the Managing Tax Matters Member set forth in Section 7.7 hereof 7.4(a) shall be fully applicable to the Tax Matters Member partnership representative in its capacity as such. C. The Partnership Representative is authorized . For all fiscal years or other applicable periods beginning on or after January 1, 2018, the Members shall continue to have the rights under Section 7.4(a) held during all fiscal years or other applicable periods ending before January 1, 2018. At the request of the partnership representative, the current and required former Members shall provide the following information and documentation to represent the Company in connection with all examinations of and the Company’s affairs by tax authorities, including any resulting administrative and judicial proceedings. Under Section 6225 of partnership representative to the New extent that the 2015 Budget Act Partnership Audit Procedures, in the case of any adjustment by the IRS in the amount of any item of income, gain, loss, deduction, or credit of the Company’s or any Member’s distributive share thereof (“IRS Adjustment”), Rules apply to the Company may pay an imputed underpayment as calculated under Section 6225(b) of the New Partnership Audit Procedures with respect to the IRS Adjustment, including interest and penalties (“Imputed Tax Underpayment”) in the Adjustment Year its current or otherwise take the IRS Adjustment into account in the Adjustment Year. Each Member does hereby agree to indemnify and hold harmless the Company, the Managing Member and the Partnership Representative from and against any liability with respect to the Member’s proportionate share of any Imputed Tax Underpayment or other IRS Adjustment resulting in liability of the Company, regardless of whether such Member is a partner in the Partnership in an Adjustment Year, with such proportionate share as reasonably determined by the Managing Member, including the Managing Member’s reasonable discretion to consider former Members: (i) each Member’s interest in information and documentation reasonably necessary to determine and prove eligibility of the Company in to elect out of the Reviewed Year, 2015 Budget Act Partnership Audit Rules; (ii) each Member’s status under Section 6225(c) information and (iii) a Member’s timely provision of information documentation reasonably necessary to reduce the amount of Imputed Tax Underpayment set forth in Company level assessment consistent with Section 6225(c) of the New Code, as amended by the 2015 Budget Act Partnership Audit Procedures. This obligation shall survive a Member’s ceasing Rules; and (iii) information and documentation reasonably necessary to be a member prove payment of the Company and/or the termination, dissolution, liquidation and winding up of the Company. The Managing Member may in its sole discretion elect attributable liability under Section 6226 of the New Code, as amended by the 2015 Budget Act Partnership Audit Procedures to cause Rules. The obligations of each Member under this Section 7.4(b) shall survive such Member’s withdrawal from the Company, and each Member shall execute such documentation requested by the Company at the time of such Member’s withdrawal from the Company to issue adjusted Internal Revenue Service Schedules K-1 (or acknowledge and confirm such other form as applicable) reflecting a Member’s shares of any IRS Adjustment for continuing obligations under this Section 7.4(b). US-DOCS\83202430.20 (c) Notwithstanding anything in this Section 7.4 to the Adjustment Year as an alternative to contrary, neither the Tax Matters Member nor the Company’s payment partnership representative shall take any action that would reasonably be expected to have an adverse effect on any Member without, first, disclosing such matter in writing to the affected Member(s) and, second, obtaining the written consent of an Imputed Tax Underpayment for any tax yeareach Member so affected, which consent shall not be unreasonably withheld, conditioned or delayed.

Tax Matters Member and Partnership Representative. A. With respect (a) Subject to periods not governed by changes to the Code enacted by the Bipartisan Budget Act of 2015Section 7.4(b), the Managing Tax Preparation Member is hereby designated as shall be the Company’s tax matters partner within member (the meaning of “Tax Matters Member”) pursuant to Section 6231(a)(7) of the Code as in effect prior to amendment by January 1, 2018 (Subchapter C of Chapter 63 of the Bipartisan Budget Act of 2015 (Code as in effect prior to January 1, 2018 referred to as the “Current Partnership Audit Rules”). As the Tax Matters Member”). With respect to periods governed by the New Partnership Audit Procedures, to the extent permissible under the New Partnership Audit Procedures, the Managing Member, or such person designated by Tax Preparation Member shall have the Managing Member, shall be designated same authority as the “partnership representative” (within the meaning of a tax matters partner as defined in Section 6223 6231(a)(7) of the New Partnership Audit Procedures (the “Partnership Representative”)Code and analogous provisions of State and local law. Neither Each Member hereby approves of such designation, agrees and acknowledges that the Tax Matters Member nor may engage such professional advisors as it may deem appropriate in carrying out its duties as Tax Matters Member and agrees to execute such documents as may reasonably be necessary or appropriate to evidence such approval. The Tax Matters Member shall keep all Members informed of all administrative and judicial proceedings, as required by Code Section 6223(g), and shall furnish a copy of each notice or other communication from government taxing authorities received by the Partnership Representative Tax Matters Member, except such notices or communications as are sent directly to such Member by the Internal Revenue Service. The Company shall receive compensation pay or reimburse and be responsible for its services. All all reasonable third-party costs and expenses incurred by the Tax Matters Member or Partnership Representative and its Affiliates in performing its duties as such (including legal and accounting fees and expenses) those duties. The Company shall be borne responsible for any costs incurred by the Company in addition to any reimbursement pursuant to Section 7.4 hereof. Nothing herein shall be construed to restrict the Company from engaging a law, advisory, or accounting firm to assist the Tax Matters Member or Partnership Representative in discharging its duties hereunder. At the request of any Member, the Managing Member agrees to inform such Member regarding the preparation and filing of any returns and with respect to any subsequent tax audit or litigation relating to such returns; provided, however, that the Managing Member shall have the exclusive power to determine whether to file, and the content of, such returns. B. The Tax Matters Member is authorized, but not required: (1) to enter into any settlement with the IRS with respect to any tax-related administrative or judicial proceedings for the adjustment of Company items required to be taken into account by a proceeding against such Member for income tax purposes (such administrative proceedings being referred to as a “tax audit” and such judicial proceedings being referred to as “judicial review”), and in the settlement agreement the Tax Matters Member may expressly state that such agreement shall bind all Members, except that such settlement agreement shall not bind any Member (i) who (within the time prescribed pursuant related to the Code and Regulations) files a statement with Company. Without limiting the IRS providing that foregoing, the Tax Matters Member shall not have the authority right to enter into a settlement agreement on behalf of such defend against any proposed adjustment by all appropriate proceedings, and consistent with Code Sections 6221 through 6233, each Member (as the case may be) or (ii) who is a shall allow any proposed adjustment with respect to any “notice partnerpartnership item” (as defined in Code Section 62316231(a)(3)) or a member of a “notice group” (as defined in Code Section 6223(b)(2)); (2) in the event that a notice of a final administrative adjustment at the Company level of any item required to be taken into account handled by a Member for tax purposes (a “final adjustment”) is mailed to the Tax Matters Member; provided, to seek judicial review of such final adjustmenthowever, including the filing of a petition for readjustment with the United States Tax Court that any settlement, adjustment or the United States Claims Court, or the filing of a complaint for refund with the District Court of the United States for the district in which the Company’s principal place of business is located; (3) to intervene in any action brought by any other Member for judicial review of a final adjustment; (4) 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 compromise with respect to any Member shall require the written consent of such request; Member, which consent shall not be unreasonably withheld, conditioned or delayed. The Tax Matters Member and its respective officers, managers, employees and Representatives (5collectively, the “Tax Matters Member Indemnified Parties” and, each individually, a “Tax Matters Member Indemnified Party”) to enter into an agreement with the IRS to extend the period for assessing any tax that is attributable shall have no liability to any item other Person (other than the Company and its Members) under the Formation Certificate, this Agreement or any applicable Law with respect to any action or omission taken or suffered by the Tax Matters Member in its capacity as such, except as otherwise expressly provided herein or required by applicable Law. Furthermore, no Tax Matters Member Indemnified Party will be liable, responsible or accountable in damages or otherwise to be taken into account by a the Company or to any Member for tax purposes, or an item affected by such item; and (6) to take any other action on behalf of the Members or any of them their respective Affiliates or direct or indirect equityholders for any act performed or omission within the scope of the authority conferred on the Tax Matters Member by this Agreement except for the gross negligence, willful misconduct, bad faith or fraud of the Tax Matters Member in connection with any tax audit or judicial review proceeding to carrying out its obligations hereunder. To the fullest extent permitted by applicable law Law, in any threatened, pending or regulationscompleted action, suit or proceeding, each Tax Matters Member Indemnified Party shall be fully protected and indemnified and held harmless by the Company against all damages actually incurred by such Tax Matters Indemnified Party in connection with such action, suit or proceeding by virtue of its status as a Tax Matters Member Indemnified Party or with respect to any action or omission taken or suffered by the Tax Matters Member in its capacity as such in good faith, other than damages resulting from the gross negligence, willful misconduct, bad faith or fraud of such Tax Matters Member Indemnified Party. No amendment to this Section 7.4 will impair the rights of any Person arising at any time with respect to events occurring prior to such amendment. (b) The Tax Preparation Member shall be the Company’s “partnership representative” pursuant to Section 6223(a) of the Code as amended by the Bipartisan Budget Act of 2015 (with the changes to Subchapter C of Chapter 63 of the Code as made by the Bipartisan Budget Act of 2015 referred to as the “2015 Budget Act Partnership Audit Rules”) at such times as the 2015 Budget Act Partnership Audit Rules apply to the Company. The taking of any action and the incurring of any expense by the Tax Matters Member partnership representative in connection with any such proceedingits role as partnership representative, except to the extent required by lawapplicable Law, is a matter in the sole and absolute discretion of the Tax Matters Member partnership representative and the provisions relating to indemnification and reimbursement of the Managing Tax Matters Member set forth in Section 7.7 hereof 7.4(a) shall be fully applicable to the Tax Matters Member partnership representative in its capacity as such. C. The Partnership Representative is authorized . For all fiscal years or other applicable periods beginning on or after January 1, 2018, the Members shall continue to have the rights under Section 7.4(a) held during all fiscal years or other applicable periods ending before January 1, 2018. At the request of the partnership representative, the current and required former Members shall provide the following information and documentation to represent the Company in connection with all examinations of and the Company’s affairs by tax authorities, including any resulting administrative and judicial proceedings. Under Section 6225 of partnership representative to the New extent that the 2015 Budget Act Partnership Audit Procedures, in the case of any adjustment by the IRS in the amount of any item of income, gain, loss, deduction, or credit of the Company’s or any Member’s distributive share thereof (“IRS Adjustment”), Rules apply to the Company may pay an imputed underpayment as calculated under Section 6225(b) of the New Partnership Audit Procedures with respect to the IRS Adjustment, including interest and penalties (“Imputed Tax Underpayment”) in the Adjustment Year its current or otherwise take the IRS Adjustment into account in the Adjustment Year. Each Member does hereby agree to indemnify and hold harmless the Company, the Managing Member and the Partnership Representative from and against any liability with respect to the Member’s proportionate share of any Imputed Tax Underpayment or other IRS Adjustment resulting in liability of the Company, regardless of whether such Member is a partner in the Partnership in an Adjustment Year, with such proportionate share as reasonably determined by the Managing Member, including the Managing Member’s reasonable discretion to consider former Members: (i) each Member’s interest in information and documentation reasonably necessary to determine and prove eligibility of the Company in to elect out of the Reviewed Year, 2015 Budget Act Partnership Audit Rules; (ii) each Member’s status under Section 6225(c) information and (iii) a Member’s timely provision of information documentation reasonably necessary to reduce the amount of Imputed Tax Underpayment set forth in Company level assessment consistent with Section 6225(c) of the New Code, as amended by the 2015 Budget Act Partnership Audit Procedures. This obligation shall survive a Member’s ceasing Rules; and (iii) information and documentation reasonably necessary to be a member prove payment of the Company and/or the termination, dissolution, liquidation and winding up of the Company. The Managing Member may in its sole discretion elect attributable liability under Section 6226 of the New Code, as amended by the 2015 Budget Act Partnership Audit Procedures to cause Rules. The obligations of each Member under this Section 7.4(b) shall survive such Member’s withdrawal from the Company, and each Member shall execute such documentation requested by the Company at the time of such Member’s withdrawal from the Company to issue adjusted Internal Revenue Service Schedules K-1 (or acknowledge and confirm such other form as applicable) reflecting a Member’s shares of any IRS Adjustment for continuing obligations under this Section 7.4(b). (c) Notwithstanding anything in this Section 7.4 to the Adjustment Year as an alternative to contrary, neither the Tax Matters Member nor the Company’s payment partnership representative shall take any action that would reasonably be expected to have an adverse effect on any Member without, first, disclosing such matter in writing to the affected Member(s) and, second, obtaining the written consent of an Imputed Tax Underpayment for any tax yeareach Member so affected, which consent shall not be unreasonably withheld, conditioned or delayed.