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

Tax Matters Partner; Partnership Representative; Tax Elections; Special Basis Adjustments. (a) For tax returns filed with respect to fiscal years beginning before the Effective Date of the Budget Act Partnership Audit Provisions, for the purposes of the Code, the General Partner shall serve as the tax matters partner of the Partnership (the “Tax Matters Partner”) under Section 6231 of the Code (as in effect prior to such section’s amendment by the Bipartisan Budget Act of 2015 (P.L. 114-74) (the “2015 Budget Act”)). Each Partner hereby consents to the General Partner serving as the Tax Matters Partner and agrees upon request of the General Partner to execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such further documents as may be necessary or appropriate to evidence such consent. References to Sections of the Code in this Section 10.5(a) refer to Code sections before amendment by the 2015 Budget Act. The Tax Matters Partner may: (i) agree to extend any statute of limitations with respect to the Partnership or any Subsidiary under Section 6229 of the Code; (ii) file a request for administrative adjustment (including a request for substituted return treatment) under Section 6227 of the Code; (iii) file a petition for judicial review, or any appeal with respect to any judicial determination, under Section 6226 or 6228 of the Code; (iv) take any action to consent to, or to refuse to consent to, a settlement reflected in a decision of a court; or (v) enter into any tax settlement agreement affecting the Partnership or any Subsidiary. (b) For tax returns filed with respect to fiscal years beginning after December 31, 2017 (the “Effective Date of the Budget Act Partnership Audit Provisions”), the General Partner shall 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, as amended by the 2015 Budget Act. If, however, such provisions do apply to the Partnership, the General Partner shall also act as the partnership representative (“Partnership Representative”) for purposes of said Sections 6221 through 6241 of the Code. Each Partner hereby consents to the General Partner serving as the Partnership Representative and agrees upon request of the General Partner to execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such 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 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 Code 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 Substitute 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 General Partner, based on the 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 the expense for the Partnership’s payment of such tax, interest, addition to tax and penalty shall be specially allocated to such Persons (or their successors) in such proportions. (c) The Partnership shall indemnify and reimburse the Tax Matters Partner and Partnership Representative for all expenses, including legal and accounting fees, claims, liabilities, losses and damages incurred by it, in its capacity as the Tax Matters Partner (or Partnership Representative), in connection with any administrative or judicial proceeding with respect to the tax liability of the Partnership or the Partners. The taking of any action and the incurring of any expense by the General Partner in its capacity as the Tax Matters Partner or Partnership Representative, in connection with any such proceeding, except to the extent required by law, is a matter in the sole discretion of the Tax Matters Partner (or Partnership Representative) and the provisions on protection and indemnification of set forth in Section 6.3 above will be fully applicable to the General Partner when acting in its capacity as the Tax Matters Partner or Partnership Representative. (d) All elections required or permitted to be made by the Partnership under the Code or any applicable state or local tax law shall be made by the General Partner in its sole and absolute discretion. (e) In the event of a transfer of all or any part of the Partnership Interest of any Partner, the Partnership, at the option and in the sole and absolute discretion of the General Partner, may elect pursuant to Section 754 of the Code to adjust the basis of the Properties. Notwithstanding anything contained in Article V of this Agreement, any adjustments made pursuant to Section 754 shall affect only the successor-in-interest to the transferring Partner and in no event shall be taken into account in establishing, maintaining or computing Capital Accounts for the other Partners for any purpose under this Agreement. Each Partner will furnish the Partnership with all information necessary to give effect to such election.

Tax Matters Partner; Partnership Representative; Tax Elections; Special Basis Adjustments. (a) For tax returns filed with respect to fiscal years beginning before the Effective Date of the Budget Act Partnership Audit ProvisionsDecember 31, 2017, for the purposes of the Code, the General Partner shall serve as the tax matters partner of the Partnership (the “Tax Matters Partner”) under Section 6231 of the Code (as in effect prior to such section’s amendment by the Bipartisan Budget Act of 2015 (P.L. 114-74) (the “2015 Budget Act”)). Each Partner hereby consents to the General Partner serving as the Tax Matters Partner and agrees upon request of the General Partner to execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such further documents as may be necessary or appropriate to evidence such consent. References to Sections of the Code in this Section 10.5(a) 10.05 refer to Code sections before amendment by the 2015 Budget Act. The Tax Matters Partner may: (i) agree to extend any statute of limitations with respect to the Partnership or any Subsidiary under Section 6229 of the Code;Code; (ii) file a request for administrative adjustment (including a request for substituted return treatment) under Section 6227 of the Code; (iii) file a petition for judicial review, or any appeal with respect to any judicial determination, under Section 6226 or 6228 of the Code;; #96603748v1 (iv) take any action to consent to, or to refuse to consent to, a settlement reflected in a decision of a court; or (v) enter into any tax settlement agreement affecting the Partnership or any Subsidiary. (b) For tax returns filed with respect to fiscal years beginning after December 31, 2017 (the “Effective Date of the Budget Act Partnership Audit Provisions”)2017, the General Partner shall Partner, in its sole discretion, may cause, and take such reasonable actions as it believes will enhance determines necessary or appropriate to enable, the avoidance Partnership to elect out of the application to the Partnership of the provisions of Sections 6221 through 6241 of the Code, as amended by the 2015 Budget Act. If, however, such provisions do apply to the PartnershipPartnership for any taxable year, the General Partner shall also act as the partnership representative (“Partnership Representative”) for purposes of said Sections 6221 through 6241 of the Code. Each Partner hereby consents to the General Partner serving as the Partnership Representative and agrees upon request of the General Partner to execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such 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 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 Each Partner xxxxxx agrees to execute, certify, acknowledge and deliver such event, documents and certifications as the Partnership Representative shall may request in connection with any such examinations and proceedings. The Partnership Representative may duly and timely elect under Code Section 6226 of the Code and the Treasury Regulations promulgated thereunder 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 and, if such an election is made, shall notify each such Person (and the Internal Revenue Service) of their share of such audit adjustments and, if adjustments. If for any reason, reason the Partnership is liable for a taxtax (including imputed underpayments), interest, addition to tax or penalty as a result of such an auditany audit (including state and local audits), 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 Substitute 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 (and any expenses incurred by the Partnership in adjudicating or otherwise resolving such liability), as determined by the General Partner, based on the 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 the expense for the Partnership’s payment payment, adjudication or other resolution of such tax, interest, addition to tax and penalty shall be specially allocated to such Persons (or their successors) in such proportions. (c) The Partnership shall indemnify and reimburse the Tax Matters Partner and Partnership Representative for all expenses, including legal and accounting fees, claims, liabilities, losses and damages incurred by it, in its capacity as the Tax Matters Partner (or Partnership Representative), in connection with any administrative or judicial proceeding with respect to the tax liability of the Partnership or the Partners. The taking of any action and the incurring of any expense by the General Partner in its capacity as the Tax Matters Partner or Partnership Representative, in connection with any such proceeding, except to the extent required by law, is a matter in the sole discretion of the Tax Matters Partner (or Partnership Representative) and the provisions on protection and #96603748v1 indemnification of set forth in Section 6.3 6.03 above will be fully applicable to the General Partner when acting in its capacity as the Tax Matters Partner or Partnership Representative. (d) All elections required or permitted to be made by the Partnership under the Code or any applicable state or local tax law shall be made and, if made, later revoked by the General Partner in its sole and absolute discretion. (e) In . Without limiting the event of a transfer of all or any part generality of the Partnership Interest of any Partnerforegoing, the Partnership, at the option and in the sole and absolute discretion of the General Partner, may elect make an election pursuant to Section 754 of the Code Code, and each Partner agrees to adjust the basis of the Properties. Notwithstanding anything contained in Article V of this Agreement, any adjustments made pursuant to Section 754 shall affect only the successor-in-interest to the transferring Partner and in no event shall be taken into account in establishing, maintaining or computing Capital Accounts for the other Partners for any purpose under this Agreement. Each Partner will furnish the Partnership with all information necessary to give effect to such election.

Tax Matters Partner; Partnership Representative; Tax Elections; Special Basis Adjustments. (a) For tax returns filed with respect to fiscal years each taxable year of the Partnership beginning before January 1, 2018, the Effective Date General Partner shall be the Tax Matters Partner of the Budget Act Partnership Audit Provisionswithin the meaning of Section 6231(a)(7) of the Code. As Tax Matters Partner, the General Partner shall have the right and obligation to take all actions authorized and required, respectively, by the Code for the purposes Tax Matters Partner. The General Partner shall have the right to retain professional assistance in respect of any audit of the Partnership by the Service and all out-of-pocket expenses and fees incurred by the General Partner on behalf of the Partnership as Tax Matters Partner shall constitute Partnership expenses. In the event the General Partner receives notice of a final Partnership adjustment under Section 6223(a)(2) of the Code, the General Partner shall serve as either (i) file a court petition for judicial review of such final adjustment within the tax matters partner period provided under Section 6226(a) of the Code, a copy of which petition shall be mailed to all Limited Partners on the date such petition is filed, or (ii) mail a written notice to all Limited Partners, within such period, that describes the General Partner's reasons for determining not to file such a petition. (b) For each taxable year of the Partnership beginning on or after January 1, 2018, the General Partner shall act as or appoint the “partnership representative” of the Partnership for purposes of Section 6223(a) of the Code and any comparable provisions of state and local law and, if necessary, shall appoint a “designated individual” within the meaning of Treasury regulations section 301.6223-1 and any comparable provisions of state and local law (the “Tax Matters Partner”) under Section 6231 Partnership Representative” and “Designated Individual,” respectively). The General Partner may designate a new Partnership Representative or Designated Individual at any time subject to applicable law and shall designate a new Partnership Representative or Designated Individual if such person or entity resigns or is deemed ineligible. The Partnership Representative shall have all of the powers and responsibilities of such position as provided in the Code (and Treasury regulations and may take any action or make any elections contemplated by Partnership Audit Rules in its sole and absolute discretion. The Partnership Representative shall have the right to retain professional assistance as it, in effect prior its sole and absolute discretion, determines is necessary to such section’s amendment or useful in the performance of its duties, and all out-of-pocket expenses and fees incurred by or in respect of the Bipartisan Budget Act of 2015 (P.L. 114-74) (the “2015 Budget Act”))Partnership Representative shall constitute Partnership expenses. Each Partner hereby consents Any Person who serves as Partnership Representative or Designated Individual shall not be liable to the General Partnership or any Partner serving as the Tax Matters Partner and agrees upon request for any action it takes or fails to take in such capacity, unless such action or failure to act constitutes gross negligence or deliberate misconduct. The provisions relating to indemnification of the General Indemnitees set forth in Section 6.03 hereof shall be fully applicable to the Partnership Representative and the Designated Individual, if any, acting as such. Upon the Partnership’s request, each Partner shall provide to execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such further documents as Partnership within the required time frame any information that the Partnership Representative believes may be necessary or appropriate to evidence such consent. References to Sections of the Code in this Section 10.5(a) refer to Code sections before amendment by the 2015 Budget Act. The Tax Matters Partner may: (i) agree to extend resolve any statute of limitations with respect tax issue relating to the Partnership or comply with or be eligible to invoke any Subsidiary under Section 6229 aspect of the Code; (ii) file a request for administrative adjustment (including a request for substituted return treatment) under Section 6227 Partnership Audit Rules. Notwithstanding any provision of this Agreement to the Code; (iii) file a petition for judicial reviewcontrary, or any appeal with respect to any judicial determinationtaxes, under Section 6226 or 6228 of the Code; (iv) take any action to consent topenalties, or to refuse to consent to, a settlement reflected in a decision of a court; or (v) enter into any tax settlement agreement affecting and interest payable by the Partnership or any Subsidiary. (b) For tax returns filed with respect to fiscal years beginning after December 31, 2017 (under the “Effective Date of the Budget Act Partnership Audit Provisions”), the General Partner Rules shall take such reasonable actions be treated as it believes will enhance the avoidance of the application attributable to the Partnership of the provisions of Sections 6221 through 6241 of the CodePartners, as amended by the 2015 Budget Act. Ifand, however, such provisions do apply to the Partnership, the General Partner shall also act as the partnership representative (“Partnership Representative”) for purposes of said Sections 6221 through 6241 of the Code. Each Partner hereby consents to the General Partner serving as the Partnership Representative and agrees upon request of the General Partner to execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such 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 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 eventextent possible, the Partnership Representative shall duly and timely elect under Code Section 6226 allocate the burden of any such amounts to those Partners to whom such amounts are reasonably attributable. Any such amounts allocated to a Partner, at 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 option of the Partnership that was audited, even if such Person is no longer a Partner (unless a Substitute Limited Partner has agreed to bear such liability in an appropriate document evidencing a transfer)Representative, shall pay (a) be promptly paid to the Partnership an by such Partner or (b) be paid by reducing the amount equal of the current or next succeeding distribution or distributions which would otherwise have been made to such Person’s proportionate share Partner. The obligations of each Partner (or former Partner) under this Section 10.05(b) shall survive the Transfer by such liability, as determined by Partner of its interest in the General Partner, based on Partnership or the amount each such Person should have borne (computed at the tax rate used to compute dissolution of the Partnership’s liability) had . In the event a Partner Transfers its interest in the Partnership’s tax return for such taxable year reflected , the audit adjustment, transferee and the expense for the Partnership’s payment of such tax, interest, addition to tax and penalty transferor shall be specially allocated jointly and severally liable for any liability with respect to such Persons (or their successors) in such proportionsthe obligations of the transferor Partner under this Section 10.05(b). (c) The Partnership shall indemnify and reimburse the Tax Matters Partner and Partnership Representative for all expenses, including legal and accounting fees, claims, liabilities, losses and damages incurred by it, in its capacity Other than as the Tax Matters Partner (or Partnership Representative), in connection with any administrative or judicial proceeding with respect to the tax liability of the Partnership or the Partners. The taking of any action and the incurring of any expense required by the General Partner in its capacity as the Tax Matters Partner or Partnership Representativepreceding paragraph, in connection with any such proceeding, except to the extent required by law, is a matter in the sole discretion of the Tax Matters Partner (or Partnership Representative) and the provisions on protection and indemnification of set forth in Section 6.3 above will be fully applicable to the General Partner when acting in its capacity as the Tax Matters Partner or Partnership Representative. (d) All all elections required or permitted to be made by the Partnership under the Code or any applicable state or local tax law shall be made by the General Partner in its sole and absolute discretion. (ed) In the event of a transfer of all or any part of the Partnership Interest of any Partner, the Partnership, at the option and in the sole and absolute discretion of the General Partner, may elect pursuant to Section 754 of the Code to adjust the basis of the Properties. Notwithstanding anything contained in Article V of this Agreement, any adjustments made pursuant to Section 754 shall affect only the successor-in-successor in interest to the transferring Partner and in no event shall be taken into account in establishing, maintaining or computing Capital Accounts for the other Partners for any purpose under this Agreement. Each Partner will furnish the Partnership with all information necessary to give effect to such election. IV. Except as specifically defined herein, all capitalized terms shall have the definitions provided in the Partnership Agreement. This Eleventh Amendment has been authorized by the General Partner pursuant to Article XI of the Partnership Agreement and does not require execution by the Limited Partners. No other changes to the Partnership Agreement are authorized under this Eleventh Amendment. [Signature Page Follows]

Tax Matters Partner; Partnership Representative; Tax Elections; Special Basis Adjustments. (a) For The General Partner shall be the Tax Matters Partner of the Partnership for U.S. federal income tax returns filed purposes with respect to fiscal years beginning taxable periods ending on or before the Effective Date of the Budget Act Partnership Audit ProvisionsDecember 31, for the purposes of the Code2017. With respect to all subsequent taxable periods, the General Partner shall serve as be the tax matters partner partnership representative (the “Partnership Representative”) for purposes of Section 6223 of the Code, shall select a “designated individual” on behalf of the Partnership (as contemplated by the proposed Regulations under Section 6223 of the Code), as applicable, and shall represent the Partnership in any disputes, controversies, or proceedings with the IRS or with any state, local or non-U.S. taxing authority. The Tax Matters Partner or the Partnership Representative, as applicable, shall have the right to retain professional assistance in respect of any audit of the Partnership by the Service and all out-of-pocket expenses and fees incurred by the Tax Matters Partner or the Partnership Representative, as applicable, on behalf of the Partnership in performing its duties as such shall constitute Partnership expenses. The Tax Matters Partner or the Partnership Representative, as applicable, shall have the right and obligation to take all actions authorized and required, respectively, by the Code for the Tax Matters Partner or the Partnership Representative, as applicable. Subject to the revised partnership audit procedures and any Regulations or other administrative guidance promulgated in connection therewith (the “Revised Partnership Audit Procedures”): (i) In the event the Tax Matters Partner”) Partner or the Partnership Representative, as applicable, receives notice of a final Partnership adjustment under Section 6231 6223(a)(2) of the Code (as in effect prior to such section’s amendment by the Bipartisan Budget Act of 2015 (P.L. 114-74) (the “2015 Budget Act”)). Each Partner hereby consents to the General Partner serving as , the Tax Matters Partner and agrees upon request or the Partnership Representative, as applicable, shall either (i) file a court petition for judicial review of such final adjustment within the period provided under Section 6226(a) of the General Code (as in effect prior to the Budget Act), a copy of which petition shall be mailed to all Limited Partners and the Special Limited Partner on the date such petition is filed, or (ii) mail a written notice to executeall Limited Partners and the Special Limited Partner, certifywithin such period, acknowledgethat describes the Tax Matters Partner’s or the Partnership Representative’s, deliveras applicable, swear toreasons for determining not to file such a petition. (ii) The Partnership Representative shall, file subject to the provisions in this Section 10.05(a)(ii), be entitled to take such actions on behalf of the Partnership in any and record at all proceedings with the IRS and any other such taxing authority as it reasonably determines to be appropriate public offices and any decision made by the Partnership Representative shall be binding on all Partners. The Partners agree to take such further documents actions as may be necessary or appropriate required to evidence such consent. References effect the General Partner’s designation as the Partnership Representative (and its selection of any designated individual, as applicable), cooperate in good faith to Sections of the Code in this Section 10.5(a) refer to Code sections before amendment timely provide information reasonably requested by the 2015 Budget Act. The Tax Matters Partner may: Partnership Representative as needed to comply with the Revised Partnership Audit Procedures, including, without limitation, to make (iand take full advantage of) agree to extend any statute of limitations with respect elections available to the Partnership or to determine whether any Subsidiary under imputed underpayment amount may be modified pursuant to Section 6229 of the Code; (ii6225(c) file a request for administrative adjustment (including a request for substituted return treatment) under Section 6227 of the Code; (iii) file a petition for judicial review, or any appeal with respect to any judicial determination, under Section 6226 or 6228 of the Code; (iv) take any action to consent to, or to refuse to consent to, a settlement reflected in a decision of a court; or (v) enter into any tax settlement agreement affecting the Partnership or any Subsidiary. (b) For tax returns filed with respect to fiscal years beginning after December 31, 2017 (the “Effective Date of the Budget Act Partnership Audit Provisions”), the General Partner shall 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, in each case under the Revised Partnership Audit Procedures. The Partnership shall make any payments of assessed amounts under Section 6221 of the Code and shall allocate any such assessment among the current or former Partners of the Partnership for the “reviewed year” to which the assessment relates in a manner that reflects the current or former Partners’ respective interests in the Partnership for that reviewed year based on such Partner’s share of such assessment as would have occurred if the Partner had amended by the 2015 Budget Acttax returns for such reviewed year and such Partner incurred the assessment directly (using the tax rates applicable to the Partnership under Section 6225(b) of the Code). IfTo the extent that the Partnership is assessed amounts under Section 6221(a) of the Code, howeverthe current or former Partner(s) to which this assessment relates shall pay to the Partnership such Partner’s share of the assessed amounts, including such Partner’s share of any additional accrued interest assessed against the Partnership relating to such Partner’s share of the assessment, upon twenty (20) days of written notice from the Partnership Representative requesting the payment in accordance with Section 5.02(d); provided, that if a former Partner fails to pay to the Partnership such former Partner’s shares of the assessed amounts (and any additional interest) then the current Partner who is the direct or indirect transferee of such former Partner’s Partnership Interest shall be liable for, and shall pay to the Partnership, such former Partner’s share. The Partnership Representative shall have no liability arising out of its performance of its duties as the Partnership Representative hereunder, and the Partnership shall indemnify, defend and hold the Partnership Representative harmless from and against any loss, liability, damage, cost or expense (including reasonable attorneys’ fees and costs) sustained or incurred as a result of its acting as Partnership Representative hereunder, provided that the foregoing shall not insulate the Partnership Representative from liability for any action constituting fraud, gross negligence, misappropriate of funds or an intentional breach of this Agreement. The provisions do contained in this Section 10.05(a)(ii) shall survive the liquidation, termination and dissolution of the Partnership and the withdrawal of any Partner or the transfer of any Partner’s interest in the Partnership. With respect to all taxable years to which the Revised Partnership Audit Procedures apply to the Partnership, the General Partner shall also act as Partnership Representative may, to the partnership representative extent permitted by law, make an election (a “Partnership RepresentativePass-Through Election”) for purposes of said Sections 6221 through 6241 of the Code. Each Partner hereby consents to the General Partner serving as the Partnership Representative and agrees upon request of the General Partner to execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such 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 judicial proceedings, and to (i) sign consents, enter into settlement and other agreements with such authorities under Code Section 6226 with respect to any such examinations or proceedings and (ii) expend imputed underpayment of the Partnership’s funds for professional services incurred in connection therewith, and furnish any adjustment statements to the Partners and to the IRS as required under the Revised Partnership Audit Procedures. In such eventaddition to all other remedies that the Partnership may be entitled to pursue, in the event that a Limited Partner fails to pay any amount when due pursuant to this Section 10.05(a), the Partnership Representative shall duly and timely elect under Code Section 6226 of may thereafter, at any time prior to 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 Partner’s payment in full of such audit adjustments andamount (plus any accrued interest), elect, if for any reasonapplicable, the to redeem Partnership is liable for a tax, interest, addition to tax or penalty as a result of Units held by 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 Substitute 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 General Partner, based on in accordance with the 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 the expense for the Partnership’s payment of such tax, interest, addition to tax and penalty shall be specially allocated to such Persons (or their successors) in such proportions. (c) The Partnership shall indemnify and reimburse the Tax Matters Partner and Partnership Representative for all expenses, including legal and accounting fees, claims, liabilities, losses and damages incurred by it, in its capacity as the Tax Matters Partner (or Partnership Representative), in connection with any administrative or judicial proceeding with respect to the tax liability of the Partnership or the Partners. The taking of any action and the incurring of any expense by the General Partner in its capacity as the Tax Matters Partner or Partnership Representative, in connection with any such proceeding, except to the extent required by law, is a matter in the sole discretion of the Tax Matters Partner (or Partnership Representative) and the provisions on protection and indemnification of procedures set forth in Section 6.3 above will be fully applicable 8.04 with the valuation date being the date the Partnership elects to redeem such Partnership Units, in an amount sufficient to pay any or all of such amount. In the event that proceeds to the General Partner when acting Partnership are reduced on account of taxes withheld at the source or the Partnership incurs a liability and such taxes (or a portion thereof) are imposed on or with respect to one or more, but not all, of the Partners or if the rate of tax varies depending on the attributes of specific Partners or to whom the corresponding income is allocated, the amount of the reduction in its capacity the Partnership’s net proceeds shall be borne by and apportioned among the relevant Partners and treated as if it were paid by the Tax Matters Partner or Partnership Representativeas a withholding obligation with respect to such Partners in accordance with such apportionment. (db) All elections and determinations required or permitted to be made by the Partnership under the Code or any applicable state or local tax law shall be made by the General Partner in its sole and absolute discretion. (ec) In the event of a transfer of all or any part of the Partnership Interest of any Partner, the Partnership, at the option and in the sole and absolute discretion of the General Partner, may elect pursuant to Section 754 of the Code to adjust the basis of the Properties. Notwithstanding anything contained in Article V of this Agreement, any adjustments made pursuant to Section 754 shall affect only the successor-in-successor in interest to the transferring Partner and in no event shall be taken into account in establishing, maintaining or computing Capital Accounts for the other Partners for any purpose under this AgreementAgreement unless an adjustment to Capital Accounts is permitted under the Regulations promulgated under Section 704 of the Code. Each Partner will furnish the Partnership with all information necessary to give effect to such election. (d) In the event that the General Partner shall be removed or replaced pursuant to any provision of this Agreement, the successor to the General Partner shall assume the obligations of this Section 10.05. (e) The Partners, intending to be legally bound, hereby authorize the Partnership to make an election (the “Safe Harbor Election”) to have the “liquidation value” safe harbor provided in Proposed Treasury Regulation § 1.83-3(1) and the Proposed Revenue Procedure set forth in Internal Revenue Service Notice 2005-43, as such safe harbor may be modified when such proposed guidance is issued in final form or as amended by subsequently issued guidance (the “Safe Harbor”), apply to any interest in the Partnership transferred to a service provider while the Safe Harbor Election remains effective, to the extent such interest meets the Safe Harbor requirements (collectively, such interests are referred to as “Safe Harbor Interests”). The Tax Matters Partner is authorized and directed to execute and file the Safe Harbor Election on behalf of the Partnership and the Partners. The Partnership and the Partners (including any Person to whom an interest in the Partnership is transferred in connection with the performance of services) hereby agree to comply with all requirements of the Safe Harbor (including forfeiture allocations) with respect to all Safe Harbor Interests and to prepare and file all U.S. federal income tax returns reporting the tax consequences of the issuance and vesting of Safe Harbor Interests consistent with such final Safe Harbor guidance. The Partnership is also authorized to take such actions as are necessary to achieve, under the Safe Harbor, the effect that the election and compliance with all requirements of the Safe Harbor referred to above would be intended to achieve under Proposed Treasury Regulation § 1.83-3, including amending this Agreement.

Tax Matters Partner; Partnership Representative; Tax Elections; Special Basis Adjustments. (a) For tax returns filed with respect to fiscal years beginning before the Effective Date of the Budget Act Partnership Audit ProvisionsDecember 31, 2017, for the purposes of the Code, the General Partner shall serve as the tax matters partner of the Partnership (the “Tax Matters Partner”) under Section 6231 of the Code (as in effect prior to such section’s amendment by the Bipartisan Budget Act of 2015 (P.L. 114-74) (the “2015 Budget Act”)). Each Partner hereby consents to the General Partner serving as the Tax Matters Partner and agrees upon request of the General Partner to execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such further documents as may be necessary or appropriate to evidence such consent. References to Sections of the Code in this Section 10.5(a) 10.05 refer to Code sections before amendment by the 2015 Budget Act. The Tax Matters Partner may: (i) agree to extend any statute of limitations with respect to the Partnership or any Subsidiary under Section 6229 of the Code; (ii) file a request for administrative adjustment (including a request for substituted return treatment) under Section 6227 of the Code; (iii) file a petition for judicial review, or any appeal with respect to any judicial determination, under Section 6226 or 6228 of the Code; (iv) take any action to consent to, or to refuse to consent to, a settlement reflected in a decision of a court; or (v) enter into any tax settlement agreement affecting the Partnership or any Subsidiary. (b) For tax returns filed with respect to fiscal years beginning after December 31, 2017 (the “Effective Date of the Budget Act Partnership Audit Provisions”)2017, the General Partner shall Partner, in its sole discretion, may cause, and take such reasonable actions as it believes will enhance determines necessary or appropriate to enable, the avoidance Partnership to elect out of the application to the Partnership of the provisions of Sections 6221 through 6241 of the Code, as amended by the 2015 Budget Act. If, however, such provisions do apply to the PartnershipPartnership for any taxable year, the General Partner shall also act as the partnership representative (“Partnership Representative”) for purposes of said Sections 6221 through 6241 of the Code. Each Partner hereby consents to the General Partner serving as the Partnership Representative and agrees upon request of the General Partner to execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such 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 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 Each Partner hereby agrees to execute, certify, acknowledge and deliver such event, documents and certifications as the Partnership Representative shall may request in connection with any such examinations and proceedings. The Partnership Representative may duly and timely elect under Code Section 6226 of the Code and the Treasury Regulations promulgated thereunder 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 and, if such an election is made, shall notify each such Person (and the Internal Revenue Service) of their share of such audit adjustments and, if adjustments. If for any reason, reason the Partnership is liable for a taxtax (including imputed underpayments), interest, addition to tax or penalty as a result of such an auditany audit (including state and local audits), 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 Substitute 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 (and any expenses incurred by the Partnership in adjudicating or otherwise resolving such liability), as determined by the General Partner, based on the 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 the expense for the Partnership’s payment payment, adjudication or other resolution of such tax, interest, addition to tax and penalty shall be specially allocated to such Persons (or their successors) in such proportions. (c) The Partnership shall indemnify and reimburse the Tax Matters Partner and Partnership Representative for all expenses, including legal and accounting fees, claims, liabilities, losses and damages incurred by it, in its capacity as the Tax Matters Partner (or Partnership Representative), in connection with any administrative or judicial proceeding with respect to the tax liability of the Partnership or the Partners. The taking of any action and the incurring of any expense by the General Partner in its capacity as the Tax Matters Partner or Partnership Representative, in connection with any such proceeding, except to the extent required by law, is a matter in the sole discretion of the Tax Matters Partner (or Partnership Representative) and the provisions on protection and indemnification of set forth in Section 6.3 6.03 above will be fully applicable to the General Partner when acting in its capacity as the Tax Matters Partner or Partnership Representative. (d) All elections required or permitted to be made by the Partnership under the Code or any applicable state or local tax law shall be made and, if made, later revoked by the General Partner in its sole and absolute discretion. (e) In . Without limiting the event of a transfer of all or any part generality of the Partnership Interest of any Partnerforegoing, the Partnership, at the option and in the sole and absolute discretion of the General Partner, may elect make an election pursuant to Section 754 of the Code Code, and each Partner agrees to adjust the basis of the Properties. Notwithstanding anything contained in Article V of this Agreement, any adjustments made pursuant to Section 754 shall affect only the successor-in-interest to the transferring Partner and in no event shall be taken into account in establishing, maintaining or computing Capital Accounts for the other Partners for any purpose under this Agreement. Each Partner will furnish the Partnership with all information necessary to give effect to such election.