Common use of Tax Matters Representative Clause in Contracts

Tax Matters Representative. A. The General Partner (or its designee) shall be the “tax matters partner” or “partnership representative” of the Partnership within the meaning of the Code, and shall have any similar role under applicable state, local or foreign tax law (in such roles, the “Tax Matters Representative”). As Tax Matters Representative, the General Partner (or its designee) shall have the right and obligation to take all actions authorized and required, respectively, by the Code and applicable state, local and foreign tax law. The General Partner shall have the right to retain professional assistance in respect of any audit of the Partnership by the IRS, and all out-of-pocket expenses and fees incurred by the General Partner (or its designee) on behalf of the Partnership as Tax Matters Representative shall constitute Partnership expenses. In the event the Tax Matters Representative receives notice of a final Partnership adjustment under the Code, the Tax Matters Representative shall either (i) file a court petition for judicial review of such final adjustment in the manner and within the period provided under 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. Except as otherwise provided in this Agreement, all elections and determinations required or permitted to be made by the Partnership under the Code or any applicable state, local or foreign tax law shall be made by the General Partner in its sole and absolute discretion. C. The General Partner shall attempt to allocate the portion of (or any diminution in distributable proceeds resulting from) any taxes, penalties or interest imposed on the Partnership pursuant to the Partnership Tax Audit Rules to those Partners to whom such amounts are specifically attributable (whether as a result of their status, actions, inactions or otherwise) where such allocations can be achieved without unwarranted expense and effort (as measured in relation to the aggregate amount in question) as determined by the General Partner in its discretion, provided that under no circumstances shall the General Partner be liable for any such amounts. 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 rights and obligations of this Section 10.2.

Tax Matters Representative. A. (a) The General Partner (or its designee) designee shall be designated the “tax matters partner,” or “partnership representative” of the Partnership or any similar role, as applicable, within the meaning of the CodeCode and applicable state, local or foreign tax law, and shall have any similar role under all the rights, authority and power and shall be subject to all of the obligations associated therewith to the extent provided in the Code, Regulations and applicable state, local or foreign tax law (in such roles, the “Tax Matters Representative”)) with respect to operations conducted by the Partnership pursuant to this Agreement. In all other cases, the Tax Matters Representative is authorized to represent the Partnership (at the expense of the Partnership) in connection with all tax matters to the extent allowed by law, and to expend funds of the Partnership for professional services and costs associated therewith. The Tax Matters Representative shall at the expense of the Partnership furnish the Partners with timely status reports regarding any material tax contest involving the Partnership, including any negotiation between the IRS (or any relevant state or local taxing authority) and the Partnership. As the Tax Matters Representative, the General Partner (or its designee) shall have the right and obligation to take all actions authorized and required, respectively, by the Code and applicable state, local and foreign tax law. The General Partner shall have the right to retain professional assistance in respect of any audit of may cause the Partnership by the IRS, and all out-of-pocket expenses and fees incurred by the General Partner (or its designee) on behalf of the Partnership as Tax Matters Representative shall constitute Partnership expenses. In the event the Tax Matters Representative receives notice of a final Partnership adjustment under the Code, the Tax Matters Representative shall either (i) file a court petition for judicial review of such final adjustment in the manner and within the period provided under 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. Except as otherwise provided in this Agreement, make all elections and determinations required or permitted to be made by the Partnership under the Code or any applicable state, local or foreign tax law shall be made by (except as otherwise provided herein). In exercising its responsibilities as Tax Matters Representative, the General Partner shall have authority and final decision-making authority with respect to all federal, state, local, and foreign tax matters involving the Partnership. Any person who serves as Tax Matters Representative shall not be liable to the Partnership or any Partner for any action it takes or fails to take in its sole such capacity, unless such action or failure to act constitutes bad faith, willful misconduct, gross negligence, fraud or a material breach of this Agreement. Any expenses incurred by the Tax Matters Representative, or in a similar capacity as set forth in this Section 10.3, shall be allocated to and absolute discretioncharged to the Partnership as an expense of the Partnership for which the Tax Matters Representative shall be reimbursed. Such expenses shall include, without limitation, fees of attorneys and other tax professionals, accountants, appraisers and experts, filing fees and reasonable out-of-pocket costs. C. The (b) Each Partner shall give prompt notice to the Tax Matters Representative of any and all notices it receives from the IRS or any relevant state or local taxing authority concerning the Partnership and its federal, state or local income tax return. If any administrative proceeding contemplated under Code Section 6223 has begun, the Partners shall, upon request by the Tax Matters Representative, notify the Tax Matters Representative of their treatment of any Partnership item on their U.S. federal income tax return, if applicable, which is or may be inconsistent with the treatment of that item on the Partnership’s return. Any Partner who enters into a settlement agreement with the IRS with respect to Partnership items shall notify the General Partner of such settlement agreement and its terms within thirty (30) days after the date of such settlement. (c) No Partner shall attempt file a notice with the IRS under the Code in connection with such Partner’s intention to allocate treat an item on such Partner’s U.S. federal income tax return in a manner that is inconsistent with the portion treatment of such item on the Partnership’s U.S. federal income tax return, unless such Partner has, not less than thirty (or 30) days prior to the filing of such notice, provided the Tax Matters Representative with a copy of the notice and thereafter in a timely manner provides such other information related thereto as the Tax Matters Representative shall reasonably request. (d) Each Partner and former Partner agrees to indemnify and hold harmless the Partnership and the General Partner from and against any diminution liability for any “imputed underpayment” as defined in distributable proceeds resulting fromCode Section 6225 (including any interest and penalties) any taxes, penalties or interest imposed on the Partnership pursuant and attributable to such Partner’s allocable share of any adjustment to any item of Partnership income, gain, loss, deduction or credit, or the allocation of all or a portion of any such item among the Partners, in any Partnership Tax Audit Rules to those Partners to whom Year in which such amounts are specifically attributable (whether as Partner or former Partner was a result of their statuspartner in the Partnership, actions, inactions or otherwise) where such allocations can be achieved without unwarranted expense and effort (as measured in relation to the aggregate amount in question) as determined by the General Partner in its discretion, provided that under no circumstances shall the General Partner be liable for any such amounts. 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 rights and (e) The obligations of this Section 10.210.3 shall survive the Transfer of a Partnership Unit, the withdrawal of any Partner, and the termination of the Partnership and this Agreement. (f) The taking of any action and the incurring of any expense by the Tax Matters Representative in connection with any tax proceeding, except to the extent otherwise provided in this Agreement or required by law, is a matter in the sole and absolute discretion of the Tax Matters Representative and the provisions relating to indemnification of the General Partner set forth in Section 7.7 hereof shall be fully applicable to the Tax Matters Representative in its capacity as such. Any decision made by the Tax Matters Representative, including, without limitation, whether or not to settle or contest any tax matter, whether or not to extend the period of limitations for the assessment or collection of any tax and the choice of forum for such contest shall be made in the Tax Matters Representative’s discretion, including in cases where the IRS, in connection with a Tax Audit governed by the Partnership Tax Audit Rules, proposes a Covered Audit Adjustment, determining, in its sole and absolute discretion, whether, to the extent that such election is available under the Partnership Tax Audit Rules, to make a Push-Out Election. (g) If the Tax Matters Representative makes a Push-Out Election with respect to a Covered Audit Adjustment, each Partner (including transferees or successors of any Partner) covenants and agrees that it shall (1) pay any and all resulting taxes, additions to tax, penalties and interest in a timely fashion and (2) cooperate with the Partnership and the Tax Matters Representative in good faith. Notwithstanding the foregoing, if the Partnership is required to pay any tax, addition to tax, penalty, or interest following a Push-Out Election because any portion of the applicable Covered Audit Adjustment would otherwise be subject to withholding by the Partnership under Chapters 3 or 4 of Subtitle A of the Code, any such amounts shall be considered Partnership Level Taxes with respect to the applicable Partners subject to the provisions of Section 10.4. (h) To the extent that the Tax Matters Representative does not make a Push-Out Election with respect to a Covered Audit Adjustment, the Tax Matters Representative may make Imputed Underpayment Modifications (taking into account whether the Tax Matters Representative has received all requisite information on a timely basis from the Partners), and each Partner shall, as reasonably requested by the Tax Matters Representative, take such actions as may be necessary or prudent for the Tax Matters Representative to seek an Imputed Underpayment Modification. To the extent that the Tax Matters Representative does not make a Push-Out Election with respect to a Covered Audit Adjustment, the Tax Matters Representative is authorized, pursuant to Section 4.4, to obtain a loan on behalf of the Partnership to pay any Partnership Level Taxes. (i) Each Partner agrees to cooperate with the Tax Matters Representative and to do or refrain from doing any or all things reasonably requested by the Tax Matters Representative in connection with any Tax Audit. If reasonably requested by the Tax Matters Representative, each Partner shall deliver to the Tax Matters Representative: (i) any certificates, forms, affidavits, or instruments reasonably requested by the Tax Matters Representative relating to such Partner’s status under any tax laws (including, but not limited to, evidence of the filing of tax returns and/or payment of tax), and (ii) any information reasonably requested by the Tax Matters Representative in connection with the Partnership Tax Audit Rules (including, but not limited to, upper-tier shareholder specific information if a Partner is or becomes an S corporation for U.S. federal income tax purposes, upper-tier partner specific information if a Partner is or becomes a partnership for U.S. federal income tax purposes, tax returns, information regarding the character of income as capital gain or qualified dividend income, and information regarding passive activity losses).

Tax Matters Representative. A. (a) The General Partner (Managing Member, or its designee) a Person designated by the Managing Member, shall be serve as the “tax matters partner” or within the meaning of Section 6231(a)(7) of the Code prior to its amendment by the Revised Partnership Audit Procedures and as the “partnership representative” of the Partnership within Company for any tax period subject to the meaning provisions of Section 6223 of the Code, and shall have any similar role under applicable state, local or foreign tax law as amended by the Revised Partnership Audit Procedures (in each such rolescapacity, the “Tax Matters Representative”). As Tax Matters Representative, and in such capacity shall represent the General Partner (Company in any disputes, controversies or its designee) shall have proceedings with the right Internal Revenue Service or with any state, local, or non-U.S. taxing authority and obligation is hereby authorized to take any and all actions authorized and required, respectively, that it is permitted to take by the Code and applicable state, local and foreign tax lawlaw when acting in that capacity. The General Partner shall have the right to retain professional assistance in respect of any audit of the Partnership by the IRS, and all out-of-pocket expenses and fees incurred by the General Partner (or its designee) on behalf of the Partnership as Tax Matters Representative shall constitute Partnership expenses. In have all of the event rights, authority and power, and shall be subject to all of the obligations, of a tax matters partner/partnership representative to the extent provided in the Code and the Treasury Regulations, and the Members hereby agree to be bound by any actions taken by the Tax Matters Representative receives notice of a final Partnership adjustment under in such capacity. The Tax Matters Representative shall represent the CodeCompany in all tax matters to the extent allowed by law. Without limiting the foregoing, the Tax Matters Representative is authorized and required to represent the Company (at the Company’s expense) in connection with all examinations of the Company’s affairs by tax authorities, including administrative and judicial proceedings, and to expend Company funds for professional services and costs associated therewith. Any decisions made by the Tax Matters Representative, including, without limitation, whether or not to settle or contest any tax matter, and the choice of forum for any such contest, and whether or not to extend the period of limitations for the assessment or collection of any tax, shall either be made in the Tax Matters Representative’s sole discretion. Without limiting the generality of the foregoing, the Tax Matters Representative (i) file a court petition for judicial review shall have the sole and absolute authority to make any elections on behalf of such final adjustment the Company permitted to be made pursuant to the Code or the Treasury Regulations promulgated thereunder and (ii) without limiting the foregoing, may, in its sole discretion, make an election on behalf of the manner and within the period provided Company under Sections 6221(b) or 6226 of the Code, as amended by the Revised Partnership Audit Procedures, as in effect for the first Fiscal Year beginning after December 31, 2017 and thereafter, and (iii) may take all actions the Tax Matters Representative deems necessary or appropriate in connection with the foregoing. (b) Each Member agrees to provide promptly and to update as necessary at any times requested by the Tax Matters Representative, all information, documents, self-certifications, tax identification numbers, tax forms, and verifications thereof, that the Tax Matters Representative deems necessary in connection with (1) any information required for the Company to determine the scope of Sections 6221-6235 of the Code, as amended by the Revised Partnership Audit Procedures; (2) an election by the Company under Section 6221(b) or 6226 of the Code, as amended by the Revised Partnership Audit Procedures, and (3) an audit or a copy final adjustment of which petition shall the Company by a taxing authority. Each Member covenants and agrees to take any action reasonably requested by the Company in connection with an election by the Company under Section 6221(b) or 6226 of the Code, amended by the Revised Partnership Audit Procedures, or an audit or a final adjustment of the Company by a taxing authority (including, without limitation, promptly filing amended tax returns and promptly paying any related taxes, including penalties and interest). DB1/ 109886103.10 (c) To the extent payments are made by the Company on behalf of or with respect to a current Member, such amounts shall, at the election of the Tax Matters Representative, (i) be mailed applied to all Limited Partners on and reduce the date next distribution(s) otherwise payable to such petition is filed, Member under this Agreement or (ii) mail a be paid by the Member to the Company within thirty (30) days of written notice from the Tax Matters Representative requesting the payment. In addition, if any such payment is made on behalf of or with respect to all Limited Partners, within such perioda former Member, that describes Member shall pay over to the General Partner’s reasons for determining not Company an amount equal to file the amount of such a petition. B. Except as otherwise provided in this Agreementpayment (including interest and penalties) made on behalf of or with respect to it within thirty (30) days of written notice from the Tax Matters Representative requesting the payment; provided, all elections and determinations required or permitted to be made by that, the Partnership under the Code or any applicable stateTax Matters Representative, local or foreign tax law shall be made by the General Partner in its sole discretion, may request the payment of a lower amount than the total payment (including interest and absolute discretionpenalties) made on behalf of and with respect to a former Member. C. (d) The General Partner Company shall attempt to allocate indemnify and hold harmless the portion of Tax Matters Representative from and against any loss, liability, damage, cost or expense (including reasonable attorneys’ fees) sustained or any diminution in distributable proceeds resulting from) any taxes, penalties or interest imposed on the Partnership pursuant to the Partnership Tax Audit Rules to those Partners to whom such amounts are specifically attributable (whether incurred as a result of their status, actions, inactions any act or otherwise) where such allocations can decision concerning Company tax matters and within the scope of the Tax Matters Representative’s responsibilities as the Tax Matters Representative. The Tax Matters Representative shall be achieved without unwarranted expense and effort (entitled to rely on the advice of legal counsel as measured in relation to the aggregate amount nature and scope of its Tax Matters and authority as the Tax Matters Representative, and any act or omission of the Tax Matters Representative pursuant to such advice shall in question) as determined by no event subject the General Partner in its discretion, provided that under no circumstances shall Tax Matters Representative to liability to the General Partner be liable for Company or any such amountsMember. D. In (e) The provisions contained in this Section 10.4 shall survive the event that termination of the General Partner shall be removed or replaced pursuant Company, the termination of this Agreement and, with respect to any provision of this AgreementMember, the successor to transfer or assignment of any portion of such Member’s interest in the General Partner shall assume the rights and obligations of this Section 10.2Company.

Tax Matters Representative. A. The General Partner (or its designee) shall be Pubco is hereby appointed the “tax matters partner” or “partnership representative” of the Partnership within the meaning Company under Section 6223 of the Code, and shall have any similar role under applicable state, local or foreign tax law Code (in such roles, the “Tax Matters Representative”). As The Tax Matters Representative, Representative shall be granted the General Partner (or its designee) shall have the right and obligation to take all actions authorized and required, respectively, by the Code and applicable corresponding designation under any similar provisions of any other state, local and foreign or non-U.S. tax lawlaws. The General Partner Managing Member shall have the right select an individual to retain professional assistance in respect of any audit act on behalf of the Partnership by Tax Matters Representative (the IRS“Designated Individual”). All rights, powers and authority conferred upon the Tax Matters Representative shall also be conferred upon the Designated Individual. The Managing Member is specifically directed and authorized to take whatever steps it deems, in its discretion, necessary or desirable to perfect the designation of the Tax Matters Representative and the Designated Individual, including filing any forms or documents with the U.S. Internal Revenue Service and taking such other action as may from time to time be required under applicable Treasury Regulations. The Company shall not be obligated to pay any fees or other compensation to the Tax Matters Representative in its capacity as such, but the Company shall reimburse the Tax Matters Representative for all reasonable out-of-pocket costs and expenses (including attorneys’ and fees other professional fees) incurred by the General Partner (or it in its designee) on behalf of the Partnership capacity as Tax Matters Representative Representative. The Company shall constitute Partnership expenses. In the event defend, indemnify, and hold harmless the Tax Matters Representative receives notice of a final Partnership adjustment under the Code, the Tax Matters Representative shall either (i) file a court petition for judicial review of such final adjustment in the manner against any and within the period provided under the Code, a copy of which petition shall be mailed to all Limited Partners on the date such petition is filed, liabilities sustained 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. Except as otherwise provided in this Agreement, all elections and determinations required or permitted to be made by the Partnership under the Code or any applicable state, local or foreign tax law shall be made by the General Partner in its sole and absolute discretion. C. The General Partner shall attempt to allocate the portion of (or any diminution in distributable proceeds resulting from) any taxes, penalties or interest imposed on the Partnership pursuant to the Partnership Tax Audit Rules to those Partners to whom such amounts are specifically attributable (whether incurred as a result of their statusany act or decision concerning Company tax matters and within the scope of such Member’s responsibilities as Tax Matters Representative, actionsso long as such act or decision was done or made in good faith and does not constitute gross negligence or willful misconduct. The Members acknowledge that the Company shall make the election described in Section 6226 of the Code, inactions or otherwise) where unless the Tax Matter Representative determines not to make such allocations can be achieved without unwarranted expense and effort (as measured in relation to the aggregate amount in question) as determined by the General Partner election in its sole discretion, provided that under no circumstances shall the General Partner be liable for any such amounts. 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 rights and obligations of this Section 10.2.

Tax Matters Representative. A. (a) The General Partner (Partner, or its designee) a Person designated by the General Partner, shall be serve as the “tax matters partner” or within the meaning of Section 6231(a)(7) of the Code prior to its amendment by the Revised Partnership Audit Procedures and as the “partnership representative” of the Partnership within for any tax period subject to the meaning provisions of Section 6223 of the Code, and shall have any similar role under applicable state, local or foreign tax law as amended by the Revised Partnership Audit Procedures (in each such rolescapacity, the “Tax Matters Representative”), and in such capacity shall represent the Partnership in any disputes, controversies or proceedings with the Internal Revenue Service or with any state, local, or non-U.S. taxing authority and is hereby authorized to take any and all actions that it is permitted to take by applicable law when acting in that capacity. As The Tax Matters Representative shall have all of the rights, authority and power, and shall be subject to all of the obligations, of a tax matters partner/partnership representative to the extent provided in the Code and the Treasury Regulations, and the Limited Partners hereby agree to be bound by any actions taken by the Tax Matters Representative in such capacity. The Tax Matters Representative shall represent the Partnership in all tax matters to the extent allowed by law. Without limiting the foregoing, the Tax Matters Representative is authorized and required to represent the Partnership (at the Partnership’s expense) in connection with all examinations of the Partnership’s affairs by tax authorities, including administrative and judicial proceedings, and to expend Partnership funds for professional services and costs associated therewith. Any decisions made by the Tax Matters Representative, including, without limitation, whether or not to settle or contest any tax matter, and the General Partner choice of forum for any such contest, and whether or not to extend the period of limitations for the assessment or collection of any tax, shall be made in the Tax Matters Representative’s sole discretion. Without limiting the generality of the foregoing, the Tax Matters Representative (or its designeei) shall have the right sole and obligation absolute authority to take all actions authorized and required, respectively, by the Code and applicable state, local and foreign tax law. The General Partner shall have the right to retain professional assistance in respect of make any audit of the Partnership by the IRS, and all out-of-pocket expenses and fees incurred by the General Partner (or its designee) elections on behalf of the Partnership permitted to be made pursuant to the Code or the Treasury Regulations promulgated thereunder and (ii) without limiting the foregoing, may, in its sole discretion, make an election on behalf of the Partnership under Sections 6221(b) or 6226 of the Code, as amended by the Revised Partnership Audit Procedures, as in effect for the first Fiscal Year beginning after December 31, 2017 and thereafter, and (iii) may take all actions the Tax Matters Representative deems necessary or appropriate in connection with the foregoing. (b) Each Limited Partner agrees to provide promptly and to update as necessary at any times requested by the Tax Matters Representative, all information, documents, self-certifications, tax identification numbers, tax forms, and verifications thereof, that the Tax Matters Representative deems necessary in connection with (1) any information required for the Partnership to determine the scope of Sections 6221-6235 of the Code, as amended by the Revised Partnership Audit Procedures; (2) an election by the Partnership under Section 6221(b) or 6226 of the Code, as amended by the Revised Partnership Audit Procedures, and (3) an audit or a final adjustment of the Partnership by a taxing authority. Each Member covenants and agrees to take any action reasonably requested by the Partnership in connection with an election by the Partnership under Section 6221(b) or 6226 of the Code, amended by the Revised Partnership Audit Procedures, or an audit or a final adjustment of the Partnership by a taxing authority (including, without limitation, promptly filing amended tax returns and promptly paying any related taxes, including penalties and interest). (c) To the extent payments are made by the Partnership on behalf of or with respect to a current Limited Partner, such amounts shall, at the election of the Tax Matters Representative, (i) be applied to and reduce the next distribution(s) otherwise payable to such Limited Partner under this Agreement or (ii) be paid by the Limited Partner to the Partnership within thirty (30) days of written notice from the Tax Matters Representative requesting the payment. In addition, if any such payment is made on behalf of or with respect to a former Limited Partner, that Limited Partner shall pay over to the Partnership an amount equal to the amount of such payment (including interest and penalties) made on behalf of or with respect to it within thirty (30) days of written notice from the Tax Matters Representative requesting the payment; provided, that, the Tax Matters Representative, in its sole discretion, may request the payment of a lower amount than the total payment (including interest and penalties) made on behalf of and with respect to a former Limited Partner. (d) The Partnership shall indemnify and hold harmless the Tax Matters Representative from and against any loss, liability, damage, cost or expense (including reasonable attorneys’ fees) sustained or incurred as a result of any act or decision concerning Partnership tax matters and within the scope of the Tax Matters DB1/ 110472963.3 Representative’s responsibilities as the Tax Matters Representative. The Tax Matters Representative shall constitute Partnership expenses. In be entitled to rely on the event advice of legal counsel as to the nature and scope of its Tax Matters and authority as the Tax Matters Representative, and any act or omission of the Tax Matters Representative receives notice of a final Partnership adjustment under the Code, pursuant to such advice shall in no event subject the Tax Matters Representative shall either (i) file a court petition for judicial review of such final adjustment in the manner and within the period provided under 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. Except as otherwise provided in this Agreement, all elections and determinations required or permitted to be made by the Partnership under the Code or any applicable state, local or foreign tax law shall be made by the General Partner in its sole and absolute discretion. C. The General Partner shall attempt to allocate the portion of (or any diminution in distributable proceeds resulting from) any taxes, penalties or interest imposed on the Partnership pursuant liability to the Partnership Tax Audit Rules to those Partners to whom such amounts are specifically attributable (whether as a result or any Limited Partnership. The provisions contained in this Section 8.2 shall survive the termination of their statusthe Partnership, actionsthe termination of this Agreement and, inactions or otherwise) where such allocations can be achieved without unwarranted expense and effort (as measured in relation to the aggregate amount in question) as determined by the General Partner in its discretion, provided that under no circumstances shall the General Partner be liable for any such amounts. D. In the event that the General Partner shall be removed or replaced pursuant with respect to any provision of this AgreementLimited Partner, the successor to transfer or assignment of any portion of such Limited Partner’s interest in the General Partner shall assume the rights and obligations of this Section 10.2Company.

Tax Matters Representative. A. The General Partner (or its designeea) Mobility shall be designated and shall serve as the “tax matters partner” or within the meaning of Section 6231(a)(7) of the Code (to the extent applicable for taxable years beginning before January 1, 2018) and as the “partnership representative” of the Partnership within Company for any tax period subject to the meaning provisions of Section 6223 of the Code, and shall have any similar role under applicable state, local or foreign tax law as amended by the Revised Partnership Audit Procedures (in each such rolescapacity, the “Tax Matters Representative” or “TMR”). As Tax Matters RepresentativeEach Member hereby consents to such designation and agrees that, upon the General Partner (or its designee) shall have the right and obligation to take all actions authorized and required, respectively, by the Code and applicable state, local and foreign tax law. The General Partner shall have the right to retain professional assistance in respect of any audit request of the Partnership by Manager, it will execute, certify, acknowledge, deliver, swear to, file and record at the IRS, and appropriate public offices such documents as may reasonably be necessary or appropriate to evidence such consent. Without the consent of all out-of-pocket expenses and fees incurred by the General Partner (or its designee) on behalf of the Partnership as Tax Matters Representative shall constitute Partnership expenses. In the event the Tax Matters Representative receives notice of a final Partnership adjustment under the CodeMembers, the Tax Matters Representative may not elect to apply the Revised Partnership Audit Procedures to any taxable year beginning before January 1, 2018. (b) In its capacity as Tax Matters Representative, Mobility shall either represent the Company in any disputes, controversies or proceedings with the Internal Revenue Service or with any state, local, or non-U.S. taxing authority and is hereby authorized to take any and all actions that it is permitted to take by applicable law when acting in that capacity. The Members acknowledge and agree that it is the intention of the Members to minimize any obligations of the Company to pay taxes and interest in connection with any audit of the Company, including, if the Tax Matters Representative so determines, by means of elections under Section 6226 of the Code and/or the Members filing amended returns under Section 6225(c)(2) of the Code, in each case as amended by the Revised Partnership Audit Procedures. The Members agree to cooperate in good faith, including without limitation by timely providing information reasonably requested by the Tax Matters Representative and making elections and filing amended returns reasonably requested by the Tax Matters Representative, and by paying any applicable taxes, interest and penalties, to give effect to the preceding sentence. The Company shall make any payments it may be required to make under the Revised Partnership Audit Procedures and, in the Tax Matters Representative’s reasonable discretion, allocate any such payment among the current or former Members of the Company for the “reviewed year” to which the payment relates in a manner that reflects the current or former Members’ respective interests in the Company for that year and any other factors taken into account in determining the amount of the payment. To the extent payments are made by the Company that are allocable to a current Member in accordance with this Section 20(b), such amounts shall, at the election of the Tax Matters Representative, (i) file a court petition for judicial review of be applied to and reduce the next distribution(s) otherwise payable to such final adjustment in the manner and within the period provided Member under the Code, a copy of which petition shall be mailed to all Limited Partners on the date such petition is filed, this Agreement or (ii) mail a be paid by the Member to the Company within thirty (30) days of written notice from the Tax Matters Representative requesting the payment. In addition, if any such payment is allocable to all Limited Partners, within such perioda former Member, that describes Member shall pay over to the General PartnerCompany an amount equal to the amount of such payment within thirty (30) days of written notice from the Tax Matters Representative requesting the payment. The provisions contained in this Section 20(b) shall survive the dissolution of the Company and the withdrawal of any Member or the Transfer of any Member’s reasons for determining not interest in the Company and shall apply to file such a petitionany current or former Member. B. Except as otherwise provided (c) The Company shall indemnify and reimburse the Tax Matters Representative for (i) all expenses, including legal and accounting fees, claims, liabilities, losses and damages incurred in this Agreementconnection with any administrative or judicial proceeding with respect to the tax liability of the Members or in connection with any audit of the Company’s income tax returns, except to the extent such expenses, claims, liabilities, losses and damages are attributable to the gross negligence or willful misconduct of the Tax Matters Representative and (ii) any taxes imposed on the Company or the Manager in respect of the Company’s operations or activities (other than income taxes payable in respect of profits properly allocated to Manager). The payment of all elections and determinations required or permitted such expenses to be made by which the Partnership under the Code or any applicable state, local or foreign tax law indemnification applies shall be made before any distributions pursuant to Section 16(a)(ii). Neither the Manager, nor any of its affiliates, nor any other person shall have any obligation to provide funds for such purpose. The taking of any action and the incurring of any expense by the General Partner Tax Matters Representative in connection with any such proceeding, except to the extent required by law, is a matter in the reasonable discretion of the Tax Matters Representative and the provisions on limitations of liability of the Manager and indemnification set forth in Section 24 of this Agreement shall be fully applicable to the Tax Matters Representative in its sole and absolute discretioncapacity as such. C. The General Partner shall attempt to allocate the portion of (or any diminution in distributable proceeds resulting from) any taxes, penalties or interest imposed on the Partnership pursuant to the Partnership Tax Audit Rules to those Partners to whom such amounts are specifically attributable (whether as a result of their status, actions, inactions or otherwise) where such allocations can be achieved without unwarranted expense and effort (as measured in relation to the aggregate amount in question) as determined by the General Partner in its discretion, provided that under no circumstances shall the General Partner be liable for any such amounts. 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 rights and obligations of this Section 10.2.