Common use of Tax Status and Returns Clause in Contracts

Tax Status and Returns. (a) Any provision hereof to the contrary notwithstanding, the Partnership shall be subject, solely for federal income tax purposes, to all provisions of Subchapter K of Chapter 1 of Subtitle A of the Code; provided, however, that the filing of U.S. Partnership Returns of Income shall not be construed to extend the purposes of the Partnership. At the request of any Partner, the Partnership shall file an election under Section 754 of the Code and under the corresponding sections of applicable state laws. Any costs or expenses associated with making such elections shall be paid by the Partner requesting the election in accordance with Section 8.2(d). (b) The Partnership shall prepare or cause to be prepared by the principal certified public accountant for the Partnership not later than thirty (30) days prior to the date of required filing thereof (including extensions) all tax returns and statements, if any, that must be filed on behalf of the Partnership with any taxing authority, and shall submit such returns and statements to all the Partners for their approval prior to filing, and when approved by the Partners, or when due, if necessary, without approval, make timely filing thereof. Shurgard shall provide preliminary tax information with respect to the Partnership's immediately preceding taxable year (which will be based on unaudited financial information) to Fremont not later than forty-five (45) days prior to the required filing date of the Partnership's tax returns (without extensions). (c) Shurgard shall act as the "tax matters partner" of the Partnership within the meaning of Section 6231(a)(7) of the Code and in any similar capacity under applicable state or local tax law. Shurgard shall keep the other Partners fully informed and consult with them regarding matters for which it is responsible while acting in such capacity. All expenses incurred by Shurgard while acting in such capacity shall be paid or reimbursed by the Partnership. Notwithstanding the foregoing, Shurgard shall not have the authority to make elections or settle any tax-related disputes with respect to the Partnership without the prior written agreement of Fremont.

Tax Status and Returns. (a) Any provision hereof The Company shall be responsible for timely filing all tax returns of the Company and timely furnishing to each Member its Schedule K-1 for any year and any similar forms required for state or local tax purposes, it being understood that the Manager shall deliver a Schedule K-1 to each Member no later than January 31 of the year following the end of each fiscal year. Each Member shall furnish to the contrary notwithstandingCompany all pertinent information in its possession relating to the Member or the Company’s operations that is reasonably necessary to enable the Company’s tax returns to be timely prepared and filed. Each Member shall provide any forms (including an IRS Form W-9 or applicable IRS Form W-8) reasonably required by the Company to allow the Company to determine the amount, if any, that is required to be withheld with respect to such Member under applicable tax laws. (b) [Axxxxxxxx Xxxxx] is hereby designated as the “Partnership Representative” for the Company within the meaning of Code Section 6223. Subject to Section 7.2(c), all Members (and former Members) agree to cooperate with, and to take all reasonable actions requested by the Partnership Representative to avoid or reduce any tax imposed under Code Section 6225, including cooperating with any election under Code Section 6226, or to otherwise allow the Company and the Partnership Representative to comply with the applicable provisions of the Code. All Members shall cooperate in good faith to amend this Section 7.1(b) or other provisions of this Agreement as necessary to reflect any statutory amendments or the promulgation of Treasury Regulations or other administrative authority promulgated under the applicable provisions of the Code so as to, to the extent possible, preserve the relative rights, duties, and obligations of the Members hereunder. The Partnership Representative will provide the Members (including, if applicable, the Members for each applicable reviewed year) with copies of all correspondence with the IRS and all court filings related to income taxes. The obligations of a Member under this Section 7.2(a) shall survive such Member’s sale or other disposition of its Membership Interests in the Company and the termination, dissolution, liquidation, or winding up of the Company. (a) The Partnership Representative shall be subjectnot have the authority, solely without the prior written consent of 286 Lenox, to do any of the following: (i) enter into a settlement agreement with the U.S. Internal Revenue Service that purports to bind the other Members; (ii) file an administrative adjustment request contemplated in Code Section 6227 (iii) make an election under Code Section 6221(b); (iv) amend any Company tax return; (v) request a “modification” in accordance with Code Section 6225(c) regarding any imputed underpayment; (vi) make any payment toward any imputed underpayment of income taxes; (vii) make an election under Code Section 6226 to “push out” any adjustments to partnership related items reflected on a notice of final partnership adjustment issued by the IRS; (viii) enter into an agreement to extend the statute of limitations for any year; or (ix) commence or settle any Tax Court case or other judicial or administrative proceeding with respect to any tax returns. The obligations of the Partnership Representative to obtain the written consent of 286 Lenox under this Section 7.2(a) shall survive 286 Lenox’s sale or other disposition of its Membership Interests in the Company and the termination, dissolution, liquidation, or winding up of the Company to the extent that the actions taken by the Partnership Representative relate to any taxable period for which 286 Lenox was a Member of the Company (c) Each Member acknowledges that this Agreement creates a partnership for federal and state income tax purposes, and hereby agrees not to all provisions elect under Code Section 761 or applicable state law to be excluded from the application of Subchapter K of Chapter 1 of Subtitle A of the Code; providedCode or any similar state statute applicable to the Company. No Member, howeverdirector, that the filing of U.S. Partnership Returns of Income shall not be construed to extend the purposes officer, manager, agent or employee of the Partnership. At Company is authorized to, or may, file IRS Form 8832 (or such alternative or successor form) to elect to have the request of any PartnerCompany be classified as a corporation for federal income tax purposes, the Partnership shall file an election under Section 754 of the Code and under the corresponding sections of applicable state laws. Any costs or expenses associated with making such elections shall be paid by the Partner requesting the election in accordance with Section 8.2(d)Treasury Regulation section 301.7701-3. (b) The Partnership shall prepare or cause to be prepared by the principal certified public accountant for the Partnership not later than thirty (30) days prior to the date of required filing thereof (including extensions) all tax returns and statements, if any, that must be filed on behalf of the Partnership with any taxing authority, and shall submit such returns and statements to all the Partners for their approval prior to filing, and when approved by the Partners, or when due, if necessary, without approval, make timely filing thereof. Shurgard shall provide preliminary tax information with respect to the Partnership's immediately preceding taxable year (which will be based on unaudited financial information) to Fremont not later than forty-five (45) days prior to the required filing date of the Partnership's tax returns (without extensions). (c) Shurgard shall act as the "tax matters partner" of the Partnership within the meaning of Section 6231(a)(7) of the Code and in any similar capacity under applicable state or local tax law. Shurgard shall keep the other Partners fully informed and consult with them regarding matters for which it is responsible while acting in such capacity. All expenses incurred by Shurgard while acting in such capacity shall be paid or reimbursed by the Partnership. Notwithstanding the foregoing, Shurgard shall not have the authority to make elections or settle any tax-related disputes with respect to the Partnership without the prior written agreement of Fremont.

Tax Status and Returns. (a) Any provision Notwithstanding any provisions hereof to the contrary notwithstandingcontrary, each of the Partnership shall Venturers hereby recognizes that the Venture will be subject, solely a partnership for United States federal income tax purposes, purposes and that the Venture will be subject to all provisions of Subchapter K of Chapter 1 of Subtitle A of the Code; provided, however, that the filing of U.S. Partnership Returns of Income shall not be construed to extend the purposes purpose of the PartnershipVenture or expand the obligations or liabilities of the Venturers. At the request of any PartnerVenturer, the Partnership Venture shall file an election under Section section 754 of the Code and under the corresponding sections of applicable state laws. Any costs or expenses associated with making such elections shall be paid by the Partner requesting the election in accordance with Section 8.2(d)Code. (b) The Partnership Xxxxx (as long as Xxxxx, an Affiliated Entity of Xxxxx or a Person Conrtolled by a member of the Xxxxx Control Group is the Property Manager) or Company (in all other instances) shall prepare or cause to be prepared by at the principal certified public accountant for expense of the Partnership not later than thirty (30) days prior to the date of required filing thereof (including extensions) Venture all tax returns and statements, if any, that which must be filed on behalf of the Partnership Venture regarding this transaction and the operation, dissolution and liquidation of the Venture with any taxing authority, and shall submit such returns and statements to all of the Partners Venturers for their prior approval prior to filingat least 30 days before such returns and statements are due (including extensions), and when approved Approved by the Partners, or when due, if necessary, without approvalVenturers, make timely filing thereof. Shurgard shall provide preliminary tax information with respect to In addition, within 120 days after the Partnership's immediately preceding taxable end of each fiscal year (which will be based on unaudited financial information) to Fremont not later than forty-five (45) days prior to the required filing date of the Partnership's Venture, Xxxxx (as long as Xxxxx, an Affiliated Entity of Xxxxx or a Person Controlled by a member of the Xxxxx Control Group is the Property Manager) or Company (in all other instances) shall furnish each Venturer with a report setting forth in sufficient detail all data and information regarding the business and affairs of the Venture as shall enable the Venture and each Venturer to prepare its federal, state and local tax returns returns. (without extensions). (ci) Shurgard shall act as the "Company is designated tax matters partner" of the Partnership within the meaning of Section partner (herein "TMP") as defined in section 6231(a)(7) of the Code and the Venturers will take such actions as may be necessary, appropriate, or convenient to effect the designation of Company as TMP. In the event that Company shall no longer be a Managing Partner, then Xxxxx shall be the TMP for all taxable years beginning with the year during which Company ceases to be a Managing Partner. The TMP and the other Venturers shall use their best efforts to comply with the responsibilities outlined in this section and in Sections 6222 through 6231 of the Code (including any Regulations promulgated thereunder). In determining the TMP's responsibilities under Section 6223(g) of the Code, the term "each partner" shall be deemed to mean "each Venturer". (ii) Xxxxx shall furnish Company with such information as Company shall reasonably request to permit it to provide the Internal Revenue Service with sufficient information to allow proper notice to the parties in accordance with Section 6223 of the Code. (iii) As TMP, the Company covenants and agrees with the other Venturers that (i) after the receipt of a final partnership administrative adjustment for a taxable year, the Company will not file a "petition for readjustment of the partnership items", within the meaning of Section 6226 of the Code, in any similar capacity under applicable state or local tax law. Shurgard shall keep court other than the United States Tax Court, without the consent of the other Partners fully informed Venturers and consult (ii) the Company will not agree, pursuant to Section 6229(b)(l)(B) of the Code, to extend the period for assessing any tax imposed by subtitle A of the Code with them regarding matters for respect to any person which it is responsible while acting in attributable to any partnership item (or affected items) of the Venture without the consent of all of the Venturers. In the event any other Venturer becomes a TMP, such capacity. All expenses incurred by Shurgard while acting in such capacity Venturer shall be paid bound by this provision. (iv) No Venturer shall file, pursuant to section 6227 of the Code, a request for an administrative adjustment of partnership items for any partnership taxable year without first notifying the other Venturers. If the other Venturers agree with the requested adjustment, the TMP shall file the request for administrative adjustment on behalf of the Venture. If the Venturers do not reach agreement within thirty days or within the period required to timely file the request for administrative adjustment, if shorter, any Venturer may file a request for administrative adjustment on its own behalf. If, under section 6227 of the Code, a request for administrative adjustment which is to be made by the TMP must be filed on behalf of the Venture, the TMP shall also file such a request on behalf of the Venture under the circumstances set forth in the preceding sentence. (v) If any Venturer intends to file a petition under section 6226 or 6228 of the Code with respect to any partnership item or other tax matter involving the Venture, the Venturer so intending shall notify the other Venturers of such intention and the nature of the contemplated proceeding. Such notice shall be given in a reasonable time to allow the other Venturers to participate in the choosing of the forum in which such petition will be filed. If the Venturers do not agree on the appropriate forum, the petition shall be filed with the United States Tax Court. If any Venturer intends to seek review of any court decision rendered as a result of the proceeding instituted under the preceding part of this subsection, such party shall notify the others of such intended action. (vi) The TMP shall not bind the other Venturers to settlement agreement without the Approval of the Venturers. If any Venturer enters into a settlement agreement with the Secretary of the Treasury with respect to any partnership items, as defined by section 6231(a)(3) of the Code, it shall notify the other Venturers of such settlement agreement and its terms within thirty days from the date of settlement. (vii) These provisions shall survive the termination of the Venture or the termination of any Venturer's interest in the Venture and shall remain binding on the Venturers for a period of time necessary to resolve with the Internal Revenue Service or the Department of the Treasury any and all matters regarding the Federal income taxation of the Venture and each of the Venturers with respect to Venture matters. (d) Each Venturer (and any transferee of such Venturer) shall timely file and shall use its best efforts to cause any of its Affiliates timely to file any election permitted by law if, in the opinion of tax counsel for such Venturer (or such Affiliate), the timely filing of such an election: (i) would prevent the Venture's assets from being treated in whole or in part as "tax-exempt use property" within the meaning of Code section 168(j) (or any successor provision thereto); and (ii) would not create a significant risk that such Venturer or any of its Affiliates shall, as a result of the filing of such election, become subject to a more onerous tax burden than the burden to which they would have been subject had such an election not been made. Such Venturer and its Affiliates shall be reimbursed by the Partnership. Notwithstanding Venture for any reasonable expenses, including reasonable attorneys' fees, which they incur in the foregoing, Shurgard shall not have the authority determination of whether to make elections or settle such election and the preparation and filing of any tax-related disputes with respect to the Partnership without the prior written agreement of Fremontsuch election.

Tax Status and Returns. (a) Any provision hereof The Company shall be responsible for timely filing all tax returns of the Company and timely furnishing to each Member its Schedule K-1 for any year and any similar forms required for state or local tax purposes, it being understood that the Manager shall deliver a Schedule K-1 to each Member no later than January 31 of the year following the end of each fiscal year. Each Member shall furnish to the contrary notwithstandingCompany all pertinent information in its possession relating to the Member or the Company’s operations that is reasonably necessary to enable the Company’s tax returns to be timely prepared and filed. Each Member shall provide any forms (including an IRS Form W-9 or applicable IRS Form W-8) reasonably required by the Company to allow the Company to determine the amount, if any, that is required to be withheld with respect to such Member under applicable tax laws. (b) [Xxxxxxx X. Xxxxxxx] is hereby designated as the “Partnership Representative” for the Company within the meaning of Code Section 6223. Subject to Section 7.2(c), all Members (and former Members) agree to cooperate with, and to take all reasonable actions requested by the Partnership Representative to avoid or reduce any tax imposed under Code Section 6225, including cooperating with any election under Code Section 6226, or to otherwise allow the Company and the Partnership Representative to comply with the applicable provisions of the Code. All Members shall cooperate in good faith to amend this Section 7.1(b) or other provisions of this Agreement as necessary to reflect any statutory amendments or the promulgation of Treasury Regulations or other administrative authority promulgated under the applicable provisions of the Code so as to, to the extent possible, preserve the relative rights, duties, and obligations of the Members hereunder. The Partnership Representative will provide the Members (including, if applicable, the Members for each applicable reviewed year) with copies of all correspondence with the IRS and all court filings related to income taxes. The obligations of a Member under this Section 7.2(a) shall survive such Member’s sale or other disposition of its Membership Interests in the Company and the termination, dissolution, liquidation, or winding up of the Company. (a) The Partnership Representative shall be subjectnot have the authority, solely without the prior written consent of Gateway, to do any of the following: (i) enter into a settlement agreement with the U.S. Internal Revenue Service that purports to bind the other Members; (ii) file an administrative adjustment request contemplated in Code Section 6227 (iii) make an election under Code Section 6221(b); (iv) amend any Company tax return; (v) request a “modification” in accordance with Code Section 6225(c) regarding any imputed underpayment; (vi) make any payment toward any imputed underpayment of income taxes; (vii) make an election under Code Section 6226 to “push out” any adjustments to partnership related items reflected on a notice of final partnership adjustment issued by the IRS; (viii) enter into an agreement to extend the statute of limitations for any year; or (ix) commence or settle any Tax Court case or other judicial or administrative proceeding with respect to any tax returns. The obligations of the Partnership Representative to obtain the written consent of Gateway under this Section 7.2(a) shall survive Gateway’s sale or other disposition of its Membership Interests in the Company and the termination, dissolution, liquidation, or winding up of the Company to the extent that the actions taken by the Partnership Representative relate to any taxable period for which Gateway was a Member of the Company (c) Each Member acknowledges that this Agreement creates a partnership for federal and state income tax purposes, and hereby agrees not to all provisions elect under Code Section 761 or applicable state law to be excluded from the application of Subchapter K of Chapter 1 of Subtitle A of the Code; providedCode or any similar state statute applicable to the Company. No Member, howeverdirector, that the filing of U.S. Partnership Returns of Income shall not be construed to extend the purposes officer, manager, agent or employee of the Partnership. At Company is authorized to, or may, file IRS Form 8832 (or such alternative or successor form) to elect to have the request of any PartnerCompany be classified as a corporation for federal income tax purposes, the Partnership shall file an election under Section 754 of the Code and under the corresponding sections of applicable state laws. Any costs or expenses associated with making such elections shall be paid by the Partner requesting the election in accordance with Section 8.2(d)Treasury Regulation section 301.7701-3. (b) The Partnership shall prepare or cause to be prepared by the principal certified public accountant for the Partnership not later than thirty (30) days prior to the date of required filing thereof (including extensions) all tax returns and statements, if any, that must be filed on behalf of the Partnership with any taxing authority, and shall submit such returns and statements to all the Partners for their approval prior to filing, and when approved by the Partners, or when due, if necessary, without approval, make timely filing thereof. Shurgard shall provide preliminary tax information with respect to the Partnership's immediately preceding taxable year (which will be based on unaudited financial information) to Fremont not later than forty-five (45) days prior to the required filing date of the Partnership's tax returns (without extensions). (c) Shurgard shall act as the "tax matters partner" of the Partnership within the meaning of Section 6231(a)(7) of the Code and in any similar capacity under applicable state or local tax law. Shurgard shall keep the other Partners fully informed and consult with them regarding matters for which it is responsible while acting in such capacity. All expenses incurred by Shurgard while acting in such capacity shall be paid or reimbursed by the Partnership. Notwithstanding the foregoing, Shurgard shall not have the authority to make elections or settle any tax-related disputes with respect to the Partnership without the prior written agreement of Fremont.

Tax Status and Returns. (a) Any provision hereof The Company shall be responsible for timely filing all tax returns of the Company and timely furnishing to each Member its Schedule K-1 for any year and any similar forms required for state or local tax purposes, it being understood that the Manager shall deliver a Schedule K-1 to each Member no later than January 31 of the year following the end of each fiscal year. Each Member shall furnish to the contrary notwithstandingCompany all pertinent information in its possession relating to the Member or the Company’s operations that is reasonably necessary to enable the Company’s tax returns to be timely prepared and filed. Each Member shall provide any forms (including an IRS Form W-9 or applicable IRS Form W-8) reasonably required by the Company to allow the Company to determine the amount, if any, that is required to be withheld with respect to such Member under applicable tax laws. (b) Mxxxxxx X. Xxxxx is hereby designated as the “Partnership Representative” for the Company within the meaning of Code Section 6223. Subject to Section 7.2(c), all Members (and former Members) agree to cooperate with, and to take all reasonable actions requested by the Partnership Representative to avoid or reduce any tax imposed under Code Section 6225, including cooperating with any election under Code Section 6226, or to otherwise allow the Company and the Partnership Representative to comply with the applicable provisions of the Code. All Members shall cooperate in good faith to amend this Section 7.1(b) or other provisions of this Agreement as necessary to reflect any statutory amendments or the promulgation of Treasury Regulations or other administrative authority promulgated under the applicable provisions of the Code so as to, to the extent possible, preserve the relative rights, duties, and obligations of the Members hereunder. The Partnership Representative will provide the Members (including, if applicable, the Members for each applicable reviewed year) with copies of all correspondence with the IRS and all court filings related to income taxes. The obligations of a Member under this Section 7.2(a) shall survive such Member’s sale or other disposition of its Membership Interests in the Company and the termination, dissolution, liquidation, or winding up of the Company. (a) The Partnership Representative shall be subjectnot have the authority, solely without the prior written consent of One Chestnut Partners, to do any of the following: (i) enter into a settlement agreement with the U.S. Internal Revenue Service that purports to bind the other Members; (ii) file an administrative adjustment request contemplated in Code Section 6227 (iii) make an election under Code Section 6221(b); (iv) amend any Company tax return; (v) request a “modification” in accordance with Code Section 6225(c) regarding any imputed underpayment; (vi) make any payment toward any imputed underpayment of income taxes; (vii) make an election under Code Section 6226 to “push out” any adjustments to partnership related items reflected on a notice of final partnership adjustment issued by the IRS; (viii) enter into an agreement to extend the statute of limitations for any year; or (ix) commence or settle any Tax Court case or other judicial or administrative proceeding with respect to any tax returns. The obligations of the Partnership Representative to obtain the written consent of One Chestnut Partners under this Section 7.2(a) shall survive One Chestnut Partners’ sale or other disposition of its Membership Interests in the Company and the termination, dissolution, liquidation, or winding up of the Company to the extent that the actions taken by the Partnership Representative relate to any taxable period for which One Chestnut Partners was a Member of the Company (c) Each Member acknowledges that this Agreement creates a partnership for federal and state income tax purposes, and hereby agrees not to all provisions elect under Code Section 761 or applicable state law to be excluded from the application of Subchapter K of Chapter 1 of Subtitle A of the Code; providedCode or any similar state statute applicable to the Company. No Member, howeverdirector, that the filing of U.S. Partnership Returns of Income shall not be construed to extend the purposes officer, manager, agent or employee of the Partnership. At Company is authorized to, or may, file IRS Form 8832 (or such alternative or successor form) to elect to have the request of any PartnerCompany be classified as a corporation for federal income tax purposes, the Partnership shall file an election under Section 754 of the Code and under the corresponding sections of applicable state laws. Any costs or expenses associated with making such elections shall be paid by the Partner requesting the election in accordance with Section 8.2(d)Treasury Regulation section 301.7701-3. (b) The Partnership shall prepare or cause to be prepared by the principal certified public accountant for the Partnership not later than thirty (30) days prior to the date of required filing thereof (including extensions) all tax returns and statements, if any, that must be filed on behalf of the Partnership with any taxing authority, and shall submit such returns and statements to all the Partners for their approval prior to filing, and when approved by the Partners, or when due, if necessary, without approval, make timely filing thereof. Shurgard shall provide preliminary tax information with respect to the Partnership's immediately preceding taxable year (which will be based on unaudited financial information) to Fremont not later than forty-five (45) days prior to the required filing date of the Partnership's tax returns (without extensions). (c) Shurgard shall act as the "tax matters partner" of the Partnership within the meaning of Section 6231(a)(7) of the Code and in any similar capacity under applicable state or local tax law. Shurgard shall keep the other Partners fully informed and consult with them regarding matters for which it is responsible while acting in such capacity. All expenses incurred by Shurgard while acting in such capacity shall be paid or reimbursed by the Partnership. Notwithstanding the foregoing, Shurgard shall not have the authority to make elections or settle any tax-related disputes with respect to the Partnership without the prior written agreement of Fremont.

Tax Status and Returns. (a) Any provision hereof The Company shall be responsible for timely filing all tax returns of the Company and timely furnishing to each Member its Schedule K-1 for any year and any similar forms required for state or local tax purposes, it being understood that the Manager shall deliver a Schedule K-1 to each Member no later than January 31 of the year following the end of each fiscal year. Each Member shall furnish to the contrary notwithstandingCompany all pertinent information in its possession relating to the Member or the Company’s operations that is reasonably necessary to enable the Company’s tax returns to be timely prepared and filed. Each Member shall provide any forms (including an IRS Form W-9 or applicable IRS Form W-8) reasonably required by the Company to allow the Company to determine the amount, if any, that is required to be withheld with respect to such Member under applicable tax laws. (b) [Cxxxxxx X. Xxxxxxx] is hereby designated as the “Partnership Representative” for the Company within the meaning of Code Section 6223. Subject to Section 7.2(c), all Members (and former Members) agree to cooperate with, and to take all reasonable actions requested by the Partnership Representative to avoid or reduce any tax imposed under Code Section 6225, including cooperating with any election under Code Section 6226, or to otherwise allow the Company and the Partnership Representative to comply with the applicable provisions of the Code. All Members shall cooperate in good faith to amend this Section 7.1(b) or other provisions of this Agreement as necessary to reflect any statutory amendments or the promulgation of Treasury Regulations or other administrative authority promulgated under the applicable provisions of the Code so as to, to the extent possible, preserve the relative rights, duties, and obligations of the Members hereunder. The Partnership Representative will provide the Members (including, if applicable, the Members for each applicable reviewed year) with copies of all correspondence with the IRS and all court filings related to income taxes. The obligations of a Member under this Section 7.2(a) shall survive such Member’s sale or other disposition of its Membership Interests in the Company and the termination, dissolution, liquidation, or winding up of the Company. (a) The Partnership Representative shall be subjectnot have the authority, solely without the prior written consent of Gateway, to do any of the following: (i) enter into a settlement agreement with the U.S. Internal Revenue Service that purports to bind the other Members; (ii) file an administrative adjustment request contemplated in Code Section 6227 (iii) make an election under Code Section 6221(b); (iv) amend any Company tax return; (v) request a “modification” in accordance with Code Section 6225(c) regarding any imputed underpayment; (vi) make any payment toward any imputed underpayment of income taxes; (vii) make an election under Code Section 6226 to “push out” any adjustments to partnership related items reflected on a notice of final partnership adjustment issued by the IRS; (viii) enter into an agreement to extend the statute of limitations for any year; or (ix) commence or settle any Tax Court case or other judicial or administrative proceeding with respect to any tax returns. The obligations of the Partnership Representative to obtain the written consent of Gateway under this Section 7.2(a) shall survive Gateway’s sale or other disposition of its Membership Interests in the Company and the termination, dissolution, liquidation, or winding up of the Company to the extent that the actions taken by the Partnership Representative relate to any taxable period for which Gateway was a Member of the Company (c) Each Member acknowledges that this Agreement creates a partnership for federal and state income tax purposes, and hereby agrees not to all provisions elect under Code Section 761 or applicable state law to be excluded from the application of Subchapter K of Chapter 1 of Subtitle A of the Code; providedCode or any similar state statute applicable to the Company. No Member, howeverdirector, that the filing of U.S. Partnership Returns of Income shall not be construed to extend the purposes officer, manager, agent or employee of the Partnership. At Company is authorized to, or may, file IRS Form 8832 (or such alternative or successor form) to elect to have the request of any PartnerCompany be classified as a corporation for federal income tax purposes, the Partnership shall file an election under Section 754 of the Code and under the corresponding sections of applicable state laws. Any costs or expenses associated with making such elections shall be paid by the Partner requesting the election in accordance with Section 8.2(d)Treasury Regulation section 301.7701-3. (b) The Partnership shall prepare or cause to be prepared by the principal certified public accountant for the Partnership not later than thirty (30) days prior to the date of required filing thereof (including extensions) all tax returns and statements, if any, that must be filed on behalf of the Partnership with any taxing authority, and shall submit such returns and statements to all the Partners for their approval prior to filing, and when approved by the Partners, or when due, if necessary, without approval, make timely filing thereof. Shurgard shall provide preliminary tax information with respect to the Partnership's immediately preceding taxable year (which will be based on unaudited financial information) to Fremont not later than forty-five (45) days prior to the required filing date of the Partnership's tax returns (without extensions). (c) Shurgard shall act as the "tax matters partner" of the Partnership within the meaning of Section 6231(a)(7) of the Code and in any similar capacity under applicable state or local tax law. Shurgard shall keep the other Partners fully informed and consult with them regarding matters for which it is responsible while acting in such capacity. All expenses incurred by Shurgard while acting in such capacity shall be paid or reimbursed by the Partnership. Notwithstanding the foregoing, Shurgard shall not have the authority to make elections or settle any tax-related disputes with respect to the Partnership without the prior written agreement of Fremont.

Tax Status and Returns. (a) Any provision hereof to the contrary notwithstanding, the Partnership The Company shall be subject, solely responsible for federal income timely filing all tax returns of the Company and timely furnishing to each Member its Schedule K-1 for any year and any similar forms required for state or local tax purposes, it being understood that the Manager shall use commercially reasonable efforts to deliver a Schedule K-1 to each Member within 90 days following the end of each fiscal year, provided that, in the event of an extraordinary item or changes in the applicable tax laws, such delivery date maybe extended as the Manager deems reasonably necessary. Additionally, in the event the Manager anticipates a delay in the delivery of a Schedule K-1 to a Member, the Manager may in its sole discretion, elect to deliver an estimated Schedule K-1 to such Member. Each Member shall furnish to the Company all provisions of Subchapter K of Chapter 1 of Subtitle A of pertinent information in its possession relating to the Code; providedMember or the Company’s operations that is reasonably necessary to enable the Company’s tax returns to be timely prepared and filed. Each Member shall provide any forms (including an IRS Form W-9 or applicable IRS Form W-8) reasonably required by the Company to allow the Company to determine the amount, howeverif any, that the filing of U.S. Partnership Returns of Income shall not is required to be construed withheld with respect to extend the purposes of the Partnership. At the request of any Partner, the Partnership shall file an election such Member under Section 754 of the Code and under the corresponding sections of applicable state tax laws. Any costs or expenses associated with making such elections shall be paid by the Partner requesting the election in accordance with Section 8.2(d). (b) The Manager is hereby designated as the “Partnership shall prepare or cause to be prepared by the principal certified public accountant Representative” for the Partnership not later than thirty (30) days prior to the date of required filing thereof (including extensions) all tax returns and statements, if any, that must be filed on behalf of the Partnership with any taxing authority, and shall submit such returns and statements to all the Partners for their approval prior to filing, and when approved by the Partners, or when due, if necessary, without approval, make timely filing thereof. Shurgard shall provide preliminary tax information with respect to the Partnership's immediately preceding taxable year (which will be based on unaudited financial information) to Fremont not later than forty-five (45) days prior to the required filing date of the Partnership's tax returns (without extensions). (c) Shurgard shall act as the "tax matters partner" of the Partnership Company within the meaning of Code section 6223. All Members (and former Members) agree to cooperate with, and to take all reasonable actions requested by the Partnership Representative to avoid or reduce any tax imposed under Code section 6225, including cooperating with any election under Code section 6226, or to otherwise allow the Company and the Partnership Representative to comply with the applicable provisions of the Code. All Members shall cooperate in good faith to amend this Section 6231(a)(77.1(b) or other provisions of this Agreement as necessary to reflect any statutory amendments or the promulgation of Treasury Regulations or other administrative authority promulgated under the applicable provisions of the Code so as to, to the extent possible, preserve the relative rights, duties, and obligations of the Members hereunder. The obligations of a Member under this Section 7.1(b) shall survive such Member’s sale or other disposition of its Membership Interests in the Company and the termination, dissolution, liquidation, or winding up of the Company. (c) If Sxxxx Seattle’s partnership representative, as designated under Code section 6223, is required to obtain written consent from the Company prior to taking certain actions on behalf of Sxxxx Seattle in connection with a partnership audit (as contemplated by Section 7.2(c) of the Code Amended and in any similar capacity under applicable state or local tax law. Shurgard shall keep the other Partners fully informed and consult with them regarding matters for which it is responsible while acting in Rested Limited Liability Company Agreement of Sxxxx Seattle), such capacity. All expenses incurred by Shurgard while acting in such capacity shall be paid or reimbursed by the Partnership. Notwithstanding the foregoing, Shurgard shall not have the authority to make elections or settle any tax-related disputes with respect to the Partnership without the prior written agreement consent may be granted only upon the affirmative vote of Fremont.the holders of not less than a majority of the Units then Outstanding entitled to vote (in accordance with this Agreement)..

Tax Status and Returns. (a) Any provision 1. Notwithstanding any provisions hereof to the contrary notwithstandingcontrary, each of the Partnership shall Venturers hereby recognizes that the Venture will be subject, solely a partnership for United States federal income tax purposes, purposes and that the Venture will be subject to all provisions of Subchapter K of Chapter 1 of Subtitle A of the Code; provided, however, that the filing of U.S. Partnership Returns of Income shall not be construed to extend the purposes purpose of the PartnershipVenture or expand the obligations or liabilities of the Venturers. At the request of any PartnerVenturer, the Partnership Venture shall file an election under Section section 754 of the Code and under the corresponding sections of applicable state laws. Any costs or expenses associated with making such elections shall be paid by the Partner requesting the election in accordance with Section 8.2(d)Code. 2. Xxxxx (bas long as Xxxxx, an Affiliated Entity of Xxxxx or a Person Controlled by a member of the Xxxxx Control Group is the Property Manager) The Partnership or Company (in all other instances) shall prepare or cause to be prepared by at the principal certified public accountant for expense of the Partnership not later than thirty (30) days prior to the date of required filing thereof (including extensions) Venture all tax returns and statements, if any, that which must be filed on behalf of the Partnership Venture regarding this transaction and the operation, dissolution and liquidation of the Venture with any taxing authority, and shall submit such returns and statements to all of the Partners Venturers for their prior approval prior to filingat least 30 days before such returns and statements are due (including extensions), and when approved Approved by the Partners, or when due, if necessary, without approvalVenturers, make timely filing thereof. Shurgard shall provide preliminary tax information with respect to In addition, within 120 days after the Partnership's immediately preceding taxable end of each fiscal year (which will be based on unaudited financial information) to Fremont not later than forty-five (45) days prior to the required filing date of the Partnership's Venture, Xxxxx (as long as Xxxxx, an Affiliated Entity of Xxxxx or a Person Controlled by a member of the Xxxxx Control Group is the Property Manager) or Company (in all other instances) shall furnish each Venturer with a report setting forth in sufficient detail all data and information regarding the business and affairs of the Venture as shall enable the Venture and each Venturer to prepare its federal, state and local tax returns (without extensions). (c) Shurgard shall act as the "returns. a. Company is designated tax matters partner" of the Partnership within the meaning of Section partner (herein "TMP") as defined in section 6231(a)(7) of the Code and the Venturers will take such actions as may be necessary, appropriate, or convenient to effect the designation of Company as TMP. In the event that Company shall no longer be a Managing Partner, then Xxxxx shall be the TMP for all taxable years beginning with the year during which Company ceases to be a Managing Partner. The TMP and the other Venturers shall use their best efforts to comply with the responsibilities outlined in this section and in Sections 6222 through 6231 of the Code (including any Regulations promulgated thereunder). In determining the TMP's responsibilities under Section 6223(g) of the Code, the term "each partner" shall be deemed to mean "each Venturer". x. Xxxxx shall furnish Company with such information as Company shall reasonably request to permit it to provide the Internal Revenue Service with sufficient information to allow proper notice to the parties in accordance with Section 6223 of the Code. c. As TMP, the Company covenants and agrees with the other Venturers that (i) after the receipt of a final partnership administrative adjustment for a taxable year, the Company will not file a "petition for readjustment of the partnership items", within the meaning of Section 6226 of the Code, in any similar capacity under applicable state or local tax law. Shurgard shall keep court other than the United States Tax Court, without the consent of the other Partners fully informed Venturers and consult (ii) the Company will not agree, pursuant to Section 6229(b)(l)(B) of the Code, to extend the period for assessing any tax imposed by subtitle A of the Code with them regarding matters for respect to any person which it is responsible while acting in attributable to any partnership item (or affected items) of the Venture without the consent of all of the Venturers. In the event any other Venturer becomes a TMP, such capacity. All expenses incurred by Shurgard while acting in such capacity Venturer shall be paid bound by this provision. d. No Venturer shall file, pursuant to section 6227 of the Code, a request for an administrative adjustment of partnership items for any partnership taxable year without first notifying the other Venturers. If the other Venturers agree with the requested adjustment, the TMP shall file the request for administrative adjustment on behalf of the Venture. If the Venturers do not reach agreement within thirty days or within the period required to timely file the request for administrative adjustment, if shorter, any Venturer may file a request for administrative adjustment on its own behalf. If, under section 6227 of the Code, a request for administrative adjustment which is to be made by the TMP must be filed on behalf of the Venture, the TMP shall also file such a request on behalf of the Venture under the circumstances set forth in the preceding sentence. e. If any Venturer intends to file a petition under section 6226 or 6228 of the Code with respect to any partnership item or other tax matter involving the Venture, the Venturer so intending shall notify the other Venturers of such intention and the nature of the contemplated proceeding. Such notice shall be given in a reasonable time to allow the other Venturers to participate in the choosing of the forum in which such petition will be filed. If the Venturers do not agree on the appropriate forum, the petition shall be filed with the United States Tax Court. If any Venturer intends to seek review of any court decision rendered as a result of the proceeding instituted under the preceding part of this subsection, such party shall notify the others of such intended action. f. The TMP shall not bind the other Venturers to a settlement agreement without the Approval of the Venturers. If any Venturer enters into a settlement agreement with the Secretary of the Treasury with respect to any partnership items, as defined by section 6231(a)(3) of the Code, it shall notify the other Venturers of such settlement agreement and its terms within thirty days from the date of settlement. g. These provisions shall survive the termination of the Venture or the termination of any Venturer's interest in the Venture and shall remain binding on the Venturers for a period of time necessary to resolve with the Internal Revenue Service or the Department of the Treasury any and all matters regarding the Federal income taxation of the Venture and each of the Venturers with respect to Venture matters. 4. Each Venturer (and any transferee of such Venturer) shall timely file and shall use its best efforts to cause any of its Affiliates timely to file any election permitted by law if, in the opinion of tax counsel for such Venturer (or such Affiliate), the timely filing of such an election: a. would prevent the Venture's assets from being treated in whole or in part as "tax-exempt use property" within the meaning of Code section 168(j) (or any successor provision thereto); and b. would not create a significant risk that such Venturer or any of its Affiliates shall, as a result of the filing of such election, become subject to a more onerous tax burden than the burden to which they would have been subject had such an election not been made. Such Venturer and its Affiliates shall be reimbursed by the Partnership. Notwithstanding Venture for any reasonable expenses, including reasonable attorneys' fees, which they incur in the foregoing, Shurgard shall not have the authority determination of whether to make elections or settle such election and the preparation and filing of any tax-related disputes with respect to the Partnership without the prior written agreement of Fremontsuch election.

Tax Status and Returns. (a) Any provision hereof to the contrary notwithstanding, the Partnership The Company shall be subject, solely responsible for federal income timely filing all tax returns of the Company and timely furnishing to each Member its Schedule K-1 for any year and any similar forms required for state or local tax purposes, it being understood that the Manager shall use commercially reasonable efforts to deliver a Schedule K-1 to each Member within 90 days following the end of each fiscal year, provided that, in the event of an extraordinary item or changes in the applicable tax laws, such delivery date maybe extended as the Manager deems reasonably necessary. Additionally, in the event the Manager anticipates a delay in the delivery of a Schedule K-1 to a Member, the Manager may in its sole discretion, elect to deliver an estimated Schedule K-1 to such Member. Each Member shall furnish to the Company all provisions of Subchapter K of Chapter 1 of Subtitle A of pertinent information in its possession relating to the Code; providedMember or the Company’s operations that is reasonably necessary to enable the Company’s tax returns to be timely prepared and filed. Each Member shall provide any forms (including an IRS Form W-9 or applicable IRS Form W-8) reasonably required by the Company to allow the Company to determine the amount, howeverif any, that the filing of U.S. Partnership Returns of Income shall not is required to be construed withheld with respect to extend the purposes of the Partnership. At the request of any Partner, the Partnership shall file an election such Member under Section 754 of the Code and under the corresponding sections of applicable state tax laws. Any costs or expenses associated with making such elections shall be paid by the Partner requesting the election in accordance with Section 8.2(d). (b) The Manager is hereby designated as the “Partnership shall prepare or cause to be prepared by the principal certified public accountant Representative” for the Partnership not later than thirty (30) days prior to the date of required filing thereof (including extensions) all tax returns and statements, if any, that must be filed on behalf of the Partnership with any taxing authority, and shall submit such returns and statements to all the Partners for their approval prior to filing, and when approved by the Partners, or when due, if necessary, without approval, make timely filing thereof. Shurgard shall provide preliminary tax information with respect to the Partnership's immediately preceding taxable year (which will be based on unaudited financial information) to Fremont not later than forty-five (45) days prior to the required filing date of the Partnership's tax returns (without extensions). (c) Shurgard shall act as the "tax matters partner" of the Partnership Company within the meaning of Code section 6223. All Members (and former Members) agree to cooperate with, and to take all reasonable actions requested by the Partnership Representative to avoid or reduce any tax imposed under Code section 6225, including cooperating with any election under Code section 6226, or to otherwise allow the Company and the Partnership Representative to comply with the applicable provisions of the Code. All Members shall cooperate in good faith to amend this Section 6231(a)(77.1(b) or other provisions of this Agreement as necessary to reflect any statutory amendments or the promulgation of Treasury Regulations or other administrative authority promulgated under the applicable provisions of the Code so as to, to the extent possible, preserve the relative rights, duties, and obligations of the Members hereunder. The obligations of a Member under this Section 7.1(b) shall survive such Member’s sale or other disposition of its Membership Interests in the Company and the termination, dissolution, liquidation, or winding up of the Company. (c) If One Chestnut Realty’s partnership representative, as designated under Code section 6223, is required to obtain written consent from the Company prior to taking certain actions on behalf of One Chestnut Realty in connection with a partnership audit (as contemplated by Section 7.2(c) of the Code Amended and in any similar capacity under applicable state or local tax law. Shurgard shall keep the other Partners fully informed and consult with them regarding matters for which it is responsible while acting in Rested Limited Liability Company Agreement of One Chestnut), such capacity. All expenses incurred by Shurgard while acting in such capacity shall be paid or reimbursed by the Partnership. Notwithstanding the foregoing, Shurgard shall not have the authority to make elections or settle any tax-related disputes with respect to the Partnership without the prior written agreement consent may be granted only upon the affirmative vote of Fremont.the holders of not less than a majority of the Units then Outstanding entitled to vote (in accordance with this Agreement)..

Tax Status and Returns. (a) Any provision hereof to the contrary notwithstanding, the Partnership The Company shall be subject, solely responsible for federal income timely filing all tax returns of the Company and timely furnishing to each Member its Schedule K-1 for any year and any similar forms required for state or local tax purposes, it being understood that the Manager shall use commercially reasonable efforts to deliver a Schedule K-1 to each Member within 90 days following the end of each fiscal year, provided that, in the event of an extraordinary item or changes in the applicable tax laws, such delivery date maybe extended as the Manager deems reasonably necessary. Additionally, in the event the Manager anticipates a delay in the delivery of a Schedule K-1 to a Member, the Manager may in its sole discretion, elect to deliver an estimated Schedule K-1 to such Member. Each Member shall furnish to the Company all provisions of Subchapter K of Chapter 1 of Subtitle A of pertinent information in its possession relating to the Code; providedMember or the Company’s operations that is reasonably necessary to enable the Company’s tax returns to be timely prepared and filed. Each Member shall provide any forms (including an IRS Form W-9 or applicable IRS Form W-8) reasonably required by the Company to allow the Company to determine the amount, howeverif any, that the filing of U.S. Partnership Returns of Income shall not is required to be construed withheld with respect to extend the purposes of the Partnership. At the request of any Partner, the Partnership shall file an election such Member under Section 754 of the Code and under the corresponding sections of applicable state tax laws. Any costs or expenses associated with making such elections shall be paid by the Partner requesting the election in accordance with Section 8.2(d). (b) The Manager is hereby designated as the “Partnership shall prepare or cause to be prepared by the principal certified public accountant Representative” for the Partnership not later than thirty (30) days prior to the date of required filing thereof (including extensions) all tax returns and statements, if any, that must be filed on behalf of the Partnership with any taxing authority, and shall submit such returns and statements to all the Partners for their approval prior to filing, and when approved by the Partners, or when due, if necessary, without approval, make timely filing thereof. Shurgard shall provide preliminary tax information with respect to the Partnership's immediately preceding taxable year (which will be based on unaudited financial information) to Fremont not later than forty-five (45) days prior to the required filing date of the Partnership's tax returns (without extensions). (c) Shurgard shall act as the "tax matters partner" of the Partnership Company within the meaning of Code section 6223. All Members (and former Members) agree to cooperate with, and to take all reasonable actions requested by the Partnership Representative to avoid or reduce any tax imposed under Code section 6225, including cooperating with any election under Code section 6226, or to otherwise allow the Company and the Partnership Representative to comply with the applicable provisions of the Code. All Members shall cooperate in good faith to amend this Section 6231(a)(77.1(b) or other provisions of this Agreement as necessary to reflect any statutory amendments or the promulgation of Treasury Regulations or other administrative authority promulgated under the applicable provisions of the Code so as to, to the extent possible, preserve the relative rights, duties, and obligations of the Members hereunder. The obligations of a Member under this Section 7.1(b) shall survive such Member’s sale or other disposition of its Membership Interests in the Company and the termination, dissolution, liquidation, or winding up of the Company. (c) If 100 Xxxx Xxxxxx’s partnership representative, as designated under Code section 6223, is required to obtain written consent from the Company prior to taking certain actions on behalf of 100 Xxxx Xxxxxx in connection with a partnership audit (as contemplated by Section 7.2(c) of the Code Amended and in any similar capacity under applicable state or local tax law. Shurgard shall keep the other Partners fully informed and consult with them regarding matters for which it is responsible while acting in Rested Limited Liability Company Agreement of 100 Xxxx Xxxxxx), such capacity. All expenses incurred by Shurgard while acting in such capacity shall be paid or reimbursed by the Partnership. Notwithstanding the foregoing, Shurgard shall not have the authority to make elections or settle any tax-related disputes with respect to the Partnership without the prior written agreement consent may be granted only upon the affirmative vote of Fremont.the holders of not less than a majority of the Units then Outstanding entitled to vote (in accordance with this Agreement)..

Tax Status and Returns. (a) Any provision Notwithstanding any provisions hereof to the contrary notwithstandingcontrary, each of the Partnership shall Venturers hereby recognizes that the Venture will be subject, solely a partnership for United States federal income tax purposes, purposes and that the Venture will be subject to all provisions of Subchapter K of Chapter 1 of Subtitle A of the Code; provided, however, that the filing of U.S. Partnership Returns of Income shall not be construed to extend the purposes of the PartnershipVenture or expand the obligations or liabilities of the Venturers. At the request of any PartnerVenturer, the Partnership Venture shall file an election under Section section 754 of the Code and under the corresponding sections of applicable state laws. Any costs or expenses associated with making such elections shall be paid by the Partner requesting the election in accordance with Section 8.2(d)Code. (b) The Partnership Managing Partner shall prepare or cause to be prepared by at the principal certified public accountant for expense of the Partnership not later than thirty (30) days prior to the date of required filing thereof (including extensions) Venture all tax returns and statements, if any, that which must be filed on behalf of the Partnership Venture regarding this transaction and the operation, dissolution and liquidation of the Venture with any taxing authority, and shall submit such returns and statements to all of the Partners Venturers for their prior approval prior to filingat least thirty (30) days before such returns and statements are due (including extensions), and when approved Approved by the PartnersVenturers, or when due, if necessary, without approval, make Make timely filing thereof. Shurgard shall provide preliminary tax information with respect to the Partnership's immediately preceding taxable year In addition, within one hundred twenty (which will be based on unaudited financial information) to Fremont not later than forty-five (45120) days prior to after the required filing date end of each fiscal year of the Partnership's Venture, the Managing Partner shall furnish each Venturer with a report setting forth in sufficient detail all data and information regarding the business and affairs of the Venture as shall enable the Venture and each Venturer to prepare its federal, state and local tax returns (without extensions). returns. (c) Shurgard shall act (i) C-Stone is designated as the "tax matters partner" of the Partnership within the meaning of Section 6231(a)(7partner (herein "TMP") as defined in section 6231(a) (7) of the Code and in any similar capacity under applicable state the Venturers will take such actions as may be necessary, appropriate, or local tax lawconvenient to effect the designation of C-Stone as TMP. Shurgard In the event that C-Stone shall keep no longer be the Managing Partner, then the Venturers shall appoint a new TMP for all taxable years beginning with the year during which C-Stone ceases to be the Managing Partner. The TMP and the other Partners fully informed Venturers shall use their best efforts to comply with the responsibilities outlined in this section and consult with them regarding matters for which it is responsible while acting in such capacitysections 6222 through 6231 of the Code (including, any Treasury Regulations promulgated thereunder). All expenses incurred by Shurgard while acting in such capacity In determining the TMP's responsibilities under section 6223(g) of the Code, the term "each partner" shall be paid or reimbursed by the Partnership. Notwithstanding the foregoing, Shurgard shall not have the authority deemed to make elections or settle any tax-related disputes with respect to the Partnership without the prior written agreement of Fremontmean "each Venturer".

Tax Status and Returns. (a) Any provision hereof to the contrary notwithstanding, the Partnership The Company shall be subject, solely responsible for federal income timely filing all tax returns of the Company and timely furnishing to each Member its Schedule K-1 for any year and any similar forms required for state or local tax purposes, it being understood that the Manager shall use commercially reasonable efforts to deliver a Schedule K-1 to each Member within 90 days following the end of each fiscal year, provided that, in the event of an extraordinary item or changes in the applicable tax laws, such delivery date maybe extended as the Manager deems reasonably necessary. Additionally, in the event the Manager anticipates a delay in the delivery of a Schedule K-1 to a Member, the Manager may in its sole discretion, elect to deliver an estimated Schedule K-1 to such Member. Each Member shall furnish to the Company all provisions of Subchapter K of Chapter 1 of Subtitle A of pertinent information in its possession relating to the Code; providedMember or the Company’s operations that is reasonably necessary to enable the Company’s tax returns to be timely prepared and filed. Each Member shall provide any forms (including an IRS Form W-9 or applicable IRS Form W-8) reasonably required by the Company to allow the Company to determine the amount, howeverif any, that the filing of U.S. Partnership Returns of Income shall not is required to be construed withheld with respect to extend the purposes of the Partnership. At the request of any Partner, the Partnership shall file an election such Member under Section 754 of the Code and under the corresponding sections of applicable state tax laws. Any costs or expenses associated with making such elections shall be paid by the Partner requesting the election in accordance with Section 8.2(d). (b) The Manager is hereby designated as the “Partnership shall prepare or cause to be prepared by the principal certified public accountant Representative” for the Partnership not later than thirty (30) days prior to the date of required filing thereof (including extensions) all tax returns and statements, if any, that must be filed on behalf of the Partnership with any taxing authority, and shall submit such returns and statements to all the Partners for their approval prior to filing, and when approved by the Partners, or when due, if necessary, without approval, make timely filing thereof. Shurgard shall provide preliminary tax information with respect to the Partnership's immediately preceding taxable year (which will be based on unaudited financial information) to Fremont not later than forty-five (45) days prior to the required filing date of the Partnership's tax returns (without extensions). (c) Shurgard shall act as the "tax matters partner" of the Partnership Company within the meaning of Code section 6223. All Members (and former Members) agree to cooperate with, and to take all reasonable actions requested by the Partnership Representative to avoid or reduce any tax imposed under Code section 6225, including cooperating with any election under Code section 6226, or to otherwise allow the Company and the Partnership Representative to comply with the applicable provisions of the Code. All Members shall cooperate in good faith to amend this Section 6231(a)(77.1(b) or other provisions of this Agreement as necessary to reflect any statutory amendments or the promulgation of Treasury Regulations or other administrative authority promulgated under the applicable provisions of the Code so as to, to the extent possible, preserve the relative rights, duties, and obligations of the Members hereunder. The obligations of a Member under this Section 7.1(b) shall survive such Member’s sale or other disposition of its Membership Interests in the Company and the termination, dissolution, liquidation, or winding up of the Company. (c) If 000 Xxxx Xxxxxx’s partnership representative, as designated under Code section 6223, is required to obtain written consent from the Company prior to taking certain actions on behalf of 000 Xxxx Xxxxxx in connection with a partnership audit (as contemplated by Section 7.2(c) of the Code Amended and in any similar capacity under applicable state or local tax law. Shurgard shall keep the other Partners fully informed and consult with them regarding matters for which it is responsible while acting in Rested Limited Liability Company Agreement of 000 Xxxx Xxxxxx), such capacity. All expenses incurred by Shurgard while acting in such capacity shall be paid or reimbursed by the Partnership. Notwithstanding the foregoing, Shurgard shall not have the authority to make elections or settle any tax-related disputes with respect to the Partnership without the prior written agreement consent may be granted only upon the affirmative vote of Fremont.the holders of not less than a majority of the Units then Outstanding entitled to vote (in accordance with this Agreement)..

Tax Status and Returns. (a) Any provision hereof to the contrary notwithstanding, the Partnership The Company shall be subject, solely responsible for federal income timely filing all tax returns of the Company and timely furnishing to each Member its Schedule K-1 for any year and any similar forms required for state or local tax purposes, it being understood that the Manager shall use commercially reasonable efforts to deliver a Schedule K-1 to each Member within 90 days following the end of each fiscal year, provided that, in the event of an extraordinary item or changes in the applicable tax laws, such delivery date maybe extended as the Manager deems reasonably necessary. Additionally, in the event the Manager anticipates a delay in the delivery of a Schedule K-1 to a Member, the Manager may in its sole discretion, elect to deliver an estimated Schedule K-1 to such Member. Each Member shall furnish to the Company all provisions of Subchapter K of Chapter 1 of Subtitle A of pertinent information in its possession relating to the Code; providedMember or the Company’s operations that is reasonably necessary to enable the Company’s tax returns to be timely prepared and filed. Each Member shall provide any forms (including an IRS Form W-9 or applicable IRS Form W-8) reasonably required by the Company to allow the Company to determine the amount, howeverif any, that the filing of U.S. Partnership Returns of Income shall not is required to be construed withheld with respect to extend the purposes of the Partnership. At the request of any Partner, the Partnership shall file an election such Member under Section 754 of the Code and under the corresponding sections of applicable state tax laws. Any costs or expenses associated with making such elections shall be paid by the Partner requesting the election in accordance with Section 8.2(d). (b) The Manager is hereby designated as the “Partnership shall prepare or cause to be prepared by the principal certified public accountant Representative” for the Partnership not later than thirty (30) days prior to the date of required filing thereof (including extensions) all tax returns and statements, if any, that must be filed on behalf of the Partnership with any taxing authority, and shall submit such returns and statements to all the Partners for their approval prior to filing, and when approved by the Partners, or when due, if necessary, without approval, make timely filing thereof. Shurgard shall provide preliminary tax information with respect to the Partnership's immediately preceding taxable year (which will be based on unaudited financial information) to Fremont not later than forty-five (45) days prior to the required filing date of the Partnership's tax returns (without extensions). (c) Shurgard shall act as the "tax matters partner" of the Partnership Company within the meaning of Code section 6223. All Members (and former Members) agree to cooperate with, and to take all reasonable actions requested by the Partnership Representative to avoid or reduce any tax imposed under Code section 6225, including cooperating with any election under Code section 6226, or to otherwise allow the Company and the Partnership Representative to comply with the applicable provisions of the Code. All Members shall cooperate in good faith to amend this Section 6231(a)(77.1(b) or other provisions of this Agreement as necessary to reflect any statutory amendments or the promulgation of Treasury Regulations or other administrative authority promulgated under the applicable provisions of the Code so as to, to the extent possible, preserve the relative rights, duties, and obligations of the Members hereunder. The obligations of a Member under this Section 7.1(b) shall survive such Member’s sale or other disposition of its Membership Interests in the Company and the termination, dissolution, liquidation, or winding up of the Company. (c) If Regal 286’s partnership representative, as designated under Code section 6223, is required to obtain written consent from the Company prior to taking certain actions on behalf of Regal 286 in connection with a partnership audit (as contemplated by Section 7.2(c) of the Code Amended and in any similar capacity under applicable state or local tax law. Shurgard shall keep the other Partners fully informed and consult with them regarding matters for which it is responsible while acting in Rested Limited Liability Company Agreement of Regal 286), such capacity. All expenses incurred by Shurgard while acting in such capacity shall be paid or reimbursed by the Partnership. Notwithstanding the foregoing, Shurgard shall not have the authority to make elections or settle any tax-related disputes with respect to the Partnership without the prior written agreement consent may be granted only upon the affirmative vote of Fremont.the holders of not less than a majority of the Units then Outstanding entitled to vote (in accordance with this Agreement)..