Common use of Partnership Representative Clause in Contracts

Partnership Representative. The Members shall take all reasonable actions to avoid the application to the Company of the centralized partnership audit provisions of sections 6221 through 6241 of the Code, as amended by the Bipartisan Budget Act of 2015. If, however, such provisions are found to apply to the Company, a member of the Manager or another appointed individual shall act as the Partnership Representative for the purposes of IRS Code section 6221 through 6241. In the event the member of the Manager is no longer a Member in the Company, and no other individual has been appointed as the Partnership Representative, the Partnership Representative shall be the Majority Interest owner from amongst the Members. If the Majority Member is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests of the Members. The Partnership Representative shall be authorized and required to represent the Company with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings. The Partnership Representative shall have the sole authority to (1) sign consents, enter into settlement and other agreements with such authorities with respect to any such examinations or proceedings and (ii) to expend the Company’s funds for professional services incurred in connection therewith. In the event of an adjustment resulting in an underpayment of tax, the Partnership Representative shall duly and timely elect under section 6226 of the IRS Code that each Person who was a Member during the taxable year that was audited personally bear any tax, interest, addition to tax, and penalty resulting from such adjustments and, if for any reason, the Company is liable for a tax, interest, addition to tax, or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably required by the Partnership Representative to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred by the Partnership Representative in carrying out its obligations hereunder shall be allocated to and charged to the Company as an expense of the Company for which the Partnership Representative shall be reimbursed.

Partnership Representative. The Members shall take all reasonable actions to avoid the application to the Company of the centralized partnership audit provisions of sections 6221 through 6241 of the Code, as amended by the Bipartisan Budget Act of 2015. If, however, such provisions are found to apply to the Company, a member of the Manager or another appointed individual shall act as the Partnership Representative for the purposes of IRS Code section 6221 through 6241. In the event the member of the Manager is no longer a Member in the Company, and no other individual has been appointed as the Partnership Representative, the Partnership Representative shall be the Majority Interest owner from amongst the Members. If the Majority Member is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests of the Members. Cardone Equity Fund V, LLC C-7 Operating Agreement The Partnership Representative shall be authorized and required to represent the Company with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings. The Partnership Representative shall have the sole authority to (1) sign consents, enter into settlement and other agreements with such authorities with respect to any such examinations or proceedings and (ii) to expend the Company’s funds for professional services incurred in connection therewith. In the event of an adjustment resulting in an underpayment of tax, the Partnership Representative shall duly and timely elect under section 6226 of the IRS Code that each Person who was a Member during the taxable year that was audited personally bear any tax, interest, addition to tax, and penalty resulting from such adjustments and, if for any reason, the Company is liable for a tax, interest, addition to tax, or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably required by the Partnership Representative to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred by the Partnership Representative in carrying out its obligations hereunder shall be allocated to and charged to the Company as an expense of the Company for which the Partnership Representative shall be reimbursed.

Partnership Representative. The Members shall take all reasonable actions to avoid the application to the Company of the centralized partnership audit provisions of sections 6221 through 6241 of the Code, as amended by the Bipartisan Budget Act of 2015. If, however, such provisions are found to apply to the Company, a member of the Manager or another appointed individual shall act as the Partnership Representative for the purposes of IRS Code section 6221 through 6241. In the event the member of the Manager is no longer a Member in the Company, and no other individual has been appointed as the Partnership Representative, the Partnership Representative shall be the Majority Interest owner from amongst the Members. If the Majority Member is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests of the Members. The Partnership Representative shall be authorized and required to represent the Company with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings. The Partnership Representative shall have the sole authority to (1) sign consents, enter into settlement and other agreements with such authorities with respect to any such examinations or proceedings and (ii) to expend the Company’s funds for professional services incurred in connection therewith. In the event of an adjustment resulting in an underpayment of tax, the Partnership Representative shall duly and timely elect under section 6226 of the IRS Code that each Person who was a Member during the taxable year that was audited personally bear any tax, interest, addition to tax, and penalty resulting from such adjustments and, if for any reason, the Company is liable for a tax, interest, addition to tax, or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably required by the Partnership Representative to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred by the Partnership Representative in carrying out its obligations hereunder shall be allocated to and charged to the Company as an expense of the Company for which the Partnership Representative shall be reimbursed.

Partnership Representative. The Members Limited Partners shall take all reasonable actions to avoid the application to the Company of the centralized partnership audit provisions of sections 6221 through 6241 of the Code, as amended by the Bipartisan Budget Act of 2015. If, however, such provisions are found to apply to the Company, a member of the Manager General Partner or another appointed individual shall act as the Partnership Representative for the purposes of IRS Code section 6221 through 6241. In the event the member of the Manager General Partner is no longer a Member partner in the Company, and no other individual has been appointed as the Partnership Representative, the Partnership Representative shall be the Majority Interest owner from amongst the MembersLimited Partners. If the Majority Member Limited Partner is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members Limited Partners by a Majority of Interests of the MembersLimited Partners. Keystone Investors - Urban Node Fund II, LP Limited Partnership Agreement The Partnership Representative shall be authorized and required to represent the Company with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings. The Partnership Representative shall have the sole authority to (1) sign consents, enter into settlement and other agreements with such authorities with respect to any such examinations or proceedings and (ii) to expend the Company’s funds for professional services incurred in connection therewith. In the event of an adjustment resulting in an underpayment of tax, the Partnership Representative shall duly and timely elect under section 6226 of the IRS Code that each Person who was a Member Limited Partner during the taxable year that was audited personally bear any tax, interest, addition to tax, and penalty resulting from such adjustments and, if for any reason, the Company is liable for a tax, interest, addition to tax, or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the ManagerGeneral Partner, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members Limited Partners agree to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably required by the Partnership Representative to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred by the Partnership Representative in carrying out its obligations hereunder shall be allocated to and charged to the Company as an expense of the Company for which the Partnership Representative shall be reimbursed.

Partnership Representative. The Members shall take all reasonable actions to avoid the application to the Company of the centralized partnership audit provisions of sections 6221 through 6241 of the Code, as amended by the Bipartisan Budget Act of 2015. If, however, such provisions are found to apply to the Company, a member of the Manager or another appointed individual shall act as the Partnership Representative for the purposes of IRS Code section 6221 through 6241. In the event the member of the Manager is no longer a Member in the Company, and no other individual has been appointed as the Partnership Representative, the Partnership Representative shall be the Majority Interest owner from amongst the Members. If the Majority Member is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests of the Members. Cardone Equity Fund VI, LLC C-7 Operating Agreement The Partnership Representative shall be authorized and required to represent the Company with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings. The Partnership Representative shall have the sole authority to (1) sign consents, enter into settlement and other agreements with such authorities with respect to any such examinations or proceedings and (ii) to expend the Company’s funds for professional services incurred in connection therewith. In the event of an adjustment resulting in an underpayment of tax, the Partnership Representative shall duly and timely elect under section 6226 of the IRS Code that each Person who was a Member during the taxable year that was audited personally bear any tax, interest, addition to tax, and penalty resulting from such adjustments and, if for any reason, the Company is liable for a tax, interest, addition to tax, or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably required by the Partnership Representative to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred by the Partnership Representative in carrying out its obligations hereunder shall be allocated to and charged to the Company as an expense of the Company for which the Partnership Representative shall be reimbursed.

Partnership Representative. The Members Manager shall take all reasonable actions to avoid the application to designate each year a “partnership representative” of the Company for purposes of Section 6223 of the centralized partnership audit provisions Code and the Treasury Regulations promulgated thereunder (the “Partnership Representative”), which may be the Manager and shall be the Manager if no other person is designated. The Partnership Representative shall have all of sections 6221 the powers and responsibilities of such position as provided in the Code and any Treasury Regulations thereunder and may take any action contemplated by Sections 6222 through 6241 of the Code, as amended by any Treasury Regulations or other guidance thereunder and any comparable state or local law (the Bipartisan Budget Act of 2015“Partnership Tax Audit Rules”). If, however, such provisions are found to apply to the Company, a member of the Manager or another appointed individual shall act as the Partnership Representative for the purposes of IRS Code section 6221 through 6241. In the event the member of the Manager is no longer a Member in the Company, and no other individual has been appointed as the Partnership Representative, the Partnership Representative shall be the Majority Interest owner from amongst the Members. If the Majority Member is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests of the Members. The Partnership Representative shall be authorized and required to represent the Company with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings. The Partnership Representative shall have the sole authority to (1) sign consents, enter into settlement and other agreements with such authorities with respect to any such examinations or proceedings and (ii) to expend the Company’s funds for professional services incurred in connection therewith. In the event of an adjustment resulting in an underpayment of tax, the Partnership Representative shall duly and timely elect under section 6226 of the IRS Code that each Person who was a Member during the taxable year that was audited personally bear any tax, interest, addition to tax, and penalty resulting from such adjustments and, if for any reason, the Company is liable for a tax, interest, addition to tax, or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The All expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably required by the Partnership Representative to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred by the Partnership Representative in carrying out its obligations hereunder connection with the Company shall be allocated to and charged borne by the Company. Any amounts paid by the Partnership Representative on behalf of the Company shall constitute an advance to the Company subject to reimbursement and not a contribution to its capital. The Partnership Representative is authorized to employ such accountants, attorneys and agents as an expense it determines are necessary to or useful in the performance of its duties. Any person who serves as Partnership Representative shall not be liable to the Company or any Member for any action it takes or fails to take in such capacity, unless such action or failure to act constitutes bad faith, willful misconduct, gross negligence, fraud or a material breach of this Agreement. Upon the Company’s request, each Member shall provide to the Company within the required time frame any information that the Partnership Representative believes may be necessary or appropriate to resolve any tax issue relating to the Company or comply with or be eligible to invoke any aspect of the Partnership Tax Audit Rules. Notwithstanding any provision of this Agreement to the contrary, any taxes, penalties, and interest payable by the Company for which under the Partnership Tax Audit Rules shall be treated as attributable to the Members, and, to the extent possible, the Partnership Representative shall allocate the burden of any such amounts to those Members to whom such amounts are reasonably attributable. To the extent that any such amount is payable by the Company, at the option of the Partnership Representative, the Members to whom such amounts are reasonably attributable, including persons that were Members in the year that is the subject of such audit, shall (a) be reimbursedpromptly paid to the Company by such Member or (b) be paid by reducing the amount of the current or next succeeding distribution or distributions which would otherwise have been made to such Member. The Company shall indemnify the Partnership Representative as provided in Section 7.4. In the event of a Transfer of a Member’s Membership Interest, the transferor Member’s obligations under this Section 9.3 shall survive such transfer and such transferor Member shall continue to be liable for any taxes, penalties, and interest payable by the Company under the Partnership Audit Rules that are reasonably attributable to such transferor Member.

Partnership Representative. (B) the Manager is hxxxxx designated as the “partnership representative” of the Company for purposes and within the meaning of the New Partnership Audit Rules (the “Partnership Representative”). The Members Company and each Member shall take all reasonable such actions as may be required to avoid the application effect such designation. The Partnership Representative shall designate from time to the Company time a “designated individual” to act on behalf of the centralized partnership audit provisions of sections 6221 through 6241 of the CodePartnership Representative, as amended by the Bipartisan Budget Act of 2015. If, however, and such provisions are found to apply to the Company, a member of the Manager or another appointed designated individual shall act as be subject to replacement by the Partnership Representative for in accordance with the purposes of IRS Code section 6221 through 6241and Treasury Regulations. In To the event extent that the member Partnership Representative does not make an election to apply the alternative method provided by Section 6226 of the Manager is no longer a Member in the Company, and no other individual has been appointed as the Partnership RepresentativeCode (or any analogous provision of state or local tax law), the Partnership Representative shall be have the Majority Interest owner from amongst authority and discretion to determine the Members. If portion of any imputed underpayment (within the Majority Member is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests meaning of the MembersNew Partnership Audit Rules) allocable to each Member. The Partnership Representative shall be authorized and required Each Member agrees to represent the Company with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings. The Partnership Representative shall have the sole authority to (1) sign consents, enter into settlement and other agreements with such authorities with respect to provide any such examinations or proceedings and (ii) to expend the Company’s funds for professional services incurred in connection therewith. In the event of an adjustment resulting in an underpayment of tax, the Partnership Representative shall duly and timely elect under section 6226 of the IRS Code that each Person who was a Member during the taxable year that was audited personally bear any tax, interest, addition to tax, and penalty resulting from such adjustments and, if for any reason, the Company is liable for a tax, interest, addition to tax, or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree to cooperate with the Partnership Representative and to do or refrain from doing any or all things information reasonably required by the Partnership Representative to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred requested by the Partnership Representative in carrying out its obligations hereunder shall be allocated order to and charged to determine whether any imputed underpayment (within the Company as an expense meaning of the Company for which New Partnership Audit Rules) may be modified in a manner consistent with the requirements of Code Section 6225(c), including any information that will enable the Partnership Representative to determine the portion of the imputed underpayment allocable to (A) a “tax-exempt entity” (as defined in Code Section 168(h)(2)), in the case of ordinary income, to a C corporation or, in the case of capital gain or qualified dividend income, to an individual. Each Member agrees that any payment by the Company of a partnership-level tax imposed with respect to the New Partnership Audit Rules shall be reimbursedtreated as paid with respect to such Member. Each Member shall promptly contribute the amount of its allocable share of any partnership-level tax upon request by the Manager and, to the extent a Member does not contribute such amount within 15 days after demand for payment thereof, the Company shall offset such amount against distributions to which such Member would otherwise be subsequently entitled pursuant to Section 4.02 and 4.03 (and such amounts shall be deemed distributed pursuant to those provisions). Each Member hereby agrees to indemnify and hold harmless the Company, the other Members, the Partnership Representative and the Manager from and against any liability (including any liability for partnership-level taxes imposed with respect to the New Partnership Audit Rules) with respect to income attributable to or distributions or other payment to such Member. Each Member agrees, upon the request of the Partnership Representative, to file an amended United States federal income tax return for the taxable year which includes the end of the taxable year to which an imputed underpayment relates and to pay on a timely basis any and all resulting taxes, additions to tax, penalties and interest due in connection with such tax return in accordance with Code Section 6225(c)(2).

Partnership Representative. The Members shall take all reasonable actions Managing Member is hereby designated as the “partnership representative” within the meaning of Section 6223 of the Code (and, as applicable, in any similar capacity under state or local tax law) (the “Partnership Representative”) and to avoid represent the application Company in any tax audit, examination or investigation of the Company by any taxing authority or any other tax-related administrative or judicial proceeding with respect to the Company of the centralized partnership audit provisions of sections 6221 through 6241 of the Code, as amended by the Bipartisan Budget Act of 2015. If, however, (any such provisions are found to apply to the Companyproceeding, a member of the Manager or another appointed individual shall act as the Partnership Representative for the purposes of IRS Code section 6221 through 6241. In the event the member of the Manager is no longer a Member in the Company, and no other individual has been appointed as the Partnership Representative, the Partnership Representative shall be the Majority Interest owner from amongst the Members. If the Majority Member is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests of the Members“Tax Proceeding”). The Partnership Representative shall be authorized and required to represent the Company with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings. The Partnership Representative shall have the sole authority to (1) sign consents, enter into settlement and other agreements with such authorities take any actions necessary with respect to any such examinations or proceedings Tax Proceeding and to make any decisions and elections relating thereto in its sole discretion; provided, that (i) BW shall be entitled to fully participate in any Tax Proceeding reasonably expected to materially disproportionately affect BW and (ii) the Company shall not settle or otherwise resolve any such Tax Proceeding that materially disproportionately affects BW without BW’s consent (not to expend the Company’s funds for professional services incurred in connection therewithbe unreasonably withheld, conditioned or delayed). In the event of an adjustment resulting in an underpayment of tax, Each Member shall reasonably cooperate with the Partnership Representative shall duly to give effect to the requirements of and timely elect under section 6226 elections made by the Partnership Representative and provide such information as the Partnership Representative may reasonably request, including any information necessary to reduce the amount of any resulting tax imposed on the IRS Code that each Person who was a Member during the taxable year that was audited personally bear any taxCompany. If, interest, addition to tax, and penalty resulting from such adjustments and, if for any reason, the Company is liable for a tax, interest, addition to tax, tax or penalty as a result of such an auditpenalty, each Person person who was a member Member during the taxable year of the Company that was audited shall pay to the Company an amount equal to such Person’s proportionate be responsible for its share of such liability, as determined by the Manager, liability based on the amount each such Person Member should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses , and the expense for the Company’s payment of such tax, interest, addition to tax, or tax and penalty shall be specially allocated to such Persons Member(s) in such proportions. The Partnership Representative provisions of this Section 5.4 and the obligations of each Member thereunder shall have the final decision-making authority with respect survive a Member’s ceasing to all federal income tax matters involving the Company. The Members agree to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably required by the Partnership Representative to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred by the Partnership Representative in carrying out its obligations hereunder shall be allocated to and charged to the Company as an expense a Member of the Company and will remain binding for which the period of time necessary to resolve any Tax Proceedings. The Partnership Representative shall be reimbursedauthorized to appoint a designated individual who shall have the same rights, obligations, and limitations of the Partnership Representative.

Partnership Representative. 8.2.1. Fxxxxxxxx Xxxxx Xxxxxxx shall be designated the “partnership representative” within the meaning of Section 6223(a) of the Code (the “Partnership Representative”) and shall be authorized to take any actions necessary under Treasury Regulations or other guidance to cause such designation (including the designation of any individual to act on behalf of any entity Partnership Representative as may be required under the Partnership Tax Audit Rules). The Company and each Member agrees that they shall be bound by the actions taken by the Partnership Representative, as described in Section 6223(b) of the Code; the Members consent to the election set forth in Section 6226(a) of the Code and agree to take any action, and furnish the Partnership Representative with any information necessary, to give effect to such election if the Partnership Representative decides to make such election; and any imputed underpayment imposed on the Company pursuant to Section 6232 of the Code (and any related interest, penalties or other additions to tax) that the Partnership Representative reasonably determines is attributable to one or more Members shall take all reasonable actions to avoid the application be promptly paid by such Members to the Company (pro rata in proportion to their respective shares of such underpayment) within fifteen (15) days following the centralized partnership audit provisions Partnership Representative’s request for payment (and any failure to pay such amount shall result in a subsequent reduction in distributions otherwise payable to such Member plus interest on such amount calculated at the prime rate published in the Wall Street Journal at the determinative time plus two percent (2%)). The Partnership Representative shall keep each Member reasonably and promptly informed of sections 6221 through 6241 any audits or administrative or judicial proceedings affecting or relating to the tax items of the Code, as amended by the Bipartisan Budget Act of 2015. If, however, such provisions are found to apply to the Company, a member consult with the Members regarding the conduct of such audits or proceedings, and be required to obtain the prior written consent of the Manager Required Member prior to entering into any agreement or another appointed individual shall act as settlement or making an election in relation to such audits or proceedings. For the Partnership Representative for avoidance of doubt, (i) the purposes costs of IRS Code section 6221 through 6241. In the event the member any action taken by or on behalf of the Manager is no longer a Member in the Company, and no other individual has been appointed as the Partnership Representative, the Partnership Representative Company or their respective Affiliates pursuant to this paragraph shall be borne by the Majority Interest owner Member benefitting from amongst the Members. If the Majority Member is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests of the Members. The Partnership Representative shall be authorized and required to represent the Company with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings. The Partnership Representative shall have the sole authority to (1) sign consents, enter into settlement and other agreements with such authorities with respect to any such examinations or proceedings and action (ii) to expend together with the Company’s funds for professional services incurred in connection therewith. In the event of an adjustment resulting in an underpayment of tax, the Partnership Representative shall duly and timely elect under section 6226 of the IRS Code that each Person who was a Member during the taxable year that was audited personally bear any tax, interest, addition to tax, and penalty resulting other Members similarly benefitting from such adjustments and, if for any reason, the Company is liable for a tax, interest, addition to tax, or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, action as determined by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably required by the Partnership Representative to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred by the Partnership Representative in carrying out its obligations hereunder shall reasonable discretion), (ii) the Partnership Representative will be allocated entitled to and charged to rely conclusively on the Company as an expense advice of the Company for which Company’s independent accountant or other tax advisor in making any determination in respect of the Partnership Tax Audit Rules, and (iii) the Partnership Representative shall not be reimbursedrequired to indemnify any Member or the Company with respect to any taxes incurred under the Partnership Tax Audit Rules.

Partnership Representative. The Members shall take all reasonable actions to avoid the application Pursuant to the Company Revised Partnership Audit Rules: (i) the Managers shall designate the “partnership representative” of the centralized partnership audit provisions Partnership within the meaning of sections 6221 through 6241 Section 6223(a) of the Code, as amended by and, if the Bipartisan Budget Act of 2015. If, however, such provisions are found to apply to the Companypartnership representative is not an individual, a member designated individual to act on its behalf (together, the “Partnership Representative”) and for the corresponding provision of any state or local statute, (ii) each of the Manager Members hereby consents to such designation and agrees to take any such further action as may be required by regulations or another appointed individual shall act as otherwise to effectuate such designation, (iii) the Partnership Representative for the purposes of IRS Code section 6221 through 6241. In the event the member of the Manager is no longer a Member in the Company, and no other individual has been appointed as the Partnership Representative, the Partnership Representative shall be the Majority Interest owner from amongst the Members. If the Majority Member is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests of the Members. The Partnership Representative shall be authorized and required to represent the Company (at the Company’s expense) in connection with all examinations of the Company’s affairs by any tax authorities, including resulting judicial and administrative proceedings, and judicial proceedings. The to expend Company funds for the services and costs associated therewith, (iv) the decisions of the Partnership Representative shall be final and binding as to all Members, (v) the Partnership Representative shall have the sole authority to (1make elections set forth in the Revised Partnership Audit Rules, including, but not limited to, the election set forth in Section 6221(b) sign consentsof the Code to opt out of the Revised Partnership Audit Rules, enter into settlement and other agreements with such authorities with respect to any such examinations or proceedings make the election under Section 6226(a) of the Code if the Company is not eligible to opt out of the Revised Partnership Audit Rules, and (iivi) any imputed underpayment imposed on the Company pursuant to expend Section 6225 of the Code (and any related interest, penalties or other additions to tax) that the Company reasonably determines is attributable to one or more Members or assignees shall be promptly paid by such Members or assignees to the Company (pro rata in proportion to their respective shares of such underpayment as reasonably determined by the Managers) within fifteen (15) days following the Company’s funds request for professional services incurred payment. Notwithstanding the foregoing and for the avoidance of doubt, any failure to pay such amount shall result in connection therewitha subsequent reduction in distributions otherwise payable to such Member and shall be treated as paid by the Company on behalf of such Member for all purposes. In “Revised Partnership Audit Rules” means the event provisions of an adjustment resulting in an underpayment Subchapter C of taxSubtitle A, Chapter 63 of the Code, as amended by P.L. 114-74, the Partnership Representative shall duly and timely elect under section 6226 Bipartisan Budget Act of the IRS Code that each Person who was a Member during the taxable year that was audited personally bear 2015 (together with any taxsubsequent amendments thereto, interest, addition to taxTreasury Regulations promulgated thereunder, and penalty resulting from such adjustments andpublished administrative interpretations thereof) or any similar procedures established by a state, if for any reason, the Company is liable for a tax, interest, addition to tax, local or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decisionnon-making authority with respect to all federal income tax matters involving the Company. The Members agree to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably required by the Partnership Representative to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred by the Partnership Representative in carrying out its obligations hereunder shall be allocated to and charged to the Company as an expense of the Company for which the Partnership Representative shall be reimbursedU.S. taxing authority.

Partnership Representative. The Members Tax Compliance Person shall take all reasonable actions to avoid act as the application to “partnership representative” of Topco within the Company meaning of Section 6223(a) of the centralized partnership audit provisions of sections 6221 through 6241 of the CodeIRC, as amended by the U.S. Bipartisan Budget Act of 2015. If, however, such provisions are found to apply to the Company, a member The partnership representative shall have all of the Manager or another appointed individual shall act as the Partnership Representative rights, duties, powers and obligations provided for the purposes of IRS Code section in Sections 6221 through 6241. In the event the member 6231 of the Manager is no longer a Member IRC, as amended by the U.S. Bipartisan Budget Act of 2015. Notwithstanding the foregoing, Rainbow Capital, in its sole discretion, may designate another person to replace the CompanyTax Compliance Person as “partnership representative”, and no other individual has been appointed as the Partnership Representativesuch person shall have all such rights, duties, powers and obligations. The partnership representative shall promptly notify Rainbow Capital, the Partnership Representative shall be Tax Compliance Person (if it is not the Majority Interest owner from amongst the Members. If the Majority Member is unable or unwilling to servepartnership representative at that time) and, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests of the Members. The Partnership Representative shall be authorized and required to represent the Company with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings. The Partnership Representative shall have the sole authority to (1) sign consents, enter into settlement and other agreements with such authorities with respect to any such examinations or proceedings and (ii) to expend taxable period during which the Company’s funds for professional services incurred in connection therewith. In the event Coty Shareholder Group held an Equity Percentage of an adjustment resulting in an underpayment of taxat least 15%, the Partnership Representative Coty Parent of any notices that it receives related to a U.S. tax proceedings, and shall duly and timely elect under section 6226 inform such persons of the IRS Code that each Person who was a Member during status of such tax proceedings. Notwithstanding the taxable year that was audited personally bear any tax, interest, addition to tax, and penalty resulting from such adjustments and, if for any reasonforegoing, the Company is liable for a taxpartnership representative shall be subject to the control of the Bidco Board and shall not settle or otherwise compromise any issue in any examination, interestaudit or other proceeding with any Taxation Authority without first obtaining approval of the Bidco Board. The partnership representative shall determine whether any Imputed Underpayment Amount can be reduced pursuant to Sections 6225(c)(2)(B), addition (3), (4) or (5) of the IRC and any similar provisions of state or local laws. Each Shareholder hereby agrees to taxcooperate to provide any information or take such other actions as may be reasonably requested by the partnership representative in order to make such determination. Notwithstanding the foregoing, the partnership representative shall not require any Shareholder to file an amended Tax Return. A Shareholder’s obligation to comply with this Clause 9.1(f) shall survive the transfer, assignment or penalty as a result liquidation of such an audit, each Person who was a member during the taxable year that was audited Shareholder’s interest in Topco. The partnership representative shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined receive no compensation for its services. All third party costs and expenses incurred by the Manager, based on the amount each partnership representative in performing its duties as such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree to cooperate with the Partnership Representative including legal and to do or refrain from doing accounting fees and any or all things reasonably required by the Partnership Representative to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred by the Partnership Representative in carrying out its obligations hereunder expenses) shall be allocated to and charged to the Company as an expense of the Company for which the Partnership Representative shall be reimbursedborne by Topco.

Partnership Representative. The Members shall take all reasonable actions to avoid the application to the Company of the centralized partnership audit provisions of sections 6221 through 6241 of the Code, as amended by the Bipartisan Budget Act of 2015. If, however, such provisions are found to apply to the Company, a member of the Manager or another appointed individual shall act as the Partnership Representative for the purposes of IRS Code section 6221 through 6241. In the event the member of the Manager is no longer a Member in the Company, and no other individual has been appointed as the Partnership Representative, the Partnership Representative shall be the Majority Interest owner from amongst the Members. If the Majority Member is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests of the Members. The Partnership Representative shall be authorized and required to represent the Company with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings. The Partnership Representative shall have the sole authority to (1i) sign consents, enter into settlement and other agreements with such authorities with respect to any such examinations or proceedings and (ii) to expend the Company’s funds for professional services incurred in connection therewith. In the event of an adjustment resulting in an underpayment of tax, the Partnership Representative shall duly and timely elect under section 6226 of the IRS Code that each Person who was a Member during the taxable year that was audited personally bear any tax, interest, addition to tax, and penalty resulting from such adjustments and, if for any reason, the Company is liable for a tax, interest, addition to tax, or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably required by the Partnership Representative to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred by the Partnership Representative in carrying out its obligations hereunder shall be allocated to and charged to the Company as an expense of the Company for which the Partnership Representative shall be reimbursed.

Partnership Representative. The Members shall take all reasonable actions to avoid the application (a) Subject to the Company provisions hereof, the Corporation shall designate each year a “partnership representative” of the centralized partnership audit provisions of sections 6221 through 6241 of Company pursuant to Code Section 6223(a) and any corresponding state or local law (the Code, as amended by the Bipartisan Budget Act of 2015. If, however, such provisions are found to apply to the Company, a member of the Manager or another appointed individual shall act as the Partnership Representative for the purposes of IRS Code section 6221 through 6241. In the event the member of the Manager is no longer a Member in the Company, and no other individual has been appointed as the “Partnership Representative”), which may be the Partnership Representative Corporation and shall be the Majority Interest owner from amongst the Members. If the Majority Member Corporation if no other person is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests of the Membersdesignated. The Partnership Representative shall designate from time to time a “designated individual” to act on behalf of the Partnership Representative, and such designated individual shall be subject to replacement by the Partnership Representative. The Partnership Representative shall have the right and obligation to take all actions authorized and required, respectively, for the Partnership Representative as provided in Code Sections 6222 through 6241, any Treasury Regulations issued or other guidance thereunder and any comparable state or local law (the “Partnership Tax Audit Rules”), and 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 resulting administrative and judicial proceedings. The Partnership Representative shall have the sole authority to (1) sign consents, enter into settlement and other agreements with such authorities with respect to any such examinations or proceedings and (ii) to expend the Company’s Company funds for professional services reasonably incurred in connection therewith. In the event of an adjustment resulting in an underpayment of tax, ; provided that the Partnership Representative shall duly and timely not elect under section 6226 of to apply the IRS Code that each Person who was a Member during the Partnership Tax Audit Rules for any taxable year that was audited personally bear any taxbeginning prior to January 1, interest, addition to tax, and penalty resulting from such adjustments and, if for any reason, the Company is liable for a tax, interest, addition to tax, or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment2018. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree Each Member agrees to cooperate with the Partnership Representative Company and to do or refrain from doing any or all things reasonably required requested by the Partnership Representative Company with respect to the conduct of such proceedings. Any reasonable direct out-of-pocket expense The Partnership Representative shall keep all Members fully advised on a current basis of any contacts by or discussions with the tax authorities. All expenses incurred by the Partnership Representative in carrying out its obligations hereunder connection with the Company shall be allocated to and charged borne by the Company. Any amounts paid by the Partnership Representative on behalf of the Company shall constitute an advance to the Company subject to reimbursement and not a contribution to its capital. The Partnership Representative is authorized to employ such accountants, attorneys and agents as an expense it, in its sole and absolute discretion, determines are necessary to or useful in the performance of its duties. In the Company event the Person serving as the Partnership Representative resigns or ceases to be the Partnership Representative for which any reason, a successor Partnership Representative shall be appointed by the Corporation. Any person who serves as the Partnership Representative shall not be reimbursedliable to the Company or any Member for any action it takes or fails to take in such capacity, unless such action or failure to act constitutes bad faith, willful misconduct, fraud or a material breach of this Agreement. The Company shall indemnify the Partnership Representative as provided in Section 7.04.

Partnership Representative. The Members shall take all reasonable actions to avoid Unless and until another Member is designated as the application “partnership representative” within the meaning of Section 6231(a)(7) of the Code (the “Partnership Representative”) by the Board, the Partnership Representative of the Company will be the Intel Member. Subject to the Company limitations set forth in Article 8 hereof, the Partnership Representative shall (i) keep the other Members promptly informed about any communications with any Governmental Entities in connection with any income or other material tax audit or proceeding of the centralized partnership audit provisions of sections 6221 through 6241 of the Code, as amended by the Bipartisan Budget Act of 2015. If, however, such provisions are found to apply to the Company, (ii) consult with the other Members in connection with any such audit or other proceeding about strategy and give the other Members the opportunity (at the sole cost and expense of such Members) to attend any meetings with the Governmental Entities in such audit or other proceeding and (iii) provide the Members with an opportunity to review and comment on any material substantive written communications with such Governmental Entities relating to such audit or other proceeding, in each case, to the extent any such Member could reasonably be expected to be adversely impacted by such audit or proceeding. To the extent any settlement or compromise with respect to Company tax matters could reasonably be expected to have a member of disproportionate and adverse impact on the Manager or another appointed individual shall act as Brookfield Member, the Partnership Representative for shall not enter into such settlement agreement with any Governmental Entities without the purposes of IRS Code section 6221 through 6241. In the event the member prior written consent of the Manager is no longer a Brookfield Member in (which consent shall not be unreasonably withheld, conditioned or delayed). Each Member hereby agrees to use reasonable efforts (i) to take such actions as may be required to effect the Company, and no other individual has been appointed Intel Member’s designation as the Partnership Representative, the Partnership Representative shall be the Majority Interest owner from amongst the Members. If the Majority Member is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests of the Members. The Partnership Representative shall be authorized and required to represent the Company with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings. The Partnership Representative shall have the sole authority to (1) sign consents, enter into settlement and other agreements with such authorities with respect to any such examinations or proceedings and (ii) supply to expend the Company’s funds for professional services incurred in connection therewith. In the event of an adjustment resulting in an underpayment of tax, as reasonably requested by the Partnership Representative shall duly and timely elect under section 6226 Representative, all reasonably accessible, pertinent information in its possession relating to the operations of the IRS Code that each Person who was a Member during the taxable year that was audited personally bear any tax, interest, addition Company necessary to tax, and penalty resulting from such adjustments and, if for any reason, the Company is liable for a tax, interest, addition to tax, or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had enable the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such taxreturns to be prepared and filed, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree and (iii) to cooperate with the Partnership Representative and to do provide any information or refrain from doing any or all things take such other actions as may be reasonably required by the Partnership Representative to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred requested by the Partnership Representative in carrying out its obligations hereunder order to modify any Imputed Underpayment Amount pursuant to Code Section 6225(c); provided, however, that none of the Members shall be allocated required to and charged to file any amended U.S. federal income tax return or comply with the Company as an expense alternative procedure described in Code Section 6225(c)(2)(B), or pay any tax due in connection with such tax return in accordance with Code Section 6225(c)(2) or any corresponding provision of applicable state or local law, in each case, without the Company for prior written consent of such Member (which the Partnership Representative consent shall not be reimbursedunreasonably withheld, conditioned or delayed).

Partnership Representative. The Members shall take all reasonable actions (i) Nassau Machines, Inc. is hereby designated as the initial “partnership representative” of the Company under Section 6223(a) of the Partnership Tax Audit Rules and as the “tax matters partner” pursuant to avoid Section 6231(a)(7) of the application Code prior to its amendment by the Partnership Tax Audit Rules for purposes of state and local jurisdictions that have not conformed to the Company Partnership Tax Audit Rules (in each case, the “Partnership Representative”). Each of the centralized partnership audit provisions of sections 6221 through 6241 of the Code, Members hereby consents to such designation and agrees to take any such further action as amended may be required by the Bipartisan Budget Act of 2015. If, however, Treasury Regulations or otherwise to effectuate such provisions are found to apply to the Company, a member of the Manager or another appointed individual shall act as the Partnership Representative for the purposes of IRS Code section 6221 through 6241. In the event the member of the Manager is no longer a Member in the Company, and no other individual has been appointed as the Partnership Representative, the Partnership Representative shall be the Majority Interest owner from amongst the Members. If the Majority Member is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests of the Membersdesignation. The Partnership Representative shall be is authorized and required to represent the Company (at the Company’s expense) in connection with all examinations of the Company’s affairs by any tax authorities, including resulting judicial and administrative proceedings, and judicial proceedingsto expend Company funds for professional services and costs associated therewith. Each Member agrees that such Member will not independently act with respect to tax audits or tax litigation of the Company, unless previously authorized to do so in writing by the Partnership Representative, which authorization may be withheld by the Partnership Representative in its sole and absolute discretion. The Partnership Representative shall have sole discretion to determine whether the sole authority to Company (1) sign consents, enter into settlement and other agreements with such authorities with respect to any such examinations either on its own behalf or proceedings and (ii) to expend the Company’s funds for professional services incurred in connection therewith. In the event of an adjustment resulting in an underpayment of tax, the Partnership Representative shall duly and timely elect under section 6226 on behalf of the IRS Code that each Person who was a Member during the taxable year that was audited personally bear Members) will contest or continue to contest any tax, interest, addition tax deficiencies assessed or proposed to tax, and penalty resulting from such adjustments and, if for be assessed by any reason, the Company is liable for a tax, interest, addition to tax, or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportionstaxing authority. The Partnership Representative shall have the final decision-making authority give notice to each Member of any item or event with respect to all federal income taxes, including a proposed administrative or judicial proceeding involving taxes, and any proposed deficiency or similar notice of intention to assess taxes, and permit any potentially affected Member the opportunity to participate in such tax matters involving event or proceedings at such Member’s expense. Promptly following the Company. The Members agree written request of the Partnership Representative, the Company shall, to cooperate with the fullest extent permitted by applicable law, reimburse and indemnify the Partnership Representative for all reasonable expenses, including reasonable legal and to do or refrain from doing any or all things reasonably required by the Partnership Representative to conduct such proceedings. Any reasonable direct out-of-pocket expense accounting fees, claims, liabilities, losses and damages incurred by the Partnership Representative in carrying out its obligations hereunder shall be allocated to and charged such capacity in connection with any administrative or judicial proceeding with respect to the Company as an expense tax liability of the Company for which the Partnership Representative shall be reimbursedMembers.

Partnership Representative. The Members shall take all reasonable actions to avoid the application to partnership representative of the Company of the centralized pursuant to Code Section 6223(a) shall be Laredo, provided that such partnership audit provisions of sections 6221 through 6241 of the Code, as amended representative may be removed and replaced by the Bipartisan Budget Act of 2015. If, however, such provisions are found to apply to the Company, a member action of the Manager to the extent permitted by the provisions of the Code or another appointed individual shall act Treasury Regulations issued thereunder. (Any person who is designated as the Partnership Representative for the purposes of IRS Code section 6221 through 6241. In the event the member of the Manager partnership representative is no longer a Member in the Company, and no other individual has been appointed referred to herein as the “Partnership Representative, the Partnership Representative shall be the Majority Interest owner from amongst the Members. If the Majority Member is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests of the Members”). The Partnership Representative shall be is authorized to take such actions and required to represent execute and file all statements and forms on behalf of the Company with all examinations which may be permitted or required by the applicable provisions of the Company’s affairs by tax authoritiesInternal Revenue Code or Treasury Regulations issued thereunder, including resulting administrative and judicial proceedingsprovided that the Partnership Representative may file any suit only with the approval of the Manager. The Partnership Representative shall have the sole authority to act on behalf of the Company under Subchapter C of Chapter 63 of Subtitle F of the Code (1relating to IRS partnership audit proceedings) sign consentsand in any Tax proceedings brought by other taxing authorities, enter into settlement and other agreements the Company and all Members shall be bound by the actions taken by the Partnership Representative in such capacity. The Partnership Representative shall be reimbursed by the Company for all expenses incurred in connection with such authorities with respect to any such all examinations or proceedings and (ii) to expend of the Company’s affairs by Tax authorities, including resulting proceedings, and is authorized to expend Company funds for professional services incurred in connection and costs associated therewith. In The Partnership Representative shall keep the event Members informed as to the status of an adjustment resulting in an underpayment any audit of taxthe Company’s Tax affairs. Without first obtaining the approval of the Manager, the Partnership Representative shall duly and timely elect under section 6226 not, with respect to Company Tax matters: (a) enter into a settlement agreement with respect to any Tax matter, or (b) enter into an agreement extending the statute of limitations. If an audit of any of the IRS Company’s Tax returns shall occur, the Partnership Representative shall not settle or otherwise compromise assertions of the auditing agent which may be adverse to any Member as compared to the position taken on the Company’s Tax returns without the prior written consent of each such affected Member. If an audit results in an imputed underpayment by the Company as determined under Code that each Person who was a Member during Section 6225, the taxable year that was audited personally bear any tax, interest, addition to tax, and penalty resulting from Partnership Representative may make the election under Code Section 6226(a) within forty-five (45) days after the date of the notice of final partnership adjustment in the manner provided by the Internal Revenue Service. If such adjustments and, if for any reasonan election is made, the Company is shall furnish to each Member of the Company for the year under audit a statement reflecting the Member’s share of the adjusted items as determined in the notice of final partnership adjustment, and each such Member shall take such adjustment into account as required under Code Section 6226(b) and shall be liable for a taxany related interest, interestpenalty, addition to tax, or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustmentadditional amount. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty Company shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree to cooperate with indemnify the Partnership Representative from and to do or refrain from doing against any or all things reasonably required by claim, liability and expense (including attorneys’ fees) it may incur in connection with its duties as the Partnership Representative to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred by the Partnership Representative in carrying out its obligations hereunder shall be allocated to and charged to the Company as an expense of the Company for which the Partnership Representative shall be reimbursedRepresentative.

Partnership Representative. The For all taxable years beginning on or after January 1, 2018, the Managing Member (or any other Person designated by the Managing Member) shall be designated as the “partnership representative” (the “Partnership Representative”), as defined in Code Section 6223 (as in effect following the effective date of its amendment by Section 1101 of H.R. 1314, the “Bipartisan Budget Act of 2015”) and the Company and the Members shall take complete any necessary actions (including executing any required certificates or other documents) to effect such designation. The Company shall pay and be responsible for all reasonable actions to avoid third-party costs incurred by the application to Partnership Representative in performing its duties and any costs and expenses incurred by the Partnership Representative in connection with any audit of a Company income tax return. The Partnership Representative shall make, if available, the election described in Code Section 6226(a)(1) (as in effect following the effective date of the centralized partnership audit provisions its amendment by Section 1101 of sections 6221 through 6241 of the Code, as amended by the Bipartisan Budget Act of 2015). IfIf the Company becomes liable for any taxes, howeverinterest or penalties under Code Section 6225 (as in effect following the effective date of its amendment by Section 1101 of the Bipartisan Budget Act of 2015), (i) each Person that was a Member of the Company for the taxable year to which such liability relates shall indemnify, defend and hold harmless the Company for such Person’s allocable share of the amount of such tax liability, including any interest and penalties associated therewith, (ii) the Company may cause the Members (including any former Member) to whom such liability relates to pay, and each such Member hereby agrees to pay, such provisions are found to apply amount to the Company, and such amount shall not be treated as a member Capital Contribution, and (iii) without limiting a Member’s (or former Member’s) obligations under this Section 8.4(e), any amount paid by the Company that is attributable to a Member and that is not paid by such Member pursuant to clause (ii) above, shall be subject to the provisions of Section 4.5. The provisions contained in this Section 8.4(e) shall survive the dissolution of the Manager Company and the withdrawal of any Member or another appointed individual shall act as the Partnership Representative for the purposes assignment of IRS Code section 6221 through 6241. In the event the member of the Manager is no longer a Member any Member’s interest in the Company, and no other individual has been appointed as the Partnership Representative, the Partnership Representative shall be the Majority Interest owner from amongst the Members. If the Majority Member is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests of the Members. The Partnership Representative shall be authorized and required to represent the Company with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings. The Partnership Representative shall have the sole authority to (1) sign consents, enter into settlement and other agreements with such authorities with respect to any such examinations or proceedings and (ii) to expend the Company’s funds for professional services incurred in connection therewith. In the event of an adjustment resulting in an underpayment of tax, the Partnership Representative shall duly and timely elect under section 6226 of the IRS Code that each Person who was a Member during the taxable year that was audited personally bear any tax, interest, addition to tax, and penalty resulting from such adjustments and, if for any reason, the Company is liable for a tax, interest, addition to tax, or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably required by the Partnership Representative to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred by the Partnership Representative in carrying out its obligations hereunder shall be allocated to and charged to the Company as an expense of the Company for which the Partnership Representative shall be reimbursed.

Partnership Representative. The Members Board shall take all reasonable actions appoint an individual to avoid be the application to the Company of the centralized “partnership audit provisions of sections 6221 through 6241 of the Coderepresentative” as provided in Code Section 6223(a), as amended by the Bipartisan Budget Act of 2015. If, however, such provisions are found to apply to 2015 (the Company, a member of “BBA”) (the Manager or another appointed individual shall act as the Partnership Representative for the purposes of IRS Code section 6221 through 6241. In the event the member of the Manager is no longer a Member in the Company, and no other individual has been appointed as the “Partnership Representative, the Partnership Representative shall be the Majority Interest owner from amongst the Members. If the Majority Member is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests of the Members”). The Partnership Representative shall be 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 taxing authorities, including resulting administrative and judicial proceedings, and to expend Company funds for professional services and costs associated therewith. The Partnership Representative shall have the sole authority to (1) sign consents, enter into settlement and other agreements with such authorities with respect to act on behalf of the Company in any such examinations and any resulting administrative or proceedings judicial proceedings, and shall have sole discretion to determine whether the Company (either on its own behalf or on behalf of the Members) will contest or continue to contest any tax deficiencies assessed or proposed to be assessed by any taxing authority. To the extent permitted by applicable law and regulations, the Partnership Representative on behalf of the Company may annually elect out of the BBA for tax years beginning on or after January 1, 2018 pursuant to Code Section 6221(b), as amended by the BBA. For any year in which applicable law and regulations do not permit the Company to elect out of the BBA, then within forty-five (45) days of any notice of final partnership adjustment, the Partnership Representative may cause the Company to elect the alternative procedure under Code Section 6226, as amended by the BBA, and furnish to the Internal Revenue Service and each Member (including former Members) during the year or years to which the notice of final partnership adjustment relates a statement of the Member’s share of any adjustment set forth in the notice of final partnership adjustment. Each Member agrees that (i) such Member shall not treat any Company item inconsistently on such Member’s federal, state, foreign, or other income tax return with the treatment of the item on the Company’s return and (ii) to expend the Company’s funds for professional services incurred in connection therewith. In the event of an adjustment resulting the Company elects the alternative procedure under Code Section 6226 as amended by the BBA, such Member shall file amended returns if necessary and pay any tax due with respect to the tax year in an underpayment of taxquestion. Any deficiency for taxes imposed on or allocable to any Member or former Member (including penalties, the Partnership Representative shall duly and timely elect under section 6226 of the IRS Code that each Person who was a Member during the taxable year that was audited personally bear any tax, interest, addition additions to taxtax or interest imposed with respect to such taxes, and penalty resulting any taxes imposed pursuant to Code Section 6226, as amended by the BBA) shall be paid by such Member, and if required to be paid (and actually paid) by the Company (whether under the BBA or otherwise), will be recoverable from such adjustments and, if for any reason, Member; the Board may require a former Member to indemnify the Company is liable for a tax, interest, addition to tax, or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment its allocable portion of such tax. The obligations of each Member or former Member under this Section 3 shall survive the transfer or redemption by such Member of such Member’s Units, interest, addition to taxthe termination of this Agreement, or penalty shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving dissolution of the Company. The Members agree to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably required by the Partnership Representative to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred by the Partnership Representative in carrying out its obligations hereunder shall be allocated to and charged to the Company as an expense of the Company for which the Partnership Representative shall be reimbursed.

Partnership Representative. For taxable years ending prior to January 1, 2018, The Members the Manager shall take all reasonable actions to avoid be the application to the Company of the centralized partnership audit provisions of sections 6221 through 6241 Company’s “tax matters partner” (as such term is defined in Section 6231(a)(7) of the Code, as amended prior to amendment by the Bipartisan Budget Act Act) (the “Tax Matters Member”), with all of 2015the powers that accompany such status (except as otherwise provided in this Agreement). IfFor taxable years ending after December 31, however2017, such provisions are found the Manager shall have the right to apply be or to appoint the Company’s “partnership representative” and, a member if applicable, the designated individual within the meaning of Code Section 6223 (the “Partnership Representative”) with sole authority to act on behalf of the Manager or another appointed individual shall act as Company for purposes of the Partnership Representative for Audit Procedures. Promptly following the purposes of IRS Code section 6221 through 6241. In the event the member written request of the Manager is no longer a Tax Matters Member in the Company, and no other individual has been appointed as or the Partnership Representative, the Company shall, to the fullest extent permitted by law, reimburse and indemnify the Tax Matters Member or the Partnership Representative shall be Representative, as applicable, for all reasonable expenses, including, without limitation, reasonable legal and accounting fees, claims, liabilities, losses and damages incurred by the Majority Interest owner from amongst Tax Matters Member or the Partnership Representative, as applicable, in connection with any administrative or judicial proceeding with respect to the tax liability of the Members. If Company or any of the Majority Members. Furthermore, in the event the Company is liable under the Partnership Audit Procedures for any imputed underpayment (including interest and penalties) with respect to items of Company income, gain, loss, deduction or credit attributable to a Member for the applicable year, such Member shall promptly reimburse the Company for such amount and such reimbursement shall not be considered a Capital Contribution to the Company by such Member. The foregoing sentence shall apply even if the applicable Member is unable or unwilling to serveno longer a member of the Company at the time the Company becomes liable for such imputed underpayment. Each Member agrees that, upon request of the Partnership Representative Representative, such Member shall take such actions and provide any such information as may be appointed from amongst necessary or desirable (as determined by the remaining Members by a Majority Partnership Representative) in connection with any administrative or judicial proceeding with respect to the tax liability of Interests the Company or any of the Members. The Partnership Representative provisions of this Section 3.5 shall be authorized and required to represent survive the Company with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings. The Partnership Representative shall have the sole authority to (1) sign consents, enter into settlement and other agreements with such authorities with respect to any such examinations or proceedings and (ii) to expend the Company’s funds for professional services incurred in connection therewith. In the event of an adjustment resulting in an underpayment of tax, the Partnership Representative shall duly and timely elect under section 6226 of the IRS Code that each Person who was a Member during the taxable year that was audited personally bear any tax, interest, addition to tax, and penalty resulting from such adjustments and, if for any reason, the Company is liable for a tax, interest, addition to tax, or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably required by the Partnership Representative to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred by the Partnership Representative in carrying out its obligations hereunder shall be allocated to and charged to the Company as an expense termination of the Company and shall remain binding on the Members for which as long a period of time as is necessary to resolve with the Partnership Representative shall be reimbursedInternal Revenue Service (or state or local taxing authorities, as the case may be) any and all matters regarding the U.S. federal income taxation of the Company or the Members.”

Partnership Representative. The Members shall take all reasonable actions With respect to avoid periods governed by the application to Code as amended by the Company Bi-partisan Budget Act of 2015, Iridium or a person designated (and approved by the centralized partnership audit provisions Board of sections 6221 through 6241 Directors) by it is hereby designated the “Partnership Representative” (as defined in Section 6223 of the Code, as amended by the Bipartisan Bi-partisan Budget Act of 2015. If, however, such provisions are found to apply to the Company, a member of the Manager or another appointed individual shall act as the Partnership Representative for the purposes of IRS Code section 6221 through 6241. In the event the member of the Manager 2015 (“BBA Amendments”)) and is no longer a Member in the Company, and no other individual has been appointed as the Partnership Representative, the Partnership Representative shall be the Majority Interest owner from amongst the Members. If the Majority Member is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests of the Members. The Partnership Representative shall be authorized and required to represent the Company (at the Company’s expense), subject to the direction and supervision of the Board of Directors and the restrictions set forth in this Section 9.3.2, in connection with all examinations of the Company’s affairs by tax authorities, including any resulting administrative and judicial proceedings, and to expend Company funds for professional services reasonably incurred in connection therewith. The Partnership Representative shall have the sole authority to (1) sign consents, enter into settlement act on behalf of the Company for purposes of the BBA Amendments and other agreements with such authorities with respect to any such examinations comparable provisions of state or proceedings and (ii) to expend the Company’s funds for professional services incurred in connection therewithlocal income tax laws. In the event The Board of an adjustment resulting in an underpayment of tax, the Directors may appoint a new Partnership Representative shall duly at any time in its sole discretion. Each Member and timely elect under section 6226 of the IRS Code former Member that each Person who was a Member held any Interest during the taxable year that was audited personally bear any tax, interest, addition reviewed Fiscal Year (an “Interested 50 Member”) agrees to tax, and penalty resulting from such adjustments and, if for any reason, cooperate reasonably with the Company is liable for a tax, interest, addition to tax, or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably required requested by the Partnership Representative Company with respect to the conduct of such proceedings. Any reasonable direct out-of-pocket expense incurred by the Partnership Representative in carrying out its obligations hereunder shall be allocated to and charged to the Company as an expense of the Company for which the The Partnership Representative shall inform the Interested Members within 30 days of the initiation of an audit, examination or other proceeding by a tax authority and shall keep the Interested Members reasonably informed of the progress of any examinations, audits or other proceedings, shall provide the Interested Members with information on a full and timely basis, and shall not settle any examination or controversy concerning the Company’s affairs by tax authorities that could reasonably be reimbursedexpected to materially and adversely affect any Interested Member without the written consent of such Interested Member, which consent shall not be unreasonably withheld or delayed.

Partnership Representative. The Members Manager shall take all reasonable actions designate a Person to avoid act as the application to “partnership representative” for purposes of Section 6223 of the Code and any analogous provision of state, local, or foreign law for a taxable year of the Company to which such analogous provision applies (the “Partnership Representative”). If applicable, the Partnership Representative shall designate the “designated individual” (as such term is defined under Treasury Regulations Section 301.6223-1(b)(3)) in the manner prescribed by the Treasury Regulations. The Partnership Representative shall have all of the centralized partnership audit provisions of sections rights, duties, powers, and obligations provided for in Sections 6221 through 6241 of the Code with respect to the Company, including all decisions regarding elections under Section 6221(b) or Section 6226 of the Code. If (a) the Company becomes liable for any taxes, interest or penalties under Section 6225 of the Code, or under any analogous provision of state, local, or foreign law and (b) the amount of such tax liability that is allocable to a Person that was a Member of the Company for all or a portion of the taxable year to which such liability relates (a “Reviewed Year Member”), including any associated interest and penalties, as amended reasonably determined by the Manager, taking into account (i) the Reviewed Year Member’s share of the Net Income or Net Losses, of specially allocated, individual items of Company income, gain, deduction, and loss, and of credits to which such adjustment and imputed underpayment relate and (ii) other relevant information (for example, the Reviewed Year Member’s obligation (if any) to indemnify, defend, or hold harmless the Company or any other Member for some or all of such adjustment and imputed underpayment (and any associated interest and penalties) or the Reviewed Year Member’s obligations and liabilities (if any) arising from or related to the Reviewed Year Member’s representations, warranties, and covenants pursuant to this Agreement), exceeds the amount of Company funds that otherwise would be then-distributable to the Reviewed Year Member, notwithstanding any other provision of this Agreement, the Reviewed Year Member will contribute to the Company, at least three Business Days prior to the due date of the Company’s payment, the amount of funds required (i.e., the full amount of the payment with respect to the Reviewed Year Member if no Company funds would be then-distributable to the Reviewed Year Member or the amount by which the amount of the payment with respect to the Reviewed Year Member exceeds the amount of Company funds that otherwise would be then distributable to the Reviewed Year Member) to allow the Company to satisfy fully and timely its obligation to pay such taxes, interest, or penalties under Section 6225 of the Code, or under any analogous provision of state, local, or foreign law. Any such amount paid by a Reviewed Year Member to the Company shall not be treated as a Capital Contribution for purposes of any provision herein that affects distributions to the Members. In addition, each of the Partnership Representative and the Manager is authorized to withhold from distributions, if any, then otherwise to be made to one or more of the Reviewed Year Members and to pay to any such taxes, interest, or penalties under Section 6225 of the Code, or under any analogous provision of state, local, or foreign law. Any amount withheld or paid with respect to a Reviewed Year Member pursuant to this SECTION 9.5 shall be treated as an amount distributed to such Reviewed Year Member for all purposes under this Agreement. Each Reviewed Year Member shall furnish the Partnership Representative with such information as the Partnership Representative may reasonably request to permit the Partnership Representative to perform the Partnership Representative’s duties under the Code. The Partnership Representative shall not be liable to the Company, any Member, or any Reviewed Year Member for any act or omission of the Partnership Representative that was in good faith and in the belief that such act or omission was in, or was not opposed to, the best interests of the Company. The Partnership Representative shall be indemnified by the Company in respect of any claim based upon such act or omission, provided that such act or omission does not violate this Agreement and does not constitute gross negligence, fraud, or a willful violation of law. The Partnership Representative shall inform all Members and Reviewed Year Members of all material tax matters of which the Partnership Representative becomes informed by giving the Members and the Reviewed Year Members notice thereof within 30 days after the Partnership Representative’s becoming so informed. The Company shall bear all expenses and costs of the Partnership Representative except to the extent that the Partnership Representative incurred the expense or cost in connection with an act or omission by the Partnership Representative that violates this Agreement or constitutes gross negligence, fraud, or a willful violation of law. The Company’s initial Partnership Representative shall be the initial Manager elected in accordance with this Agreement. If provisions of state or local law analogous to Sections 6221 through 6231 of the Code (as in effect before amendment by the Bipartisan Budget Act of 2015. If, however, such provisions are found to 2015 (P.L. 114-74)) apply to a taxable year of the Company, a member of the Manager or another appointed individual shall act as the Partnership Representative for the purposes of IRS Code section 6221 through 6241. In the event the member of the Manager is no longer a Member in the Company, and no other individual has been appointed as the Partnership Representative, the Partnership Representative shall be serve as the Majority Interest owner from amongst the Members. If the Majority Member is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests of the Members. The Partnership Representative shall be authorized and required to represent the Company with all examinations of the Company’s affairs by “tax authorities, including resulting administrative and judicial proceedings. The Partnership Representative shall have the sole authority to (1) sign consents, enter into settlement and other agreements with such authorities matters partner” with respect to such taxable year, and the provisions of this SECTION 9.5 shall, to the extent applicable, apply to any audit governed by such examinations provisions of state or proceedings local law. This SECTION 9.5 shall survive (i) the termination, liquidation, or dissolution of the Company and (ii) to expend the Company’s funds for professional services incurred in connection therewith. In the event of an adjustment resulting in an underpayment of taxtransfer, the Partnership Representative shall duly and timely elect under section 6226 of the IRS Code that each Person who was a Member during the taxable year that was audited personally bear any tax, interest, addition to tax, and penalty resulting from such adjustments and, if for any reason, the Company is liable for a tax, interest, addition to taxredemption, or penalty as liquidation of a result of such an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such PersonMember’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons interest in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably required by the Partnership Representative to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred by the Partnership Representative in carrying out its obligations hereunder shall be allocated to and charged to the Company as an expense of the Company for which the Partnership Representative shall be reimbursed.Operating Agreement

Partnership Representative. The Members officer serving in the capacity of chief financial officer, chief accounting officer or treasurer of the Company, or such other Person so designated by the Manager, shall take all reasonable actions to avoid be the application to “partnership representative” of the Company within the meaning of Section 6223(a) of the centralized partnership audit provisions of sections 6221 through 6241 of Code (the Code, “Partnership Representative”) as amended by included in the Bipartisan Budget Act of 2015. If, howeveras such, such provisions are found to apply to the Company, a member of the Manager or another appointed individual shall act as the Partnership Representative for the purposes of IRS Code section 6221 through 6241. In the event the member of the Manager is no longer a Member in the Company, and no other individual has been appointed as the Partnership Representative, the Partnership Representative shall be the Majority Interest owner from amongst the Members. If the Majority Member is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests of the Members. The Partnership Representative shall be 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 resulting administrative and judicial proceedings. The Partnership Representative shall have the sole authority to (1) sign consents, enter into settlement and other agreements with such authorities with respect to any such examinations or proceedings and (ii) to expend the Company’s funds for professional services and reasonably incurred in connection therewith. In the event of an adjustment resulting in an underpayment of tax, the Partnership Representative shall duly and timely elect under section 6226 of the IRS Code that each Person who was a Each Member during the taxable year that was audited personally bear any tax, interest, addition to tax, and penalty resulting from such adjustments and, if for any reason, the Company is liable for a tax, interest, addition to tax, or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree agrees to cooperate with the Partnership Representative Company and to do or refrain from doing any or all things reasonably required requested by the Company with respect to the conduct of such proceedings. Notwithstanding the authority granted to the Partnership Representative hereunder, all non-ministerial decisions regarding tax elections (except where the election is expressly authorized to be made by the Manager hereby), audit, tax litigation, settlement and other tax matters shall be subject to the prior written approval of the Manager. For example, but not by way of limitation, the Partnership Representative shall not take any position or action with the IRS without the prior written approval of the Manager, including but not limited to, any decision (i) to enter into any settlement or other agreement with the IRS or any tax other authority that purports to bind any Member other than the Partnership Representative; (ii) to file a request for an administrative adjustment with the IRS or file a petition for judicial review with respect to any such request, or (iii) to extend the statute of limitations for assessing or computing any tax liability against the Company (or the amount or character of any Company tax items. The Partnership Representative shall furnish to the Members a copy of all notices or other written communications received by the Partnership Representative or the Company from the IRS or any other taxing authorities promptly after receipt of such communication. The Partnership Representative shall notify the Members of all communications it has had with the IRS or any other taxing authorities and shall keep the Members informed of all matters which may come to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred its attention in its capacity as Partnership Representative by giving the Members written notice thereof within five days after the Partnership Representative in carrying out its obligations hereunder shall becomes informed of any such matter or within such shorter period as may be allocated required by the appropriate statutory or regulatory provisions. In the event of any Company-level proceeding instituted by the IRS pursuant to and charged to the Company as an expense Sections 6221 through 6233 of the Company for which Code, the Partnership Representative shall consult with the Manager regarding the nature and content of all action and defense to be reimbursedtaken by the Company in response to such proceeding. The Partnership Representative also shall consult with the Manager regarding the nature and content of any proceeding pursuant to Sections 6221 through 6233 of the Code instituted by or on behalf of the Company (including the decision to institute proceedings, whether administrative or judicial, and whether in response to a previous IRS proceeding against the Company or otherwise). Notwithstanding anything herein to the contrary, it is agreed that to the extent available, the Partnership Representative shall cause the Company to make, and the Company shall make, the election contemplated by Section 6221(b). In addition, the Manager shall have the right, in its sole discretion, to make an election to change the tax treatment of the Company, including to elect to have the Company taxed as a corporation.

Partnership Representative. The Members shall take all reasonable actions to avoid the application to the Company of the centralized partnership audit provisions of sections 6221 through 6241 of the Code, as amended by the Bipartisan Budget Act of 2015. If, however, such provisions are found to apply to the Company, a member of the Manager or another appointed individual shall act as the Partnership Representative for the purposes of IRS Code section 6221 through 6241. In the event the member of the Manager is no longer a Member in the Company, and no other individual has been appointed as the Partnership Representative, the Partnership Representative shall be the Majority Interest owner from amongst the Members. If the Majority Member is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests of the Members. Tulsa Real Estate Fund, LLC C-7 Company Agreement The Partnership Representative shall be authorized and required to represent the Company with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings. The Partnership Representative shall have the sole authority to (1) sign consents, enter into settlement and other agreements with such authorities with respect to any such examinations or proceedings and (ii) to expend the Company’s funds for professional services incurred in connection therewith. In the event of an adjustment resulting in an underpayment of tax, the Partnership Representative shall duly and timely elect under section 6226 of the IRS Code that each Person who was a Member during the taxable year that was audited personally bear any tax, interest, addition to tax, and penalty resulting from such adjustments and, if for any reason, the Company is liable for a tax, interest, addition to tax, or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably required by the Partnership Representative to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred by the Partnership Representative in carrying out its obligations hereunder shall be allocated to and charged to the Company as an expense of the Company for which the Partnership Representative shall be reimbursed.

Partnership Representative. The Members shall take all reasonable actions to avoid Board may appoint and replace a “partnership representative” (as such term is defined in Code Section 6223(a)) (the application to “Partnership Representative”). The initial Partnership Representative of the Company of the centralized partnership audit provisions of sections 6221 through 6241 of the Code, as amended by the Bipartisan Budget Act of 2015. If, however, such provisions are found to apply to the Company, a member of the Manager or another appointed individual shall act as the Partnership Representative for the purposes of IRS Code section 6221 through 6241. In the event the member of the Manager is no longer a Member in the Company, and no other individual has been appointed as the Partnership Representative, the Partnership Representative shall be the Majority Interest owner from amongst the Members. If the Majority Member is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests of the MembersMN8. The Partnership Representative shall have the power to appoint a “designated individual” within the meaning of Section. § 301.6223-1(b)(3) of the Regulations and to replace such individual from time to time. The Partnership Representative shall perform its duties under the direction and guidance of the Board and shall be authorized and required to represent the Company (at the Company’s expense), subject to the restrictions set forth in this Section 9.1, in connection with all examinations of the Company’s affairs by tax authorities, including any resulting administrative and judicial proceedings. The Partnership Representative shall have the sole authority to (1) sign consents, enter into settlement and other agreements with such authorities with respect to any such examinations or proceedings and (ii) to expend the Company’s Company funds for professional services reasonably incurred in connection therewith. In the event of an adjustment resulting in an underpayment of tax, the Partnership Representative shall duly Each Member and timely elect under section 6226 of the IRS Code former Member that each Person who was a Member held any Membership Interests during the taxable year that was audited personally bear any tax, interest, addition to tax, and penalty resulting from such adjustments and, if for any reason, the Company is liable for a tax, interest, addition to tax, or penalty as a result of such reviewed Fiscal Year (an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability“Interested Member”) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree agrees to cooperate with the Partnership Representative Company and to do or refrain from doing any or all things reasonably required requested by the Partnership Representative Company with respect to the conduct of such proceedings. Any reasonable direct out-of-pocket expense incurred by the The Partnership Representative shall notify the Interested Members in carrying out its obligations hereunder shall be allocated to and charged writing within ten (10) Business Days of the initiation of, or receipt of notice regarding, any examination, audit or other tax proceeding relating to the Company as an expense Company, and will keep the Interested Members reasonably informed of the Company for progress of any such examinations, audits or other proceedings, shall provide the Interested Members with information on a full and timely basis, and shall not settle any examination or controversy concerning the Company’s affairs by tax authorities without the written consent of the Board, which consent shall not be unreasonably withheld or delayed. Subject to the consent of the Board, the Partnership Representative shall determine whether any partnership adjustment to each Interested Member shall be reimbursedmade through the application of the procedures established pursuant to Code Section 6225(c) or through an election and the furnishing of statements pursuant to Code Section 6226. Each Member further agrees to cooperate in taking such actions as may be required to cause any election made by the Company to be effective and to provide the Partnership Representative with documentation necessary in connection with its compliance with the provisions of this Section 9.

Partnership Representative. The With respect to tax years beginning after December 31, 2017, the partnership representative of the Company pursuant to Section 6223(a) of the Internal Revenue Code shall be any person (including any Member) designated by the Board of Managers, subject to replacement by action of a Majority Interest of the Members shall take all reasonable actions to avoid the application to the Company extent permitted by the provisions of the centralized Internal Revenue Code or Treasury Regulations issued thereunder. (Any person who is designated as the partnership audit representative is referred to herein as the “Partnership Representative”). The Partnership Representative is authorized to take such actions and to execute and file all statements and forms on behalf of the Company which may be permitted or required by the applicable provisions of sections 6221 through 6241 of the CodeInternal Revenue Code or Treasury Regulations issued thereunder, as amended by the Bipartisan Budget Act of 2015. If, however, such provisions are found to apply to the Company, a member of the Manager or another appointed individual shall act as provided that the Partnership Representative for may file any suit only with the purposes approval of IRS Code section 6221 through 6241. In the event the member of the Manager is no longer a Member in the Company, and no other individual has been appointed as the Partnership Representative, the Partnership Representative shall be the Majority Interest owner from amongst the Members. If the Majority Member is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests of the Members. The Partnership Representative shall be authorized and required have the sole authority to represent act on behalf of the Company under Subchapter C of Section 63 of the Internal Revenue Code (relating to IRS partnership audit proceedings) and in any tax proceedings brought by other taxing authorities, and the Company and all Members shall be bound by the actions taken by the Partnership Representative in such capacity. The Partnership Representative shall be reimbursed by the Company for all expenses incurred in connection with all examinations of the Company’s affairs by tax authorities, including resulting administrative proceedings, and judicial proceedingsis authorized to expend Company funds for professional services and costs associated therewith. The Partnership Representative shall have keep the sole authority Members informed as to (1) sign consents, enter into settlement and other agreements with such authorities with respect to the status of any such examinations or proceedings and (ii) to expend audit of the Company’s funds for professional services incurred in connection therewithtax affairs. In Without first obtaining the event approval of an adjustment resulting in an underpayment a Majority Interest of taxthe Members, the Partnership Representative shall duly and timely elect under section 6226 not, with respect to Company tax matters: (a) enter into a settlement agreement with respect to any tax matter, or (b) enter into an agreement extending the statute of limitations. If an audit of any of the IRS Company’s tax returns shall occur, the Partnership Representative shall not settle or otherwise compromise assertions of the auditing agent which may be adverse to any Member as compared to the position taken on the Company’s tax returns without the prior written consent of each such affected Member. If an audit results in an imputed underpayment by the Company as determined under Section 6225 of the Internal Revenue Code, the Partnership Representative, with the approval of a Majority Interest of the Members, may make the election under Section 6226(a) of the Internal Revenue Code that each Person who was a Member during within forty-five (45) days after the taxable year that was audited personally bear any tax, interest, addition to tax, and penalty resulting from date of the notice of final partnership adjustment in the manner provided by the Internal Revenue Service. If such adjustments and, if for any reasonan election is made, the Company is shall furnish to each Member of the Company for the year under audit a statement reflecting the Member’s share of the adjusted items as determined in the notice of final partnership adjustment, and each such Member shall take such adjustment into account as required under Section 6226(b) of the Internal Revenue Code and shall be liable for a taxany related interest, interestpenalty, addition to tax, or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably required by the Partnership Representative to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred by the Partnership Representative in carrying out its obligations hereunder shall be allocated to and charged to the Company as an expense of the Company for which the Partnership Representative shall be reimbursedadditional amount.

Partnership Representative. The Members shall take all reasonable actions With respect to avoid the application to the Company of the centralized partnership audit U.S. federal (and comparable provisions of sections 6221 through 6241 state and local) income tax matters concerning tax years of the Code, as amended by the Bipartisan Budget Act of 2015. If, however, such provisions are found to apply to the Company, a member unless and until the Manager designates otherwise, the Manager, will be the Company’s designated “partnership representative” within the meaning of Code Section 6223 (the “Tax Representative”) with sole authority to act on behalf of the Company for purposes of Subchapter C of Chapter 63 of the Code and any comparable provisions of state or local income tax laws. Initially, the Manager will be the Tax Representative and Kxxxxx XxXxxxx will be the “designated individual” within the meaning of Treasury Regulations Section 301.6223-1(b)(3). Each Member agrees that, upon request of the Tax Representative, such Member shall provide such information, execute such instrument and take such other actions as may be necessary or another appointed individual reasonably requested (as determined in good faith by the Tax Representative) to allow the Company (or Tax Representative, acting on behalf of the Company pursuant to this Section 9.3) to comply with any applicable tax reporting and/or withholding obligations, prepare for and participate in any tax proceedings, timely make any tax elections, and otherwise undertake actions relating to tax matters of the Company (including, to the extent applicable, actions to ensure compliance with the provisions of Section 6226 of the Code so that any “partnership adjustments” are taken into account by the Members rather than the Company). Each Member shall act use its best efforts to provide the Tax Representative with such information and execute such instruments as may be needed under the Partnership 2018 Audit Rules or otherwise reasonably requested by the Tax Representative in connection with the 2018 Audit Rules (including, for the purposes avoidance of IRS Code section 6221 through 6241doubt, in connection with making any election thereunder). In the event the member of the Manager is no longer a Member in the Company, and no other individual has been appointed as the Partnership Representative, the Partnership The Tax Representative shall be the Majority Interest owner from amongst the Members. If the Majority Member is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members reimbursed by a Majority of Interests of the Members. The Partnership Representative shall be authorized and required to represent the Company with for all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings. The Partnership Representative shall have the sole authority to (1) sign consents, enter into settlement and other agreements with such authorities with respect to any such examinations or proceedings and (ii) to expend the Company’s funds for professional services incurred in connection therewith. In the event of an adjustment resulting in an underpayment of tax, the Partnership Representative shall duly and timely elect under section 6226 of the IRS Code that each Person who was a Member during the taxable year that was audited personally bear any tax, interest, addition to tax, and penalty resulting from such adjustments and, if for any reason, the Company is liable for a tax, interest, addition to tax, or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably required by the Partnership Representative to conduct such proceedings. Any reasonable direct out-of-pocket expense costs and expenses reasonably incurred in connection with any such proceeding and shall be indemnified by the Company (solely out of Company assets) with respect to any action brought against such Tax Representative in connection with the settlement of any such proceeding. Expenses incurred by the Partnership Representative in carrying out its obligations hereunder shall be allocated to and charged to the Company as an expense of the Company for which the Partnership Tax Representative shall be reimbursedborne by the Company. 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 and expenses.

Partnership Representative. The Members shall take all reasonable actions For any year for which Company qualifies to avoid the application to the Company opt out of the centralized partnership audit provisions of sections regime under § 6221 through 6241 of the Code, the Company shall do so on its yearly tax return. For any year for which it is not eligible to opt out under § 6221, the remaining provisions of this section shall apply. The Members hereby appoint Mxxxxxx X. Xxxxxx as amended by the Bipartisan Budget Act of 2015. If, however, such provisions are found to apply to the Company, a member partnership representative of the Manager or another appointed individual shall act as Company pursuant to § 6223(a) of the Code (the “Partnership Representative”). The relationship of the Partnership Representative for to the purposes Members shall be that of IRS Code section 6221 through 6241. In the event the member of the Manager is no longer a Member in the Companyfiduciary, and no other individual has been appointed as the Partnership Representative, the Partnership Representative shall be have a fiduciary obligation to perform his duties in such manner as will serve the Majority Interest owner from amongst the Members. If the Majority Member is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests best interests of the Members. The Partnership Representative shall receive no fees or compensation for its services in such capacity but shall be authorized and required to represent reimbursed by the Company with for all examinations of the Company’s affairs reasonable costs and expenses incurred by tax authorities, including resulting administrative him in discharging his duties and judicial proceedingsresponsibilities as Partnership Representative. The Partnership Representative shall provide prompt notice to the Members of any inquiry or other communication received from the IRS regarding the tax treatment of the Company or Members, of the commencement of an IRS audit, options concerning certain elections available under the Code, confirmation certain elections have been made, when any assessment has been made by the sole authority IRS, when any and all meetings with the IRS shall occur, and information on options available to (1) sign consentsappeal the assessment. In the event an IRS assessment is made affecting the Members or the Company, enter into settlement and other agreements with such authorities the Members each hereby agree to file an amended return under § 6225 of the Code to reflect the tax as it should have been for the year that is being audited. Each Member acknowledges that, notwithstanding the transfer or liquidation of all or any portion of its Interest in the Company, it may remain liable for taxes with respect to any such examinations or proceedings its allocable share of income and (ii) to expend gain of the Company for the Company’s funds taxable years (or portions thereof) prior to such transfer or liquidation. The obligations of each Member or Former Member under this Section shall survive the transfer or redemption by such Member of its Interest and the termination of this Agreement or the dissolution of the Company. To the extent that a portion of the taxes imposed under § 6225 relates to a former Member, the former Member shall indemnify the Company for professional services incurred its allocable portion of such tax (including any penalties, additions to tax, additional amounts, and interest). Each Member acknowledges that, notwithstanding the transfer or liquidation of all or any portion of its Interest in connection therewiththe Company, it may remain liable for taxes with respect to its allocable share of income and gain of the Company for the Company’s taxable years (or portions thereof) prior to such transfer or liquidation. The Partnership Representative shall not, without consent of the Managers and a Majority in Interest, do any or all of the following: (a) engage attorneys, accountants, experts or other personnel; (b) send written correspondence to the IRS or file or authorizing filing on the Company’s behalf with any court without prior notice of and a reasonable opportunity to review and comment upon any such document; (c) make a Push-Out Election under § 6226 of the Code; (d) file an administrative adjustment request under § 6227 of the Code; (e) enter into a settlement with the IRS; or (f) extend the statute of limitations with the IRS. The Partnership Representative must also consult regularly with the Managers concerning audit and litigation strategy. In the event of an adjustment resulting in an underpayment of taxdeath, the Partnership Representative shall duly and timely elect under section 6226 of the IRS Code that each Person who was a Member during the taxable year that was audited personally bear any tax, interest, addition to tax, and penalty resulting from such adjustments and, if for any reason, the Company is liable for a tax, interest, addition to taxdisability, or penalty resignation of Mxxxxxx X. Xxxxxx as a result Partnership Representative, Wxxxxxx Xxxxxx shall serve as successor Partnership Representative. In the event of such an auditdeath, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to taxdisability, or penalty shall be specially allocated to such Persons in such proportions. The resignation of Wxxxxxx Xxxxxx as Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably required by the Partnership Representative to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred by the Partnership Representative in carrying out its obligations hereunder shall be allocated to and charged to the Company as an expense of the Company for which the Representative, a successor Partnership Representative shall be reimbursedselected by the Managers.

Partnership Representative. The Members Managing Member shall take all reasonable actions to avoid be the application to the Company Partnership Representative of the centralized partnership audit provisions of sections 6221 through 6241 of the Code, as amended by the Bipartisan Budget Act of 2015. If, however, such provisions are found to apply to the Company, a member and [INSERT] shall be appointed as the Designated Individual of the Manager or another appointed individual shall act as the Partnership Representative for the purposes of IRS Code section 6221 through 6241the Partnership Audit Rules. In the event the member Subject to approval of the Manager is no longer Members, the Managing Member may appoint a Member in the Company, and no other individual has been appointed different Person to serve as the Partnership Representative, provided such alternative appointment is permitted under the Partnership Audit Rules. From time to time, the Managing Member may appoint a different Person to serve as the Designated Individual, provided such appointment is permitted under the Partnership Audit Rules. If for any reason the Managing Member determines that the appointment of the Partnership Representative and the Designated Individual is not required or is not in the best interest of the Company, the election not to make such appointment(s) shall be subject to approval by the Majority Interest owner Members. An individual who is not affiliated with a Member shall be not be appointed as the Designated Individual unless such individual agrees in writing, pursuant to a joinder in such form as approved by the Members, to be bound by the provisions of this Article IX. Subject to compliance with the Partnership Audit Rules, (i) any Person serving as the Partnership Representative or the Designated Individual may withdraw from amongst such position at any time by giving the Managing Member written notice of such withdrawal and (ii) the Managing Member may, at any time, remove the Person serving as the Partnership Representative or the Designated Individual by giving such Person written notice of such removal. If such withdrawal or removal cannot be made immediately effective under the Partnership Audit Rules, the Person who is to be removed or who seeks to withdraw shall (A) take such actions, including the filing of a voluntary resignation with the Internal Revenue Service (“IRS”), as the Managing Member may request in order to effect such withdrawal or removal, (B) promptly provide the Managing Member with copies of all notices, communications and other information received from the IRS related to any Tax Proceeding involving the Company or any subsidiary (if applicable), and (C) refrain from taking any actions in connection with any Tax Proceeding involving the Company or any subsidiary (if applicable) without the approval of the Members. If the Majority Member is unable or unwilling to servePartnership Representative resigns, the Partnership Representative Designated Individual shall be appointed from amongst the remaining Members by a Majority of Interests of the Members. The Partnership Representative shall be authorized and required deemed to represent the Company with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings. The Partnership Representative shall have the sole authority to (1) sign consents, enter into settlement and other agreements with such authorities with respect to any such examinations or proceedings and (ii) to expend the Company’s funds for professional services incurred in connection therewith. In the event of an adjustment resulting in an underpayment of tax, the Partnership Representative shall duly and timely elect under section 6226 of the IRS Code that each Person who was a Member during the taxable year that was audited personally bear any tax, interest, addition to tax, and penalty resulting from such adjustments and, if for any reason, the Company is liable for a tax, interest, addition to tax, or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably required by the Partnership Representative to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred by the Partnership Representative in carrying out its obligations hereunder shall be allocated to and charged to the Company as an expense of the Company for which the Partnership Representative shall be reimbursedresigned contemporaneously.