Common use of Partnership Representative Clause in Contracts

Partnership Representative. A. The General Partner, or such Person as may alternatively be designated by the General Partner, following the direction and approval of the Board of Directors, shall be the “partnership representative” (within the meaning of Section 6223 of the Code) (the “Partnership Representative”). The taking of any action and the incurring of any expense by the Partnership Representative in connection with any such proceeding, except to the extent required by law, is a matter of the Partnership Representative, following the direction and approval of the Board of Directors, and the provisions relating to indemnification provisions set forth in Section 7.7 of this Agreement shall be fully applicable to the Partnership Representative in its capacity as such. Each Partner hereby agrees to cooperate with, and to take all reasonable actions requested by the Partnership Representative and the Partnership, to avoid or reduce any tax imposed under Section 6225 of the Code, including (i) taking such actions as may be required to effect the General Partner’s designation as the Partnership Representative, and on behalf of the Partnership, the General Partner’s (or its designee’s) appointment of any “designated individual,” (ii) providing any information or taking such other actions as may be reasonably requested by the Partnership Representative in order to determine whether any “imputed underpayment” (within the meaning of Section 6225 of the Code) may be modified pursuant to Section 6225(c) of the Code, (iii) providing any information or taking such other actions as may be reasonably requested by the Partnership Representative in connection with any election made by the Partnership Representative pursuant to Section 6226 of the Code, and (iv) upon the request of the Partnership Representative, filing any amended U.S. federal income tax return or comply with the alternative procedure described in Section 6225(c)(2)(B) of the Code, and paying any tax due in connection with such tax return in accordance with Section 6225(c)(2) of the Code or any corresponding provision of applicable state or local law. The provisions of this Section 10.3 and a Partner’s obligation to comply with this Section 10.3 shall survive any liquidation and dissolution of the Partnership and the transfer, assignment or liquidation of such Partner’s Partnership Interest (including for the avoidance of doubt through exercise of the Redemption Right).

Partnership Representative. A. (a) The General Partner, or such Person as may alternatively be designated by the General Partner, following the direction and approval of the Board of Directors, Partner shall be the “partnership representative,” (within the meaning of Code Section 6223 of the Code) (the “Partnership Representative”)) of the Partnership for federal income tax purposes. The taking of any action and the incurring of any expense by the Partnership Representative in connection with any such proceeding, except to the extent required by law, is a matter in the sole and absolute discretion of the Partnership Representative, following the direction and approval of the Board of Directors, and the provisions relating to indemnification provisions of the General Partner set forth in Section 7.7 of this Agreement shall be fully applicable to the Partnership Representative in its capacity as such. Each Partner hereby agrees to cooperate with, and to take all reasonable actions requested by the Partnership Representative and the Partnership, to avoid or reduce any tax imposed under Code Section 6225 of the Code6225, including (i) taking such actions as may be required to effect the General Partner’s designation as the Partnership Representative, and on behalf of the Partnership, the General Partner’s (or its designee’s) appointment of any “designated individual,” (ii) providing any information or taking such other actions as may be reasonably requested by the Partnership Representative in order to determine whether any “imputed underpayment” underpayment (within the meaning of Code Section 6225 of the Code6225) may be modified pursuant to Code Section 6225(c) of the Code), (iii) providing any information or taking such other actions as may be reasonably requested by the Partnership Representative in connection with any election made by the Partnership Representative pursuant to Code Section 6226 of the Code6226, and (iv) upon the request of the Partnership Representative, filing any amended U.S. federal income tax return or comply with the alternative procedure described in Code Section 6225(c)(2)(B) of the Code), and paying any tax due in connection with such tax return in accordance with Code Section 6225(c)(2) of the Code or any corresponding provision of applicable state or local law. The provisions of this Section 10.3 and a Partner’s obligation to comply with this Section 10.3 shall survive any liquidation and dissolution of the Partnership and the transfer, assignment or liquidation of such Partner’s Partnership Interest (including for the avoidance of doubt through exercise of the Redemption Right).

Partnership Representative. A. The General Partner, or such Person Partner is hereby designated as may alternatively be designated by the General Partner, following the direction and approval of the Board of Directors, shall be the “partnership representative” (within of the meaning Partnership for purposes of Section 6223 of the Code) Code and the Treasury Regulations promulgated thereunder (the “Partnership Representative”), and all federal, state and local Tax audits and litigation shall be conducted under the direction of the General Partner. The taking General Partner shall use reasonable efforts to inform each other Partner of any action and the incurring of any expense by the Partnership Representative in connection with any such proceeding, except all significant matters that may come to the extent required by law, is a matter of the Partnership Representative, following the direction and approval of the Board of Directors, and the provisions relating to indemnification provisions set forth in Section 7.7 of this Agreement shall be fully applicable to the Partnership Representative its attention in its capacity as such. Each Partner hereby agrees to cooperate with, Partnership Representative by giving Notice thereof and to take forward to each other Partner copies of all reasonable significant written communications it may receive in such capacity. The Partnership Representative shall consult with the Preferred Partners before taking any material actions requested by with respect to Tax matters, including actions relating to (i) an IRS examination of the Partnership Representative and the Partnership, to avoid or reduce any tax imposed commenced under Section 6225 6231(a) of the Code, including (i) taking such actions as may be required to effect the General Partner’s designation as the Partnership Representative, and on behalf of the Partnership, the General Partner’s (or its designee’s) appointment of any “designated individual,” (ii) providing any information or taking such other actions as may be reasonably requested a request for administrative adjustment filed by the Partnership Representative in order to determine whether any “imputed underpayment” (within the meaning of under Section 6225 of the Code) may be modified pursuant to Section 6225(c) 6227 of the Code, (iii) providing the filing of a petition for readjustment under Section 6234 of the Code with respect to a final notice of partnership adjustment, (iv) the appeal of an adverse judicial decision and (v) the compromise, settlement or dismissal of any information such proceedings. The Partnership Representative shall not compromise or taking such other actions as may settle any Tax audit or litigation affecting the Preferred Partners without the consent of the Preferred Partners holding more than fifty percent (50%) of the Preferred Interests (excluding any Defaulting Partners). Any material proposed action, inaction, or election to be reasonably requested taken by the Partnership Representative in connection with any election made by (including the Partnership Representative pursuant to Section 6226 appointment of the Code, and (iv) upon the request of the a successor Partnership Representative) in its capacity as such, filing any amended U.S. federal income tax return or comply with including the alternative procedure described in election under Section 6225(c)(2)(B6226(a)(1) of the Code, and paying any tax due in connection with such tax return in accordance with Section 6225(c)(2shall require the prior written approval of the Preferred Partners holding more than fifty percent (50%) of the Code or Preferred Interests (calculated excluding any corresponding provision of applicable state or local lawDefaulting Partners). The provisions of this Section 10.3 and a Partner’s obligation to comply with this Section 10.3 shall survive any liquidation and dissolution of the Partnership and the transfer, assignment or liquidation of such Partner’s Partnership Interest (including for For the avoidance of doubt through exercise doubt, the financial burden of any imputed underpayment or other taxes borne by the Redemption Right)Partnership shall be treated as a Tax Advance and shall be allocated amongst the Partners (and the Partnership shall be indemnified in respect of such Tax Advances) as provided in Section 9.5.

Partnership Representative. A. The General Partner, or such Person (B) the Manager is hereby designated as may alternatively be designated by the General Partner, following the direction and approval of the Board of Directors, shall be the “partnership representative” (of the Company for purposes and within the meaning of Section 6223 of the Code) New Partnership Audit Rules (the “Partnership Representative”). The taking of any action Company and the incurring of any expense by the Partnership Representative in connection with any such proceeding, except to the extent required by law, is a matter of the Partnership Representative, following the direction and approval of the Board of Directors, and the provisions relating to indemnification provisions set forth in Section 7.7 of this Agreement each Member shall be fully applicable to the Partnership Representative in its capacity as such. Each Partner hereby agrees to cooperate with, and to take all reasonable actions requested by the Partnership Representative and the Partnership, to avoid or reduce any tax imposed under Section 6225 of the Code, including (i) taking such actions as may be required to effect the General Partner’s designation as such designation. The Partnership Representative shall designate from time to time a “designated individual” to act on behalf of the Partnership Representative, and on behalf such designated individual shall be subject to replacement by the Partnership Representative in accordance with the Code and Treasury Regulations. To the extent that the Partnership Representative does not make an election to apply the alternative method provided by Section 6226 of the PartnershipCode (or any analogous provision of state or local tax law), the General Partner’s (or its designee’s) appointment Partnership Representative shall have the authority and discretion to determine the portion of any “designated individual,” imputed underpayment (iiwithin the meaning of the New Partnership Audit Rules) providing allocable to each Member. Each Member agrees to provide any information or taking such other actions as may be reasonably requested by the Partnership Representative in order to determine whether any “imputed underpayment” underpayment (within the meaning of Section 6225 of the CodeNew 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 treated 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 6225(c) of 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 CodeCompany, (iii) providing any information or taking such the other actions as may be reasonably requested by Members, the Partnership Representative in connection and the Manager from and against any liability (including any liability for partnership-level taxes imposed with any election made by respect to the New Partnership Representative pursuant Audit Rules) with respect to Section 6226 of the Codeincome attributable to or distributions or other payment to such Member. Each Member agrees, and (iv) upon the request of the Partnership Representative, filing any to file an amended U.S. United States federal income tax return or comply with for the alternative procedure described in Section 6225(c)(2)(B) taxable year which includes the end of the Codetaxable year to which an imputed underpayment relates and to pay on a timely basis any and all resulting taxes, additions to tax, penalties and paying any tax interest due in connection with such tax return in accordance with Code Section 6225(c)(2) of the Code or any corresponding provision of applicable state or local law. The provisions of this Section 10.3 and a Partner’s obligation to comply with this Section 10.3 shall survive any liquidation and dissolution of the Partnership and the transfer, assignment or liquidation of such Partner’s Partnership Interest (including for the avoidance of doubt through exercise of the Redemption Right).

Partnership Representative. A. (a) The Limited Partners hereby agree that: (i) the General Partner, Partner (or such Person as may alternatively be an individual designated by the General Partner, following ) will be designated the direction and approval of the Board of Directors, shall be the initial “partnership representative” (within the meaning of Section 6223 6223(a) of the Code) Code (the “Partnership Representative”). The taking of any action ) and the incurring of General Partner shall be authorized to take any expense by actions necessary under Treasury Regulations or other guidance to cause such person to be designated as such; (ii) if an entity is designated as Partnership Representative, the General Partner shall simultaneously designate an individual who will act for the entity Partnership Representative; (iii) the Partnership Representative in connection with may be removed and replaced at any such proceeding, except to time by the extent required General Partner; (iv) the Fund and each Limited Partner agree that they shall be bound by law, is a matter of the actions taken by the Partnership Representative, following the direction and approval as described in Section 6223(b) of the Board of Directors, and Code; (v) the provisions relating Limited Partners hereby consent to indemnification provisions the election set forth in Section 7.7 6226(a) of this Agreement shall be fully applicable the Code and agree to take any action, and furnish the Partnership Representative in its capacity as such. Each Partner hereby agrees to cooperate with, and to take all reasonable actions requested by the Partnership Representative and the Partnershipwith any information necessary, to avoid or reduce give effect to such election if the General Partner decides to make such election; (vi) any imputed underpayment of tax imposed under on the Fund pursuant to Section 6225 6232 of the CodeCode (and any related interest, penalties or other additions to tax) that the General Partner reasonably determines is attributable to one or more Limited Partners (including (iany former Limited Partner) taking such actions as may be required to effect in the General Partner’s designation as sole discretion; and (vii) the Partnership Representative will be considered indemnified and the provisions of Section 5.6 shall apply to the Partnership Representative, and on behalf . The Partnership Representative shall be authorized to take any of the Partnership, the General Partner’s foregoing actions (or its designee’s) appointment of any “designated individual,” (ii) providing any information or taking such other actions as may be reasonably requested by similar actions), to the Partnership Representative in order extent necessary to determine whether any “imputed underpayment” (within allow the meaning of Section 6225 of the Code) may be modified pursuant Fund to Section 6225(c) of the Code, (iii) providing any information or taking such other actions as may be reasonably requested by the Partnership Representative in connection with any election made by the Partnership Representative pursuant to Section 6226 of the Code, and (iv) upon the request of the Partnership Representative, filing any amended U.S. federal income tax return or comply with the alternative procedure described in Section 6225(c)(2)(B) partnership audit provisions of the Code, and paying any tax due in connection with such tax return in accordance with Section 6225(c)(2) Bipartisan Budget Act of the Code or any corresponding provision of applicable state or local law2015. The provisions of this Section 10.3 and a Partner’s obligation to comply with this Section 10.3 shall survive any liquidation and dissolution of the Partnership and the transfer, assignment or liquidation of such Partner’s Partnership Interest (including for the avoidance of doubt through exercise of the Redemption Right).LIMITED PARTNERSHIP AGREEMENT VELOCE CAP FUND 1 LP

Partnership Representative. A. The General Partner, Partner (or such Person as may alternatively be designated by the General Partner, following the direction and approval of the Board of Directors, its designee) shall be the “partnership representative” (within of the meaning Partnership for purposes of Code Section 6223 and any corresponding provision of the Code) applicable federal, state, local and/or foreign law (the “Partnership Representative”). , and on behalf of the Partnership, the General Partner (or its designee) shall be permitted to appoint any “designated individual” permitted under Treasury Regulations Sections 301.6223-1 and 301.6223-2 or any successor regulations or similar provisions of tax law, and unless the context otherwise requires, any reference to the Partnership Representative in this Agreement includes any “designated individual.” The taking Partnership Representative shall be entitled to be reimbursed by the Partnership for all out-of-pocket costs and expenses incurred as a result of any action and the incurring of any expense by acting as the Partnership Representative in connection with any such proceeding, except to the extent required by law, is a matter of proceeding involving the Partnership Representative, following and to be indemnified by the direction and approval Partnership (solely out of the Board Partnership assets) with respect to any action brought against it as a result of Directors, and the provisions relating to indemnification provisions set forth in Section 7.7 of this Agreement shall be fully applicable to the acting as Partnership Representative in its capacity as suchconnection with the resolution or settlement of any such proceeding. Each Partner hereby agrees to cooperate with, and to take all reasonable actions requested by the Partnership Representative and the Partnership, to avoid or reduce any tax imposed under Section 6225 of the Code, including (i) taking to take such actions as may be required to effect the General Partner’s designation as the Partnership Representative, and on behalf of the Partnership, the General Partner’s (or its designee’s) appointment of any “designated individual,” and (ii) providing to cooperate to provide any information or taking take such other actions as may be reasonably requested by the Partnership Representative in order to determine whether any “imputed underpayment” (within the meaning of Section 6225 of the Code) Imputed Underpayment Amount may be modified pursuant to Code Section 6225(c) of the Code, (iii) providing any information or taking such other actions as may be reasonably requested by the Partnership Representative in connection with any election made by the Partnership Representative pursuant to Section 6226 of the Code, and (iv) upon the request of the Partnership Representative, filing any amended U.S. federal income tax return or comply with the alternative procedure described in Section 6225(c)(2)(B) of the Code, and paying any tax due in connection with such tax return in accordance with Section 6225(c)(2) of the Code or any corresponding provision of applicable state or federal, state, local lawand/or foreign law and/or to allow the Partnership to make any such modification. The provisions of this Section 10.3 and a Partner’s obligation to comply with this Section 10.3 shall survive any liquidation and dissolution of the Partnership and the transfer, assignment or liquidation of such Partner’s Partnership Interest Interest. The taking of any action and the incurring of any expense by the Partnership Representative in connection with any such proceeding, except to the extent required by law, is a matter in the sole and absolute discretion of the Partnership Representative and the provisions relating to indemnification of the General Partner set forth in Section 7.7 shall be fully applicable to the Partnership Representative in its capacity as such. The Partnership Representative shall receive no compensation for its services. All third-party costs and expenses incurred by the Partnership Representative in performing its duties as such (including legal and accounting fees and expenses) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting or law firm to assist the Partnership Representative in discharging its duties hereunder, so long as the compensation paid by the Partnership for the avoidance of doubt through exercise of the Redemption Right)such services is reasonable.

Partnership Representative. A. The General Partner, Special Limited Partner (or such Person as may alternatively be designated by the General Partner, following the direction and approval of the Board of Directors, its designee) shall be the “partnership representative” (within of the meaning Partnership for purposes of Code Section 6223 and any corresponding provision of the Code) applicable federal, state, local and/or foreign law (the “Partnership Representative”). , and on behalf of the Partnership, the Special Limited Partner (or its designee) shall be permitted to appoint any “designated individual” (the “Designated Individual”) permitted under Treasury Regulations Sections 301.6223-1 and 301.6223-2 or any successor regulations or similar provisions of tax law, and unless the context otherwise requires, any reference to the Partnership Representative in this Agreement includes any “designated individual.” The taking Partnership Representative shall be entitled to be reimbursed by the Partnership for all out-of-pocket costs and expenses incurred as a result of any action and the incurring of any expense by acting as the Partnership Representative in connection with any such proceeding, except to the extent required by law, is a matter of proceeding involving the Partnership Representative, following and to be indemnified by the direction and approval Partnership (solely out of the Board Partnership assets) with respect to any action brought against it as a result of Directors, and the provisions relating to indemnification provisions set forth in Section 7.7 of this Agreement shall be fully applicable to the acting as Partnership Representative in its capacity as suchconnection with the resolution or settlement of any such proceeding. Each Partner hereby agrees to cooperate with, and to take all reasonable actions requested by the Partnership Representative and the Partnership, to avoid or reduce any tax imposed under Section 6225 of the Code, including (i) taking to take such actions as may be required to effect the General Special Limited Partner’s designation as the Partnership Representative, and on behalf of the Partnership, the General Special Limited Partner’s (or its designee’s) appointment of any “designated individual,” and (ii) providing to cooperate to provide any information or taking take such other actions as may be reasonably requested by the Partnership Representative in order to determine whether any “imputed underpayment” (within the meaning of Section 6225 of the Code) Imputed Underpayment Amount may be modified pursuant to Code Section 6225(c) of the Code, (iii) providing any information or taking such other actions as may be reasonably requested by the Partnership Representative in connection with any election made by the Partnership Representative pursuant to Section 6226 of the Code, and (ivc) to, upon the request of the Partnership Representative, filing file any amended U.S. federal income tax return or comply with the alternative procedure described in Code Section 6225(c)(2)(B) of the Code), and paying pay any tax due in connection with such tax return in accordance with Code Section 6225(c)(2) of the Code or any corresponding provision of applicable state or local law. The provisions of this Section 10.3 and a Partner’s obligation to comply with this Section 10.3 shall survive any liquidation and dissolution of the Partnership and the transfer, assignment or liquidation of such Partner’s Partnership Interest (including for the avoidance of doubt through exercise of the Redemption Right). The taking of any action and the incurring of any expense by the Partnership Representative in connection with any such proceeding, except to the extent required by law, is a matter in the sole and absolute discretion of the Partnership Representative and the provisions relating to indemnification of the General Partner and the Special Limited Partner set forth in Section 7.7 shall be fully applicable to the Partnership Representative in its capacity as such. The Partnership Representative shall receive no compensation for its services. All third-party costs and expenses incurred by the Partnership Representative in performing its duties as such (including legal and accounting fees and expenses) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting or law firm to assist the Partnership Representative in discharging its duties hereunder.

Partnership Representative. A. The General Partner, (a) Service Provider (or such other Person as may alternatively be so designated by the General Partner, following Board and consented to by such Person) is hereby designated as the direction and approval initial “partnership representative” of the Board Company and each Series within the meaning of DirectorsCode Section 6223(a). If any state or local tax law provides for a “tax matters partner”, shall be “partnership representative”, or person having similar rights, powers, authority or obligations, the person designated as the “partnership representative” shall also serve in such capacity (within the meaning of Section 6223 of the Code) (in any such federal, state or local capacity, the “Partnership Representative”). The taking Partnership Representative shall be permitted to appoint any “designated individual” (or similar person) (a “Designated Individual”) permitted under Section 301.6223-1 of the Treasury Regulations or any action successor regulations or similar provisions of tax law, in each case as approved by the Board. If the Partnership Representative appoints a Designated Individual pursuant to Code Section 6223 and Regulations thereunder (or similar provisions of state, local or other tax laws), such Designated Individual shall be subject to this Agreement in the same manner as the Partnership Representative (and references to the Partnership Representative shall include any such Designated Individual unless the context otherwise requires or shall mean solely the Designated Individual as needed to comply with applicable law). The Board may name a replacement Partnership Representative at any time. Subject to the terms of this Agreement, in such capacity, the Partnership Representative shall have all of the rights, authority and power, and shall be subject to all of the obligations, of a tax matters partner/partnership representative to the extent provided in the Code and the incurring of Treasury Regulations, and the Members hereby agree to be bound by any expense actions taken by the Partnership Representative in connection with any such proceeding, except capacity. The Partnership Representative shall represent the Company and each Series in all tax matters to the extent required allowed by law; provided, that the Partnership Representative shall take no material action in such capacity without the prior approval of the Board. Without limiting the foregoing, the Partnership Representative is a matter authorized and required to represent the Company and each Series (at the expense of the Company or applicable Series) in connection with all examinations of the affairs of the Company or any Series by tax authorities, including administrative and judicial proceedings, and to expend Company or Series funds for professional services and costs associated therewith. Any decisions made by the Partnership Representative, following including, without limitation, whether or not to settle or contest any tax matter, and the direction choice of forum for any such contest, and whether or not to extend the period of limitations for the assessment or collection of any tax, shall be subject to the prior approval of the Board Board. All references to Code sections in this Section 35 (including, for the avoidance of Directorsdoubt, Section 35(b) through Section 35(c)) refer to those Code sections as amended by the Bipartisan Budget Act of 2015 (P.L. 114-74) (together with any subsequent amendments thereto, the Treasury Regulations promulgated thereunder, and published administrative interpretations thereof, the provisions relating to indemnification provisions set forth in Section 7.7 of this Agreement “Partnership Tax Audit Rules”). The Partnership Representative shall be fully applicable to indemnified and reimbursed for all damages, including accounting fees, incurred in connection with its serving in that capacity, provided, that (i) the Partnership Representative acted in its capacity as such. Each Partner hereby agrees to cooperate withgood faith; and (ii) the Partnership Representative’s conduct did not constitute fraud, and to take all reasonable actions requested gross negligence, willful misconduct or a material breach by the Partnership Representative and the Partnership, to avoid or reduce any tax imposed under Section 6225 of the Code, including (i) taking such actions as may be required to effect the General Partner’s designation as the Partnership Representative, and on behalf of the Partnership, the General Partner’s (or its designee’s) appointment of any “designated individual,” (ii) providing any information or taking such other actions as may be reasonably requested by the Partnership Representative in order to determine whether any “imputed underpayment” (within the meaning of Section 6225 of the Code) may be modified pursuant to Section 6225(c) of the Code, (iii) providing any information or taking such other actions as may be reasonably requested by the Partnership Representative in connection with any election made by the Partnership Representative pursuant to Section 6226 of the Code, and (iv) upon the request of the Partnership Representative, filing any amended U.S. federal income tax return or comply with the alternative procedure described in Section 6225(c)(2)(B) of the Code, and paying any tax due in connection with such tax return in accordance with Section 6225(c)(2) of the Code or any corresponding provision of applicable state or local law. The provisions of this Section 10.3 and a Partner’s obligation to comply with this Section 10.3 shall survive any liquidation and dissolution of the Partnership and the transfer, assignment or liquidation of such Partner’s Partnership Interest (including for the avoidance of doubt through exercise of the Redemption Right)Agreement.

Partnership Representative. A. The General Partner, or such Person as may alternatively be designated by the General Partner, following the direction in its sole and approval of the Board of Directorsabsolute discretion, shall be the “partnership representative” (within the meaning of Section 6223 of the Code) (the “Partnership Representative”). The taking of any action and the incurring of any expense by the Partnership Representative in connection with any such proceeding, except to the extent required by law, is a matter of the Partnership Representative, following the direction in its sole and approval of the Board of Directorsabsolute discretion, and the provisions relating to indemnification provisions set forth in Section 7.7 of this Agreement shall be fully applicable to the Partnership Representative in its capacity as such. Each Partner hereby agrees to cooperate with, and to take all reasonable actions requested by the Partnership Representative and the Partnership, to avoid or reduce any tax imposed under Section 6225 of the Code, including (i) taking such actions as may be required to effect the General Partner’s designation as the Partnership Representative, and on behalf of the Partnership, the General Partner’s (or its designee’s) appointment of any “designated individual,” (ii) providing any information or taking such other actions as may be reasonably requested by the Partnership Representative in order to determine whether any “imputed underpayment” (within the meaning of Section 6225 of the Code) may be modified pursuant to Section 6225(c) of the Code, (iii) providing any information or taking such other actions as may be reasonably requested by the Partnership Representative in connection with any election made by the Partnership Representative pursuant to Section 6226 of the Code, and (iv) upon the request of the Partnership Representative, filing any amended U.S. federal income tax return or comply with the alternative procedure described in Section 6225(c)(2)(B) of the Code, and paying any tax due in connection with such tax return in accordance with Section 6225(c)(2) of the Code or any corresponding provision of applicable state or local law. The provisions of this Section 10.3 and a Partner’s obligation to comply with this Section 10.3 shall survive any liquidation and dissolution of the Partnership and the transfer, assignment or liquidation of such Partner’s Partnership Interest (including for the avoidance of doubt through exercise of the Redemption Right).

Partnership Representative. A. The General PartnerPartner shall appoint, remove for or such Person as may alternatively be designated by the General Partnerwithout cause, following the direction and approval of the Board of Directorsfill any vacancy of, shall be the “partnership representative” (within the meaning of Section 6223 of the Code) Partnership (the “Partnership Representative”) for purposes of Code Section 6223 and the Treasury Regulations thereunder (or any similar provisions under state or local law). The taking General Partner shall have sole authority to appoint on behalf of the Partnership any action “designated individual” (or similar person) (a “Designated Individual”) under Code Section 6223 of the Code and Treasury Regulations thereunder (or any similar provisions under state or local law). The initial Partnership Representative of the incurring Partnership shall be GP Investor. If the Partnership is required to appoint a Designated Individual pursuant -71- to Section 6223 of any expense by the Code and Treasury Regulations thereunder (or similar provisions of state, local or other tax laws), such Designated Individual shall be subject to this Agreement in the same manner as the Partnership Representative in connection with any such proceeding, except to the extent required by law, is a matter of the Partnership Representative, following the direction (and approval of the Board of Directors, and the provisions relating to indemnification provisions set forth in Section 7.7 of this Agreement shall be fully applicable references to the Partnership Representative in its capacity shall include any such Designated Individual unless the context otherwise requires or shall mean solely the Designated Individual as suchneeded to comply with applicable law). The Partnership Representative shall (i) keep each of the other Partners fully advised of the progress of any audit; (ii) promptly supply each of the other Partners with copies of any written communications received from the Internal Revenue Service or other taxing authority relating to any audit; (iii) prior to submitting any materials to the Internal Revenue Service, or other taxing authority, provide a copy of such materials to each of the other Partners; and (iv) not enter into a settlement agreement without first notifying any Partner of that would be adversely affected by such settlement. Each Partner hereby agrees to cooperate with, and (A) to take all reasonable actions requested by the Partnership Representative and the Partnership, to avoid or reduce any tax imposed under Section 6225 of the Code, including (i) taking such actions as may be required to effect the designation of the person chosen by the General Partner’s designation Partner as the Partnership Representative, and on behalf of the Partnership, the General Partner’s (or its designee’sB) appointment of any “designated individual,” (ii) providing to cooperate to provide any information or taking take such other actions as may be reasonably requested by the Partnership Representative in order to determine whether any “imputed underpayment” (within the meaning of Section 6225 of the Code) Imputed Underpayment Amount may be modified pursuant to Code Section 6225(c) of the Code, (iii) providing or any information similar provisions under state or taking such other actions as may local law). No Partner shall be reasonably requested required by the Partnership Representative in connection with any election made by General Partner or the Partnership Representative pursuant to Section 6226 this Agreement to file an amended tax return, without the prior consent of such Partner. The Partnership Representative shall use commercially reasonable efforts to reduce the Codeamount of any such taxes, and (iv) upon the request of penalties or interest which the Partnership Representative, filing any amended U.S. federal income tax return or comply with the alternative procedure described in is otherwise required to pay pursuant to Code Section 6225(c)(2)(B6225(c) of the Code, and paying any tax due in connection with such tax return in accordance with Section 6225(c)(2) of the Code (or any corresponding similar provision of applicable state or local law) by reason of the status, attributes or actions of a particular Partner, to determine the extent to which any such reduction is so attributable to any such Partner, and to apply such reduction as a reduction solely to such Partner’s indemnity obligations pursuant to this Agreement. The provisions of this Section 10.3 and a A Partner’s obligation to comply with this Section 10.3 shall survive any liquidation and dissolution of the Partnership and the transfer, assignment or liquidation of such Partner’s interest in the Partnership. The Partnership Interest (including Representative shall be reimbursed by the Partnership for any reasonable expenses incurred by the avoidance of doubt through exercise of Partnership Representative, or on that Partner’s behalf, in such Partner’s capacity as the Redemption Right)Partnership Representative.

Partnership Representative. A. The General Partner, or such Person as may alternatively be designated by the General Partner, following the direction and approval of the Board of Directors, shall be the “partnership representative” (within the meaning of Section 6223 of the Code) (the “Partnership Representative”). The taking of any action and the incurring of any expense by the Partnership Representative in connection with any such proceeding, except to the extent required by law, is a matter of the Partnership Representative, following the direction and approval of the Board of Directors, and the provisions relating to indemnification provisions set forth in Section 7.7 of this Agreement shall be fully applicable to the Partnership Representative in its capacity as such. Each Partner hereby agrees to cooperate with, and to take all reasonable actions requested by the Partnership Representative and the Partnership, to avoid or reduce any tax imposed under Section 6225 of the Code, including (i) taking such actions as AmericasActive:14394763.5 may be required to effect the General Partner’s designation as the Partnership Representative, and on behalf of the Partnership, the General Partner’s (or its designee’s) appointment of any “designated individual,” (ii) providing any information or taking such other actions as may be reasonably requested by the Partnership Representative in order to determine whether any “imputed underpayment” (within the meaning of Section 6225 of the Code) may be modified pursuant to Section 6225(c) of the Code, (iii) providing any information or taking such other actions as may be reasonably requested by the Partnership Representative in connection with any election made by the Partnership Representative pursuant to Section 6226 of the Code, and (iv) upon the request of the Partnership Representative, filing any amended U.S. federal income tax return or comply with the alternative procedure described in Section 6225(c)(2)(B) of the Code, and paying any tax due in connection with such tax return in accordance with Section 6225(c)(2) of the Code or any corresponding provision of applicable state or local law. The provisions of this Section 10.3 and a Partner’s obligation to comply with this Section 10.3 shall survive any liquidation and dissolution of the Partnership and the transfer, assignment or liquidation of such Partner’s Partnership Interest (including for the avoidance of doubt through exercise of the Redemption Right).

Partnership Representative. A. The General Partner, Partner or such Person as may alternatively be designated by the General Partner, following the direction and approval of the Board of Directors, its designee shall be the “partnership representative” (within the meaning of Section 6223 of the Code) Partnership (the “Partnership Representative”) for purposes of, and in accordance with, Section 6223 of the Code (and any similar or corresponding provision of state, local or non-U.S. tax law), and the General Partner, or the Partnership Representative at the direction of the General Partner, shall be permitted to appoint any “designated individual” (a “Designated Individual”) within the meaning of Regulations Section 301.6223-1 (or any similar or corresponding provision of state, local or non-U.S. tax law). If the Partnership is required to appoint a Designated Individual for any taxable year or other period, such Designated Individual shall be subject to this Agreement in the same manner as the Partnership Representative (and references to the Partnership Representative shall include any such Designated Individual unless the context otherwise requires or shall mean solely the Designated Individual as needed to comply with applicable law). The taking of Partnership Representative may be removed, and a new Partnership Representative appointed, by the General Partner in accordance with the Code and the Regulations. The Partnership Representative shall not take any action and the incurring of any expense by the Partnership Representative in connection with a tax audit, or make any such proceedingtax election, except to without approval of the extent required General Partner. Any reasonable out-of-pocket cost incurred by law, is a matter of the Partnership Representative, following the direction and approval of the Board of Directors, and the provisions relating to indemnification provisions set forth in Section 7.7 of this Agreement shall be fully applicable to the Partnership Representative acting in its capacity as such, shall be deemed costs and expenses of the Partnership, and the Partnership shall reimburse the Partnership Representative for such amounts. Each Partner hereby agrees to cooperate with, and to take all reasonable actions requested by the Partnership Representative and the Partnership, to avoid or reduce any tax imposed under Section 6225 of the Code, including (i) taking to take such actions as may be required to effect the General Partner’s designation as the Partnership Representative, and on behalf of the Partnership, the General Partner’s (or its designee’s) appointment of any “designated individual,” designation as the Partnership Representative and (ii) providing to, upon the request of the Partnership Representative, take such actions as may be required to effect any election or procedure under Sections 6221 through 6241 of the Code and the Regulations promulgated thereunder with respect thereto (or any similar or corresponding provision of state, local or non-U.S. tax law), including as necessary to provide any information or taking take such other actions as may be reasonably requested by the Partnership Representative in order to determine whether modify any “imputed underpayment” (within the meaning of Section 6225 of the Code) may be modified Imputed Underpayment Amount pursuant to Section 6225(c) of the Code, Code (iii) providing any information or taking such other actions as may be reasonably requested by the Partnership Representative in connection with any election made by the Partnership Representative pursuant to Section 6226 of the Code, and (iv) upon the request of the Partnership Representative, filing any amended U.S. federal income tax return or comply with the alternative procedure described in Section 6225(c)(2)(B) of the Code, and paying any tax due in connection with such tax return in accordance with Section 6225(c)(2) of the Code or any similar or corresponding provision of applicable state state, local or local non-U.S. tax law). The provisions of this Section 10.3 and a PartnerA Partnership’s obligation to comply with this Section 10.3 10.3A shall survive any liquidation and dissolution of the Partnership and the transfer, assignment or liquidation of such Partner’s Partnership Interest (including for interest in the avoidance of doubt through exercise of the Redemption Right)Partnership.

Partnership Representative. A. The General Partner, or such Person as may alternatively 8.2.1. Bxxxx Xxxxxxxx shall be designated by the General Partner, following the direction and approval of the Board of Directors, shall be the “partnership representative” (within the meaning of Section 6223 6223(a) of the Code) 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 taking 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 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 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 any audits or administrative or judicial proceedings affecting or relating to the tax items of the Company, consult with the Members regarding the conduct of such audits or proceedings, and be required to obtain the prior written consent of the Required Member prior to entering into any agreement or settlement or making an election in relation to such audits or proceedings. For the avoidance of doubt, (i) the costs of any action and taken by or on behalf of the incurring of Partnership Representative, the Company or their respective Affiliates pursuant to this paragraph shall be borne by the Member benefitting from any expense such action (together with the other Members similarly benefitting from such action as determined by the Partnership Representative in connection with its reasonable discretion), (ii) the Partnership Representative will be entitled to rely conclusively on the advice of the Company’s independent accountant or other tax advisor in making any such proceeding, except to the extent required by law, is a matter determination in respect of the Partnership Representative, following the direction and approval of the Board of DirectorsTax Audit Rules, and the provisions relating to indemnification provisions set forth in Section 7.7 of this Agreement shall be fully applicable to (iii) the Partnership Representative in its capacity as such. Each Partner hereby agrees to cooperate with, and to take all reasonable actions requested by the Partnership Representative and the Partnership, to avoid or reduce any tax imposed under Section 6225 of the Code, including (i) taking such actions as may shall not be required to effect indemnify any Member or the General Partner’s designation as Company with respect to any taxes incurred under the Partnership Representative, and on behalf of the Partnership, the General Partner’s (or its designee’s) appointment of any “designated individual,” (ii) providing any information or taking such other actions as may be reasonably requested by the Partnership Representative in order to determine whether any “imputed underpayment” (within the meaning of Section 6225 of the Code) may be modified pursuant to Section 6225(c) of the Code, (iii) providing any information or taking such other actions as may be reasonably requested by the Partnership Representative in connection with any election made by the Partnership Representative pursuant to Section 6226 of the Code, and (iv) upon the request of the Partnership Representative, filing any amended U.S. federal income tax return or comply with the alternative procedure described in Section 6225(c)(2)(B) of the Code, and paying any tax due in connection with such tax return in accordance with Section 6225(c)(2) of the Code or any corresponding provision of applicable state or local law. The provisions of this Section 10.3 and a Partner’s obligation to comply with this Section 10.3 shall survive any liquidation and dissolution of the Partnership and the transfer, assignment or liquidation of such Partner’s Partnership Interest (including for the avoidance of doubt through exercise of the Redemption Right)Tax Audit Rules.