Extract to table

Capitalized terms used but not otherwise defined in this Side Letter shall have the meanings ascribed to such terms in the Operating Agreement

In the event of any conflict between a definition set forth in the Operating Agreement and a definition set forth in this Side Letter, the definition set forth in this Side Letter shall control for purposes of this Side Letter

The cost and expense of obtaining such opinion shall be borne by the Company as an operating expense

The determination of the Independent Tax Advisor shall be final and binding upon the Parties, absent manifest error

Each Party shall cooperate with the Independent Tax Advisor and shall provide such information as the Independent Tax Advisor may reasonably request in connection with its analysis

If the Independent Tax Advisor determines that the proposed action would not reasonably be expected to cause Fairwater REIT to fail to satisfy the REIT Requirements, Fairwater Manager shall not unreasonably withhold its consent to such action