Extract to table

Fairwater HP Manager, LLC has been designated as the Partnership Representative (formerly known as the "Tax Matters Partner") of the Company under Section 6223 of the Code, as set forth in Article [●] of the Operating Agreement, and shall serve in such capacity in connection with all federal income tax audits, examinations, and proceedings relating to the Company

704-2(b)(2), and shall be computed in accordance with Treasury Regulation Section 1

For the avoidance of doubt, a Disposition shall include any transaction structured as a contribution to another entity if such contribution is treated as a taxable exchange for federal income tax purposes

704-1(b)(2)(ii)(d)(4), (5), or (6) that causes or increases a deficit balance in such Member's Capital Account shall be allocated items of income and gain in an amount and manner sufficient to eliminate such deficit balance as quickly as possible

2 — Cross-References to Operating Agreement Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Operating Agreement

In the event of any inconsistency between the definition of a term in this Agreement and the definition of such term in the Operating Agreement, the definition in this Agreement shall control for purposes of this Agreement