Common use of Certain Tax Matters Clause in Contracts

Certain Tax Matters. (a) Each of Parent and the Company shall use its reasonable best efforts to cause the Merger to qualify as a reorganization within the meaning of Section 368(a) of the Code, including by executing and delivering the officers’ certificates referred to herein and reporting consistently for all federal, state, and local income Tax or other purposes. None of Parent or the Company shall take any action, or fail to take any action, that would reasonably be expected to cause the Merger to fail to qualify as a reorganization within the meaning of Section 368(a) of the Code. (b) The Company and its Affiliates shall, with Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), take any actions, including making or causing its subsidiaries to make elections pursuant to Treasury Regulations Section 301.7701-3(c)(1)(i) and Section 856(l) of the Code, as are reasonably necessary to preserve its qualification as a REIT, and the Company and its Affiliates shall cooperate with Parent and its Representatives in taking any such actions as Parent may reasonably request. (c) The Company and the Company Subsidiaries shall (i) prepare and timely file all Tax Returns required to be filed by them on or before the Closing Date (taking into account applicable extensions) (“Pre-Closing Returns”) in a manner consistent with past practice, except as otherwise required by a change in applicable Law, (ii) fully and timely pay all material amounts of Taxes due and payable in respect of such Pre-Closing Returns that are so filed, (iii) properly reserve (and reflect such reserve in their books and records and financial statements to the extent required under GAAP) for all material amounts of Taxes payable by them for which no Pre-Closing Return is due prior to the Effective Time in a manner consistent with past practice and (iv) promptly notify Parent of any federal, state, local or foreign income or franchise Tax audit and any other legal proceeding pending or threatened in writing against or with respect to the Company or any of the Company Subsidiaries in respect of any Tax matter, including Tax liabilities and refund claims.

Certain Tax Matters. (a) None of Parent, the Company or any of their respective Subsidiaries shall take or cause to be taken, or fail to take, any action, whether before or after the Effective Time, that would, or is reasonably likely to, prevent or impede the Mergers, taken together, from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. Each of Parent and Parent, the Company and their respective Subsidiaries shall use its reasonable best efforts to cause take the Merger to position, and otherwise shall treat and report, for all Tax purposes that the Mergers, taken together, qualify as a reorganization “reorganization” within the meaning of Section 368(a) of the Code, including unless a contrary position is required by executing and delivering a “determination” within the officers’ certificates referred to herein and reporting consistently for all federal, state, and local income Tax or other purposesmeaning of Section 1313 of the Code. None Each of Parent or and the Company shall take will notify the other Party promptly after becoming aware of any actionreason to believe that the Mergers, or fail to take any actiontaken together, that would reasonably be expected to cause the Merger to fail to may not qualify as a reorganization “reorganization” within the meaning of Section 368(a) of the Code. (b) The Each of Parent and the Company shall use its reasonable best efforts and its Affiliates shallwill cooperate in good faith with one another to obtain the opinion of counsel referred to in Section 8.3(e) and any opinions of counsel in respect of Tax matters required to be filed with the SEC in connection with the filing of the Registration Statement. In connection therewith, with Parent shall deliver to Xxxxxxxx & Xxxxx LLP, counsel to the Company (“Company’s Counsel”) (and, if for any reason Parent’s prior written consent counsel is required to render an opinion (which consent shall not be unreasonably withheld, conditioned or delayedincluding in a circumstance where Company’s Counsel is unable to render the opinion described in Section 8.3(e)), take any actionsto Xxxxxx, including making Xxxx & Xxxxxxxx LLP (“Parent’s Counsel”)), a customary representation letter dated as of the Closing Date (and, if requested, dated as of the date the Registration Statement shall have been declared effective by the SEC or causing such other date(s) as determined necessary by counsel in connection with the filing of the Registration Statement or its subsidiaries to make elections pursuant to Treasury Regulations Section 301.7701-3(c)(1)(iexhibits) and Section 856(l) signed by an officer of Parent (the Code, as are reasonably necessary to preserve its qualification as a REIT“Parent Tax Representation Letter”), and the Company shall deliver to Company’s Counsel (and, if for any reason Parent’s Counsel is required to render an opinion (including in a circumstance where Company’s Counsel is unable to render the opinion described in Section 8.3(e)), to Parent’s Counsel) a customary representation letter dated as of the Closing Date (and, if requested, dated as of the date the Registration Statement shall have been declared effective by the SEC or such other date(s) as determined necessary by counsel in connection with the filing of the Registration Statement or its exhibits) and its Affiliates shall cooperate with Parent and its Representatives in taking any such actions as Parent may reasonably requestsigned by an officer of the Company (the “Company Tax Representation Letter”). (c) The Company This Agreement is intended to be, and hereby is adopted as, a plan of reorganization within the Company Subsidiaries shall (imeaning of Treasury Regulations Section 1.368-2(g) prepare and timely file all Tax Returns required to be filed by them on or before the Closing Date (taking into account applicable extensions) (“Pre1.368-Closing Returns”) in a manner consistent with past practice, except as otherwise required by a change in applicable Law, (ii) fully and timely pay all material amounts of Taxes due and payable in respect of such Pre-Closing Returns that are so filed, (iii) properly reserve (and reflect such reserve in their books and records and financial statements to the extent required under GAAP) for all material amounts of Taxes payable by them for which no Pre-Closing Return is due prior to the Effective Time in a manner consistent with past practice and (iv) promptly notify Parent of any federal, state, local or foreign income or franchise Tax audit and any other legal proceeding pending or threatened in writing against or with respect to the Company or any of the Company Subsidiaries in respect of any Tax matter, including Tax liabilities and refund claims3(a).

Certain Tax Matters. (a) Each During the period from the date of this Agreement to the Effective Time, except as would not be expected to have a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, the Company and Parent shall, and shall cause each of their respective Subsidiaries to: (i) timely file all Tax Returns (taking into account any permitted extensions) required to be filed by or on behalf of each such entity; (ii) timely pay all Taxes due and payable; (iii) accrue a reserve in the books and records and financial statements of any such entity in accordance with past practice for all Taxes payable but not yet due; (iv) promptly notify the other party of any Actions pending against or with respect to such entity in respect of any amount of Tax and not settle or compromise any material Tax liability without the other party’s consent, which shall not be unreasonably withheld. (b) Except in the ordinary course of business and consistent with past practice, the Company, Parent and each of the Company respective Subsidiaries shall (A) not change any method of accounting, (B) not file any material amended Tax Return or claim for refund, (C) not agree to an extension or waiver of the statute of limitations with respect to the assessment or determination of any material Taxes, (D) not settle or compromise any material Tax liability, and (E) not make or change any material Tax election, in each case, without the prior written consent of the other party, which shall not be unreasonably withheld, conditioned or delayed. (c) From and after the date of this Agreement and until the Effective Time, each party to this Agreement shall use its reasonable best efforts to cause the Merger to qualify as a reorganization within qualify, and shall not, without the meaning of Section 368(a) prior written consent of the Codeparties to this Agreement, including by executing and delivering the officers’ certificates referred to herein and reporting consistently for all federal, state, and local income Tax or other purposes. None of Parent or the Company shall knowingly take any action, actions or fail cause any actions to take any action, that would be taken which could reasonably be expected to cause prevent the Merger to fail to qualify from qualifying as a reorganization within the meaning of Section 368(a) of the Code. (b) The Company and its Affiliates shall, with Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), take any actions, including making or causing its subsidiaries to make elections pursuant to Treasury Regulations Section 301.7701-3(c)(1)(i) and Section 856(l) of the Code, as are reasonably necessary to preserve its qualification as a REIT, and the Company and its Affiliates shall cooperate with Parent and its Representatives in taking any such actions as Parent may reasonably request. (c) The Company and the Company Subsidiaries shall (i) prepare and timely file all Tax Returns required to be filed by them on or before the Closing Date (taking into account applicable extensions) (“Pre-Closing Returns”) in a manner consistent with past practice, except as otherwise required by a change in applicable Law, (ii) fully and timely pay all material amounts of Taxes due and payable in respect of such Pre-Closing Returns that are so filed, (iii) properly reserve (and reflect such reserve in their books and records and financial statements to the extent required under GAAP) for all material amounts of Taxes payable by them for which no Pre-Closing Return is due prior to the Effective Time in a manner consistent with past practice and (iv) promptly notify Parent of any federal, state, local or foreign income or franchise Tax audit and any other legal proceeding pending or threatened in writing against or with respect to the Company or any of the Company Subsidiaries in respect of any Tax matter, including Tax liabilities and refund claims.

Certain Tax Matters. (a) Each During the period from the date of Parent and this Agreement to the Effective Time, the Company shall use its reasonable best efforts to cause the Merger to qualify as a reorganization within the meaning of Section 368(a) of the Code, including by executing and delivering the officers’ certificates referred to herein and reporting consistently for all federal, stateshall, and local income Tax or other purposes. None shall cause each of Parent or the Company shall take any action, or fail its Subsidiaries to take any action, that would reasonably be expected to cause the Merger to fail to qualify as a reorganization within the meaning of Section 368(a) of the Code. (b) The Company and its Affiliates shall, with Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), take any actions, including making or causing its subsidiaries to make elections pursuant to Treasury Regulations Section 301.7701-3(c)(1)(i) and Section 856(l) of the Code, as are reasonably necessary to preserve its qualification as a REIT, and the Company and its Affiliates shall cooperate with Parent and its Representatives in taking any such actions as Parent may reasonably request. (c) The Company and the Company Subsidiaries shall (i) prepare and timely file all material Tax Returns (taking into account any applicable extensions) required to be filed by them or on or before the Closing Date (taking into account applicable extensions) (“Pre-Closing Returns”) in a manner consistent with past practice, except as otherwise required by a change in applicable Law, behalf of each such entity; (ii) fully and timely pay all material amounts of Taxes due and payable in respect of such Pre-Closing Returns that are so filed, (iii) properly reserve (and reflect such or otherwise adequately provide for a reserve in their the books and records and financial statements to the extent required under GAAP) for all material amounts of Taxes payable by them for which no Pre-Closing Return is due prior to the Effective Time any such entity in a manner consistent accordance with past practice and for all Taxes payable but not yet due; (iviii) promptly notify Parent of any federal, state, local or foreign income or franchise Tax audit and any other legal proceeding material Actions that become pending or threatened in writing against or with respect to the Company or any of the Company its Subsidiaries in respect of any amount of Tax matterand not settle or compromise any material Tax liability without Parent’s prior written consent, including which shall not be unreasonably withheld; and (iv) not make or change any material Tax liabilities election, change an annual accounting period, adopt or change any accounting method with respect to Taxes, enter into any closing agreement, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company or any of its Subsidiaries, or take any other similar action relating to the filing of any Tax Return or the payment of any Tax, other than with Parent’s prior written consent or other than in the ordinary course of business consistent with past practice. Any Tax Returns described in this Section 4.01(e) shall be complete and refund claimscorrect in all material respects and shall be prepared on a basis consistent with the past practice of the Company. The Company shall notify Parent upon the filing of any such material Tax Return and shall make such Tax Returns available to Parent.

Certain Tax Matters. (a) Each of Parent Except as contemplated otherwise by this Agreement, all tax elections and other tax-related decisions required to be made by the Company shall use its reasonable best efforts to cause be made by the Merger to qualify as Board, provided, however, any such tax elections and other tax-related decisions that disproportionately adversely affect a reorganization within particular Member, shall require such Member’s consent; provided, further, that the meaning of Company shall make an election under Section 368(a) 754 of the CodeCode if requested in writing by a Member. The Company shall prepare and timely file all tax returns required to be filed by it (and shall seek any extensions necessary to ensure timely filing of any such tax returns). As soon as reasonably possible after the end of each Fiscal Year, including by executing and delivering the officers’ certificates referred Board shall deliver to herein and reporting consistently each Member, Company information necessary for all the preparation of such Member’s federal, state, and local income Tax or other purposes. None of Parent or the Company shall take any action, or fail to take any action, that would reasonably be expected to cause the Merger to fail to qualify as a reorganization within the meaning of Section 368(a) of the Codetax returns for such Fiscal Year. (b) The “partnership representative” (as such term is used in the BBA Rules) (the “Partnership Representative”) for the Company shall be JGC or its designee, unless otherwise determined by the Board. The Partnership Representative may be appointed or removed at any time by the Board, and shall resign if it is no longer a Member. (c) The Partnership Representative is authorized and required to represent the Company (at the Company’s expense) and take any action (or omit to take an action) permitted to be taken (or not to be taken) in connection with all examinations of the Company’s affairs by any federal, state, local, or foreign taxing authority, including resulting administrative and judicial proceedings, and to expend Company funds for professional services and costs associated therewith. Notwithstanding the foregoing, the Partnership Representative shall not take (or refrain from taking) any material action without the consent of the Board, such as making any election available under the BBA Rules, entering into a settlement agreement with a taxing authority, extending any statute of limitations related to income taxes, proposing any modification, and deciding whether and where to litigate any claim governed by the BBA Rules. (d) In the event of any examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings, the Partnership Representative shall promptly provide each Member a written notice informing the Members that the Company or any of its Affiliates shallSubsidiaries, as applicable, is the subject of an examination by a tax authority with Parent’s prior written respect to a tax return or that could result in a deficiency of taxes (including taxes imposed on the Members), shall keep each other Member reasonably informed of developments relating to such examination and not settle such examination, to the extent relating to a matter that could reasonably be expected to have an adverse effect on any Member, without the consent (of such adversely affected Member, which consent shall not be unreasonably withheldconditioned, conditioned withheld or delayed). (e) To the extent permitted by applicable law and regulations, take any actions, including making or causing its subsidiaries the Partnership Representative shall cause the Company to make elections annually elect out of the partnership audit procedures set forth in Subchapter C of Chapter 63 of the Code as amended by the BBA pursuant to Treasury Regulations Code Section 301.77016221(b). For any year in which applicable law and regulations do not permit the Company to elect out of such partnership audit procedures, then within forty-3(c)(1)(ifive (45) days of any notice of final partnership adjustment, the Partnership Representative shall cause the Company to elect the alternative procedure under Code Section 6226, and Section 856(l) furnish to the U.S. Internal Revenue Service and each Member during the year or years to which the notice of final partnership adjustment relates a statement of the Code, as are reasonably necessary Member’s share of any adjustment set forth in the notice of final partnership adjustment. (f) References in this Section 7.07 to preserve its qualification the “Company” shall include (i) any Subsidiary of the Company that is treated as a REITpartnership for U.S. federal income tax purposes and (ii) any entity or arrangement that is treated as a continuation of a Company for U.S. federal income tax purposes. (g) The Company shall defend, indemnify, hold harmless and reimburse the Company Partnership Representative and its Affiliates shall cooperate with Parent for, from and against any and all liabilities, costs, expenses or losses attributable to or arising from any action (or failure to take any action) by the Partnership Representative in its Representatives in taking any such actions capacity as Parent may reasonably requestsuch. (c) The Company and the Company Subsidiaries shall (i) prepare and timely file all Tax Returns required to be filed by them on or before the Closing Date (taking into account applicable extensions) (“Pre-Closing Returns”) in a manner consistent with past practice, except as otherwise required by a change in applicable Law, (ii) fully and timely pay all material amounts of Taxes due and payable in respect of such Pre-Closing Returns that are so filed, (iii) properly reserve (and reflect such reserve in their books and records and financial statements to the extent required under GAAP) for all material amounts of Taxes payable by them for which no Pre-Closing Return is due prior to the Effective Time in a manner consistent with past practice and (iv) promptly notify Parent of any federal, state, local or foreign income or franchise Tax audit and any other legal proceeding pending or threatened in writing against or with respect to the Company or any of the Company Subsidiaries in respect of any Tax matter, including Tax liabilities and refund claims.

Certain Tax Matters. (a) Each Party shall reasonably cooperate (and cause its Affiliates to reasonably cooperate), as and to the extent reasonably requested by another Party, in connection with the preparation and filing of Parent Tax Returns and any examination or other Proceeding with respect to Taxes or Tax Returns of any Group Company or SPAC Party. Such cooperation shall include the provision of records and information that are reasonably relevant to any such audit or other Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Following the Closing, the Group Companies and the SPAC Parties shall retain all books and records with respect to Tax matters pertinent to the Group Companies and the SPAC Parties relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (taking into account any extensions thereof) of the respective taxable periods, and abide by all record retention agreements entered into thereby with any Taxing Authority. The Group Companies and the SPAC Parties shall provide any information reasonably requested to allow the SPAC or any Group Company, as applicable, to comply with any information reporting or withholding requirements contained in the Code or other applicable Laws or to compute the amount of payroll or other employment Taxes due with respect to any payment made in connection with this Agreement. For the avoidance of doubt, this Section 8.1(a) shall not apply to any dispute or threatened dispute among or between any of the Parties. (b) The SPAC shall cause the applicable Group Company to prepare and file, or cause to be prepared and filed, all necessary Tax Returns and other documentation with respect to all Transfer Taxes, and, if required by applicable Law, the Group Companies and the SPAC Parties will, and will cause their respective controlled Affiliates to, reasonably cooperate and join in the execution of any such Tax Returns and other documentation. The Parties shall reasonably cooperate to establish any available exemption from (or reduction in) any Transfer Tax. (c) The Parties shall, and shall cause each of their respective applicable controlled Affiliates to, prepare and file all Tax Returns consistent with the Intended Tax Treatment, including attaching the statement described in Treasury Regulations Section 1.368-3(a) on or with its Tax Return for the taxable year of the Merger, and not take any position inconsistent with the Intended Tax Treatment, in each case, unless otherwise required by a “determination” within the meaning of Section 1313(a) of the Code. (d) Notwithstanding anything in this Agreement or any Ancillary Agreement to the contrary, the Company, the SPAC and their respective Affiliates, representatives and advisors shall not be required to provide a tax opinion regarding the Intended Tax Treatment. For the avoidance of doubt, in the event there is any tax opinion required by the SEC (or its staff) to be provided in connection with the Registration Statement/Proxy Statement, and if such opinion is being provided by a tax counsel, such opinion shall be provided by Company tax counsel and to the extent requested by such Company tax counsel, the Parties shall take commercially reasonably efforts to execute and deliver customary tax representation letters to such Company tax counsel in form and substance reasonably satisfactory to such counsel for purposes of delivering such opinion. (e) This Agreement is intended to constitute, and the Parties hereby adopt this Agreement as, a “plan of reorganization” within the meaning of Treasury Regulation Sections 1.368-2(g) and 1.368-3(a). Each of the SPAC Parties and the Group Companies shall not (and not permit or cause any of their controlled Affiliates, Subsidiaries or Representatives to) take any action which, to its Knowledge, could reasonably be expected to prevent, impair or impede the Merger from qualifying for the Intended Tax Treatment. To the extent any Company Shares will be repurchased or otherwise settled in cash in connection with the Transactions (or immediately prior to the consummation of the Transactions), the SPAC Parties and the Group Companies agree that the cash consideration for such settlement shall be furnished by solely the Company (and not by any SPAC Party), and the Company shall use its reasonable best efforts and the SPAC will cooperate to cause document such arrangement. Notwithstanding anything to the contrary herein, if, after the date hereof, the Company and the SPAC mutually determine (acting reasonably and in good faith) that the Merger is not expected to qualify as a reorganization “reorganization” within the meaning of Section 368(a) of the Code, including by executing and delivering the officers’ certificates referred Parties shall use commercially reasonable efforts to herein and reporting consistently for all federalrestructure the transactions contemplated hereby (such restructured transactions, state, and local income Tax or other purposes. None of Parent or the Company shall take any action, or fail to take any action, that would reasonably be expected to cause the Merger to fail to qualify as a reorganization within the meaning of Section 368(a) of the Code. (b) The Company and its Affiliates shall, with Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), take any actions, including making or causing its subsidiaries to make elections pursuant to Treasury Regulations Section 301.7701-3(c)(1)(i) and Section 856(l) of the Code, as are reasonably necessary to preserve its qualification as a REIT, and the Company and its Affiliates shall cooperate with Parent and its Representatives in taking any such actions as Parent may reasonably request. (c) The Company and the Company Subsidiaries shall (i) prepare and timely file all Tax Returns required to be filed by them on or before the Closing Date (taking into account applicable extensions) (“Pre-Closing ReturnsAlternative Transaction Structure”) in a manner consistent with past practicethat is reasonably expected to cause the Alternative Transaction Structure to so qualify; [provided, except as however, that failure of the Parties to agree to an Alternative Transaction Structure shall not cause any condition to Closing set forth herein not to be satisfied or otherwise required by a cause any breach of this Agreement; and provided, further, that any actions taken pursuant to this Section 8.1(e), (i) shall not (A) without the consent of each of the Parties, alter or change in applicable Lawthe amount, nature or mix of the consideration payable hereunder or (B) impose any economic or other costs on any Party that are more than immaterial and (ii) fully and timely pay all material amounts shall be capable of Taxes due and payable consummation without delay in respect of such Pre-Closing Returns that are so filed, (iii) properly reserve (and reflect such reserve in their books and records and financial statements relation to the extent required under GAAP) for all material amounts of Taxes payable by them for which no Pre-Closing Return is due prior to the Effective Time in a manner consistent with past practice and (iv) promptly notify Parent of any federal, state, local or foreign income or franchise Tax audit and any other legal proceeding pending or threatened in writing against or with respect to the Company or any of the Company Subsidiaries in respect of any Tax matter, including Tax liabilities and refund claimsstructure contemplated herein.]

Certain Tax Matters. (a) None of the parties shall (and each party shall cause its Subsidiaries not to) knowingly take any action (or knowingly fail to take any reasonable action) which action (or failure to act), whether before or after the Effective Time, would reasonably be expected to prevent or impede the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. The parties intend to report and shall report, for U.S. federal income Tax purposes, the Merger as a “reorganization” within the meaning of Section 368(a) of the Code unless otherwise required by a Governmental Entity as a result of a “determination” within the meaning of Section 1313(a) of the Code. (b) Each of Parent the parties shall cooperate in good faith and the Company shall use its reasonable best efforts to cause obtain an opinion of the Company’s (or the Company Special Committee’s) tax counsel to be issued to the Company with respect to the treatment of the Merger to qualify as a reorganization within the meaning of Section 368(a) of the CodeCode (each such opinion, including by executing and delivering a “Tax Opinion”). In connection with the officers’ certificates referred to herein and reporting consistently for all federal, state, and local income Tax or other purposes. None rendering of Parent or the Company shall take any action, or fail to take any action, that would reasonably be expected to cause the Merger to fail to qualify as a reorganization within the meaning of Section 368(a) of the Code. (b) The Company and its Affiliates shall, with Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), take any actions, including making or causing its subsidiaries to make elections pursuant to Treasury Regulations Section 301.7701-3(c)(1)(i) and Section 856(l) of the Code, as are reasonably necessary to preserve its qualification as a REIT, and the Company and its Affiliates shall cooperate with Parent and its Representatives in taking any such actions as Parent may reasonably request. (c) The Company and the Company Subsidiaries shall Tax Opinion, (i) prepare Parent (and timely file all Merger Sub) shall deliver to such counsel a duly executed certificate containing such customary representations and warranties as shall be reasonably satisfactory in form and substance to such counsel and reasonably necessary or appropriate to enable such counsel to render any such Tax Returns required to be filed by them on or before Opinion (the Closing Date (taking into account applicable extensions) (“Pre-Closing ReturnsParent Tax Certificate”) in a manner consistent with past practice, except as otherwise required by a change in applicable Law), (ii) fully the Company shall deliver to such counsel a duly executed certificate containing such customary representations and timely pay all material amounts of Taxes due warranties as shall be reasonably satisfactory in form and payable in respect of substance to such Pre-Closing Returns that are so filedcounsel and reasonably necessary or appropriate to enable such counsel to render any such Tax Opinion (the “Company Tax Certificate”), (iii) properly reserve (Parent and reflect the Company shall provide such reserve in their books and records and financial statements to the extent required under GAAP) other information as is reasonably requested by such counsel for all material amounts purposes of Taxes payable by them for which no Pre-Closing Return is due prior to the Effective Time in a manner consistent with past practice rendering any such Tax Opinion, and (iv) promptly notify Parent of any federal, state, local the Company’s (or foreign income or franchise Tax audit and any other legal proceeding pending or threatened in writing against or with respect to the Company or any of Special Committee’s) tax counsel and tax advisors shall be entitled to rely upon representations contained in the Parent Tax Certificate and the Company Subsidiaries Tax Certificate in respect of rendering any such Tax matter, including Tax liabilities and refund claimsOpinion.

Certain Tax Matters. (a) Each Subject to any changes to the method or structure of Parent and the Company shall use its reasonable best efforts to cause effecting the Merger pursuant to qualify Section 1.7, but subject to the qualifications therein, for U.S. federal income tax purposes, (i) the parties intend that (x) the Merger shall be treated as a reorganization transaction that qualifies as a “reorganization” within the meaning of Section 368(a) of the Code, including by executing (y) the Company and delivering the officers’ certificates referred Buyer shall each be a party to herein such reorganization within the meaning of Section 368(b) of the Code and reporting consistently for all federal, state(ii) this Agreement is intended to be, and local income Tax or other purposesis hereby adopted as, a “plan of reorganization” for purposes of Sections 354, 361 and 368 of the Code and within the meaning of Treasury Regulations Section 1.368-2(g). None From and after the date of Parent or this Agreement and until the Company Closing Date, each party hereto shall take any action, or fail to take any action, that would reasonably be expected use its commercially reasonable efforts to cause the Merger to so qualify, and will not knowingly take any action, cause any action to be taken, fail to qualify take any action or cause any action not to be taken, which action or failure to act could reasonably be expected to prevent the Merger from qualifying as a reorganization “reorganization” within the meaning of Section 368(a) of the Code. (b) The Company and its Affiliates shall, with Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), take any actions, including making or causing its subsidiaries to make elections pursuant to Treasury Regulations Section 301.7701-3(c)(1)(i) and Section 856(l) of the Code, as are reasonably necessary to preserve its qualification as a REIT, Buyer and the Company shall each use commercially reasonable efforts to cause the delivery of any opinion with respect to the tax treatment of the Merger required to be rendered in connection with any filing described in Section 5.6, including using commercially reasonable efforts to deliver to Norton Xxxx Xxxxxxxxx US LLP, tax counsel for the Company, and its Affiliates shall cooperate with Parent Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, tax counsel for the Buyer, or in each case, such other nationally recognized law or accounting firm reasonably acceptable to the Company or the Buyer, as applicable, Tax certificates dated as of the date such filing is declared effective by the SEC and its Representatives signed by an officer of the Company or the Buyer, as applicable, containing representations and covenants, in taking each case, as reasonably necessary and appropriate to enable counsels to render any such actions as Parent may opinion. Each of the Buyer and the Company shall use its commercially reasonable efforts not to take or cause to be taken any action that would cause to be untrue (or fail to take or cause not to be taken any action which would cause to be untrue) any of the Tax certifications, covenants, and representations included in the certificates described in this Section 5.13(b). The Company and the Buyer shall reasonably requestcooperate in the preparation, execution and filing of all Returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, and transfer, recording, registration and other fees and similar Taxes which become payable in connection with the Merger that are required or permitted to be filed on or before the Effective Time. Each of the Buyer and the Company shall pay, without deduction from any consideration or other amounts payable or otherwise deliverable pursuant to this Agreement and without reimbursement from the other party, any such Taxes or fees imposed on it by any Governmental Entity, which becomes payable in connection with the Merger. (c) The Company and the Company Subsidiaries Buyer shall (i) prepare comply with the recordkeeping and timely file all Tax Returns required information reporting requirements imposed on them, including, if applicable, but not limited to be filed by them on or before the Closing Date (taking into account applicable extensions) (“Prethose set forth in Treasury Regulation Section 1.368-Closing Returns”) in a manner consistent with past practice, except as otherwise required by a change in applicable Law, (ii) fully and timely pay all material amounts of Taxes due and payable in respect of such Pre-Closing Returns that are so filed, (iii) properly reserve (and reflect such reserve in their books and records and financial statements to the extent required under GAAP) for all material amounts of Taxes payable by them for which no Pre-Closing Return is due prior to the Effective Time in a manner consistent with past practice and (iv) promptly notify Parent of any federal, state, local or foreign income or franchise Tax audit and any other legal proceeding pending or threatened in writing against or with respect to the Company or any of the Company Subsidiaries in respect of any Tax matter, including Tax liabilities and refund claims3.

Certain Tax Matters. (a) Each of Parent and the Company shall use its reasonable best efforts to cause the Merger to qualify as a reorganization within the meaning of Section 368(a) of the Code, including by executing and delivering the officers’ certificates referred to herein and reporting consistently for all federal, state, and local income Tax or other purposes. None of Parent or the Company shall take any action, or fail to take any action, that would reasonably be expected to cause the Merger to fail to qualify as a reorganization within the meaning of Section 368(a) of the Code. (b) The Company and its Affiliates shall, with Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), take any actions, including making or causing its subsidiaries to make elections pursuant to Treasury Regulations Section 301.7701-3(c)(1)(i) and Section 856(l) of the Code, as are reasonably necessary to preserve its qualification as a REIT, and the Company and its Affiliates shall cooperate with Parent and its Representatives in taking any such actions as Parent may reasonably request. (c) The Company and the Company Subsidiaries shall (i) The Purchaser and the Sellers shall jointly allocate the Purchase Price in accordance with Section 1060 of the Code (the "ALLOCATION") among Timberlands Assets using the methodology and allocation amounts set forth on the Purchase Price Allocation Schedule to be delivered by Sellers to Purchaser at least 10 days prior to Closing and reasonably satisfactory to the Purchaser. For purposes of the Allocation, the Purchase Price shall mean an amount equal to the Purchase Price plus any liabilities of the Target Companies that are treated as assumed liabilities for U.S. federal income Tax purposes. Except to the extent that such action or inaction would cause any Person to be in violation of the final determination any Taxing authority or applicable law, (A) the Sellers and the Purchaser agree to prepare and timely file all Tax Returns an IRS Form 8594 for or such other form or statement as may be required to be filed by them on applicable law, rule or before the Closing Date (taking into account applicable extensions) (“Pre-Closing Returns”) regulation, and any comparable state or local income tax form, in a manner consistent with past practice, except as otherwise required by a change in applicable Lawthe Allocation, (iiB) fully the Sellers and timely pay all material amounts of Taxes due and payable in respect of such Pre-Closing Returns that are so filed, (iii) properly reserve (and reflect such reserve in their books and records and financial statements the Purchaser shall adhere to the extent required under GAAP) Allocation for all material amounts of Taxes payable by them for which no PreTax-Closing Return is due prior to the Effective Time in a manner consistent with past practice and (iv) promptly notify Parent of related purposes including any federal, foreign, state, county or local or foreign income or and franchise Tax audit Return filed by them after the Closing Date, including the determination by the Sellers of taxable gain or loss on the sale of the Timberlands Assets and any other legal proceeding pending or threatened in writing against or the determination by the Purchaser of its tax basis with respect to the Company or any of Timberlands Assets, and (C) neither the Company Subsidiaries in respect of Purchaser nor the Sellers shall file any Tax matterReturns or, including in a judicial or administrative proceeding, assert or maintain any Tax liabilities and refund claimsreporting position that is inconsistent with this Agreement or the Allocation agreed to in accordance with this Agreement.

Certain Tax Matters. (a) Each of Parent Parent, Merger Sub and the Company shall use its reasonable best efforts to cause the Merger to qualify for the Intended Tax Treatment, and none of Parent, Merger Sub or the Company has taken or will take any action (or fail to take any action), if such action (or failure to act), whether before or after the Effective Time, would reasonably be expected to prevent or impede the Merger from qualifying for the Intended Tax Treatment. (b) Each of Parent, the Company, and their respective Affiliates shall file all Tax Returns consistent with the Intended Tax Treatment (including attaching the statement described in Treasury Regulations Section 1.368-(a) on or with the its Tax Return for the taxable year of the Merger), and shall take no position inconsistent with the Intended Tax Treatment (whether in audits, Tax Returns or otherwise), in each case, unless otherwise required by a Taxing Authority as a reorganization result of a “determination” within the meaning of Section 1313(a) of the Code. (c) Parent and the Company shall promptly notify the other party in writing if, before the Closing Date, either such party knows or has reason to believe that the Merger may not qualify for the Intended Tax Treatment (and whether the terms of this Agreement could be reasonably amended in order to facilitate such qualification, which amendments shall be made if the Company reasonably determines on the advice of its counsel that such amendments would be reasonably expected to result in the Intended Tax Treatment and would not be commercially impracticable). (d) If, in connection with the preparation and filing of the Form S-4, the SEC requests or requires a tax opinion be prepared and submitted, Parent and the Company shall deliver to the Company’s tax advisors customary Tax representation letters satisfactory to counsel, dated and executed as of such date as determined reasonably necessary by such counsel and, if required, the Company’s tax advisors shall furnish an opinion, subject to customary assumptions and limitations, to the effect that the Merger should qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Notwithstanding anything to the contrary in this Agreement, including by executing and delivering Lxxx & Lxxx LLP shall not be required to provide any opinion to any party regarding the officers’ certificates referred to herein and reporting consistently for all federal, state, and local income Tax or other purposes. None of Parent Merger or the Company shall take any action, or fail to take any action, that would reasonably be expected to cause the Merger to fail to qualify as a reorganization within the meaning of Section 368(a) of the CodeIntended Tax Treatment. (be) Any and all transfer, documentary, sales, use, stamp, registration, value added or other similar Taxes incurred in connection with the transactions contemplated by this Agreement (collectively, the “Transfer Taxes”) shall be paid by the Company. The Company Party required by Law to do so shall file all necessary Tax Returns and its Affiliates shall, other documentation with Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), take any actions, including making or causing its subsidiaries respect to make elections pursuant to Treasury Regulations Section 301.7701-3(c)(1)(i) and Section 856(l) of the Code, as are reasonably necessary to preserve its qualification as a REITall such Transfer Taxes, and the Company and its Affiliates shall cooperate with Parent and its Representatives in taking any such actions as Parent may reasonably request. (c) The Company and the Company Subsidiaries shall (i) prepare and timely file all Tax Returns required to be filed by them on or before the Closing Date (taking into account applicable extensions) (“Pre-Closing Returns”) in a manner consistent with past practice, except as otherwise if required by a change in applicable Law, (ii) fully the Parties shall, and timely pay all material amounts shall cause their respective Affiliates to, join in the execution of Taxes due any such Tax Returns and payable in respect other document. Notwithstanding any other provision of such Pre-Closing Returns that are so filedthis Agreement, (iii) properly reserve the Parties shall (and reflect such reserve shall cause their respective Affiliates to) cooperate in their books and records and financial statements good faith to minimize, to the extent required permissible under GAAP) for all material amounts of Taxes payable by them for which no Pre-Closing Return is due prior to applicable Law, the Effective Time in a manner consistent with past practice and (iv) promptly notify Parent amount of any federal, state, local or foreign income or franchise Tax audit and any other legal proceeding pending or threatened in writing against or with respect to the Company or any of the Company Subsidiaries in respect of any Tax matter, including Tax liabilities and refund claimssuch Transfer Taxes.

Certain Tax Matters. (a) Each This Agreement is intended to constitute a “plan of reorganization” within the meaning of Treasury Regulation Section 1.368-2(g). (b) Parent and the Company shall each use its reasonable best efforts to cause the Merger to qualify as a reorganization “reorganization” within the meaning of Section 368(a) of the CodeCode and to obtain the Tax opinions set forth in Sections 8.2(c) and 8.3(c). (c) Officers of Parent, including by executing Merger Sub and delivering the officers’ certificates referred to herein and reporting consistently for all federal, state, and local income Tax or other purposes. None of Parent or the Company shall execute and deliver to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, tax counsel for the Company, and Fulbright & Xxxxxxxx L.L.P., tax counsel for Parent, certificates substantially in the form agreed to by the parties and such firms at such time or times as may reasonably be requested by such firms, including contemporaneously with the execution of this Agreement, at the time the Registration Statement is declared effective by the SEC and the Effective Time, in connection with such tax counsel’s respective delivery of opinions pursuant to Sections 8.2(c) and 8.3(c) hereof. Each of Parent, Merger Sub and the Company shall use its reasonable best efforts not to take or cause to be taken any action, action that would cause to be untrue (or fail to take or cause not to be taken any actionaction which would cause to be untrue) any of the certifications and representations included in the certificates described in this Section 7.5. (d) The Company and Parent shall cooperate in the preparation, execution and filing of all Tax Returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, and transfer, recording, registration and other fees and similar Taxes which become payable in connection with the Merger that are required or permitted to be filed on or before the Effective Time. The Surviving Entity shall pay, without deduction from any amount payable to holders of Company Common Stock and without reimbursement from the other party, any such Taxes or fees imposed on it by any Governmental Entity, which becomes payable in connection with the Merger. (e) Neither Parent nor Company will take (or fail to take) any action which action (or failure to act) would reasonably be expected to cause the Merger to fail to qualify as a reorganization within the meaning of Section 368(a) of the Code. (bf) The Company and its Affiliates shall, with Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), take any actions, including making or causing its subsidiaries to make elections pursuant to Treasury Regulations Section 301.7701-3(c)(1)(i) and Section 856(l) of Between the Code, as are reasonably necessary to preserve its qualification as a REIT, date hereof and the Company and its Affiliates shall cooperate with Parent and its Representatives in taking any such actions as Parent may reasonably request. (c) The Company and Closing Date, the Company Subsidiaries shall (i) prepare and timely file all Tax Returns for any Tax period which are required to be filed by them on or before the Closing Date (taking extensions into account applicable extensionsaccount) (“Pre-Closing Returns”) in a manner using accounting methods, principles and positions consistent with past practicethose used for prior Tax periods, except as otherwise unless a change is required by a change in applicable Law, (ii) fully Law or regulation. All such Tax Returns shall be timely filed and timely pay all material amounts of related Taxes due and payable in respect of such Pre-paid on or before the Closing Returns that are so filed, (iii) properly reserve (and reflect such reserve in their books and records and financial statements to the extent required under GAAP) for all material amounts of Taxes payable by them for which no Pre-Closing Return is due prior to the Effective Time in a manner consistent with past practice and (iv) promptly notify Parent of any federal, state, local or foreign income or franchise Tax audit and any other legal proceeding pending or threatened in writing against or with respect to the Company or any of the Company Subsidiaries in respect of any Tax matter, including Tax liabilities and refund claimsDate.

Certain Tax Matters. (a) Each of Parent Oakwood and the Company BFST shall (and they shall cause their respective Affiliates to) use its reasonable best efforts and take any reasonable actions required to cause the Merger to qualify as a reorganization within the meaning of Section 368(a) of the Code, including by executing and delivering the officers’ certificates referred to herein and reporting consistently for all U.S. federal, state, and local income Tax or other purposes. None Without limiting the generality of Parent or the Company foregoing, neither Oakwood nor BFST (nor any of their respective Affiliates) shall knowingly take any action, or fail to take any action, that which would reasonably be expected to cause the Merger to fail to qualify as a reorganization within the meaning of Section 368(a) of the Code. (b) The Company appropriate authorized officer of BFST shall execute and its Affiliates shalldeliver to Xxxxxx Xxxxxxx Xxxxx LLP (“Hunton”) and Xxxxxx Xxxx Xxxxxxxxx US LLP (“NRF”) one or more officer’s certificates at such time or times as may be reasonably requested by each counsel, with Parentincluding an officer’s prior written consent certificate, dated as of the Closing Date, containing such certifications, representations, warranties and covenants of BFST as shall be reasonably necessary or appropriate to enable Hunton and NRF to render the opinions described in Section 10.3(c), on the Closing Date (and, if requested, dated as of the date on which consent the Registration Statement is declared effective by the SEC) (each, a “BFST Tax Representation Letter”). BFST shall not take or cause to be unreasonably withheld, conditioned taken any action that would cause to be untrue (or delayed), fail to take or cause not to be taken any actions, including making or causing its subsidiaries action that would cause to make elections pursuant to Treasury Regulations Section 301.7701-3(c)(1)(ibe untrue) and Section 856(l) any of the Codecertifications, as are reasonably necessary to preserve its qualification as a REITrepresentations, warranties and covenants included in the Company and its Affiliates shall cooperate with Parent and its Representatives in taking any such actions as Parent may reasonably requestBFST Tax Representation Letter. (c) The Company appropriate authorized officer of Xxxxxxx shall execute and deliver to Hunton and NRF one or more officer’s certificates at such time or times as may be reasonably requested by each counsel, including an officer’s certificate dated as of the Company Subsidiaries Closing Date, containing such certifications, representations, warranties and covenants of Oakwood as shall (ibe reasonably necessary or appropriate to enable Hunton and NRF to render the opinions described in Section 10.3(c) prepare and timely file all Tax Returns required to be filed by them on or before the Closing Date (taking into account applicable extensionsand, if requested, dated as of the date on which the Registration Statement is declared effective by the SEC) (each, an “PreOakwood Tax Representation Letter”). Oakwood shall not take or cause to be taken any action that would cause to be untrue (or fail to take or cause not to be taken any action that would cause to be untrue) any of the certifications, representations, warranties and covenants included in an Oakwood Tax Representation Letter. (d) Without limiting the provisions of this Section 7.4, BFST shall comply with the recordkeeping and information reporting requirements set forth in Treasury Regulations § 1.368-Closing Returns”3. (e) in a manner consistent with past practice, except as otherwise required by a change in applicable Law, (ii) fully and timely pay all material amounts of Taxes due and payable in respect of such Pre-Closing Returns that are so filed, (iii) properly reserve (and reflect such reserve in their books and records and financial statements to the extent required under GAAP) for all material amounts of Taxes payable by them for which no Pre-Closing Return is due On or prior to the Effective Time in Closing Date, Xxxxxxx shall deliver to BFST a manner consistent statement along with past practice and (iv) promptly notify Parent of any federal, state, local or foreign income or franchise Tax audit and any other legal proceeding pending or threatened in writing against or with respect the required notice to the Company or any IRS that meets the requirements of the Company Subsidiaries in respect of any Tax matterTreasury Regulations sections 1.1445-2(c)(3) and 1.897-2(h), including Tax liabilities provided that if Oakwood fails to timely deliver such statement and refund claimsIRS notice BFST’s sole recourse will be to withhold pursuant to Section 2.8.

Certain Tax Matters. (a) Each This Agreement is intended to constitute a “plan of Parent reorganization” within the meaning of Treasury Regulation Section 1.368-2(g). (b) Lilis and the Company Brushy shall each use its respective reasonable best efforts to cause the Merger to qualify as a reorganization “reorganization” within the meaning of Section 368(a) of the Code. (c) Brushy and Lilis shall cooperate in the preparation, including by executing execution and delivering the officers’ certificates referred to herein filing of all Returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and reporting consistently for all federal, statestamp taxes, and local income Tax transfer, recording, registration and other fees and similar Taxes that become payable in connection with the Merger that are required or permitted to be filed on or before the Effective Time. Each of Lilis, for itself and on behalf of the Merger Sub, and Brushy shall pay, without deduction from any amount payable to holders of shares of Brushy Common Stock and without reimbursement from the other purposes. None of Parent party, any such Taxes or fees imposed on it by any Governmental Entity that become payable in connection with the Company Merger. (d) Neither Lilis nor Brushy shall take any action, (or fail to take) (and following the Merger, Lilis shall cause Brushy not to take or fail to take) any action, action that would could reasonably be expected to cause the Merger to fail to qualify as a reorganization within the meaning of Section 368(a) of the Code. With respect to the Merger, Lilis shall (and following the Merger shall cause Brushy to) file all required information with its Returns and maintain all records required for Tax purposes. (be) The Company and its Affiliates shall, with Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), take any actions, including making or causing its subsidiaries to make elections pursuant to Treasury Regulations Section 301.7701-3(c)(1)(i) and Section 856(l) of Between the Code, as are reasonably necessary to preserve its qualification as a REIT, date hereof and the Company and its Affiliates shall cooperate with Parent and its Representatives in taking any such actions as Parent may reasonably request. (c) The Company and the Company Subsidiaries shall Closing Date, Brushy agrees to (i) prepare all Returns, other than income tax Returns, for any periods ending prior to the Closing Date and timely file all Tax Returns that are required to be filed within 15 days following such date (taking extensions to file into account) using tax accounting methods and principles consistent with those used for preceding tax periods, unless a change is required by them on applicable Law or before regulation and (ii) prepare and submit to Lilis income tax Returns, including quarterly income tax estimates, where such Returns would be required to be filed prior to 30 days following the Closing Date (taking extensions to file into account applicable extensions) (“Pre-Closing account). Brushy shall make such income tax Returns available to Lilis for review prior to filing with the relevant Governmental Entity and shall not refuse any reasonable request by Lilis with respect to such Returns”) in a manner consistent with past practice, except as otherwise required by a change in applicable Law, (ii) fully . Such Returns shall be prepared and timely pay all material amounts of Taxes due and payable in respect of such Pre-Closing Returns that are so filed, (iii) properly reserve (and reflect such reserve in their books and records and financial statements to the extent required under GAAP) for all material amounts of related Taxes payable by them for which no Pre-Closing Return is due paid, on or prior to the Effective Time in a manner consistent with past practice and (iv) promptly notify Parent of any federal, state, local or foreign income or franchise Tax audit and any other legal proceeding pending or threatened in writing against or with respect to the Company or any of the Company Subsidiaries in respect of any Tax matter, including Tax liabilities and refund claimsClosing Date.

Certain Tax Matters. (a) Each Party shall reasonably cooperate (and cause its Affiliates to reasonably cooperate), as and to the extent reasonably requested by another Party, in connection with the preparation and filing of Parent Tax Returns and any examination or other Proceeding with respect to Taxes or Tax Returns of any Group Company or SPAC Party. Such cooperation shall include the provision of records and information that are reasonably relevant to any such audit or other Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Following the Closing, the Group Companies and the SPAC Parties shall retain all books and records with respect to Tax matters pertinent to the Group Companies and the SPAC Parties relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (taking into account any extensions thereof) of the respective taxable periods, and abide by all record retention agreements entered into thereby with any Taxing Authority. The Group Companies and the SPAC Parties shall provide any information reasonably requested to allow any SPAC Party or any Group Company, as applicable, to comply with any information reporting or withholding requirements contained in the Code or other applicable Laws or to compute the amount of payroll or other employment Taxes due with respect to any payment made in connection with this Agreement. For the avoidance of doubt, this Section 8.1(a) shall not apply to any dispute or threatened dispute among or between any of the Parties. (b) After the Effective Time, the SPAC shall cause the applicable Group Company to prepare and file, or cause to be prepared and filed, all necessary Tax Returns and other documentation with respect to all Transfer Taxes, and, if required by applicable Law, the Group Companies and the SPAC Parties will, and will cause their respective controlled Affiliates to, reasonably cooperate and join in the execution of any such Tax Returns and other documentation. The Parties shall reasonably cooperate to establish any available exemption from (or reduction in) any Transfer Tax. (c) The SPAC and the Company intend that, for United States federal Income Tax purposes, the Merger will qualify for the Intended Tax Treatment. The Parties shall, and shall use cause each of their respective applicable Affiliates to, prepare and file all Tax Returns consistent with the Intended Tax Treatment unless otherwise required by a “determination” within the meaning of Section 1313(a) of the Code. (d) Notwithstanding anything in this Agreement or any Ancillary Agreement to the contrary, the Company, the SPAC and their respective Affiliates, representatives and advisors shall not be required to provide a tax opinion regarding the Intended Tax Treatment. For the avoidance of doubt, in the event there is any tax opinion required by the SEC (or its reasonable best staff) to be provided in connection with the Registration Statement/Proxy Statement, and if such opinion is being provided by a tax counsel, such opinion shall be provided by Company tax counsel and, to the extent requested by such Company tax counsel, the Parties shall take commercially reasonably efforts to execute and deliver customary tax representation letters to such Company tax counsel in form and substance reasonably satisfactory to such counsel for purposes of delivering such opinion. (e) This Agreement is intended to constitute, and the Parties hereby adopt this Agreement as, a “plan of reorganization” within the meaning of Treasury Regulation Sections 1.368-2(g) and 1.368-3(a). Each of the SPAC Parties and the Group Companies shall not (and shall not permit or cause any of their respective controlled Affiliates, Subsidiaries or Representatives to) take any action which, to the Knowledge of the SPAC or to the Knowledge of the Company, as applicable, could reasonably be expected to prevent, impair or impede the Merger from qualifying for the Intended Tax Treatment. To the extent any Company Shares will be repurchased or otherwise settled in cash in connection with the Transactions (or immediately prior to the consummation of the Transactions), the SPAC Parties and the Group Companies agree that the cash consideration for such settlement shall be furnished by solely the Company (and not by any SPAC Party), and the Company and the SPAC will cooperate to document such arrangement. Notwithstanding anything to the contrary herein, if, after the date hereof, the Company and the SPAC mutually determine in writing (acting reasonably and in good faith) that the Merger is not expected to qualify as a reorganization “reorganization” within the meaning of Section 368(a) of the Code, including by executing and delivering the officers’ certificates referred Parties shall use commercially reasonable efforts to herein and reporting consistently for all federalrestructure the transactions contemplated hereby (such restructured transactions, state, and local income Tax or other purposes. None of Parent or the Company shall take any action, or fail to take any action, that would reasonably be expected to cause the Merger to fail to qualify as a reorganization within the meaning of Section 368(a) of the Code. (b) The Company and its Affiliates shall, with Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), take any actions, including making or causing its subsidiaries to make elections pursuant to Treasury Regulations Section 301.7701-3(c)(1)(i) and Section 856(l) of the Code, as are reasonably necessary to preserve its qualification as a REIT, and the Company and its Affiliates shall cooperate with Parent and its Representatives in taking any such actions as Parent may reasonably request. (c) The Company and the Company Subsidiaries shall (i) prepare and timely file all Tax Returns required to be filed by them on or before the Closing Date (taking into account applicable extensions) (“Pre-Closing ReturnsAlternative Transaction Structure”) in a manner consistent with past practicethat is reasonably expected to cause the Alternative Transaction Structure to so qualify; provided, except as however, that failure of the Parties to agree to an Alternative Transaction Structure shall not cause any condition to Closing set forth herein not to be satisfied or otherwise required by a cause any breach of this Agreement; and provided, further, that any actions taken pursuant to this Section 8.1(e), (i) shall not (A) without the consent of each of the Parties, alter or change in applicable Lawthe amount, nature or mix of the consideration payable hereunder, or (B) impose any economic or other costs on any Party that are more than immaterial, and (ii) fully and timely pay all material amounts shall be capable of Taxes due and payable consummation without delay in respect of such Pre-Closing Returns that are so filed, (iii) properly reserve (and reflect such reserve in their books and records and financial statements relation to the extent required under GAAP) for all material amounts of Taxes payable by them for which no Pre-Closing Return is due prior to the Effective Time in a manner consistent with past practice and (iv) promptly notify Parent of any federal, state, local or foreign income or franchise Tax audit and any other legal proceeding pending or threatened in writing against or with respect to the Company or any of the Company Subsidiaries in respect of any Tax matter, including Tax liabilities and refund claimsstructure contemplated herein.

Certain Tax Matters. (a) Each of Parent and the The Company shall use its reasonable best efforts cooperate with Park in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer or stamp taxes, any transfer, recording, registration and other fees and any similar taxes that become payable in connection with the transactions contemplated by this Agreement (together with any related interests, penalties or additions to cause the Merger to qualify as a reorganization within the meaning of Section 368(a) of the CodeTax, including by executing and delivering the officers’ certificates referred to herein and reporting consistently for all federal, state“Transfer Taxes”), and local income Tax shall cooperate in attempting to minimize the amount of Transfer Taxes. Subject to Section 6.3, from and after the Effective Time, the Park Parties shall pay or other purposes. None cause to be paid, without deduction or withholding from any consideration or amounts payable to holders of Parent or the Company shall take any actionCommon Shares, or fail to take any action, that would reasonably be expected to cause the Merger to fail to qualify as a reorganization within the meaning of Section 368(a) of the Codeall Transfer Taxes. (b) The Each of Park and Parent covenants and agrees that from and after the Closing it will, or will cause its Affiliates, to take all actions, or forbear from taking all actions, within its control, as necessary to ensure that the Company and its Affiliates shall, with Parent’s prior written consent (which consent shall not Park will be unreasonably withheld, conditioned or delayed), take any actions, including making or causing its subsidiaries to make elections pursuant to Treasury Regulations Section 301.7701-3(c)(1)(i) and Section 856(l) of the Code, as are reasonably necessary to preserve its qualification classified as a REITREIT for the taxable year of such entity that includes the Closing Date, and will not knowingly take or knowingly permit any of its Subsidiaries to take, within their control, any action that is inconsistent with such REIT qualification. Park and the Company and its Affiliates shall cooperate to cause each Taxable REIT Subsidiary of the Company to jointly elect with Parent and its Representatives in taking any such actions Park to be treated as Parent may reasonably requesta Taxable REIT Subsidiary of Park, effective as of the Closing Date. (c) On the Closing Date, prior to the Merger, the Company shall deliver to Merger Sub a duly executed certificate of non-foreign status, dated as of the Closing Date, substantially in the form of the sample certification set forth in Treasury Regulations Section 1.1445-2(b)(2)(iv)(B); provided, however, that in the event that any such certificate of non-foreign status is not delivered to Merger Sub at or prior to the Merger, Parent’s remedy shall be limited to withholding pursuant to this Agreement. (d) The Company Park Parties and the Company Subsidiaries shall (i) prepare and timely file all Tax Returns required shall, upon written request, use reasonable best efforts to be filed by them on obtain any certificate or before the Closing Date (taking into account applicable extensions) (“Pre-Closing Returns”) in a manner consistent with past practice, except as otherwise required by a change in applicable Law, (ii) fully and timely pay all material amounts of Taxes due and payable in respect of such Pre-Closing Returns that are so filed, (iii) properly reserve (and reflect such reserve in their books and records and financial statements to the extent required under GAAP) for all material amounts of Taxes payable by them for which no Pre-Closing Return is due prior to the Effective Time in a manner consistent with past practice and (iv) promptly notify Parent of other document from any federal, state, local Governmental Authority or foreign income or franchise Tax audit and any other legal proceeding pending Person as may be necessary to mitigate, reduce or threatened in writing against or eliminate any Tax that could be imposed (including with respect to the Company or any of the Company Subsidiaries transactions contemplated in respect of any Tax matter, including Tax liabilities and refund claimsthis Agreement).

Certain Tax Matters. (a) Each Party shall reasonably cooperate (and cause its Affiliates to reasonably cooperate), as and to the extent reasonably requested by another Party, in connection with the preparation and filing of Parent Tax Returns and any examination or other Proceeding with respect to Taxes or Tax Returns of any Group Company or SPAC Party. Such cooperation shall include the provision of records and information that are reasonably relevant to any such audit or other Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Following the Closing, the Group Companies and the SPAC Parties shall retain all books and records with respect to Tax matters pertinent to the Group Companies and the SPAC Parties relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (taking into account any extensions thereof) of the respective taxable periods, and abide by all record retention agreements entered into thereby with any Taxing Authority. The Group Companies and the SPAC Parties shall provide any information reasonably requested to allow the SPAC or any Group Company, as applicable, to comply with any information reporting or withholding requirements contained in the Code or other applicable Laws or to compute the amount of payroll or other employment Taxes due with respect to any payment made in connection with this Agreement. For the avoidance of doubt, this Section 8.1(a) shall not apply to any dispute or threatened dispute among or between any of the Parties. (b) The SPAC shall cause the applicable Group Company to prepare and file, or cause to be prepared and filed, all necessary Tax Returns and other documentation with respect to all Transfer Taxes, and, if required by applicable Law, the Group Companies and the SPAC Parties will, and will cause their respective controlled Affiliates to, reasonably cooperate and join in the execution of any such Tax Returns and other documentation. The Parties shall reasonably cooperate to establish any available exemption from (or reduction in) any Transfer Tax. (c) The Parties shall, and shall cause each of their respective applicable controlled Affiliates to, prepare and file all Tax Returns consistent with the Intended Tax Treatment, including attaching the statement described in Treasury Regulations Section 1.368-3(a) on or with its Tax Return for the taxable year of the Merger, and not take any position inconsistent with the Intended Tax Treatment, in each case, unless otherwise required by a “determination” within the meaning of Section 1313(a) of the Code. (d) Notwithstanding anything in this Agreement or any Ancillary Agreement to the contrary, the Company, the SPAC and their respective Affiliates, representatives and advisors shall not be required to provide a tax opinion regarding the Intended Tax Treatment. For the avoidance of doubt, in the event there is any tax opinion required by the SEC (or its staff) to be provided in connection with the Registration Statement/Proxy Statement, and if such opinion is being provided by a tax counsel, such opinion shall be provided by Company tax counsel and to the extent requested by such Company tax counsel, the Parties shall take commercially reasonably efforts to execute and deliver customary tax representation letters to such Company tax counsel in form and substance reasonably satisfactory to such counsel for purposes of delivering such opinion. (e) This Agreement is intended to constitute, and the Parties hereby adopt this Agreement as, a “plan of reorganization” within the meaning of Treasury Regulation Sections 1.368-2(g) and 1.368-3(a). Each of the SPAC Parties and the Group Companies shall not (and not permit or cause any of their controlled Affiliates, Subsidiaries or Representatives to) take any action which, to its Knowledge, could reasonably be expected to prevent, impair or impede the Merger from qualifying for the Intended Tax Treatment. To the extent any Company Shares will be repurchased or otherwise settled in cash in connection with the Transactions (or immediately prior to the consummation of the Transactions), the SPAC Parties and the Group Companies agree that the cash consideration for such settlement shall be furnished by solely the Company (and not by any SPAC Party), and the Company shall use its reasonable best efforts and the SPAC will cooperate to cause document such arrangement. Notwithstanding anything to the contrary herein, if, after the Execution Date, the Company and the SPAC mutually determine (acting reasonably and in good faith) that the Merger is not expected to qualify as a reorganization “reorganization” within the meaning of Section 368(a) of the Code, including by executing and delivering the officers’ certificates referred Parties shall use commercially reasonable efforts to herein and reporting consistently for all federalrestructure the transactions contemplated hereby (such restructured transactions, state, and local income Tax or other purposes. None of Parent or the Company shall take any action, or fail to take any action, that would reasonably be expected to cause the Merger to fail to qualify as a reorganization within the meaning of Section 368(a) of the Code. (b) The Company and its Affiliates shall, with Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), take any actions, including making or causing its subsidiaries to make elections pursuant to Treasury Regulations Section 301.7701-3(c)(1)(i) and Section 856(l) of the Code, as are reasonably necessary to preserve its qualification as a REIT, and the Company and its Affiliates shall cooperate with Parent and its Representatives in taking any such actions as Parent may reasonably request. (c) The Company and the Company Subsidiaries shall (i) prepare and timely file all Tax Returns required to be filed by them on or before the Closing Date (taking into account applicable extensions) (“Pre-Closing ReturnsAlternative Transaction Structure”) in a manner consistent with past practicethat is reasonably expected to cause the Alternative Transaction Structure to so qualify; provided, except as however, that failure of the Parties to agree to an Alternative Transaction Structure shall not cause any condition to Closing set forth herein not to be satisfied or otherwise required by a cause any breach of this Agreement; and provided, further, that any actions taken pursuant to this Section 8.1(e), (i) shall not (A) without the consent of each of the Parties, alter or change in applicable Lawthe amount, nature or mix of the consideration payable hereunder or (B) impose any economic or other costs on any Party that are more than immaterial and (ii) fully and timely pay all material amounts shall be capable of Taxes due and payable consummation without delay in respect of such Pre-Closing Returns that are so filed, (iii) properly reserve (and reflect such reserve in their books and records and financial statements relation to the extent required under GAAP) for all material amounts of Taxes payable by them for which no Pre-Closing Return is due prior to the Effective Time in a manner consistent with past practice and (iv) promptly notify Parent of any federal, state, local or foreign income or franchise Tax audit and any other legal proceeding pending or threatened in writing against or with respect to the Company or any of the Company Subsidiaries in respect of any Tax matter, including Tax liabilities and refund claimsstructure contemplated herein.

Certain Tax Matters. (a) Each During the period from the date hereof to the earlier of Parent the Effective Time and the termination of this Agreement, the Company shall use its reasonable best efforts to cause the Merger to qualify as a reorganization within the meaning of Section 368(a) of the Code, including by executing and delivering the officers’ certificates referred to herein and reporting consistently for all federal, stateshall, and local income Tax or other purposes. None of Parent or the Company shall take any action, or fail to take any action, that would reasonably be expected to cause the Merger to fail to qualify as a reorganization within the meaning of Section 368(a) of the Code. (b) The Company and its Affiliates shall, with Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), take any actions, including making or causing its subsidiaries to make elections pursuant to Treasury Regulations Section 301.7701-3(c)(1)(i) and Section 856(l) of the Code, as are reasonably necessary to preserve its qualification as a REIT, and the Company and its Affiliates shall cooperate with Parent and its Representatives in taking any such actions as Parent may reasonably request. (c) The Company and the Company Subsidiaries shall to: (i) prepare and timely file all Tax Returns ("Post Signing Returns") required to be filed by them on or before the Closing Date (taking into account applicable extensions) (“Pre-Closing Returns”) it during such period and such Post Signing Returns shall be prepared in a manner consistent with past practice, except as otherwise required by a change in applicable Law, (ii) fully and timely pay all material amounts of Taxes due and payable in respect of such Pre-Closing Post Signing Returns that are so filed, (iii) properly reserve (and reflect such accrue a reserve in their its books and records and financial statements to the extent required under GAAP) statements, in accordance with past practice, for all material amounts of Taxes payable by them it for which no Pre-Closing Post Signing Return is due prior to the Effective Time in a manner consistent with past practice Time, and (iv) promptly notify Parent Purchaser of any federal or state income or franchise, or other material Tax, suit, claim, action, investigation, proceeding or audit pending against or with respect to it or any of its Subsidiaries in respect of any Tax matters (or any significant developments with respect to any ongoing Tax matters), including material Tax liabilities and material refund claims. (b) The Company shall make all required estimated tax payments due before the Closing Date. The total estimated income/franchise tax payments (including federal, state, local or foreign tax payments) should reflect the total tax liability based on taxable income calculated by either annualizing actual taxable income or franchise Tax audit and any other legal proceeding pending or threatened in writing against or with respect based on prior year safe harbor to the Company extent allowed under Applicable Law. (c) Purchaser shall prepare or any of cause to be prepared and file or cause to be filed all Tax Returns for the Company and its Subsidiaries in respect of any Tax matter, including Tax liabilities and refund claimswhich are filed after the Closing Date.

Certain Tax Matters. (a) Each of Parent and After the Closing, Chart, the Company and Shareholders will coordinate the preparation of all necessary Tax Returns relating to the Company with respect to periods ending on or before the Closing Date. Each party agrees to timely furnish to the other parties any records and other information reasonably requested by it in connection therewith. Notwithstanding any other provision of this Agreement or any disclosure to Chart hereunder or otherwise, Shareholders shall use its reasonable best efforts to cause be responsible for the Merger to qualify as a reorganization within the meaning of Section 368(a) of the Codepayment of, including by executing and delivering the officers’ certificates referred to herein shall pay, any and reporting consistently for all federal, state, state and local income Tax or other purposes. None of Parent or taxes (including interest and penalties, if any) payable by the Company shall take any action, or fail with respect to take any action, that would reasonably be expected to cause the Merger to fail to qualify as a reorganization within the meaning of Section 368(a) of the Code. (b) The Company and its Affiliates shall, with Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), take any actions, including making or causing its subsidiaries to make elections pursuant to Treasury Regulations Section 301.7701-3(c)(1)(i) and Section 856(l) of the Code, as are reasonably necessary to preserve its qualification as a REIT, and the Company and its Affiliates shall cooperate with Parent and its Representatives in taking any such actions as Parent may reasonably request. (c) The Company and the Company Subsidiaries shall (i) prepare and timely file all Tax Returns required to be filed by them periods ending on or before the Closing Date (taking into account applicable extensions) (“collectively, "Pre-Closing Returns”) in a manner consistent with past practiceTaxes"), except as otherwise required by a change in applicable Law, (ii) fully and timely pay all material amounts will promptly reimburse Chart or the Company upon demand for any payments of Taxes due and payable in respect of such Pre-Closing Returns that are so filed, (iii) properly reserve (and reflect such reserve in their books and records and financial statements to the extent required under GAAP) for all material amounts of Taxes payable by them for which no Pre-Closing Return is due prior to the Effective Time in a manner consistent with past practice and (iv) promptly notify Parent of any federal, state, local either Chart or foreign income or franchise Tax audit and any other legal proceeding pending or threatened in writing against or with respect to the Company or any of their affiliates may make after the Closing. (b) It is the intent of the parties that the Merger qualify as a tax-free reorganization under Section 368 of the Code. Chart and Merger Sub will use commercially reasonable efforts to consummate the Merger in such fashion, but neither Chart nor Merger Sub makes any representation or warranty as to the treatment of the Estimated Merger Consideration or the Definitive Merger Consideration for any Tax purposes. Chart, Merger Sub, the Company Subsidiaries and Shareholders agree to reasonably cooperate with each other, provided that there shall be no requirement to incur any loss, cost or expense as a result of such cooperation, in respect order to comply with the requirements of Code Section 368(a)(2)(E) and the regulations and rulings thereunder, including the requirement of continuity of interest and the requirement of continuity of business enterprise. Notwithstanding any other provision in this Agreement, Shareholders will remain solely liable for any Tax matter, including Tax liabilities and refund claimsconsequences to them as a result of the Merger.

Certain Tax Matters. (a) Each of Parent and The parties intend that for U.S. federal income Tax purposes the Company Mergers shall use its reasonable best efforts to cause the Merger to qualify as a reorganization within under Section 368(a)(1)(A) of the meaning Code. To the extent permitted by Applicable Law, or unless otherwise required by a “determination” (as defined in Section 1313(a)(1) of the Code) or by an applicable state or local income tax law, (i) the parties agree to report the Mergers in their respective federal income tax Returns for the taxable period including the Closing Date that the Mergers qualified as a reorganization under Section 368(a368(a)(1)(A) of the Code, including by executing and delivering the officers’ certificates referred to herein and reporting consistently for all federal, state, and local income Tax or other purposes. None of (ii) neither Parent or nor the Company shall take any action, Tax reporting position inconsistent with the characterization of the Mergers as a reorganization under Section 368(a)(1)(A) of the Code. None of the parties shall take (or fail to take take) any action, action that reasonably would reasonably be expected to cause the Merger Mergers to fail to qualify as a reorganization within the meaning of Section 368(a368(a)(1)(A) of the Code. (b) The Company Parent shall prepare or cause to be prepared, consistent with past practice and its Affiliates shall, with Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), take any actions, including making or causing its subsidiaries to make elections pursuant to Treasury Regulations Section 301.7701-3(c)(1)(i) and Section 856(l) of the Code, as are reasonably necessary to preserve its qualification as a REITApplicable Law, and timely file or cause to be timely filed, all Returns for the Company and its Affiliates shall cooperate with Parent and its Representatives in taking and/or any Subsidiary for any Pre-Closing Tax Periods or Straddle Periods, to the extent any such actions as Returns are filed after the Closing Date. Parent may reasonably requestshall provide each such Return to the Representative for review and comment at least thirty (30) days prior to the due date for filing such Return and shall consider in good faith any reasonable comments made to any such Return proposed by the Representative. (c) The Company Parent, as and to the extent reasonably requested by the Representative, and the Representative, as and to the extent reasonably requested by Parent, shall, and shall cause the Company Subsidiaries shall to, (i) prepare cooperate fully with each other in connection with, and timely file all Tax Returns required make available to be filed by them on or before the Closing Date (taking into account applicable extensions) (“Pre-Closing Returns”) each other in a manner consistent timely fashion, such data and other information as may reasonably be required for the preparation and filing of such Returns and any audit, litigation or other proceeding with past practicerespect to Taxes, except as otherwise required by a change in applicable Law, and (ii) fully preserve such data and timely pay all material amounts of Taxes due and payable in respect of such Pre-Closing Returns that are so filed, (iii) properly reserve (and reflect such reserve in their books and records and financial statements to other information until the extent required under GAAP) for all material amounts of Taxes payable by them for which no Pre-Closing Return is due prior to the Effective Time in a manner consistent with past practice and (iv) promptly notify Parent expiration of any federal, state, local or foreign income or franchise Tax audit and any other legal proceeding pending or threatened in writing against or applicable limitation period with respect to the Company Taxes to which such data or any of the Company Subsidiaries in respect of any Tax matter, including Tax liabilities and refund claims.information relates. AGREEMENT AND PLAN OF MERGER -71-

Certain Tax Matters. (a) Each of Parent Purchaser, at its own expense, shall timely prepare and the Company shall use its reasonable best efforts to cause the Merger to qualify as a reorganization within the meaning of Section 368(a) of the Code, including by executing and delivering the officers’ certificates referred to herein and reporting consistently for all federal, state, and local income Tax or other purposes. None of Parent or the Company shall take any actionfile, or fail caused to take any actionbe timely prepared and filed, that would reasonably be expected to cause the Merger to fail to qualify as a reorganization within the meaning of Section 368(a) of the Code. (b) The Company and its Affiliates shall, with Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), take any actions, including making or causing its subsidiaries to make elections pursuant to Treasury Regulations Section 301.7701-3(c)(1)(i) and Section 856(l) of the Code, as are reasonably necessary to preserve its qualification as a REIT, and the Company and its Affiliates shall cooperate with Parent and its Representatives in taking any such actions as Parent may reasonably request. (c) The Company and the Company Subsidiaries shall (i) prepare and timely file all Tax Returns required to be filed by them on by, or before with respect to, the Company after the Closing Date and pay all Taxes due with respect to such Tax Returns (taking into account whether relating to a period ending on, before or after the Closing Date); provided, that (A) any GenOn Income Tax Returns filed on a separate basis shall be prepared and filed by the taxpayer responsible to the applicable extensionsGovernmental or Regulatory Authority for the Taxes payable with respect to such Tax Returns, and (B) any GenOn Income Tax Return filed with respect to a combined, consolidated, or unitary group, shall be filed by the taxpayer which is the common parent of the group of entities included in such Tax Return. (b) Purchaser and Seller shall cooperate fully, and Purchaser shall cause the Company to cooperate fully, as and to the extent reasonably requested by the other Party (or Parties), in connection with the preparation and filing of Tax Returns pursuant to (a) and any audit, claim or refund, voluntary disclosure agreement process or administrative or judicial proceeding involving any asserted liability with respect to Taxes (each, a “Pre-Closing Tax Proceeding”). Such cooperation shall include: (i) the provision, in hard copy and electronic forms, of any Tax Returns of the Company, books, records (including information regarding ownership and Tax basis of property), documentation and other information relating to such Tax Returns”) in a manner consistent , including accompanying schedules, related work papers, and documents relating to rulings or other determinations by Taxing Authorities with past practice, except as otherwise required by a change in applicable Law, respect to the Company; (ii) fully and timely pay all material amounts the execution of Taxes due and payable any document (including any power of attorney) reasonably requested by another Party in respect connection with any Tax Proceedings of such Pre-Closing Returns that are so filedthe Company, or the filing of a Tax Return or a refund claim of the Parties or their respective subsidiaries; (iii) properly reserve (and reflect such reserve the use of the Party’s commercially reasonable efforts to obtain any documentation in their books and records and financial statements to the extent required under GAAP) for all material amounts of Taxes payable by them for which no Pre-Closing Return is due prior to the Effective Time in connection with a manner consistent with past practice and (iv) promptly notify Parent of any federal, state, local or foreign income or franchise Tax audit and any other legal proceeding pending or threatened in writing against or with respect matter relating to the Company or any subsidiary; (iv) making employees, advisors, and facilities available, without charge, on a reasonable and mutually convenient basis in connection with the foregoing matters in a manner that does not interfere with the ordinary business operations of such Party; and (v) retaining or causing to be retained all Tax Returns, schedules and work papers, and all material records or other documents relating thereto in their possession with respect to Taxes or Tax Returns of the Company Subsidiaries for a Pre-Closing Tax Period, including all such electronic records, and maintaining all hardware necessary to retrieve such electronic records, in respect all cases until sixty (60) days after the expiration of the applicable statute of limitations (including any waivers or extensions thereof) of the taxable periods to which such Tax Returns and other documents relate or until the expiration of any additional period that any Party reasonably requests, in writing, with respect to specific material records and documents; provided that a Party intending to destroy any material records or documents shall provide the other Party with reasonable advance notice and the opportunity to copy or take possession of such records and documents; provided, further, the Parties hereto will notify each other in writing of any waivers or extensions of the applicable statute of limitations that may affect the period for which the foregoing records or other documents must be retained. (c) The Purchaser shall control, at its sole cost and expense, all Tax matterProceedings relating to the Company; provided that, the any Tax Proceeding which relates to a GenOn Income Tax Return filed on a separate basis shall be controlled by the taxpayer that is responsible for paying the Taxes with respect to such GenOn Income Tax Return and any Tax Proceeding with respect to a GenOn Income Tax Return filed with respect to any consolidated, combined, or unitary group shall be controlled by the taxpayer that is the common parent of such group. (d) All transfer, documentary, sales, use, stamp, recording, registration, controlling interest transfer and other similar Taxes and fees (including any penalties and interest) (the “Transfer Taxes”) (if any such Transfer Taxes are incurred after accounting for applicable bankruptcy law) incurred in connection with the sale of Interests pursuant to this Agreement (excluding, for the avoidance of doubt, any Transfer Taxes attributable to the Pre-Closing Restructuring) (collectively, the “Transaction Transfer Taxes”), shall be borne by Purchaser. Purchaser shall remit the payment for all of the Transaction Transfer Taxes and file or cause to be filed all Tax liabilities Returns and refund claimsother documentation required to be filed by Purchaser with respect to any such Transaction Transfer Taxes, and, if required by applicable Law, Seller shall cause its Affiliates to, join in the execution of any such Tax Returns and other documentation. The Parties shall cooperate in good faith to take such commercially reasonable actions as will minimize or reduce the amount of such Transaction Transfer Taxes. (e) Seller and Purchaser acknowledge and agree that the Purchaser is not contractually assuming any Taxes of Seller except as specifically set forth in this Agreement and the Company is not a party to the Tax Matters Agreement that governs certain Tax matters of GenOn and its subsidiaries and Company has no rights or obligations under the Tax Matters Agreement. The Purchaser acknowledges and agrees that pursuant to the Tax Matters Agreement NRG has certain contractual rights and obligations with respect to certain Tax matters and consequently that NRG may need to consent to the manner by which Seller exercise certain rights under this Agreement or Seller’s agreement to waive or modify any provision herein relating to Tax matters.

Certain Tax Matters. (a) Each The parties to this Agreement intend that the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and neither the Company nor Parent shall, nor shall they permit any of their respective Subsidiaries to, take our cause to be taken any action (including agreeing to any transaction or entering into any agreement) that would result in the Merger failing to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Parent and the Company shall use its their reasonable best efforts to cause the Merger to qualify as a reorganization “reorganization” within the meaning of Section 368(a) of the Code and to obtain the Tax opinions set forth in Section 6.15(d) and Section 6.15(e) hereof. This Agreement is intended to constitute a “plan of reorganization” within the meaning of Treasury Regulation Section 1.368 -2(g). (b) Officers of Parent and the Company shall execute and deliver to Stoel Rives LLP, counsel to Parent, and Fulbright & Xxxxxxxx L.L.P., counsel to the Company, certificates containing appropriate representations at such time or times as may be reasonably requested by such law firms, including the Effective Time, in connection with their respective deliveries of opinions with respect to the Tax treatment of the Merger. Each of Parent, Purchaser or the Company shall use its reasonable best efforts not to take or cause to be taken any action which would cause to be untrue (or fail to take or cause not to be taken any action which would cause to be untrue) any of the certifications and representations included in the certificates described in this Section 6.15(b). (c) The Company and Parent shall cooperate in the preparation, execution and filing of all Tax Returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees and any similar Taxes which become payable in connection with the transactions contemplated by this Agreement that are required or permitted to be filed on or before the Effective Time. Each of Parent and the Company shall pay any such Taxes or fees imposed on it by any Governmental Entity (or for which its stockholders are primarily liable), which becomes payable in connection with the transactions contemplated by this Agreement. (d) At the Closing, Parent shall receive the opinion of Stoel Rives LLP, in form and substance reasonably satisfactory to Parent, dated as of the Closing, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of Parent, Merger Sub and the Company, all of which are consistent with the state of facts existing as of the Effective Time, to the effect that the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering the opinion described in this Section 6.15(d), including by executing Stoel Rives LLP shall have received and delivering may rely upon the officers’ certificates and representations referred to herein and reporting consistently for all federalin Section 6.15(b) hereof. (e) At the Closing, state, and local income Tax or other purposes. None of Parent or the Company shall take any actionreceive the opinion of Fulbright & Xxxxxxxx L.L.P., or fail in form and substance reasonably satisfactory to take any actionthe Company, dated as of the Closing, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of Parent, Merger Sub and the Company, all of which are consistent with the state of facts existing as of the Effective Time, to the effect that would reasonably be expected to cause the Merger to fail to will qualify as a reorganization “reorganization” within the meaning of Section 368(a) of the Code. In rendering the opinion described in this Section 6.15(e), Fulbright & Xxxxxxxx L.L.P. shall have received and may rely upon the certificates and representations referred to in Section 6.15(b) hereof. (bf) The Company and its Affiliates shall, with Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned On or delayed), take any actions, including making or causing its subsidiaries to make elections pursuant to Treasury Regulations Section 301.7701-3(c)(1)(i) and Section 856(l) of the Code, as are reasonably necessary to preserve its qualification as a REIT, and the Company and its Affiliates shall cooperate with Parent and its Representatives in taking any such actions as Parent may reasonably request. (c) The Company and the Company Subsidiaries shall (i) prepare and timely file all Tax Returns required to be filed by them on or before the Closing Date (taking into account applicable extensions) (“Pre-Closing Returns”) in a manner consistent with past practice, except as otherwise required by a change in applicable Law, (ii) fully and timely pay all material amounts of Taxes due and payable in respect of such Pre-Closing Returns that are so filed, (iii) properly reserve (and reflect such reserve in their books and records and financial statements to the extent required under GAAP) for all material amounts of Taxes payable by them for which no Pre-Closing Return is due prior to the Effective Time Closing, the Company shall deliver to Parent a statement certifying that the Company Common Stock is not a “U.S. real property interest” in accordance with Treasury Regulations under Section 1445 of the Code and in a manner consistent with past practice and (iv) promptly notify Parent of any federal, state, local or foreign income or franchise Tax audit and any other legal proceeding pending or threatened in writing against or with respect form reasonably acceptable to the Company or any of the Company Subsidiaries in respect of any Tax matter, including Tax liabilities and refund claimsParent.

Certain Tax Matters. (a) Each During the period from the date of Parent and this Agreement to the Effective Time, the Company shall, and shall cause each of its Subsidiaries to: (i) timely file all Tax Returns (taking into account any permitted extensions) required to be filed by or on behalf of each such entity; (ii) timely pay all material Taxes due and payable; (iii) accrue a reserve in the books and records and financial statements of any such entity in accordance with past practice for all Taxes payable but not yet due; (iv) promptly notify Parent of any material Actions pending against or with respect to the Company or any of its Subsidiaries in respect of any amount of Tax and not settle or compromise any material Tax liability without Parent’s consent, which shall not be unreasonably withheld; and (v) except in the ordinary course of business and consistent with past practice, (A) not change any method of accounting, (B) not file any amended Tax Return or claim for refund, (C) not agree to an extension or waiver of the statute of limitations with respect to the assessment or determination of any Taxes and (D) not make or change any material Tax election, in each case, without Parent’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Any Tax Returns described in this Section 5.3 shall be complete and correct in all material respects and, except as otherwise required by Law, shall be prepared on a basis consistent with the past practice of the Company and its Subsidiaries. The Company shall notify Parent upon the filing of any such material Tax Return and shall make such Tax Returns available to Parent. (b) From and after the date of this Agreement and until the Effective Time, each party to this Agreement shall use its reasonable best efforts to cause the Merger to qualify qualify, and shall not, without the prior written consent of the parties to this Agreement, knowingly take any actions or cause any actions to be taken which could prevent the Merger from qualifying, as a reorganization within under the meaning of Section 368(a) of the Code, including by executing and delivering the officers’ certificates referred to herein and reporting consistently for all federal, state, and local income Tax or other purposes. None of Parent or the Company shall take any action, or fail to take any action, that would reasonably be expected to cause the Merger to fail to qualify as a reorganization within the meaning provisions of Section 368(a) of the Code. (b) The Company and its Affiliates shall, with Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), take any actions, including making or causing its subsidiaries to make elections pursuant to Treasury Regulations Section 301.7701-3(c)(1)(i) and Section 856(l) of the Code, as are reasonably necessary to preserve its qualification as a REIT, and the Company and its Affiliates shall cooperate with Parent and its Representatives in taking any such actions as Parent may reasonably request. (c) The Company and the Company Subsidiaries shall (i) prepare and timely file all Tax Returns required to be filed by them on or before the Closing Date (taking into account applicable extensions) (“Pre-Closing Returns”) in a manner consistent with past practice, except as otherwise required by a change in applicable Law, (ii) fully and timely pay all material amounts of Taxes due and payable in respect of such Pre-Closing Returns that are so filed, (iii) properly reserve (and reflect such reserve in their books and records and financial statements to the extent required under GAAP) for all material amounts of Taxes payable by them for which no Pre-Closing Return is due prior to the Effective Time in a manner consistent with past practice and (iv) promptly notify Parent of any federal, state, local or foreign income or franchise Tax audit and any other legal proceeding pending or threatened in writing against or with respect to the Company or any of the Company Subsidiaries in respect of any Tax matter, including Tax liabilities and refund claims.

Certain Tax Matters. (a) Each of Neither Parent and the Company shall use its reasonable best efforts to cause the Merger to qualify as a reorganization within the meaning of Section 368(a) of the Code, including by executing and delivering the officers’ certificates referred to herein and reporting consistently for all federal, state, and local income Tax or other purposes. None of Parent or nor the Company shall take any action, or fail to take any action, that would could reasonably be expected to cause the Merger to fail to qualify as a reorganization “reorganization” within the meaning of Section 368(a) of the Code. Parent and the Company intend to report and, except to the extent otherwise required by a change in Law, shall report, for U.S. federal income tax purposes, the Merger consistent with the U.S. Tax Treatment, unless otherwise required by applicable Law. (b) The Company shall (and shall cause its Affiliates shallto) provide any information reasonably requested to allow Parent to comply with any information reporting or withholding requirements contained in the Code or other applicable Laws with respect to the transactions contemplated by, with Parent’s prior written consent (which consent shall not be unreasonably withheldor any payment made in connection with, conditioned or delayed), take any actions, including making or causing its subsidiaries to make elections pursuant to Treasury Regulations Section 301.7701-3(c)(1)(i) and Section 856(l) of the Code, as are reasonably necessary to preserve its qualification as a REIT, and the Company and its Affiliates shall cooperate with Parent and its Representatives in taking any such actions as Parent may reasonably requestthis Agreement. (c) The Company All transfer, documentary, sales, use, value added, goods and services, stamp, registration, notarial fees and other similar Taxes and fees (collectively, “Transfer Taxes”), shall be paid by the Company Subsidiaries shall (i) Surviving Corporation. After the Closing Date, the Surviving Corporation will prepare and timely file all necessary Tax Returns and other documentation with respect to all such Transfer Taxes that are required to be filed by them on or before after the Closing Date (taking into account applicable extensions) (“Pre-Closing Returns”) in a manner consistent with past practiceDate, except as otherwise and, if required by a change in applicable Law, the Company Securityholders and Parent will, and will cause their respective Affiliates to, cooperate and join in the execution of any such Tax Returns and other documentation, as applicable. Each party shall (iiand shall cause its Affiliates to) fully provide certificates or forms, and timely pay all material amounts of Taxes due and payable in respect of such Pre-Closing Returns execute any Tax Return, that are so filed, necessary or appropriate to establish an exemption for (iiior reduction in) properly reserve any Transfer Tax. (and reflect such reserve in their books and records and financial statements to the extent required under GAAPd) for all material amounts of Taxes payable by them for which On or no Pre-Closing Return is due more than thirty (30) days prior to the Effective Time Closing Date, the Company will deliver to Parent a duly executed and acknowledged certificate, in a manner consistent form and substance reasonably acceptable to Parent and in compliance with past practice and (iv) promptly notify Section 1445 of the Code, with proof reasonably satisfactory to Parent that notice of any federal, state, local or foreign income or franchise Tax audit and any other legal proceeding pending or threatened in writing against or with respect such certification has been provided to the Internal Revenue Service in accordance with Treasury Regulations Section 1.897-2(h)(2), certifying that no interest in the Company or any is a U.S. real property interest, as defined in Section 897 of the Company Subsidiaries in respect of any Tax matter, including Tax liabilities and refund claimsCode.

Certain Tax Matters. (a) Each of Parent The Company shall duly prepare and timely file, or cause to be prepared and filed, all Tax Returns for the Company that are required to be filed with the applicable Taxing Authorities that are required to be filed prior to the Closing Date (collectively, the “Company Prepared Returns”) and pay any and all Taxes due and payable during such time period. The Company shall use its reasonable best efforts prepare, or cause to cause be prepared, each Company Prepared Return in a manner consistent with the Merger to qualify as a reorganization within the meaning of Section 368(a) past practices of the Code, including by executing and delivering the officers’ certificates referred to herein and reporting consistently for all federal, state, and local income Tax or other purposesCompany. None of Parent or the The Company shall take any action, or fail cause each Company Prepared Return (i) to take any action, that would be provided to the Parent for review and comment as soon as reasonably practicable before the due date of each such Company Prepared Return and (ii) to not be expected to cause filed without the Merger to fail to qualify as a reorganization within the meaning of Section 368(a) prior consent of the CodeParent (such consent not to be unreasonably withheld, conditioned or delayed). (b) The Company and its Parent shall (and shall cause their respective Affiliates shall, with Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), take any actions, including making or causing its subsidiaries to make elections pursuant to Treasury Regulations Section 301.7701-3(c)(1)(i) and Section 856(l) of the Code, as are reasonably necessary to preserve its qualification as a REITto, and the Company and its Affiliates shall cooperate cause the Company Securityholders to) provide any information reasonably requested to allow Parent or the Company, as the case may be, to comply with Parent and its Representatives any information reporting or withholding requirements contained in taking the Code or other applicable Laws with respect to the transactions contemplated by, or any such actions as Parent may reasonably requestpayment made in connection with, this Agreement. (c) The Company All transfer, documentary, sales, use, value added, goods and services, stamp, registration, notarial fees and other similar Taxes and fees (collectively, “Transfer Taxes”), shall be paid by the Company Subsidiaries shall (i) Surviving Corporation. After the Closing Date, the Surviving Corporation will prepare and timely file all necessary Tax Returns and other documentation with respect to all such Transfer Taxes that are required to be filed by them on or before after the Closing Date (taking into account applicable extensions) (“Pre-Closing Returns”) in a manner consistent with past practiceDate, except as otherwise and, if required by a change in applicable Law, the Company Securityholders and PubCo will, and will cause their respective Affiliates to, cooperate and join in the execution of any such Tax Returns and other documentation, as applicable. Each party (iiother than the Stockholders’ Representative) fully shall (and shall cause its Affiliates to) provide certificates or forms, and timely pay all material amounts of Taxes due and payable in respect of such Pre-Closing Returns execute any Tax Return, that are so filed, necessary or appropriate to establish an exemption for (iiior reduction in) properly reserve (and reflect such reserve in their books and records and financial statements to the extent required under GAAP) for all material amounts of Taxes payable by them for which no Pre-Closing Return is due prior to the Effective Time in a manner consistent with past practice and (iv) promptly notify Parent of any federal, state, local or foreign income or franchise Tax audit and any other legal proceeding pending or threatened in writing against or with respect to the Company or any of the Company Subsidiaries in respect of any Tax matter, including Tax liabilities and refund claimsTransfer Tax.

Certain Tax Matters. (a) Each During the period from the date of Parent and this Agreement to the Effective Time, the Company shall use its reasonable best efforts to cause the Merger to qualify as a reorganization within the meaning of Section 368(a) of the Code, including by executing and delivering the officers’ certificates referred to herein and reporting consistently for all federal, stateshall, and local income Tax or other purposes. None shall cause each of Parent or the Company shall take any action, or fail its Subsidiaries to take any action, that would reasonably be expected to cause the Merger to fail to qualify as a reorganization within the meaning of Section 368(a) of the Code. (b) The Company and its Affiliates shall, with Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), take any actions, including making or causing its subsidiaries to make elections pursuant to Treasury Regulations Section 301.7701-3(c)(1)(i) and Section 856(l) of the Code, as are reasonably necessary to preserve its qualification as a REIT, and the Company and its Affiliates shall cooperate with Parent and its Representatives in taking any such actions as Parent may reasonably request. (c) The Company and the Company Subsidiaries shall (i) prepare and timely file all material Tax Returns (taking into account any permitted extensions) required to be filed by them or on or before the Closing Date (taking into account applicable extensions) (“Pre-Closing Returns”) in a manner consistent with past practice, except as otherwise required by a change in applicable Lawbehalf of each such entity, (ii) fully and timely pay all material amounts of Taxes due and payable in respect of such Pre-Closing Returns that are so filedpayable, (iii) properly reserve (and reflect such accrue a reserve in their the books and records and financial statements to the extent required under GAAP) for all material amounts of Taxes payable by them for which no Pre-Closing Return is due prior to the Effective Time any such entity in a manner consistent accordance with past practice for all Taxes payable but not yet due, and (iv) promptly notify Parent of any federal, state, local or foreign income or franchise Tax audit and any other legal proceeding actions pending or threatened in writing against or with respect to the Company or any of the Company its Subsidiaries in respect of any Tax matteramount of Tax. (b) After the Closing Date, the Escrow Participating Holders, the Holder Representative and Parent shall cooperate, and shall cause their respective Affiliates to cooperate, with each other and with each other’s agents, including accounting firms and legal counsel, in connection with Tax liabilities matters relating to the Company and any of its Subsidiaries including (i) the preparation and filing of any Tax Returns, (ii) determining the liability for and amount of any Taxes due or the right to and amount of any refund claimsof Taxes, (iii) examinations of Tax Returns and (iv) any administrative or judicial proceedings in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include the Escrow Participating Holders, the Holder Representative and Parent making available to each other all information and documents in their possession relating to the Company and its Subsidiaries. Escrow Participating Holders, the Holder Representative and Parent also shall, and shall cause their respective Affiliates to, make available to each other, as reasonably requested and available, personnel responsible for preparing, maintaining and interpreting information and documents relevant to Taxes. Any information or documents provided pursuant to this Section 6.16(b) shall be kept confidential by the Party receiving the information or documents, except (x) as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes, or (y) as required by law or to employees, advisors or consultants of the Holder Representative and to the Escrow Participating Holders, in each case who have a need to know such information, provided that such persons either (A) agree to observe the terms of this Section 6.16(b) or (B) are bound by obligations of confidentiality to the Holder Representative of at least as high a standard as those imposed on the Holder Representative under this Section 6.16(b). Anything in this Agreement to the contrary notwithstanding, neither Parent nor any of its Subsidiaries shall be required to provide to any person any Tax Return (or copy thereof) of Parent or any consolidated, combined or unitary group that includes Parent or any of its Subsidiaries. (c) Parent shall have the exclusive right to control any audit, litigation or other proceeding with respect to Taxes (a “Tax Contest”), provided, however, that with respect to any Tax Contest for any Pre-Closing Tax Period which Tax Contest includes any issue for which Parent Indemnitee is entitled to indemnification under Section 9.2(a), (i) Parent shall keep the Holder Representative reasonably informed with respect to such defense, (ii) Parent shall consult with the Holder Representative before taking any significant action in connection with such Tax Contest, and (iii) the Holder Representative shall have the right to approve any settlement of such Tax Contest (such approval not to be unreasonably delayed or withheld). (d) On the Closing Date, the Company shall deliver to Parent a duly completed and executed certificate of the Company, in accordance with Treasury Regulation Sections 1.1445-2(c)(3) and 1.897-2(h), certifying that each “interest” in the Company (within the meaning of Section 897(c)(1) of the Code) is not a “United States real property interest” within the meaning of Section 897(c) of the Code. (e) All Tax Sharing Agreements with respect to or involving the Company or any of its Subsidiaries shall be terminated as of the Closing, and neither the Company nor any of its Subsidiaries shall have any obligation or liability pursuant thereto. A “Tax Sharing Agreement” shall mean an agreement binding the Company or any of its Subsidiaries that provides for the allocation, apportionment, sharing or assignment of any Tax liability or benefit; provided, however, that the following agreements shall be disregarded: (i) commercially reasonable agreements not primarily relating to Taxes providing for the customary allocation or payment of real property Taxes attributable to real property leased or occupied by the Company or any of its Subsidiaries, (ii) commercially reasonable agreements not primarily relating to Taxes providing for the customary allocation or payment of personal property Taxes, sales or use Taxes or value added Taxes with respect to personal property leased, used, owned, purchased or sold in the ordinary course of business, and (iii) general and customary indemnification provisions not primarily relating to Taxes contained in the Company’s non-exclusive license agreements, in each case entered into in the ordinary course of business and consistent with past practices.

Certain Tax Matters. (a) Each of Parent and the Company shall use its reasonable best efforts to cause the Merger to qualify as a reorganization “reorganization” within the meaning of Section 368(a) of the Code, including by executing and delivering the officers’ certificates referred to herein and reporting consistently for all federal, state, and local income Tax or other purposes. None of Neither Parent or nor the Company shall take any action, or fail to take any action, that would could reasonably be expected to cause the Merger to fail to qualify as a reorganization “reorganization” within the meaning of Section 368(a) of the Code. (b) The Company and its Affiliates shall, with Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), take any actions, including making or causing its subsidiaries to make elections pursuant to Treasury Regulations Section 301.7701-3(c)(1)(i) and Section 856(l) of the Code, as are reasonably necessary to preserve its qualification as a REIT, . Parent and the Company and its Affiliates shall cooperate with Parent and its Representatives in taking any such actions as Parent may reasonably request. (c) The Company and the Company Subsidiaries shall (i) prepare and timely file all Tax Returns required intend to be filed by them on or before the Closing Date (taking into account applicable extensions) (“Pre-Closing Returns”) in a manner consistent with past practicereport and, except as to the extent otherwise required by a change in Law, shall report, for U.S. federal income tax purposes, the Merger as a “reorganization” within the meaning of Section 368(a) of the Code, unless otherwise required by applicable Law. (b) If, in connection with the preparation and filing of the Form S-4, the SEC requests or requires a tax opinion be prepared and submitted, Parent and the Company shall deliver to Xxxxxx Xxxxxxxxx LLC customary Tax representation letters satisfactory to counsel, dated and executed as of such date as determined reasonably necessary by such counsel and, if required, Company shall cause Xxxxxx Xxxxxxxxx LLC to furnish an opinion, subject to customary assumptions and limitations, to the effect that the Merger should qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Notwithstanding anything to the contrary in this Agreement, Xxxx & Xxxx LLP shall not be required to provide any opinion to any party regarding the Merger or the Intended Tax Treatment. (c) Each of the parties shall (and shall cause their respective Affiliates to) cooperate fully, as and to the extent reasonably requested by another party, in connection with the filing of relevant Tax Returns, and any Tax proceeding, audit or examination. Such cooperation shall include the retention and (upon the other party’s request) the provision (with the right to make copies) of records and information reasonably relevant to any Tax proceeding, audit or examination, making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. (d) Any and all transfer, documentary, sales, use, stamp, registration, value added or other similar Taxes incurred in connection with the transactions contemplated by this Agreement (collectively, the “Transfer Taxes”) shall be paid by Parent. The Party required by Law to do so shall file all necessary Tax Returns and other documentation with respect to all such Transfer Taxes, and if required by applicable Law, (ii) fully the Parties shall, and timely pay all material amounts shall cause their respective Affiliates to, join in the execution of Taxes due any such Tax Returns and payable in respect other document. Notwithstanding any other provision of such Pre-Closing Returns that are so filedthis Agreement, (iii) properly reserve the Parties shall (and reflect such reserve shall cause their respective Affiliates to) cooperate in their books and records and financial statements good faith to minimize, to the extent required permissible under GAAP) for all material amounts of Taxes payable by them for which no Pre-Closing Return is due prior to applicable Law, the Effective Time in a manner consistent with past practice and (iv) promptly notify Parent amount of any federal, state, local or foreign income or franchise Tax audit and any other legal proceeding pending or threatened in writing against or with respect to the Company or any of the Company Subsidiaries in respect of any Tax matter, including Tax liabilities and refund claimssuch Transfer Taxes.

Certain Tax Matters. (a) Each The parties to this Agreement intend that the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and neither the Company nor Parent shall, nor shall they permit any of their respective Subsidiaries to, take our cause to be taken any action (including agreeing to any transaction or entering into any agreement) that would result in the Merger failing to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Parent and the Company shall use its their reasonable best efforts to cause the Merger to qualify as a reorganization “reorganization” within the meaning of Section 368(a) of the Code and to obtain the Tax opinions set forth in Section 6.15(d) and Section 6.15(e) hereof. This Agreement is intended to constitute a “plan of reorganization” within the meaning of Treasury Regulation Section 1.368-2(g). (b) Officers of Parent and the Company shall execute and deliver to Stoel Rives LLP, counsel to Parent, and Fulbright & Xxxxxxxx L.L.P., counsel to the Company, certificates containing appropriate representations at such time or times as may be reasonably requested by such law firms, including the Effective Time, in connection with their respective deliveries of opinions with respect to the Tax treatment of the Merger. Each of Parent, Purchaser or the Company shall use its reasonable best efforts not to take or cause to be taken any action which would cause to be untrue (or fail to take or cause not to be taken any action which would cause to be untrue) any of the certifications and representations included in the certificates described in this Section 6.15(b). (c) The Company and Parent shall cooperate in the preparation, execution and filing of all Tax Returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees and any similar Taxes which become payable in connection with the transactions contemplated by this Agreement that are required or permitted to be filed on or before the Effective Time. Each of Parent and the Company shall pay any such Taxes or fees imposed on it by any Governmental Entity (or for which its stockholders are primarily liable), which becomes payable in connection with the transactions contemplated by this Agreement. (d) At the Closing, Parent shall receive the opinion of Stoel Rives LLP, in form and substance reasonably satisfactory to Parent, dated as of the Closing, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of Parent, Merger Sub and the Company, all of which are consistent with the state of facts existing as of the Effective Time, to the effect that the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering the opinion described in this Section 6.15(d), including by executing Stoel Rives LLP shall have received and delivering may rely upon the officers’ certificates and representations referred to herein and reporting consistently for all federalin Section 6.15(b) hereof. (e) At the Closing, state, and local income Tax or other purposes. None of Parent or the Company shall take any actionreceive the opinion of Fulbright & Xxxxxxxx L.L.P., or fail in form and substance reasonably satisfactory to take any actionthe Company, dated as of the Closing, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of Parent, Merger Sub and the Company, all of which are consistent with the state of facts existing as of the Effective Time, to the effect that would reasonably be expected to cause the Merger to fail to will qualify as a reorganization “reorganization” within the meaning of Section 368(a) of the Code. In rendering the opinion described in this Section 6.15(e), Fulbright & Xxxxxxxx L.L.P. shall have received and may rely upon the certificates and representations referred to in Section 6.15(b) hereof. (bf) The Company and its Affiliates shall, with Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned On or delayed), take any actions, including making or causing its subsidiaries to make elections pursuant to Treasury Regulations Section 301.7701-3(c)(1)(i) and Section 856(l) of the Code, as are reasonably necessary to preserve its qualification as a REIT, and the Company and its Affiliates shall cooperate with Parent and its Representatives in taking any such actions as Parent may reasonably request. (c) The Company and the Company Subsidiaries shall (i) prepare and timely file all Tax Returns required to be filed by them on or before the Closing Date (taking into account applicable extensions) (“Pre-Closing Returns”) in a manner consistent with past practice, except as otherwise required by a change in applicable Law, (ii) fully and timely pay all material amounts of Taxes due and payable in respect of such Pre-Closing Returns that are so filed, (iii) properly reserve (and reflect such reserve in their books and records and financial statements to the extent required under GAAP) for all material amounts of Taxes payable by them for which no Pre-Closing Return is due prior to the Effective Time Closing, the Company shall deliver to Parent a statement certifying that the Company Common Stock is not a “U.S. real property interest” in accordance with Treasury Regulations under Section 1445 of the Code and in a manner consistent with past practice and (iv) promptly notify Parent of any federal, state, local or foreign income or franchise Tax audit and any other legal proceeding pending or threatened in writing against or with respect form reasonably acceptable to the Company or any of the Company Subsidiaries in respect of any Tax matter, including Tax liabilities and refund claimsParent.

Certain Tax Matters. (a) Each of Parent and the Company shall use its reasonable best efforts (i) to cause the Merger Mergers, taken together, to qualify as a reorganization within the meaning of Section 368(a) of the Code, including by executing Code with respect to which Parent and delivering the officers’ certificates referred Company will each be a party to herein the reorganization within the meaning of Section 368(a) of the Code and reporting consistently for all federal, state(ii) not to, and local income Tax to cause its respective Subsidiaries or other purposes. None of Parent Affiliates not to, take or the Company shall take cause to be taken any action, or fail to take any action, that would action reasonably be expected likely to cause the Merger Mergers, taken together, to fail to qualify as a reorganization within the meaning of Section 368(a) of the Code. (b. Each of Parent and the Company shall use its reasonable best efforts to obtain any Tax opinion regarding the qualification of the Mergers, taken together, as a reorganization within the meaning of Section 368(a) The Company of the Code that may be required in connection with the preparation and filing of the Proxy Statement, including by causing its Affiliates shallofficers to execute and deliver to the law firm delivering such Tax opinion certificates at such time or times as may reasonably be requested by such law firm. In addition, with Parent’s upon prior written consent request of the Company, Parent shall deliver to the Company a customary officer’s certificate, executed by an appropriate officer of Parent and in a form mutually agreeable (which consent shall not be unreasonably withheldacting in good faith) to Parent and the Company, conditioned or delayed)solely for purposes of the Company obtaining a Tax opinion regarding the qualification of the Mergers, take any actionstaken together, including making or causing its subsidiaries to make elections pursuant to Treasury Regulations as a reorganization within the meaning of Section 301.7701-3(c)(1)(i) and Section 856(l368(a) of the Code, as are reasonably necessary to preserve its qualification as a REIT, . (b) Each of Parent and the Company shall (and its shall cause their respective Subsidiaries and Affiliates to) report the Mergers, taken together, for U.S. federal income Tax purposes as a reorganization within the meaning of Section 368(a) of the Code and shall cooperate not take (or cause or permit any of their Subsidiaries or Affiliates to take) any inconsistent position on any Tax Return, in any audit, examination or other administrative or court Proceeding related to Taxes, or otherwise with Parent and its Representatives respect to Taxes, in taking any such actions as Parent may reasonably request. (ceach case, unless required pursuant to a “determination” within the meaning of Section 1313(a) The Company of the Code. Except for the covenants in Section 7.06 and the Company representations set forth in Section 4.16(c), neither Parent nor any of its Subsidiaries shall (i) prepare and timely file all Tax Returns required to be filed by them on or before the Closing Date (taking into account applicable extensions) (“Pre-Closing Returns”) in a manner consistent with past practice, except as otherwise required by a change in applicable Law, (ii) fully and timely pay all material amounts of Taxes due and payable in respect of such Pre-Closing Returns that are so filed, (iii) properly reserve (and reflect such reserve in their books and records and financial statements Affiliates makes any representations or warranties to the extent required under GAAP) for all material amounts Company or to any holder of Taxes payable by them for which no Pre-Closing Return is due prior to Company Common Stock regarding the Effective Time in a manner consistent with past practice and (iv) promptly notify Parent Tax treatment of the Mergers, or any federal, state, local or foreign income or franchise of the Tax audit and any other legal proceeding pending or threatened in writing against or with respect consequences to the Company or any holder of Company Common Stock of this Agreement, the Mergers or any of the other transactions or agreements contemplated hereby. The Company Subsidiaries in respect acknowledges that the Company and the holders of any Company Common Stock are relying solely on their own Tax matteradvisors for Tax advice regarding this Agreement, including Tax liabilities the Mergers and refund claimsthe other Transactions.

Certain Tax Matters. (ai) Each During the period from the date of Parent and this Agreement to the Company shall use its reasonable best efforts to cause the Merger to qualify as a reorganization within the meaning of Section 368(aEffective Time, (i) of the Code, including by executing and delivering the officers’ certificates referred to herein and reporting consistently for all federal, state, and local income Tax or other purposes. None of Parent or the Company shall take any action, or fail to take any action, that would reasonably be expected to cause the Merger to fail to qualify as a reorganization within the meaning of Section 368(a) of the Code. (b) The Company and its Affiliates shall, with Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), take any actions, including making or causing its subsidiaries to make elections pursuant to Treasury Regulations Section 301.7701-3(c)(1)(i) and Section 856(l) of the Code, as are reasonably necessary to preserve its qualification as a REIT, and the Company and each of its Affiliates shall cooperate with Parent and its Representatives in taking any such actions as Parent may reasonably request. (c) The Company and the Company Subsidiaries shall (i) prepare and timely file all material Tax Returns (“Post-Signing Returns”) required to be filed by them on or before the Closing Date each such entity (after taking into account applicable any extensions) (“Preand all Post-Closing Returns”) Signing Returns shall be complete and accurate in a manner consistent with past practice, except as otherwise required by a change in applicable Law, all material respects; (ii) fully the Company and each of its Subsidiaries will timely pay all material amounts of Taxes due and payable in respect of such PrePost-Closing Returns that are so filed, Signing Returns; (iii) properly reserve (and reflect such the Company will accrue a reserve in their its books and records and financial statements to the extent required under GAAP) in accordance with past practice for all material amounts of Taxes payable by them the Company or any of its Subsidiaries for which no PrePost-Closing Signing Return is due prior to the Effective Time in a manner consistent with past practice and Time; (iv) the Company and each of its Subsidiaries will promptly notify Parent of any federalsuit, stateclaim, local action, investigation, proceeding or foreign income or franchise Tax audit and any other legal proceeding pending or threatened in writing against or with respect to the Company or any of the Company its Subsidiaries in respect of any Tax matterand will not settle or compromise any such suit, including claim, action, investigation, proceeding or audit without Parent’s prior written consent, which consent shall not be unreasonably delayed; (v) none of the Company or any of its Subsidiaries will make or change any material Tax liabilities election without Parent’s consent, which consent shall not be unreasonably withheld; and refund claims(vi) the Company and each of its Subsidiaries will retain all books, documents and records necessary for the preparation of Tax Returns and Tax audits. (ii) The Company shall deliver to Parent at or prior to the Closing a certificate, in form and substance satisfactory to Parent, duly executed and acknowledged, certifying that the payment of the Merger Consideration and any payments made in respect of the Appraisal Shares pursuant to the terms of this Agreement are exempt from withholding pursuant to the Foreign Investment in Real Property Tax Act.

Certain Tax Matters. (a) Each of Parent All transfer, documentary, sales, use, registration and other such Taxes (including, but not limited to, all applicable real estate transfer or gains Taxes and stock transfer Taxes) and any penalties, interest and additions to Tax and fees resulting from or incurred in connection with this Agreement and the Company shall use its reasonable best efforts to cause the Merger to qualify as a reorganization within the meaning of Section 368(a) consummation of the Codetransactions contemplated hereby shall be paid by the Sellers. Each party to this Agreement shall cooperate in the timely making of all filings, including by executing returns, reports and delivering the officers’ certificates referred to herein and reporting consistently for all federal, state, and local income Tax or other purposes. None of Parent or the Company shall take any action, or fail to take any action, that would reasonably forms as may be expected to cause the Merger to fail to qualify as a reorganization within the meaning of Section 368(a) of the Coderequired in connection therewith. (b) The Company and its Affiliates shall, the Sellers agree that the Company shall (and shall cause the MLP and the OLP to) cause there to be an interim closing of the books under Section 706 of the Code for both the MLP and the OLP effective as of the Closing Date for purposes of dividing and allocating the MLP's and the OLP's income with Parent’s prior written consent (respect to the Company for the taxable year in which consent the Closing occurs. Such income shall not be unreasonably withheld, conditioned or delayed), take any actions, including making or causing its subsidiaries to make elections divided and allocated pursuant to Treasury Regulations Section 301.7701-3(c)(1)(i) and Section 856(l) of a reasonable accounting for such income that is acceptable to both the Code, as are reasonably necessary to preserve its qualification as a REIT, Sellers and the Company and its Affiliates shall cooperate with Parent and its Representatives in taking any such actions as Parent may reasonably requestPurchaser. (c) The Company and Sellers shall prepare the Company Subsidiaries shall (i) prepare and timely file all Tax Returns required to be filed by them the Company for all periods ending on or before the Closing Date (taking into account applicable extensions) (“Pre-Closing Returns”) in a manner consistent with past practice, except as otherwise required by a change in applicable Law, (ii) fully and timely pay all material amounts of Taxes due and payable in respect of such Pre-Closing Returns that are so filed, (iii) properly reserve (and reflect such reserve in their books and records and financial statements to the extent required under GAAP) for all material amounts of Taxes payable by them for which no Pre-Closing Return is due prior to the Effective Time in a manner Closing Date. Each Tax Return prepared by the Sellers for the Company shall be prepared using accounting methods and other practices that are consistent with past practice and those used by the Company in its prior Tax Returns. (ivd) promptly notify Parent The Seller shall cause an election under Section 754 of any federal, state, local or foreign income or franchise Tax audit and any other legal proceeding pending or threatened in writing against or the Code to be filed with respect to the Company MLP to be effective for a taxable year ending on or any of prior to the Company Subsidiaries in respect of any Tax matter, including Tax liabilities and refund claimsClosing Date.

Certain Tax Matters. (a) Each During the period from the date of Parent this Agreement until the Effective Time, Company shall, and shall cause each of its subsidiaries to: (i) maintain and preserve all books and records relating to such entity, including Tax Returns; (ii) timely file all Tax Returns (taking into account any applicable extensions) required to be filed by or on behalf of each such entity; (iii) timely pay all Taxes due and payable; (iii) accrue a reserve in the books and records and financial statements of any such entity for all Taxes payable by such entity but not yet due, such accrual to be calculated in a manner consistent with that used in the preparation of the Company shall use Financial Statements as of December 31, 2005 and for the year then ended; (iv) promptly notify TWTC of any material suit, claim, action, investigation, audit or similar proceeding pending against or with respect to Company or any of its reasonable best efforts to cause the Merger to qualify as a reorganization within the meaning subsidiaries in respect of Section 368(a) of the Code, including by executing and delivering the officers’ certificates referred to herein and reporting consistently for all federal, stateany Tax, and local income not settle or compromise any material Tax liability without TWTC’s prior written consent; (v) promptly notify TWTC of any material property Tax valuation or other purposesassessment, and appeal or contest any property Tax valuations or assessments diligently and in good faith as if it were the only party in interest; (vi) not make any material tax election without TWTC’s prior written consent; and (vii) not extend or waive any statute of limitation with respect to the assessment of Taxes without TWTC’s prior written consent. None of Parent or the Any Tax Returns described in clause (ii) shall be complete and correct in all material respects. Company shall take notify TWTC upon the filing of any action, or fail material Tax Return and shall make such Tax Returns available to take any action, that would reasonably be expected to cause the Merger to fail to qualify as a reorganization within the meaning of Section 368(a) of the CodeTWTC upon request. (b) The Members shall be responsible for the preparation and filing of any income or franchise Tax Return of Company or any of its subsidiaries for the taxable period ending on the Closing Date and, in connection therewith, shall be provided with reasonable access to the books and records of Company and its Affiliates shall, with Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), take any actions, including making or causing its subsidiaries to make elections pursuant to Treasury Regulations Section 301.7701-3(c)(1)(i) as required for such preparation and Section 856(l) of the Code, as are reasonably necessary to preserve its qualification as a REIT, and the Company and its Affiliates shall cooperate with Parent and its Representatives in taking any such actions as Parent may reasonably requestfiling. (c) The For U.S. federal and applicable state income tax purposes, the parties shall report and treat the Merger as a taxable sale of partnership interests by Company’s members and as a purchase by TWTC of Company’s assets. (d) As provided in the Disbursing Agent Agreement, Company and shall provide to TWTC a certificate of non-foreign status pursuant to Treasury Regulation Section 1.1445-2(b)(2) from each person entitled to receive Merger Consideration hereunder, substantially in the Company Subsidiaries shall (i) prepare and timely file all Tax Returns required to be filed by them on or before the Closing Date (taking into account applicable extensions) (“Pre-Closing Returns”) in a manner consistent with past practice, except as otherwise required by a change in applicable Law, (ii) fully and timely pay all material amounts of Taxes due and payable in respect of such Pre-Closing Returns that are so filed, (iii) properly reserve (and reflect such reserve in their books and records and financial statements to the extent required under GAAP) for all material amounts of Taxes payable by them for which no Pre-Closing Return is due prior to the Effective Time in a manner consistent with past practice and (iv) promptly notify Parent of any federal, state, local or foreign income or franchise Tax audit and any other legal proceeding pending or threatened in writing against or with respect to the Company or any form of the Company Subsidiaries applicable sample certification contained in respect of any Tax matter, including Tax liabilities and refund claimsTreasury Regulation Section 1.1445-2(b)(2)(iv).

Certain Tax Matters. During the period from the date of this Agreement to the Effective Time, (ai) Each of Parent and the Company shall use its reasonable best efforts to cause the Merger to qualify as a reorganization within the meaning of Section 368(a) and each of the Code, including Subsidiaries shall timely file all material Tax Returns ("Post-Signing Returns") required to be filed by executing each such entity during such period (after taking into account any extensions) and delivering all Post-Signing Returns shall be complete and accurate in all material respects; (ii) the officers’ certificates referred Company and each of the Subsidiaries will timely pay all Taxes that are due and payable prior to herein the Effective Time; (iii) the Company will accrue a reserve in its books and reporting consistently records and financial statements in accordance with GAAP and past practice for all federal, state, and local income Tax or other purposes. None of Parent or Taxes payable by the Company shall take or any of the Subsidiaries for which no Post-Signing Return or payment is due prior to the Effective Time; (iv) the Company will promptly notify Parent of any material suit, claim, action, investigation, proceeding or fail audit pending against or with respect to take the Company or any of the Subsidiaries in respect of any Tax and will not settle or compromise any such suit, claim, action, that would reasonably be expected to cause the Merger to fail to qualify as a reorganization within the meaning of Section 368(a) of the Code. (b) The Company and its Affiliates shallinvestigation, with proceeding or audit without Parent’s 's prior written consent (consent, which consent shall not be unreasonably withheld, conditioned or delayed), take any actions, including making or causing its subsidiaries to make elections pursuant to Treasury Regulations Section 301.7701-3(c)(1)(i; (v) and Section 856(l) none of the Code, as are reasonably necessary to preserve its qualification as a REIT, and the Company and its Affiliates shall cooperate with Parent and its Representatives in taking any such actions as Parent may reasonably request. (c) The Company and the Company Subsidiaries shall (i) prepare and timely file all Tax Returns required to be filed by them on or before the Closing Date (taking into account applicable extensions) (“Pre-Closing Returns”) in a manner consistent with past practice, except as otherwise required by a change in applicable Law, (ii) fully and timely pay all material amounts of Taxes due and payable in respect of such Pre-Closing Returns that are so filed, (iii) properly reserve (and reflect such reserve in their books and records and financial statements to the extent required under GAAP) for all material amounts of Taxes payable by them for which no Pre-Closing Return is due prior to the Effective Time in a manner consistent with past practice and (iv) promptly notify Parent of any federal, state, local or foreign income or franchise Tax audit and any other legal proceeding pending or threatened in writing against or with respect to the Company or any of the Subsidiaries will make or change any material Tax election without Parent's consent, which consent shall not be unreasonably withheld, conditioned or delayed; and (vi) the Company and each of the Subsidiaries will retain all books, documents and records necessary for the preparation of Tax Returns and Tax audits. The Company shall deliver to Parent at or prior to the Closing a certificate, in respect form and substance satisfactory to Parent, duly executed and acknowledged, certifying that the payment of any the Merger Consideration pursuant to the terms of this Agreement is exempt from withholding pursuant to the Foreign Investment in Real Property Tax matter, including Tax liabilities and refund claimsAct.

Certain Tax Matters. (a) Each From the date hereof until the Effective Time, (i) the Company and each of its Subsidiaries and the Investment Companies will prepare and file, or will cause to be prepared and filed, in the manner required by applicable law, all Tax Returns that are required (with extensions) to be filed, (ii) the Company and each of its Subsidiaries and the Investment Companies will timely pay all Taxes shown as due and payable, or required to be shown as due and payable, on such Tax Returns that are so filed, (iii) the Company and each of its Subsidiaries and the Investment Companies will make provision for all Taxes payable by the Company and/or any such Subsidiary and/or Investment Company for which no Tax Return is due prior to the Effective Time and (iv) the Company will promptly notify Parent in writing of any action, suit, proceeding, claim or audit pending against or with respect to the Company or any Subsidiary thereof in respect of any Tax. (b) The Company agrees that it will, and will cause its Subsidiaries and the Investment Companies to, make available all such information, employees and records of or relating to the Company and each of its Subsidiaries and the Investment Companies as Parent may reasonably request with respect to matters relating to Taxes (including, without limitation, the right to make copies of such information and records) and will cooperate with respect to all matters relating to Taxes (including, without limitation, the filing of Tax Returns, the filing of amended Tax Returns, audits, and proceedings). (c) It is understood and agreed that Parent and the Company will request that (i) Normxx Xxxxxxx, Xxq., tax counsel to Parent (or such other tax counsel to Parent as shall use its reasonable best efforts be reasonably acceptable to cause the Company), and (ii) Day, Berrx & Xowaxx XXX and Wachtell, Lipton, Rosex & Xatz, xxgal counsel to the Company, issue to their respective clients for inclusion as exhibits to the Form S-4 opinions to the effect that the Merger to qualify will be treated for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the CodeCode and respecting related matters (each such opinion, including by executing an "Exhibit Opinion" and, collectively, the "Exhibit Opinions"). In rendering such Exhibit Opinions, such legal counsel may require and delivering the officers’ reasonably rely upon reasonably requested representations contained in certificates referred to herein and reporting consistently for all federal, state, and local income Tax or other purposes. None of Parent or the Company shall take any action, or fail to take any action, that would reasonably be expected to cause the Merger to fail to qualify as a reorganization within the meaning of Section 368(a) of the Code. (b) The Company and its Affiliates shallCompany, with Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), take any actions, including making or causing its subsidiaries to make elections pursuant to Treasury Regulations Section 301.7701-3(c)(1)(i) and Section 856(l) of the Code, as are reasonably necessary to preserve its qualification as a REIT, and the Company and its Affiliates shall cooperate with Parent and its Representatives in taking any such actions as Parent may reasonably request. Merger Sub (c) The Company and the Company Subsidiaries shall (i) prepare and timely file all "Tax Returns required to be filed by them on or before the Closing Date (taking into account applicable extensions) (“Pre-Closing Returns”) in a manner consistent with past practice, except as otherwise required by a change in applicable Law, (ii) fully and timely pay all material amounts of Taxes due and payable in respect of such Pre-Closing Returns that are so filed, (iii) properly reserve (and reflect such reserve in their books and records and financial statements to the extent required under GAAP) for all material amounts of Taxes payable by them for which no Pre-Closing Return is due prior to the Effective Time in a manner consistent with past practice and (iv) promptly notify Parent of any federal, state, local or foreign income or franchise Tax audit and any other legal proceeding pending or threatened in writing against or with respect to the Company or any of the Company Subsidiaries in respect of any Tax matter, including Tax liabilities and refund claims.Certificates"). 39 44