Common use of Company Tax Returns Clause in Contracts

Company Tax Returns. The United States federal income Tax Returns for the Company and all other Tax Returns of the Company shall be prepared as directed by the Managing Member in Consultation with the other Members. If a Member notifies the Managing Member that any real property Taxes with respect to the Systems were assessed against or invoiced to such Member, then the Managing Member will cause the Company to pay such Taxes in full and in a timely manner, provided, further, that with respect to each Tax Year ending on the last Friday of November, the Managing Member will cause the Company to prepare preliminary Tax Returns and issue preliminary K-1’s to the Members no later than February 1 of the following Tax Year. The Managing Member, in Consultation with the other Members, may extend the time for filing any such Tax Returns as provided for under applicable statutes; provided that, in the event of any such extension, the Managing Member shall provide the other Members with an estimate of the Taxes owed within 20 days of the filing of such extension. At the Company’s expense, the Managing Member shall cause the Company to retain an Accounting Firm to prepare or review and sign the necessary federal and state income Tax Returns and information returns for the Company. Each Member shall provide such information, if any, as may be reasonably needed by the Company for purposes of preparing such Tax Returns, provided that such information is readily available from regularly maintained accounting records. At least 30 days prior to filing the federal and state income Tax Returns other than information returns, the Managing Member shall cause the Administrator to deliver to the other Members for their review a copy of the Company’s federal and state income Tax Returns, excluding information returns, in the form proposed to be filed for each Fiscal Year together with a notice of any inconsistencies with the Base Case Model, and shall cause the Administrator to incorporate all reasonable changes or comments to such proposed Tax Returns requested by the other Members (who shall be required to make all reasonable efforts to provide such changes or comments in a reasonable amount of time) at least 10 days prior to the filing date for such returns. The dispute provisions under Section 11.11 may be invoked if Class B Members owning more than 50% of the Class B Membership Interests disagree with a position taken on any Tax Return; provided that the Accounting Firm preparing the Tax Return still must be able to sign the Tax Return consistent with the resolution of the dispute; provided, further that if the dispute process would not be completed by the date that the Tax Return must be filed under this Section 7.6, then the Managing Member will cause the Company to file the Tax Return as originally prepared by the required date, but the Managing Member may be required to cause the Company to amend the Tax Return after a conclusion is reached in the dispute process; and provided still further that in the event such challenge confirms the original position in question, the challenging Class B Member shall promptly pay all of the Accounting Firm’s reasonable fees and expenses incurred in connection with such challenge. After taking into account any such requested changes, the Managing Member shall cause the Company to timely file, taking into account any applicable extensions, such Tax Returns. Within 20 days after filing such federal and state income Tax Returns and information returns, the Managing Member shall cause the Company to deliver to each Member a copy of the Company’s federal and state income Tax Returns and information returns as filed for each Fiscal Year, together with any additional tax-related information in the possession of the Company that such Member may reasonably and timely request in order to properly prepare its own income Tax Returns.

Company Tax Returns. The United States federal income Tax Returns for the Company and all other Tax Returns of the Company shall be prepared as directed by the Managing Member in Consultation with the other Members. If a Member notifies the Managing Member that any real property Taxes with respect to the Systems were assessed against or invoiced to such Member, then the Managing Member will cause the Company to pay such Taxes in full and in a timely manner, provided, further, that with respect to each Tax Year ending on the last Friday of November, the Managing Member will cause the Company to prepare preliminary Tax Returns and issue preliminary K-1’s to the Members no later than February 1 of the following Tax Year. The Managing Member, in Consultation with the other Members, may extend the time for filing any such Tax Returns as provided for under applicable statutes; provided that, in the event of any such extension, the Managing Member shall provide the other Members with an estimate of the Taxes owed within 20 days of the filing of such extension. At the Company’s expense, the Managing Member shall cause the Company to retain an the Accounting Firm to prepare or review and sign the necessary federal and state income all such Tax Returns in a manner consistent with this Agreement, including the Fixed Tax Assumptions and information returns for the CompanyBase Case Model. Each Member shall provide such information, if any, as may be reasonably needed by the Company for purposes of preparing such Tax Returns, provided that such information is readily available from regularly maintained accounting records. At least 30 days prior to filing the federal and state income Tax Returns other than information returns, the The Managing Member shall cause the Administrator Manager to deliver to the other Members for their review a copy of the Company’s federal and state income Tax Returns, excluding Returns and information returns, returns in the form proposed to be filed for each Fiscal Tax Year together with a notice by no later than March 15 of any inconsistencies with the Base Case Modelfollowing year, and shall cause the Administrator Manager to incorporate all reasonable changes or comments to such proposed Tax Returns and information returns requested by the other Members (who shall be required to make all reasonable efforts to provide such changes or comments in a reasonable amount of time) at least 10 ten days prior to the filing date for such returns. The dispute provisions under Section 11.11 may be invoked if Class B Members owning more than 50% of the Class B Membership Interests disagree with a position taken on any Tax Return; provided that the Accounting Firm preparing the Tax Return still must be able to sign the Tax Return consistent with the resolution of the dispute; provided, further that if the dispute process would not be completed by the date that the Tax Return must be filed under this Section 7.6, then the Managing Member will cause the Company to file the Tax Return as originally prepared by the required date, but the Managing Member may be required to cause the Company to amend the Tax Return after a conclusion is reached in the dispute process; and provided still further that in the event such challenge confirms the original position in question, the challenging Class B Member shall promptly pay all of the Accounting Firm’s reasonable fees and expenses incurred in connection with such challenge. After taking into account any such requested changes, the Managing Member shall cause the Company to timely file, taking into account any applicable extensions, such Tax Returns. Within 20 days after filing such federal and state income Tax Returns and information returns, the Managing Member shall cause the Company to deliver to each Member a copy of the Company’s federal and state income Tax Returns and information returns as filed for each Fiscal Tax Year, together with any additional tax-related information in the possession of the Company that such Member may reasonably and timely request in order to properly prepare its own income Tax Returns.

Company Tax Returns. The United States federal income Tax Returns for the Company and all other Tax Returns of the Company shall be prepared as directed by the Managing Member in Consultation with the other Members. If a Member notifies the Managing Member that any real property Taxes with respect to the Systems were assessed against or invoiced to such Member, then the Managing Member will cause the Company to pay such Taxes in full and in a timely manner, provided, further, that with respect to each Tax Year ending on the last Friday of November, the Managing Member will cause the Company to prepare preliminary Tax Returns and issue preliminary K-1K-l ’s to the Members no later than February 1 of the following Tax Year. The Managing Member, in Consultation with the other Members, may extend the time for filing any such Tax Returns as provided for under applicable statutes; provided that, in the event of any such extension, the Managing Member shall provide the other Members with an estimate of the Taxes owed within 20 days of the filing of such extension. At the Company’s expense, the Managing Member shall cause the Company to retain an Accounting Firm to prepare or review and sign the necessary federal and state income Tax Returns and information returns for the Company. Each Member shall provide such information, if any, as may be reasonably needed by the Company for purposes of preparing such Tax Returns, provided that such information is readily available from regularly maintained accounting records. At least 30 days prior to filing the federal and state income Tax Returns other than information returns, the Managing Member shall cause the Administrator to deliver to the other Members for their review a copy of the Company’s federal and state income Tax Returns, excluding information returns, in the form proposed to be filed for each Fiscal Year together with a notice of any inconsistencies with the Base Case Model, and shall cause the Administrator to incorporate all reasonable changes or comments to such proposed Tax Returns requested by the other Members (who shall be required to make all reasonable efforts to provide such changes or comments in a reasonable amount of time) at least 10 days prior to the filing date for such returns. The dispute provisions under Section 11.11 may be invoked if Class B Members owning more than 50% of the Class B Membership Interests disagree with a position taken on any Tax Return; provided that the Accounting Firm preparing the Tax Return still must be able to sign the Tax Return consistent with the resolution of the dispute; provided, further that if the dispute process would not be completed by the date that the Tax Return must be filed under this Section 7.6, then the Managing Member will cause the Company to file the Tax Return as originally prepared by the required date, but the Managing Member may be required to cause the Company to amend the Tax Return after a conclusion is reached in the dispute process; and provided still further that in the event such challenge confirms the original position in question, the challenging Class B Member shall promptly pay all of the Accounting Firm’s reasonable fees and expenses incurred in connection with such challenge. After taking into account any such requested changes, the Managing Member shall cause the Company to timely file, taking into account any applicable extensions, such Tax Returns. Within 20 days after filing such federal and state income Tax Returns and information returns, the Managing Member shall cause the Company to deliver to each Member a copy of the Company’s federal and state income Tax Returns and information returns as filed for each Fiscal Year, together with any additional tax-related information in the possession of the Company that such Member may reasonably and timely request in order to properly prepare its own income Tax Returns.

Company Tax Returns. The United States U.S. federal income Tax Returns for the Company and all other Tax Returns of the Company, including IRS Form 8933 (or any applicable successor form) (the “Company Tax Returns”) shall be prepared as directed by the Managing Member Manager in Consultation with the other Members, but in all cases consistent with the tax elections set forth in Section 7.5. If a Member notifies To the Managing Member that any real property Taxes with respect extent available under Applicable Law, the Manager shall claim Tax Credits and report information pertaining to the Systems were assessed against or invoiced to such Member, then the Managing Member will cause the Company to pay such Taxes in full and in a timely manner, provided, further, that with respect to each Tax Year ending CC Project Documents on the last Friday of November, the Managing Member will cause the Company to prepare preliminary Company’s Tax Returns in accordance with Treasury Regulations 1.45Q-1(h)(1)(iii) and issue preliminary K-1’s to the Members no later than February 1 of the following Tax Year1.45Q-1(h)(2)(v). The Managing MemberManager, in Consultation with the other Members, may extend the time for filing any such Company Tax Returns as provided for under applicable statutes; provided that, in the event of any such extension, the Managing Member shall provide the other Members with an estimate of the Taxes owed within 20 days of the filing of such extensionApplicable Law. At the Company’s expense, the Managing Member Manager shall cause the Company to retain an have the Accounting Firm to prepare or review and sign the necessary U.S. federal and state income Tax Returns and information returns for the Company. Each Member shall provide such information, if any, as may be reasonably needed by the Company for purposes of preparing such Company Tax Returns, ; provided that such information is readily available from regularly maintained accounting records. At Within [***] days after the end of each year and at least 30 [***] days prior to filing the U.S. federal and state income Tax Returns other than information returnsfor the Company, the Managing Member Manager shall cause the Administrator to deliver to the other Members for their review a copy of the Company’s U.S. federal and state income Tax Returns, excluding information returns, in the form Returns proposed to be filed for each Fiscal Year together with a notice of any inconsistencies with the Base Case Modelsuch year, and shall cause the Administrator to incorporate all reasonable changes or comments to such proposed Tax Returns requested by the other Members (who shall be required to make all reasonable efforts to provide such changes or comments in a reasonable amount of time) any Member at least 10 [***] days prior to the filing date for such returns. The dispute provisions under Section 11.11 may be invoked if Class B Members owning more than 50% of the Class B Membership Interests disagree with a position taken on returns (taking into account any Tax Return; provided that the Accounting Firm preparing the Tax Return still must be able to sign the Tax Return consistent with the resolution of the dispute; provided, further that if the dispute process would not be completed by the date that the Tax Return must be filed under this Section 7.6, then the Managing Member will cause the Company to file the Tax Return as originally prepared by the required date, but the Managing Member may be required to cause the Company to amend the Tax Return after a conclusion is reached in the dispute process; and provided still further that in the event such challenge confirms the original position in question, the challenging Class B Member shall promptly pay all of the Accounting Firm’s reasonable fees and expenses incurred in connection with such challengeapplicable extensions). After taking into account any such requested changes, and receiving the Managing Member prior written approval of Required Class A Members (which consent shall not be unreasonably withheld), the Manager shall cause the Company to timely file, taking into account any applicable extensions, such Company Tax ReturnsReturns within [***] days after the end of each Fiscal Year. Within 20 [***] days after filing such U.S. federal and state income Tax Returns and information returnsfor the Company, the Managing Member Manager shall cause the Company to deliver to each Member a copy of the Company’s U.S. federal and state income Tax Returns and information returns as filed for each Fiscal Year, together with any additional taxTax-related information in the possession of the Company that such Member may reasonably and timely request in order to properly prepare its own income Tax Returns.

Company Tax Returns. The United States federal income Tax Returns for the Company and all other Tax Returns of the Company shall be prepared by the Manager in accordance with the Management Services Agreement and as directed by the Managing Member in Consultation with the other Members. If a Member notifies the Managing Member that any real property Taxes with respect to the Systems were assessed against or invoiced to such Member, then the The Managing Member will cause file Tax Returns that are consistent with the Company to pay such Taxes assumptions in full and in a timely mannerthe Base Case Model, provided, further, unless it decides that with respect to each Tax Year ending it cannot do so on the last Friday advice of November, counsel or on the Managing Member will cause the Company to prepare preliminary Tax Returns and issue preliminary K-1’s to the Members no later than February 1 advice of the following accountants preparing the Tax YearReturns, in which case it will act consistently with such advice, but only after Consultation with the other Members. The Managing Member, in Consultation with the other Members, may extend the time for filing any such Tax Returns as provided for under applicable statutes; provided that, in the event of any such extension, the Managing Member shall provide the other Members with an estimate of the Taxes owed within 20 days of the filing of such extension, provided further, that with respect to each Tax Year ending on or prior to August 31, 2011, the Managing Member will cause Company to prepare preliminary Tax Returns and issue preliminary K-1’s to the Members no later than September 30 of each such Tax Year; provided that for the Tax Year ending December 31, 2009, the Managing Member will cause Company to file its preliminary Tax Returns and issue preliminary K-1’s to the Members no later than March 31, 2010. At the Company’s expense, the Managing Member shall cause the Company to retain an Accounting Firm to prepare or review and sign the necessary federal and state income Tax Returns and information returns for the Company. Each Member shall provide such information, if any, as may be reasonably needed by the Company for purposes of preparing such Tax Returns, provided that such information is readily available from regularly maintained accounting records. At least 30 days prior to filing the federal and state income Tax Returns other than and information returns, the Managing Member shall cause the Administrator Manager to deliver to the other Members for their review a copy of the Company’s federal and state income Tax Returns, excluding Returns and information returns, returns in the form proposed to be filed for each Fiscal Year together with a notice of any inconsistencies with the Base Case ModelTax Year, and shall cause the Administrator Manager to incorporate all reasonable changes or comments to such proposed Tax Returns and information returns requested by the other Members (who shall be required to make all reasonable efforts to provide such changes or comments in a reasonable amount of time) at least 10 days prior to the filing date for such returns. The dispute provisions under Section 11.11 may be invoked if Class B Members owning more than 50% of the Class B Membership Interests disagree with a position taken on any Tax Return; provided that the Accounting Firm preparing the Tax Return still must be able to sign the Tax Return consistent with the resolution of the dispute; provided, further that if the dispute process would not be completed by the date that the Tax Return must be filed under this Section 7.6, then the Managing Member will cause the Company to file the Tax Return as originally prepared by the required date, but the Managing Member may be required to cause the Company to amend the Tax Return after a conclusion is reached in the dispute process; and provided still further that in the event such challenge confirms the original position in question, the challenging Class B Member shall promptly pay all of the Accounting Firm’s reasonable fees and expenses incurred in connection with such challenge. After taking into account any such requested changes, the Managing Member shall cause the Company to timely file, taking into account any applicable extensions, such Tax Returns. Within 20 days after filing such federal and state income Tax Returns and information returns, the Managing Member shall cause the Company to deliver to each Member a copy of the Company’s federal and state income Tax Returns and information returns as filed for each Fiscal Tax Year, together with any additional tax-related information in the possession of the Company that such Member may reasonably and timely request in order to properly prepare its own income Tax Returns.

Company Tax Returns. The United States federal income Tax Returns for the Company and all other Tax Returns of the Company shall be prepared in a manner consistent with the Private Letter Ruling and as directed by the Managing Administrative Member in Consultation with the other Members. If a Member notifies the Managing Member that any real property Taxes with respect to the Systems were assessed against or invoiced to such Member, then the Managing Member will cause the Company to pay such Taxes in full and in a timely manner, provided, further, that with respect to each Tax Year ending on the last Friday of November, the Managing Member will cause the Company to prepare preliminary Tax Returns and issue preliminary K-1’s to the Members no later than February 1 of the following Tax Year. The Managing Administrative Member, in Consultation with the other Members, may extend the time for filing any such Tax Returns as provided for under applicable statutes; provided that, in the event of any such extension, the Managing Member shall provide the other Members with an estimate of the Taxes owed within 20 days of the filing of such extension. At the Company’s 's expense, the Managing Administrative Member shall cause the Company to retain an the Accounting Firm to prepare or review and sign the necessary federal and state income Tax Returns and information returns for the Company. Each Member shall provide such information, if any, as may be reasonably needed by the Company for purposes of preparing such Tax Returns, provided that such information is readily available from regularly maintained accounting records. At least 30 days prior to filing the federal and state income Tax Returns other than and information returns, the Managing Administrative Member shall cause the Administrator to deliver to the other Members for their review a copy of the Company’s 's federal and state income Tax Returns, excluding Returns and information returns, returns in the form proposed to be filed for each Fiscal Year together with a notice of any inconsistencies with the Base Case ModelYear, and shall cause the Administrator to incorporate all reasonable changes or comments to such proposed Tax Returns and information returns requested by the other Members (who shall be required to make all reasonable efforts to provide such changes or comments in a reasonable amount of time) at least 10 ten days prior to the filing date for such returns. The dispute provisions under Section 11.11 may be invoked if Class B Members owning more than 50% of the Class B Membership Interests disagree with a position taken on any Tax Return; provided that the Accounting Firm preparing the Tax Return still must be able to sign the Tax Return consistent with the resolution of the dispute; provided, further that if the dispute process would not be completed by the date that the Tax Return must be filed under this Section 7.6, then the Managing Member will cause the Company to file the Tax Return as originally prepared by the required date, but the Managing Member may be required to cause the Company to amend the Tax Return after a conclusion is reached in the dispute process; and provided still further that in the event such challenge confirms the original position in question, the challenging Class B Member shall promptly pay all of the Accounting Firm’s reasonable fees and expenses incurred in connection with such challenge. After taking into account any such requested changes, the Managing Administrative Member shall cause the Company to timely file, taking into account any applicable extensions, such Tax Returns. Within 20 days after filing such federal and state income Tax Returns and information returns, the Managing Administrative Member shall cause the Company to deliver to each Member a copy of the Company’s 's federal and state income Tax Returns and information returns as filed for each Fiscal Year, together with any additional tax-related information in the possession of the Company that such Member may reasonably and timely request in order to properly prepare its own income Tax Returns.

Company Tax Returns. The United States federal income Tax Returns for (a) If the Company and all other Tax Returns of the Company Effective Time occurs on or prior to December 31, 2015, Buyer shall prepare, or cause to be prepared as directed by the Managing Member in Consultation with the other Members. If a Member notifies the Managing Member that any real property Taxes with respect to the Systems were assessed against or invoiced to such Memberprepared, then the Managing Member will cause the Company to pay such Taxes in full and in a timely manner, provided, further, that with respect to each Tax Year ending on the last Friday of November, the Managing Member will cause the Company to prepare preliminary Tax Returns and issue preliminary K-1’s to the Members no later than February 1 of the following Tax Year. The Managing Member, in Consultation with the other Members, may extend the time for filing any such Tax Returns as provided for under applicable statutes; provided that, in the event of any such extension, the Managing Member shall provide the other Members with an estimate of the Taxes owed within 20 days of the filing of such extension. At the Company’s at its expense, the Managing Member shall cause the Company to retain an Accounting Firm to prepare or review and sign the necessary all federal and state income Tax Returns for the 2015 fiscal year in accordance with the past practices of the Company (the “2015 Tax Returns”) and provide copies thereof to Shareholder at least 30 days in advance of filing. The 2015 Tax Returns shall not be filed without the prior written approval thereof by Shareholder; provided, however, that Shareholder may not revise such returns or withhold such approval with respect to the allocation of the Merger Consideration to the extent that the information returns on the 2015 Tax Returns is consistent with the calculations described in Section 2.4 hereof. If Shareholder does not object in writing to such 2015 Tax Returns within 15 days of his receipt of any such 2015 Tax Return, Shareholder shall be deemed to have approved such 2015 Tax Return. Buyer shall share, and shall cause its tax preparer to share, with Shareholder any work papers and other information supporting the 2015 Tax Returns as prepared by or on behalf of Buyer. (b) If the Effective Time occurs after December 31, 2015, the Company shall prepare, or cause to be prepared, at its expense, the 2015 Tax Returns in accordance with the past practices of the Company and provide copies thereof to Buyer at least 30 days in advance of filing for review and comment, and Buyer shall have 15 days to provide any comments or requested changes. The Company shall incorporate all comments and requested changes of Buyer (i) for which the Company reasonably determines that there is at least more likely than not authority for such position and (ii) which do not result in any indemnification, tax, or other expense for the Company or Shareholder with respect to the return period. The Company shall share, and shall cause its tax preparer to share, with Buyer any work papers and other information supporting the 2015 Tax Returns as prepared by or on behalf of the Company. Each Member shall provide such informationNotwithstanding the forgoing, if anythe Effective Time occurs after December 31, as may be reasonably needed by the Company for purposes of preparing such Tax Returns2015, provided that such information is readily available from regularly maintained accounting records. At least 30 days but prior to the due date of any 2015 Tax Return (taking into account any extensions of time to file), the preparation and filing of such return shall be governed by Section 2.5(a) hereof rather than this Section 2.5(b). (c) If the Effective time occurs after December 31, 2015, Buyer shall prepare, or cause to be prepared, all federal and state income Tax Return for the 2016 fiscal year in accordance with the past practices of the Company (the “2016 Tax Return”) and provide copies thereof to Shareholder at least 30 days in advance of filing. The 2016 Tax Returns other than information returnsshall not be filed without the prior written approval thereof by Shareholder; provided, the Managing Member shall cause the Administrator to deliver however, that Shareholder may not revise such return or withhold such approval with respect to the other Members for their review a copy allocation of the Company’s federal and state income Merger Consideration to the extent that the information on the 2016 Tax Returns, excluding information returns, Returns is consistent with the calculations described in the form proposed Section 2.4 hereof. If Shareholder does not object in writing to be filed for each Fiscal Year together with a notice such 2016 Tax Returns within 15 days of his receipt of any inconsistencies with the Base Case Modelsuch 2016 Tax Return, Shareholder shall be deemed to have approved such 2016 Tax Return. Buyer shall share, and shall cause the Administrator tax preparer to incorporate all reasonable changes or comments to such proposed Tax Returns requested by share, with Shareholder any work papers and other information supporting the other Members (who shall be required to make all reasonable efforts to provide such changes or comments in a reasonable amount of time) at least 10 days prior to the filing date for such returns. The dispute provisions under Section 11.11 may be invoked if Class B Members owning more than 50% of the Class B Membership Interests disagree with a position taken on any Tax Return; provided that the Accounting Firm preparing the Tax Return still must be able to sign the Tax Return consistent with the resolution of the dispute; provided, further that if the dispute process would not be completed by the date that the Tax Return must be filed under this Section 7.6, then the Managing Member will cause the Company to file the 2016 Tax Return as originally prepared by or on behalf of Buyer. (d) The 2015 Tax Returns and the required date, but the Managing Member may 2016 Tax Returns shall be required to cause the Company to amend the Tax Return after a conclusion is reached in the dispute process; and provided still further that in the event such challenge confirms the original position in question, the challenging Class B Member shall promptly pay all of the Accounting Firm’s reasonable fees and expenses incurred in connection with such challenge. After timely filed (taking into account any such requested changesextensions of time within which to file, as approved by Buyer and Shareholder) by the party responsible for preparation thereof. If Buyer and Shareholder are unable to reach any agreement required under this Section 2.5 with respect to the form or content of any of the 2015 Tax Returns or the 2016 Tax Returns, the Managing Member dispute shall cause the Company be resolved by a Big 4 accounting firm using mediation and arbitration procedures analogous to timely file, taking into account any applicable extensions, such Tax Returns. Within 20 days after filing such federal and state income Tax Returns and information returns, the Managing Member shall cause the Company to deliver to each Member a copy of the Company’s federal and state income Tax Returns and information returns as filed for each Fiscal Year, together with any additional tax-related information those set forth in the possession of the Company that such Member may reasonably and timely request in order to properly prepare its own income Tax ReturnsSection 2.4(a).

Company Tax Returns. The United States federal income Tax Returns for the Company and all other Tax Returns of the Company shall be prepared as directed by the Managing Class B Member in Consultation with the other Members. The Class A Member shall provide the Class B Member with all information possessed by the Class A Member and necessary for the preparation of the Tax Returns of the Company. If a Member notifies the Managing Member that any real property Taxes with respect to the Systems Project were assessed against or invoiced to such Member, then the Managing Member will cause the Company to pay such Taxes in full and in a timely mannermanner and, providedas appropriate, further, that with allocate such cost to either the Existing Systems Income and Losses or the New Systems Income and Losses. With respect to each Tax Year ending on the last Friday of NovemberYear, the Managing Class B Member will cause the Company to prepare preliminary Tax Returns and issue preliminary K-1’s to the Members no later than February March 1 of the following Tax Year. The Managing Class B Member, in Consultation with the other Members, may extend the time for filing any such Tax Returns as provided for under applicable statutes; provided that, in the event of any such extension, the Managing Class B Member shall provide each of the other Members with an estimate of such Member’s distributive share of each category of tax items of the Taxes owed Company described in Section 702(a) of the Code for such Tax Year within 20 days of the filing of such extension. At the Company’s expense, the Managing Class B Member shall may cause the Company to retain an Accounting Firm to prepare or review and sign the necessary federal and state income Tax Returns and information returns for the Company. Each Member shall provide such information, if any, as may be reasonably needed by the Company for purposes of preparing such Tax Returns, provided that such information is readily available from regularly maintained accounting records. At least 30 days prior to filing the federal and state income Tax Returns other Returns, which shall be filed no later than information returns, September 15th of each calendar year the Managing Class B Member shall cause the Administrator to deliver to the other Members for their review a copy of the Company’s federal and state income Tax Returns, excluding information returns, Returns in the form proposed to be filed for each Fiscal Year together with a notice of any inconsistencies with the Base Case Model, and shall cause the Administrator to incorporate all reasonable changes or comments to such proposed Tax Returns requested by the other Members (who shall be required to make all reasonable efforts to provide such changes or comments in a reasonable amount of time) at least 10 days prior to the filing date for such returns. The dispute provisions under Section 11.11 may be invoked if Class B Members owning more than 50% of the Class B Membership Interests disagree other Member disagrees with a position taken on any Tax Return; provided that the Accounting Firm preparing the Tax Return still must be able to sign the Tax Return consistent with the resolution of the dispute; provided, further that if the dispute process would not be completed by the date that the Tax Return must be filed under this Section 7.6, then the Managing Class B Member will cause the Company to file the Tax Return as originally prepared by the required date, but the Managing Class B Member may be required to cause the Company to amend the Tax Return after a conclusion is reached in the dispute process; and provided still further that in the event such challenge confirms the original position in question, the challenging Class B Member shall promptly pay all of the Accounting Firm’s reasonable fees and expenses incurred in connection with such challenge. After taking into account any such requested changes, the Managing Class B Member shall cause the Company to timely file, taking into account any applicable extensions, such Tax Returns. Within 20 days after filing such federal and state income Tax Returns and information returns, the Managing Class B Member shall cause the Company to deliver to each Member a copy of the Company’s federal and state income Tax Returns and information returns as filed for each Fiscal Year, together with any additional tax-related information in the possession of the Company that such Member may reasonably and timely request in order to properly prepare its own income Tax Returns.

Company Tax Returns. (i) The Tax Matters Member will prepare or cause to be prepared all required domestic and foreign tax returns and information returns of the Company, drafts of which shall be furnished to the Members within ninety (90) days following the close of each fiscal year. Final returns shall be filed within one hundred eighty (180) days following each year end. The Company shall pay for all reasonable out‑of‑pocket expenses (including accounting fees, if any) in connection with such preparation (it being understood that the Tax Matters Member shall not receive any compensation from the Company for preparing such returns). Any Member may, at its own expense, engage a third party to review the tax returns and information returns prepared by the Tax Matters Member pursuant to the preceding sentence. The Tax Matters Member shall not file any such return without the approval of any Member that constitutes a “notice partner” (as defined in Section 6231(a)(8) of the Code) (as in effect for tax years beginning prior to January 1, 2018 and determined without regard to whether any informational or procedural steps associated with obtaining such status have been complied with) of the Company, which approval shall not be unreasonably withheld, conditioned or delayed. Such “notice partner” Member shall be deemed to have given such approval if such Member does not indicate its written objection (which may be delivered by facsimile) to the Tax Matters Member within twenty (20) days of the date that such Member receives a draft of such return. If a “notice partner” Member does not approve of any proposed filing of a return by the Tax Matters Member, such Member and the Tax Matters Member shall seek, in good faith, to resolve their disagreement. If a “notice partner” Member and the Tax Matters Member cannot resolve their disagreement within ten (10) days of receipt of the “notice partner” Member's written objection by the Tax Matters Member, either of such Member or the Tax Matters Member may request, in writing with a copy sent to the other Member, that the disagreement be resolved by the Company's independent public accountants and the independent public accountants shall be instructed to resolve the dispute in such manner consistent with this Agreement as they believe will properly maximize, in the aggregate, the United States federal federal, state and local income tax advantages and will properly *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. minimize, in the aggregate, the United States federal, state, and local income tax detriments, available to the Company's Members. The independent public accountants shall provide their written resolution of the disagreement to both the “notice partner” Member and the Tax Returns for Matters Member within fifteen (15) days from the Company date that the independent public accountants were requested to resolve such disagreement. Any and all other Tax Returns of the Company tax returns shall be prepared as in a manner directed by the Managing Tax Matters Member in Consultation consistent with the other Members. If a Member notifies the Managing Member that any real property Taxes with respect to the Systems were assessed against or invoiced to such Member, then the Managing Member will cause the Company to pay such Taxes in full and in a timely manner, provided, further, that with respect to each Tax Year ending on the last Friday terms of November, the Managing Member will cause the Company to prepare preliminary Tax Returns and issue preliminary K-1’s to the Members no later than February 1 of the following Tax Year. The Managing Member, in Consultation with the other Members, may extend the time for filing any such Tax Returns as provided for under applicable statutes; provided that, in the event of any such extension, the Managing Member shall provide the other Members with an estimate of the Taxes owed within 20 days of the filing of such extension. At the Company’s expense, the Managing Member shall cause the Company to retain an Accounting Firm to prepare or review and sign the necessary federal and state income Tax Returns and information returns for the Companythis Agreement. Each Member shall provide such information, if any, as may be reasonably needed requested by the Company for purposes of preparing such Tax Returns, provided that such information is readily available from regularly maintained accounting records. At least 30 days prior to filing the federal tax and state income Tax Returns other than information returns, the Managing . (ii) The Tax Matters Member shall cause the Administrator to deliver to the other Members for their review furnish a copy of all filed domestic and foreign tax returns and information returns for the Company to each of the Members. In addition, upon reasonable written notice provided to the Company by a Member (and as otherwise required by Applicable Law), the Company shall furnish such Member, on a timely basis, with all information relating to the Company required to be reported in any United States federal, state or local tax return of such Member, including a report indicating such Member's allocable share for United States federal income tax purposes of the Company’s 's income, gain, credits, losses and deductions. (iii) The Members agree that the Company shall be treated as a partnership for United States federal income tax purposes. The Members agree to (A) approve electing partnership status with respect to the Company with the United States Internal Revenue Service and such other state income Tax Returnsand local taxing authorities as may be appropriate and to cooperate in providing all consents, excluding signatures, documents and such other information returnsas may be required with respect thereto and (B) report all “partnership items” (as defined in Section 6231(a)(3) of the Code) (as in effect for tax years beginning prior to January 1, in 2018) of the form proposed Company consistent with such classification of the Company for United States federal, state and local tax purposes and with the returns filed by the Company; provided, however, that if any Member intends to be filed for each Fiscal Year together with file a notice of any inconsistencies with inconsistent treatment under Section 6222(b) of the Base Case ModelCode, and shall cause the Administrator to incorporate all reasonable changes or comments to such proposed Tax Returns requested by the other Members (who shall be required to make all reasonable efforts to provide such changes or comments in a reasonable amount of time) Member shall, at least 10 thirty (30) days prior to the filing date for of such returns. The dispute provisions under Section 11.11 may be invoked if Class B notice, notify in writing the other Members owning more than 50% of such intent and such Member's intended treatment of the Class B Membership Interests disagree with a position taken on any Tax Return; provided that the Accounting Firm preparing the Tax Return still must be able to sign the Tax Return consistent item which is (or may be) inconsistent with the resolution treatment of the dispute; provided, further that if the dispute process would not be completed item by the date that the Tax Return must be filed under this Section 7.6, then the Managing Member will cause the Company to file the Tax Return as originally prepared by the required date, but the Managing Member may be required to cause the Company to amend the Tax Return after a conclusion is reached in the dispute process; and provided still further that in the event such challenge confirms the original position in question, the challenging Class B Member shall promptly pay all of the Accounting Firm’s reasonable fees and expenses incurred in connection with such challenge. After taking into account any such requested changes, the Managing Member shall cause the Company to timely file, taking into account any applicable extensions, such Tax Returns. Within 20 days after filing such federal and state income Tax Returns and information returns, the Managing Member shall cause the Company to deliver to each Member a copy of the Company’s federal and state income Tax Returns and information returns as filed for each Fiscal Year, together with any additional tax-related information in the possession of the Company that such Member may reasonably and timely request in order to properly prepare its own income Tax Returns.

Company Tax Returns. The United States federal income Tax Returns for the Company and all other Tax Returns of the Company with respect to taxable years ending after the date hereof (the “Company Tax Returns”) shall be prepared as directed by the Managing Member Manager in Consultation with the other Members. If a Member notifies , subject, in the Managing Member that any real property Taxes with respect case, of federal and state income Company Tax Returns, to the Systems were assessed against or invoiced to such Member, then the Managing Member will cause the Company to pay such Taxes in full and in a timely manner, provided, further, that with respect to each Tax Year ending on the last Friday of November, the Managing Member will cause the Company to prepare preliminary Tax Returns and issue preliminary K-1’s to the Members no later than February 1 of the following Tax Yearthis Section 7.6. The Managing MemberManager, in Consultation with the other Members, may extend the time for filing any such Company Tax Returns as provided for under applicable statutes; provided thatprovided, however, that in the event of any such extensionall events, the Managing Member shall provide the other Members with an estimate United States federal income tax return of the Taxes owed within 20 days Company and all applicable state and local income tax returns shall be filed no later than the first day of the filing eighth month following the end of such extensionthe applicable taxable period. At the Company’s expense, the Managing Member Manager shall cause the Company to retain an the Accounting Firm to prepare or review and sign the necessary federal and state income Company Tax Returns and information returns for the CompanyReturns. Each Member shall provide such information, if any, as may be reasonably needed necessary by the Company for purposes of preparing such Company Tax Returns, provided that such information is readily available from regularly maintained accounting records. At least 30 ninety (90) days prior to filing the federal and state income Company Tax Returns other than information returnsReturns, the Managing Member Manager shall cause the Administrator to deliver to the other Members for their review review, a copy of the Company’s federal and state income Company Tax Returns, excluding information returns, Returns in the form proposed to be filed for each Fiscal Year together with a notice of any inconsistencies with the Base Case ModelYear, and shall cause the Administrator to incorporate all reasonable changes or comments to such proposed Company Tax Returns requested in good faith by the other Members (who shall be required to make all reasonable efforts to provide such changes or comments in a reasonable amount of time) at least 10 sixty (60) days prior to the filing date for such returns. The dispute provisions under Section 11.11 may If the Manager and the Class A Member or any other Member disagree as to any reasonably requested change to be invoked if Class B Members owning made to one or more than 50% of the Class B Membership Interests disagree Company Tax Returns, as proposed in accordance with a the preceding sentence, and the Manager and such Member(s) do not reach agreement as to such matter at least fifty (50) days prior to the filing date of the applicable Company Tax Return, the unresolved matter shall be referred to the Independent Accountant to determine whether the filing position with respect to each such unresolved matter as proposed by the Manager or the requesting Member is more likely to be sustained on its merits by the applicable Tax Authority, and the filing position so determined by the Independent Accountant shall be the filing position taken on any Tax Return; provided that the Accounting Firm preparing the Tax Return still must be able to sign the Tax Return consistent with the resolution of the dispute; provided, further that if the dispute process would not be completed by the date that Company for purposes of filing the applicable Company Tax Return must be filed under this Section 7.6, then the Managing Member will cause the Company to file the Tax Return as originally prepared by the required date, but the Managing Member may be required to cause the Company to amend the Tax Return after a conclusion is reached in the dispute process; and provided still further that in the event such challenge confirms the original position in question, the challenging Class B Member shall promptly pay all of the Accounting Firm’s reasonable fees and expenses incurred in connection with such challengeReturns. After taking into account any such requested changes, the Managing Member The Manager thereafter shall cause the Company to timely filefile such Company Tax Returns in accordance with the foregoing, taking into account any applicable extensionsextensions (but in all events, within the time periods required by the second sentence of this Section 7.6); provided, that if the Independent Accountant does not render a decision prior to the applicable time period required by the second sentence of this Section 7.6 the Manager shall file the applicable Company Tax Return utilizing the filing position that it determines is more likely than not to be sustained on its merits by the applicable Tax Authority and, if the Independent Accountant subsequently adopts the other filing position, the Manager shall file with the applicable Tax Authority an amendment to the applicable Company Tax Return to reflect such Tax Returnsfiling position. Within 20 ten (10) days after filing such federal and state income Company Tax Returns and information returnsReturns, the Managing Member Manager shall cause the Company to deliver to each Member a copy of the Company’s federal and state income Tax Returns and information returns as filed for each Fiscal Year, together with any additional tax-related information in the possession of the Company that such Member may reasonably and timely request in order to properly prepare its own income Tax Returns.

Company Tax Returns. The United States federal income Tax Returns for the Company and all other Tax Returns of the Company shall be prepared as directed by the Managing Member in Consultation with the other Members. If a Member notifies the Managing Member that any real property Taxes with respect to the Systems were assessed against or invoiced to such Member, then the Managing Member will cause the Company to pay such Taxes in full and in a timely manner, provided, further, that with respect to each Tax Year ending on the last Friday of November, the Managing Member will cause the Company to prepare preliminary Tax Returns and issue preliminary K-1’s to the Members no later than February 1 of the following Tax Year. The Managing Member, in Consultation with the other Members, may extend the time for filing any such Tax Returns as provided for under applicable statutes; provided that, in the event of any such extension, the Managing Member shall provide the other Members with an estimate of the Taxes owed within 20 days of the filing of such extension. At the Company’s expense, the Managing Member shall cause the Company to retain an Accounting Firm to prepare or review and sign the necessary federal and state income Tax Returns and information returns for the Company. Each Member shall provide such information, if any, as may be reasonably needed by the Company for purposes of preparing such Tax Returns, provided that such information is readily available from regularly maintained accounting records. At least 30 days prior to filing the federal and state income Tax Returns other than information returns, the Managing Member shall cause the Administrator to deliver to the other Members for their review a copy of the Company’s federal and state income Tax Returns, excluding information returns, in the form proposed to be filed for each Fiscal Year together with a notice of any inconsistencies with the Base Case Model, and shall cause the Administrator to incorporate all reasonable changes or comments to such proposed Tax Returns requested by the other Members (who shall be required to make all reasonable efforts to provide such changes or comments in a reasonable amount of time) at least 10 days prior to the filing date for such returns. The dispute provisions under Section 11.11 may be invoked if Class B Members owning more than 50% of the Class B Membership Interests disagree with a position taken on any Tax Return; provided that the Accounting Firm preparing the Tax Return still must be able to sign the Tax Return consistent with the resolution of the dispute; provided, further that if the dispute process would not be completed by the date that the Tax Return must be filed under this Section 7.6, then the Managing Member will cause the Company to file the Tax Return as originally prepared by the DM_US 159585344-17.085887.0029 required date, but the Managing Member may be required to cause the Company to amend the Tax Return after a conclusion is reached in the dispute process; and provided still further that in the event such challenge confirms the original position in question, the challenging Class B Member shall promptly pay all of the Accounting Firm’s reasonable fees and expenses incurred in connection with such challenge. After taking into account any such requested changes, the Managing Member shall cause the Company to timely file, taking into account any applicable extensions, such Tax Returns. Within 20 days after filing such federal and state income Tax Returns and information returns, the Managing Member shall cause the Company to deliver to each Member a copy of the Company’s federal and state income Tax Returns and information returns as filed for each Fiscal Year, together with any additional tax-related information in the possession of the Company that such Member may reasonably and timely request in order to properly prepare its own income Tax Returns.

Company Tax Returns. (i) The Tax Matters Member will prepare or cause to be prepared all required domestic and foreign tax returns and information returns of the Company, drafts of which shall be furnished to the Members within ninety (90) days following the close of each fiscal year. Final returns shall be filed within one hundred eighty (180) days following each year end. The Company shall pay for all reasonable out-of-pocket expenses (including accounting fees, if any) in connection with such preparation (it being understood that the Tax Matters Member shall not receive any compensation from the Company for preparing such returns). Any Member may, at its own expense, engage a third party to review the tax returns and information returns prepared by the Tax Matters Member pursuant to the preceding sentence. The Tax Matters Member shall not file any such return without the approval of any Member that constitutes a “notice partner” (as defined in Section 6231(a)(8) of the Code) of the Company, which approval shall not be unreasonably withheld, conditioned or delayed. Such “notice partner” Member shall be deemed to have given such approval if such Member does not indicate its written objection (which may be delivered by facsimile) to the Tax Matters Member within twenty (20) days of the date that such Member receives a draft of such return. If a “notice partner” Member does not approve of any proposed filing of a return by the Tax Matters Member, such Member and the Tax Matters Member shall seek, in good faith, to resolve their disagreement. If a “notice partner” Member and the Tax Matters Member cannot resolve their disagreement within ten (10) days of receipt of the “notice partner” Member’s written objection by the Tax Matters Member, either of such Member or the Tax Matters Member may request, in writing with a copy sent to the other Member, that the disagreement be resolved by the Company’s independent public accountants and the independent public accountants shall be instructed to resolve the dispute in such manner as they believe will properly maximize, in the aggregate, the United States federal federal, state and local income tax advantages and will properly minimize, in the aggregate, the United States federal, state, and local income tax detriments, available to the Company’s Members. The independent public accountants shall provide their written resolution of the disagreement to both the “notice partner” Member and the Tax Returns Matters Member *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Company Securities Exchange Act. within fifteen (15) days from the date that the independent public accountants were requested to resolve such disagreement. Any and all other Tax Returns of the Company tax returns shall be prepared as in a manner directed by the Managing Tax Matters Member in Consultation consistent with the other Members. If a Member notifies the Managing Member that any real property Taxes with respect to the Systems were assessed against or invoiced to such Member, then the Managing Member will cause the Company to pay such Taxes in full and in a timely manner, provided, further, that with respect to each Tax Year ending on the last Friday terms of November, the Managing Member will cause the Company to prepare preliminary Tax Returns and issue preliminary K-1’s to the Members no later than February 1 of the following Tax Year. The Managing Member, in Consultation with the other Members, may extend the time for filing any such Tax Returns as provided for under applicable statutes; provided that, in the event of any such extension, the Managing Member shall provide the other Members with an estimate of the Taxes owed within 20 days of the filing of such extension. At the Company’s expense, the Managing Member shall cause the Company to retain an Accounting Firm to prepare or review and sign the necessary federal and state income Tax Returns and information returns for the Companythis Agreement. Each Member shall provide such information, if any, as may be reasonably needed requested by the Company for purposes of preparing such Tax Returns, provided that such information is readily available from regularly maintained accounting records. At least 30 days prior to filing the federal tax and state income Tax Returns other than information returns. (ii) The Tax Matters Member shall furnish a copy of all filed domestic and foreign tax returns and information returns for the Company to each of the Members. In addition, (A) within seventy five (75) days following the end of each fiscal year (and as otherwise required by Applicable Law), the Managing Company shall furnish each Member shall cause the Administrator to deliver with all information relating to the other Members Company required to be reported in any United States federal, state or local tax return of such Member, including a report indicating such Member’s allocable share for their review a copy United States federal income tax purposes of the Company’s income, gain, credits, losses and deductions, and including a Schedule K-1, and (B) within thirty (30) days following the end of each fiscal quarter, the Company shall furnish each Member with a report of such Member’s allocable share of the Company’s estimated quarterly income for purposes of making estimated tax payments. (iii) The Members agree that the Company shall be treated as a partnership for United States federal income tax purposes. The Members agree to (A) approve electing partnership status with respect to the Company with the United States Internal Revenue Service and such other state income Tax Returnsand local taxing authorities as may be appropriate and to cooperate in providing all consents, excluding signatures, documents and such other information returnsas may be required with respect thereto and (B) report all “partnership items” (as defined in Section 6231(a)(3) of the Code) of the Company consistent with such classification of the Company for United States federal, in state and local tax purposes and with the form proposed returns filed by the Company; provided, however, that if any Member intends to be filed for each Fiscal Year together with file a notice of any inconsistencies with inconsistent treatment under Section 6222(b) of the Base Case ModelCode, and shall cause the Administrator to incorporate all reasonable changes or comments to such proposed Tax Returns requested by the other Members (who shall be required to make all reasonable efforts to provide such changes or comments in a reasonable amount of time) Member shall, at least 10 thirty (30) days prior to the filing date for of such returns. The dispute provisions under Section 11.11 may be invoked if Class B notice, notify in writing the other Members owning more than 50% of such intent and such Member’s intended treatment of the Class B Membership Interests disagree with a position taken on any Tax Return; provided that the Accounting Firm preparing the Tax Return still must be able to sign the Tax Return consistent item which is (or may be) inconsistent with the resolution treatment of the dispute; provided, further that if the dispute process would not be completed item by the date that the Tax Return must be filed under this Section 7.6, then the Managing Member will cause the Company to file the Tax Return as originally prepared by the required date, but the Managing Member may be required to cause the Company to amend the Tax Return after a conclusion is reached in the dispute process; and provided still further that in the event such challenge confirms the original position in question, the challenging Class B Member shall promptly pay all of the Accounting Firm’s reasonable fees and expenses incurred in connection with such challenge. After taking into account any such requested changes, the Managing Member shall cause the Company to timely file, taking into account any applicable extensions, such Tax Returns. Within 20 days after filing such federal and state income Tax Returns and information returns, the Managing Member shall cause the Company to deliver to each Member a copy of the Company’s federal and state income Tax Returns and information returns as filed for each Fiscal Year, together with any additional tax-related information in the possession of the Company that such Member may reasonably and timely request in order to properly prepare its own income Tax Returns.

Company Tax Returns. (i) The Tax Matters Member will prepare or cause to be prepared all required domestic and foreign tax returns and information returns of the Company, drafts of which shall be furnished to the Members within ninety (90) days following the close of each fiscal year. Final returns shall be filed within one hundred eighty (180) days following each year end. The Company shall pay for all reasonable out-of-pocket expenses (including accounting fees, if any) in connection with such preparation (it being understood that the Tax Matters Member shall not receive any compensation from the Company for preparing such returns). Any Member may, at its own expense, engage a third party to review the tax returns and information returns prepared by the Tax Matters *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. Member pursuant to the preceding sentence. The Tax Matters Member shall not file any such return without the approval of any Member that constitutes a “notice partner” (as defined in Section 6231(a)(8) of the Code) of the Company, which approval shall not be unreasonably withheld, conditioned or delayed. Such “notice partner” Member shall be deemed to have given such approval if such Member does not indicate its written objection (which may be delivered by facsimile) to the Tax Matters Member within twenty (20) days of the date that such Member receives a draft of such return. If a “notice partner” Member does not approve of any proposed filing of a return by the Tax Matters Member, such Member and the Tax Matters Member shall seek, in good faith, to resolve their disagreement. If a “notice partner” Member and the Tax Matters Member cannot resolve their disagreement within ten (10) days of receipt of the “notice partner” Member’s written objection by the Tax Matters Member, either of such Member or the Tax Matters Member may request, in writing with a copy sent to the other Member, that the disagreement be resolved by the Company’s independent public accountants and the independent public accountants shall be instructed to resolve the dispute in such manner as they believe will properly maximize, in the aggregate, the United States federal federal, state and local income tax advantages and will properly minimize, in the aggregate, the United States federal, state, and local income tax detriments, available to the Company’s Members. The independent public accountants shall provide their written resolution of the disagreement to both the “notice partner” Member and the Tax Returns for Matters Member within fifteen (15) days from the Company date that the independent public accountants were requested to resolve such disagreement. Any and all other Tax Returns of the Company tax returns shall be prepared as in a manner directed by the Managing Tax Matters Member in Consultation consistent with the other Members. If a Member notifies the Managing Member that any real property Taxes with respect to the Systems were assessed against or invoiced to such Member, then the Managing Member will cause the Company to pay such Taxes in full and in a timely manner, provided, further, that with respect to each Tax Year ending on the last Friday terms of November, the Managing Member will cause the Company to prepare preliminary Tax Returns and issue preliminary K-1’s to the Members no later than February 1 of the following Tax Year. The Managing Member, in Consultation with the other Members, may extend the time for filing any such Tax Returns as provided for under applicable statutes; provided that, in the event of any such extension, the Managing Member shall provide the other Members with an estimate of the Taxes owed within 20 days of the filing of such extension. At the Company’s expense, the Managing Member shall cause the Company to retain an Accounting Firm to prepare or review and sign the necessary federal and state income Tax Returns and information returns for the Companythis Agreement. Each Member shall provide such information, if any, as may be reasonably needed requested by the Company for purposes of preparing such Tax Returns, provided that such information is readily available from regularly maintained accounting records. At least 30 days prior to filing the federal tax and state income Tax Returns other than information returns. (ii) The Tax Matters Member shall furnish a copy of all filed domestic and foreign tax returns and information returns for the Company to each of the Members. In addition, upon reasonable written notice provided to the Company by a Member (and as otherwise required by Applicable Law), the Managing Member Company shall cause the Administrator to deliver furnish such Member, on a timely basis, with all information relating to the other Members Company required to be reported in any United States federal, state or local tax return of such Member, including a report indicating such Member’s allocable share for their review a copy United States federal income tax purposes of the Company’s income, gain, credits, losses and deductions. (iii) The Members agree that the Company shall be treated as a partnership for United States federal income tax purposes. The Members agree to (A) approve electing partnership status with respect to the Company with the United States Internal Revenue Service and such other state income Tax Returnsand local taxing authorities as may be appropriate and to cooperate in providing all consents, excluding signatures, documents and such other information returnsas may be required with respect thereto and (B) report all “partnership items” (as defined in Section 6231(a)(3) of the Code) of the Company consistent with such classification of the Company for United States federal, in state and local tax purposes and with the form proposed returns filed by the Company; provided, however, that if any Member intends to be filed for each Fiscal Year together with file a notice of any inconsistencies *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Base Case ModelSecurities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. inconsistent treatment under Section 6222(b) of the Code, and shall cause the Administrator to incorporate all reasonable changes or comments to such proposed Tax Returns requested by the other Members (who shall be required to make all reasonable efforts to provide such changes or comments in a reasonable amount of time) Member shall, at least 10 thirty (30) days prior to the filing date for of such returns. The dispute provisions under Section 11.11 may be invoked if Class B notice, notify in writing the other Members owning more than 50% of such intent and such Member’s intended treatment of the Class B Membership Interests disagree with a position taken on any Tax Return; provided that the Accounting Firm preparing the Tax Return still must be able to sign the Tax Return consistent item which is (or may be) inconsistent with the resolution treatment of the dispute; provided, further that if the dispute process would not be completed item by the date that the Tax Return must be filed under this Section 7.6, then the Managing Member will cause the Company to file the Tax Return as originally prepared by the required date, but the Managing Member may be required to cause the Company to amend the Tax Return after a conclusion is reached in the dispute process; and provided still further that in the event such challenge confirms the original position in question, the challenging Class B Member shall promptly pay all of the Accounting Firm’s reasonable fees and expenses incurred in connection with such challenge. After taking into account any such requested changes, the Managing Member shall cause the Company to timely file, taking into account any applicable extensions, such Tax Returns. Within 20 days after filing such federal and state income Tax Returns and information returns, the Managing Member shall cause the Company to deliver to each Member a copy of the Company’s federal and state income Tax Returns and information returns as filed for each Fiscal Year, together with any additional tax-related information in the possession of the Company that such Member may reasonably and timely request in order to properly prepare its own income Tax Returns.

Company Tax Returns. (a) The United States federal income Tax Returns for the Company and all other Tax Returns of the Company shall be prepared as directed by the Managing Member in Consultation with the other Members. If a Member notifies chosen by the Managing Member that any real property Taxes with respect to (the Systems were assessed against or invoiced to such “Tax Return Member”), then which initially shall be the Managing Member will cause the Company to pay such Taxes in full and in a timely manner, provided, further, that with Class B Member. With respect to each period for which the Company is required to file income Tax Year ending on the last Friday of NovemberReturns (each such period, a “Tax Year”), the Managing Tax Return Member will cause the Company to prepare preliminary income Tax Returns and issue preliminary K-1’s Schedules K-1 to the Members no later than February March 1 of the following Tax Year. The Managing Tax Return Member, in Consultation with the other Membersconsent of the Class B Member and the Class C Member, may extend the time for filing any such Tax Returns as provided for under applicable statutes; provided that, in the event of any such extension, the Managing Tax Return Member shall provide each of the other Members with an estimate of such Member’s distributive share of each category of tax items of the Taxes owed Company described in Section 702(a) of the Code for such Tax Year within 20 days of the filing of such extension. At the Company’s expense, the Managing Tax Return Member shall may cause the Company to retain an Accounting Firm to prepare or review and sign the necessary federal and state income DM_US 164459608-9.107145.0012 Tax Returns and information returns for the Company. Each Member shall provide such informationinformation possessed by such Member, if any, as may be reasonably needed requested by the Company for purposes of preparing such Tax Returns, provided that such information is readily available from regularly maintained accounting records. At least 30 days prior to filing the federal and state income Tax Returns other of the Company, which shall be filed no later than information returnsSeptember 15th of each calendar year, the Managing Tax Return Member shall cause the Administrator to deliver to the other Members Class B Member and the Class C Member for their review a copy of the Company’s federal and state income Tax Returns, excluding information returns, Returns in the form proposed to be filed for each Fiscal Year together with a notice of any inconsistencies with the Base Case Model, and shall cause the Administrator to incorporate all reasonable changes or comments to such proposed Tax Returns as are requested by the other such Members (who shall be required to make all reasonable efforts to provide such changes or comments in a reasonable amount of time) at least 10 days prior to the filing date for such returns). The dispute provisions under Section 11.11 may shall be invoked if Class B Members owning more than 50% of either the Class B Membership Interests disagree with a position taken on Member or the Class C Member requests any changes to any such Tax ReturnReturn that are not accepted by the Tax Return Member; provided that the Accounting Firm preparing the Tax Return still must be able willing to sign the Tax Return consistent with the resolution of the dispute; provided, further that if the dispute process would not be completed by the date that the Tax Return must be filed under this Section 7.6, then the Managing Tax Return Member will cause the Company to file the Tax Return as originally prepared by the Tax Return Member (with all changes requested by the other Member that are accepted by the Tax Return Member) by the required date, but the Managing Member may be required to cause the Company to date and will amend the Tax Return after a conclusion is reached in the dispute process; and provided still further that process if any issues in the event such challenge confirms the original position dispute are not resolved in question, the challenging Class B Member shall promptly pay all favor of the Accounting Firm’s reasonable fees and expenses incurred in connection with such challenge. After taking into account any such requested changes, the Managing Member shall cause the Company to timely file, taking into account any applicable extensions, such Tax ReturnsReturn Member. Within 20 days after filing such federal and state income Tax Returns and information returns, the Managing Tax Return Member shall cause the Company to deliver to each Member a copy of the Company’s federal and state income Tax Returns and information returns as filed for each Fiscal Year, together with any additional tax-related information in the possession of the Company that such Member may reasonably and timely request in order to properly prepare its own income Tax Returns. (b) If a Member notifies the Managing Member that any real property Taxes with respect to the Project were assessed against or invoiced to such Member, then the Managing Member will cause the Company to pay such Taxes in full and in a timely manner and, as appropriate, allocate such cost to either the Phase 1 New Systems Income and Losses or the Phase 2 New Systems Income and Losses.

Company Tax Returns. (i) The Tax Matters Member will prepare or cause to be prepared all required domestic and foreign tax returns and information returns of the Company, drafts of which shall be furnished to the Members within ninety (90) days following the close of each fiscal year. Final returns shall be filed within one hundred eighty (180) days following each year end. The Company shall pay for all reasonable out‑of‑pocket expenses (including accounting fees, if any) in connection with such preparation (it being understood that the Tax Matters Member shall not receive any compensation from the Company for preparing such returns). Any Member may, at its own expense, engage a third party to review the tax returns and information returns prepared by the Tax Matters Member pursuant to the preceding sentence. The Tax Matters Member shall not file any such return without the approval of any Member that constitutes a “notice partner” (as defined in Section 6231(a)(8) of the Code) (as in effect for tax years beginning prior to January 1, 2018 and determined without regard to whether any informational or procedural steps associated with obtaining such status have been complied with) of the Company, which approval shall not be unreasonably withheld, conditioned or delayed. Such “notice partner” Member shall be deemed to have given such approval if such Member does not indicate its written objection (which may be delivered by facsimile) to the Tax Matters Member within twenty (20) days of the date that such *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. Member receives a draft of such return. If a “notice partner” Member does not approve of any proposed filing of a return by the Tax Matters Member, such Member and the Tax Matters Member shall seek, in good faith, to resolve their disagreement. If a “notice partner” Member and the Tax Matters Member cannot resolve their disagreement within ten (10) days of receipt of the “notice partner” Member's written objection by the Tax Matters Member, either of such Member or the Tax Matters Member may request, in writing with a copy sent to the other Member, that the disagreement be resolved by the Company's independent public accountants and the independent public accountants shall be instructed to resolve the dispute in such manner consistent with this Agreement as they believe will properly maximize, in the aggregate, the United States federal federal, state and local income tax advantages and will properly minimize, in the aggregate, the United States federal, state, and local income tax detriments, available to the Company's Members. The independent public accountants shall provide their written resolution of the disagreement to both the “notice partner” Member and the Tax Returns for Matters Member within fifteen (15) days from the Company date that the independent public accountants were requested to resolve such disagreement. Any and all other Tax Returns of the Company tax returns shall be prepared as in a manner directed by the Managing Tax Matters Member in Consultation consistent with the other Members. If a Member notifies the Managing Member that any real property Taxes with respect to the Systems were assessed against or invoiced to such Member, then the Managing Member will cause the Company to pay such Taxes in full and in a timely manner, provided, further, that with respect to each Tax Year ending on the last Friday terms of November, the Managing Member will cause the Company to prepare preliminary Tax Returns and issue preliminary K-1’s to the Members no later than February 1 of the following Tax Year. The Managing Member, in Consultation with the other Members, may extend the time for filing any such Tax Returns as provided for under applicable statutes; provided that, in the event of any such extension, the Managing Member shall provide the other Members with an estimate of the Taxes owed within 20 days of the filing of such extension. At the Company’s expense, the Managing Member shall cause the Company to retain an Accounting Firm to prepare or review and sign the necessary federal and state income Tax Returns and information returns for the Companythis Agreement. Each Member shall provide such information, if any, as may be reasonably needed requested by the Company for purposes of preparing such Tax Returns, provided that such information is readily available from regularly maintained accounting records. At least 30 days prior to filing the federal tax and state income Tax Returns other than information returns, the Managing . (ii) The Tax Matters Member shall cause the Administrator to deliver to the other Members for their review furnish a copy of all filed domestic and foreign tax returns and information returns for the Company to each of the Members. In addition, upon reasonable written notice provided to the Company by a Member (and as otherwise required by Applicable Law), the Company shall furnish such Member, on a timely basis, with all information relating to the Company required to be reported in any United States federal, state or local tax return of such Member, including a report indicating such Member's allocable share for United States federal income tax purposes of the Company’s 's income, gain, credits, losses and deductions. (iii) The Members agree that the Company shall be treated as a partnership for United States federal income tax purposes. The Members agree to (A) approve electing partnership status with respect to the Company with the United States Internal Revenue Service and such other state income Tax Returnsand local taxing authorities as may be appropriate and to cooperate in providing all consents, excluding signatures, documents and such other information returnsas may be required with respect thereto and (B) report all “partnership items” (as defined in Section 6231(a)(3) of the Code) (as in effect for tax years beginning prior to January 1, in 2018) of the form proposed Company consistent with such classification of the Company for United States federal, state and local tax purposes and with the returns filed by the Company; provided, however, that if any Member intends to be filed for each Fiscal Year together with file a notice of any inconsistencies with inconsistent treatment under Section 6222(b) of the Base Case ModelCode, and shall cause the Administrator to incorporate all reasonable changes or comments to such proposed Tax Returns requested by the other Members (who shall be required to make all reasonable efforts to provide such changes or comments in a reasonable amount of time) Member shall, at least 10 thirty (30) days prior to the filing date for of such returns. The dispute provisions under Section 11.11 may be invoked if Class B notice, notify in writing the other Members owning more than 50% of such intent and such Member's intended treatment of the Class B Membership Interests disagree with a position taken on any Tax Return; provided that the Accounting Firm preparing the Tax Return still must be able to sign the Tax Return consistent item which is (or may be) inconsistent with the resolution treatment of the dispute; provided, further that if the dispute process would not be completed item by the date that the Tax Return must be filed under this Section 7.6, then the Managing Member will cause the Company to file the Tax Return as originally prepared by the required date, but the Managing Member may be required to cause the Company to amend the Tax Return after a conclusion is reached in the dispute process; and provided still further that in the event such challenge confirms the original position in question, the challenging Class B Member shall promptly pay all of the Accounting Firm’s reasonable fees and expenses incurred in connection with such challenge. After taking into account any such requested changes, the Managing Member shall cause the Company to timely file, taking into account any applicable extensions, such Tax Returns. Within 20 days after filing such federal and state income Tax Returns and information returns, the Managing Member shall cause the Company to deliver to each Member a copy of the Company’s federal and state income Tax Returns and information returns as filed for each Fiscal Year, together with any additional tax-related information in the possession of the Company that such Member may reasonably and timely request in order to properly prepare its own income Tax Returns.