Common use of Cooperation and Exchange of Information Clause in Contracts

Cooperation and Exchange of Information. The Parties shall each provide the others with such cooperation and information as any of them reasonably may request of the others in filing any Tax Return, amended Tax Return or claim for refund, determining a Liability for Taxes or a right to a refund of Taxes, participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase GSRP or a part of the Business acquired from the GSAM Entities. Such cooperation and information shall include but is not limited to providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers, opinions, memorandums, analyses, records and other documents relating to rulings or other determinations by Tax authorities. The GSAM Entities and GSRP shall (and GSRP after the Closing will cause the GSRP Entities to) retain all Tax Returns, schedules and work papers, opinions, memorandums, analyses, records and other documents in their possession relating to Tax matters of GSRP, if any, for the taxable period that includes the Closing Date and for all prior taxable periods until the later of (a) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, or (b) six (6) years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 9.03 shall be kept confidential except as may be otherwise necessary in connection with the filing of Tax Returns or claims for Tax refund or in conducting a Tax audit or other Tax proceeding.

Cooperation and Exchange of Information. The Parties Seller and Buyer shall provide each provide the others other with such cooperation and information as any either of them or their respective Affiliates reasonably may request of the others other in filing any Tax Return, amended Tax Return or claim for refundTax Refund, determining a Liability liability for Taxes or a right to a refund of TaxesTax Refund, or participating in or conducting any audit or other proceeding contest in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase GSRP or a part of the Business acquired from the GSAM EntitiesTaxes. Such cooperation and information shall include but is not limited to providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers, opinions, memorandums, analyses, records papers and other documents relating to rulings or other determinations by Tax authorities. The GSAM Entities Each party and GSRP its Affiliates shall (make its employees available on a basis mutually convenient to both parties to provide explanations of any documents or information provided hereunder. Any party making a request for cooperation pursuant to this Section 8.4 shall reimburse the party providing such cooperation for its reasonable out-of-pocket expense occasioned by the provision of such cooperation. Each of Seller and GSRP after the Closing will cause the GSRP Entities to) Buyer shall retain all Tax Returns, schedules and work papers, opinions, memorandums, analyses, records and other documents in their its possession relating to Tax matters of GSRP, if any, the Transferred Companies for the taxable each Tax period that includes first ending after the Closing Date and for all prior taxable Tax periods until the later of (ai) the expiration of the statute of limitations of the taxable periods Tax period to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified in writing of such extensions for the respective Tax periods or (bii) six (6) three years following the due date (without extension) for such Tax Returns. Notwithstanding the foregoing, Seller shall not be required to deliver any such documents that relate to any Consolidated Tax Return with respect to any Pre-Closing Tax Period, other than the portions thereof that relate solely to the Transferred Companies. Any information obtained under this Section 9.03 8.4 shall be kept confidential except as otherwise may be otherwise necessary in connection with the filing of Tax Returns or claims for Tax refund Refunds or in conducting a Tax audit contest or other Tax proceedingas otherwise may be required by Applicable Law or the rules of any stock exchange.

Cooperation and Exchange of Information. The Parties shall Seller and Buyer agree to provide each provide the others other with such cooperation and information as any either of them reasonably may request of the others other in filing any Tax Return, amended Tax Return or claim for refund, determining a Liability liability for Taxes or a right to a refund of Taxes, participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase GSRP or a part of the Business acquired from the GSAM EntitiesTransferred Companies. Such cooperation and information shall include but is not limited to providing copies of relevant Tax Returns or relevant portions thereof, together with accompanying schedules, related work papers, opinions, memorandums, analyses, records papers and other documents relating to rulings or other determinations by Tax authoritiesany Taxing Authority. The GSAM Entities Seller, Buyer and GSRP the Transferred Companies shall (make their employees available on a basis mutually-convenient to both parties to provide explanations of any documents or information provided hereunder. Each of Seller, Buyer and GSRP after the Closing will cause the GSRP Entities to) Transferred Companies shall retain all Tax Returns, schedules and work papers, opinions, memorandums, analyses, records and other documents in their its possession relating to Tax matters of GSRP, if any, the Transferred Companies for the each taxable period that includes first ending after the Closing Date and for all prior taxable periods until the later of (a) the expiration expirations of the statute statutes of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions (except to the extent that the other party has been notified in writing of such extensions for the respective Tax periods) or (b) six (6) seven years following the due date (without extension) for such Tax Returns, provided that neither Buyer and the Transferred Companies on the one hand, nor Seller on the other, shall dispose of any of the foregoing items without first offering such items to the other. Any information obtained under this Section 9.03 10.6 shall be kept confidential except as may be otherwise necessary in connection with the filing of Tax Returns or claims for Tax refund or in conducting a connection with any Tax audit or other Tax proceedingContest.

Cooperation and Exchange of Information. The Parties shall Sellers and Purchaser will provide each provide the others other with such cooperation and information as any either of them reasonably may request of the others other in filing any Tax Return, amended Tax Return or claim for refund, determining a Liability liability for Taxes or a right to a refund of Taxes, participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase GSRP the Company or a any of their Assets or any part of the Business acquired from the GSAM EntitiesPurchaser. Such cooperation and information shall include but is not limited to providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers, opinions, memorandums, analyses, records papers and other documents relating to rulings or other determinations by Tax authorities. The GSAM Entities Sellers shall be available (or shall cause their appropriate agents or representatives to be available) on a basis mutually convenient to all parties to provide explanations of any documents or information provided hereunder. Each of Sellers and GSRP Purchaser shall (and GSRP after the Closing will shall cause the GSRP Entities their appropriate agents and representatives to) retain all Tax Returns, schedules and work papers, opinions, memorandums, analyses, records and other documents in their possession relating to Tax matters of GSRP, if any, the Company for the each taxable period that includes first ending after the Closing Date and for all prior taxable periods until the later of (a) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by the other party in writing of such extensions for the respective Tax periods, or (b) six (6) years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 9.03 9.05 shall be kept confidential in accordance with Section 13.05, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for Tax refund or in conducting a Tax an audit or other Tax proceeding.

Cooperation and Exchange of Information. The Parties shall Sellers and the Purchaser will provide each provide the others other with such cooperation and information as any either of them reasonably may request of the others other in filing any Tax Return, amended Tax Return or claim for refund, determining a Liability liability for Taxes or a right to a refund of Taxes, participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase GSRP or a part of the Business acquired from the GSAM EntitiesTaxes. Such cooperation and information shall include but is not limited to providing copies of relevant Tax Returns of the SMR Companies or portions thereof, together with accompanying schedules, related work papers, opinions, memorandums, analyses, records papers and other documents relating to rulings or other determinations by Tax authorities. The GSAM Entities and GSRP No amended Tax Return shall (and GSRP after be filed for an SMR Company for any taxable period ending on or before the Closing will cause Date without the GSRP Entities to) prior written consent of the Sellers (which consent, in the case of an amended Tax Return of FSI or its Subsidiary, shall not to be unreasonably withheld). The Purchaser shall retain all Tax Returns, schedules and work papers, opinions, memorandums, analyses, records and other documents ("Tax Materials") in their its or any of the SMR Companies' possession relating to Tax matters of GSRP, if any, the SMR Companies for the each taxable period that includes first ending after the Closing Date and for all prior taxable periods until the later of (ai) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, or (bii) six (6) 6 years following the due date (without extension) for such Tax Returns, or (iii) the completion of all Legal Proceedings (if any) relating to any such Tax Return. The provisions of Section 10.3 shall apply to the Tax Materials in the possession of the SMR Companies or the Purchaser. Any information obtained under this Section 9.03 13.3 shall be kept confidential except as may be otherwise necessary in connection with the filing of Tax Returns or claims for Tax refund or in conducting a Tax an audit or other Tax proceeding.

Cooperation and Exchange of Information. The Parties Not more than 60 days after the receipt of a customary package of Tax information materials requests from Seller, IPH shall, and shall each cause its Affiliates to, provide to Seller a package of Tax information materials, including schedules and work papers, requested by Seller to enable Seller to prepare all Tax Returns required to be prepared by it with respect to the others Transferred Company or its Subsidiaries. IPH shall prepare such package completely and accurately, in good faith and in a manner consistent with Seller’s past practice. Any reasonable out of pocket expenses incurred in providing such cooperation package shall be reimbursed by Seller. Each party to this Agreement shall, and shall cause its Affiliates to, provide to the other party to this Agreement such cooperation, documentation and information as any either of them reasonably may request of the others in connection with (i) filing any Tax Return, amended Tax Return or claim for refund, ; (ii) determining a Liability liability for Taxes or an indemnity obligation under this Article VII or a right to a refund of Taxes, participating in ; or (iii) conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase GSRP or a part of the Business acquired from the GSAM EntitiesTax Proceeding. Such cooperation and information shall include but is not limited to providing necessary powers of attorney, copies of all relevant portions of relevant Tax Returns or portions thereofReturns, together with all relevant portions of relevant accompanying schedules, related schedules and relevant work papers, opinions, memorandums, analyses, records and other relevant documents relating to rulings or other determinations by taxing authorities and relevant records concerning the ownership and Tax authoritiesbasis of property and other relevant information, which any such party may possess. The GSAM Entities and GSRP Each party shall (and GSRP after the Closing will cause the GSRP Entities to) retain all Tax Returns, schedules and work papers, opinions, memorandums, analyses, and all material records and other documents in their possession relating to Tax matters of GSRP, if any, the relevant entities for the taxable period that includes their respective Tax periods ending on or prior to the Closing Date and for all prior taxable periods until the later of (ax) the expiration of the statute of limitations of for the taxable Tax periods to which such the Tax Returns and other documents relate, or (by) six (6) eight years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 9.03 shall be kept confidential except as may be otherwise necessary in connection with Thereafter, the filing of party holding such Tax Returns or claims for other documents may dispose of them after offering the other party reasonable notice and opportunity to take possession of such Tax refund Returns and other documents at such other party’s expense. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or in conducting a Tax audit or other Tax proceedinginformation so provided.

Cooperation and Exchange of Information. The Parties shall Seller and Buyer will each provide the others other with such cooperation and information as any of them reasonably may request of the others other in filing any Tax Return, amended Tax Return or claim for refund, determining a Liability liability for Taxes or a right to a refund of Taxes, participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase GSRP either of the Company or a part of the Business business acquired from the GSAM EntitiesCompany by Buyer. Such cooperation and information shall include but is not limited to providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers, opinions, memorandums, analyses, records papers and other documents relating to rulings or other determinations by Tax authorities. The GSAM Entities Seller and GSRP Buyer shall (and GSRP Buyer after the Closing Date will cause the GSRP Entities Company and its Subsidiaries, if any, to) retain all Tax Returns, schedules and work papers, opinions, memorandums, analyses, records and other documents in their possession relating to Tax matters of GSRPthe Company and its Subsidiaries, if any, for the taxable period that includes first ending after the Closing Date and for all prior taxable periods until the later of (ai) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, or (bii) six (6) years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 9.03 10.4 shall be kept confidential except as may be otherwise necessary in connection with the filing of Tax Returns or claims for Tax refund or in conducting a Tax an audit or other Tax proceeding.

Cooperation and Exchange of Information. The Parties Purchasers shall each provide the others Sellers with such cooperation and information as any of them Sellers reasonably may request with respect to the filing of the others in filing any Tax Return, amended Tax Return or claim for refund, determining the determination of a Liability liability for Taxes Taxes, or a right to a refund of Taxes, participating in or conducting the conduct of any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase GSRP or a part of the Business acquired from the GSAM EntitiesTaxes. Such cooperation and information shall include but is not limited to providing copies of all relevant Tax Returns or portions thereofReturns, together with accompanying schedules, schedules and related work papers, opinions, memorandums, analyses, records and other documents relating to rulings or other determinations by Tax taxing authorities, and records concerning the ownership and tax basis of property, which Purchasers may possess concerning the Business. The GSAM Entities Purchasers shall make its employees available to Sellers on a mutually convenient basis to provide explanation of any documents or information provided hereunder. Notwithstanding the foregoing, Purchasers shall not be required to prepare any documents, or determine any information not ten in its possession in response to a request under this Section 13(c)(ii) Sellers shall reimburse Purchasers for any reasonable out-of-pocket costs incurred by Purchasers in providing any Return, document or other written information, and GSRP shall reimburse Purchasers for any reasonable out-of-pocket costs (excluding regular wages and GSRP after the Closing will cause the GSRP Entities tosalaries) of making employees available, upon receipt of reasonable documentation of such costs. Except as otherwise provided in this Agreement, Purchasers shall retain all Tax Returns, schedules and work papers, opinions, memorandums, analyses, papers and all material records and or other documents in their possession relating to Tax matters thereto, until the expiration of GSRP, if any, for the taxable period that includes of time beginning on the Closing Date and for all prior taxable periods until ending on the later date on which taxes may no longer be assessed under the applicable statutes of (a) limitation, including the expiration period of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, waivers or (b) six (6) years following the due date (without extension) for such Tax Returns. extensions thereof Any information obtained under this Section 9.03 13(c)(ii) shall be kept confidential confidential, except as may be otherwise necessary in connection with the filing of Tax Returns returns or claims for Tax refund or in conducting a Tax any audit or other Tax proceeding.

Cooperation and Exchange of Information. The Parties Upon the terms set forth in Section 11.02, the Seller and the Purchaser shall cooperate and provide each provide the others other with such cooperation and information as any either of them reasonably may request of the others other in filing any Tax Return, amended Tax Return or claim for refund, determining a Liability liability for Taxes or a right to a refund of Taxes, participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase GSRP all or a part of the Business acquired from the GSAM EntitiesPurchaser. Such cooperation and information shall include but is not limited to providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers, opinions, memorandums, analyses, records papers and other documents relating to rulings or other determinations by Tax authorities. The GSAM Entities Seller shall make its employees available on a basis mutually convenient to both parties to provide explanations of any documents or information provided hereunder. Each of the Seller and GSRP the Purchaser shall (and GSRP after the Closing will cause the GSRP Entities to) retain all Tax Returns, schedules and work papers, opinions, memorandums, analyses, records and other documents in their its possession relating to Tax matters of GSRP, if any, the Seller and the Company or the Business for the each taxable period that includes first ending after the Closing Date and for all prior taxable periods until the later of (a) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by the other party in writing of such extensions for the respective Tax periods, or (b) six (6) years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 9.03 12.06 shall be kept confidential in accordance with the Letter Agreement except as may be otherwise necessary in connection with the filing of Tax Returns or claims for Tax refund or in conducting a Tax an audit or other Tax proceeding.

Cooperation and Exchange of Information. The Parties shall Sellers, the --------------------------------------- Purchaser and the Company and its Subsidiaries will provide each provide the others other with such cooperation and information as any of them reasonably may request of the others another in filing any Tax Return, amended Tax Return or claim for refund, determining a Liability for Taxes Tax liability or a right to a refund of Taxes, Taxes or participating in or conducting any audit or other proceeding in respect of Taxes Taxes. Each such party shall make its employees available on a mutually convenient basis to provide explanations of any documents or making representations to or furnishing information to parties subsequently desiring to purchase GSRP or a part of the Business acquired from the GSAM Entitiesprovided hereunder. Such cooperation Each such party will make available and information shall include but is not limited to providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers, opinions, memorandums, analyses, records and other documents relating to rulings or other determinations by Tax authorities. The GSAM Entities and GSRP shall (and GSRP after the Closing will cause the GSRP Entities to) retain all Tax Returns, schedules and work papers, opinions, memorandums, analyses, papers and all material records and or other documents in their possession relating to Tax matters of GSRPthe Company and its Subsidiaries, if anyincluding without limitation audit reports received from any Tax authority relating to any Tax Return of the Company or its Subsidiaries and any closing agreements entered into by the Company or its Subsidiaries, for the taxable period that includes the Closing Date and for all prior taxable periods until the later of (a) the expiration of the statute of limitations of the taxable respective Tax periods to which such Tax Returns and other documents relate, or (b) six (6) years following including, to the due date (without extension) for such Tax Returnsextent notified by another party in writing, extensions thereof. Any information obtained under this Section 9.03 9.02(f) shall be kept confidential confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or Returns, amended Tax Returns, claims for Tax refund or in conducting a Tax an audit or other Tax proceeding.

Cooperation and Exchange of Information. The Parties shall Equityholders’ Representative, the Company and Parent will each provide the others with such cooperation and information as any of them reasonably may request of the others in filing any Tax Return, amended Tax Return or claim for refund, determining a Liability for Taxes or a right to a refund of Taxes, participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase GSRP acquire either of the Surviving Corporation or a part of the Business business acquired from the GSAM EntitiesCompany by Parent. Such cooperation and information shall include but is not limited to providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers, opinions, memorandums, analyses, records papers and other documents relating to rulings or other determinations by Tax authorities. The GSAM Entities Equityholders’ Representative and GSRP Parent shall (and GSRP Parent after the Closing Effective Time will cause the GSRP Entities Surviving Corporation and its Subsidiaries, if any, to) retain all Tax Returns, schedules and work papers, opinions, memorandums, analyses, records and other documents in their possession relating to Tax matters of GSRPthe Surviving Corporation and its Subsidiaries, if any, for the taxable period that includes the Closing Date date of the Effective Time and for all prior taxable periods until the later of (a) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, or (b) six (6) years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 9.03 10.4 shall be kept confidential except as may be otherwise necessary in connection with the filing of Tax Returns or claims for Tax refund or in conducting a Tax an audit or other proceeding; provided, however, the foregoing shall not prohibit the Equityholders’ Representative from disclosing such information on a need-to-know basis to (i) its advisors and representatives that are subject to confidentiality restrictions with respect to such information that are at least as restrictive as the confidentiality restrictions applicable to the Equityholders’ Representative with respect thereto, and (ii) those Equityholders that comprise the “Advisory Committee” established under the Equityholders’ Representative’s engagement letter, provided that each such Equityholder has executed a confidentiality agreement with respect such information in form and substance reasonably satisfactory to Parent. Characterization of Payments. Parent and the Equityholders agree to treat all payments made by any of them to or for the benefit of the others (including any payments to the Company or any of its Subsidiaries) under Article 9 or other indemnity provisions of this Agreement and for any misrepresentations or breach of warranties or covenants as adjustments to the purchase price or as capital contributions for Tax proceedingpurposes and that such treatment shall govern for purposes hereof except to the extent that the Laws of a particular jurisdiction provide otherwise, in which case such payments shall be made in an amount sufficient to indemnify the relevant party on an after-Tax basis.

Cooperation and Exchange of Information. The Parties shall Upon the terms set forth in SECTION 5.1 of this Agreement, the Seller and the Purchaser will provide each provide the others other with such cooperation and information as any either of them reasonably may request of the others other in filing any Tax Return, amended Tax Return or claim for refund, determining a Liability liability for Taxes or a right to a refund of Taxes, participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase GSRP any of the Companies or a any part of the Business acquired from the GSAM EntitiesPurchaser. Such cooperation and information shall include but is not limited to providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers, opinions, memorandums, analyses, records papers and other documents relating to rulings or other determinations by Tax authorities. The GSAM Entities Each of the Seller and GSRP the Purchaser shall (and GSRP after the Closing will cause the GSRP Entities to) retain all Tax Returns, schedules and work papers, opinions, memorandums, analyses, records and other documents in their its possession relating to Tax matters of GSRP, if any, the Companies for the each taxable period that includes first ending after the Closing Date and for all prior taxable periods until the later of (a) six months after the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, or (b) six (6) years following without regard to extensions, except to the due date (without extension) extent notified by the other party of such extensions for such the respective Tax Returnsperiods. Any information obtained under this Section 9.03 SECTION 5.4(g) shall be kept confidential in accordance with SECTION 5.5 and SECTION 11.6 except as may be otherwise necessary in connection with the filing of Tax Returns or claims for Tax refund or in conducting a Tax an audit or other Tax proceeding.

Cooperation and Exchange of Information. The Parties shall Upon the terms set forth in Section 6.4 of this Agreement, Seller and Buyer will provide each provide the others other with such cooperation and information as any either of them reasonably may request of the others other in filing any Tax Return, amended Tax Return or claim for refund, determining a Liability liability for Taxes or a right to a refund of Taxes, participating in or conducting any audit or other proceeding Contest in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase GSRP any of the Company or a the Subsidiaries or any part of the Business acquired business from the GSAM EntitiesBuyer. Such cooperation and information shall include but is not limited to providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers, opinions, memorandums, analyses, records papers and other documents relating to rulings or other determinations by Tax authoritiesTaxing Authorities. The GSAM Entities Seller shall make its employees available on a basis mutually convenient to both parties to provide explanations of any documents or information provided hereunder as is reasonably practicable. Each of Seller and GSRP Buyer shall (and GSRP after the Closing will cause the GSRP Entities to) retain all Tax Returns, schedules and work papers, opinions, memorandums, analyses, records and other documents in their its possession relating to Tax matters of GSRP, if any, the Company and the Subsidiaries for the each taxable period that includes first ending after the Closing Date and for all prior taxable periods until the later of (ai) the expiration of the statute of limitations of the taxable periods to which such Tax Returns Returns, schedules and work papers, records and other documents relate, without regard to extensions except to the extent notified in writing of such extensions for the respective Tax periods, or (bii) six (6) three years following the due date (without extension) for such Tax Returns, provided, however, that the Seller may satisfy its obligations hereunder by delivering all such Tax Returns, schedules and work papers, records and other documents to the Buyer. Any information obtained under this Section 9.03 8.8 shall be kept confidential in accordance with Section 6.4 except as may be otherwise necessary in connection with the filing of Tax Returns or claims for Tax refund or in conducting a Tax audit or other Tax proceedingContest.

Cooperation and Exchange of Information. The Parties shall UHC and ActaMed will provide each provide the others other with such cooperation and information as any either of them reasonably may request of the others other in filing any Tax Returnreturn, amended Tax Return return or claim for refund, determining a Liability liability for Taxes or a right to a refund of Taxes, Taxes or participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase GSRP or a part of the Business acquired from the GSAM EntitiesTaxes. Such cooperation and information shall include but is not limited to providing copies of relevant Tax Returns returns or portions thereof, together with accompanying schedules, schedules and related work papers, opinions, memorandums, analyses, records papers and other documents relating to rulings or other determinations by Tax taxing authorities, but in no event shall UHC or ActaMed be required to disclose to the other any information relating to the operations of either, as the case may be, other than information relating to the Company. The GSAM Entities Seller and GSRP ActaMed shall (make its employees available on a mutually convenient basis to provide explanations of any documents or information provided hereunder. UHC and GSRP after the Closing ActaMed will cause the GSRP Entities to) retain all Tax Returnsreturns, schedules and work papers, opinions, memorandums, analyses, papers and all material records and or other documents in their possession relating to Tax matters of GSRP, if any, the Company for the its taxable period that includes first ending after the Closing Date and for all prior taxable periods until the later of of: (ai) the expiration of the statute of limitations of the taxable periods to which such Tax Returns returns and other documents relate, without regard to extensions except to the extent notified by the other party in writing of such extensions for the respective Tax periods; or (bii) six (6) eight years following the due date (without extension) for such Tax Returnsreturns. After such time, before ActaMed shall dispose of any of such books and records, at least 90 calendar days prior written notice to such effect shall be given by ActaMed to UHC, and UHC shall be given an opportunity, at its cost and expense, to remove and retain all or any part of such books and records as UHC may select. Any information obtained under this Section 9.03 10.05 shall be kept confidential confidential, except as may be otherwise necessary in connection with the filing of Tax Returns returns or claims for Tax refund or in conducting a Tax an audit or other Tax proceeding.

Cooperation and Exchange of Information. The Parties shall ISC and ISI will provide each provide the others other with such cooperation and information as any either of them reasonably may request of the others other in filing any Tax Return, amended Tax Return or claim for refund, determining a Liability liability for Taxes or a right to a refund of Taxes, participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase GSRP any of ISC or a the Subsidiaries or any part of the Business acquired from the GSAM EntitiesIspat. Such cooperation and information shall include but is not limited to providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers, opinions, memorandums, analyses, records papers and other documents relating to rulings or other determinations by Tax authorities. The GSAM Entities ISI shall make its employees available on a basis mutually convenient to both parties to provide explanations of any documents or information provided hereunder. Each of ISC and GSRP ISI shall (and GSRP after the Closing will cause the GSRP Entities to) retain all Tax Returns, schedules and work papers, opinions, memorandums, analyses, records and other documents in their its possession relating to Tax matters of GSRP, if any, ISC and the Subsidiaries for the each taxable period that includes first ending after the Closing Date and for all prior taxable periods until the later of (ai) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by the other party in writing of such extensions for the respective Tax periods, or (bii) six (6) eight years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 9.03 7.06 shall be kept confidential except as may be otherwise necessary in connection with the filing of Tax Returns or claims for Tax refund or in conducting a Tax an audit or other Tax proceeding.

Cooperation and Exchange of Information. The Parties shall Sellers and the Purchaser will provide each provide the others other with such cooperation and information as any either of them reasonably may request of the others other in filing any Tax Return, amended Tax Return or claim for refund, determining a Liability liability for Taxes or a right to a refund of Taxes, participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase GSRP or a part any of the Business acquired Company or the Subsidiaries from the GSAM EntitiesPurchaser. Such cooperation and information shall include but is not limited to providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers, opinions, memorandums, analyses, records papers and other documents relating to rulings or other determinations by Tax authorities. The GSAM Entities Each of the Sellers and GSRP the Purchaser shall (and GSRP after the Closing will cause the GSRP Entities to) retain all Tax Returns, schedules and work papers, opinions, memorandums, analyses, records and other documents in their its possession relating to Tax matters of GSRP, if any, the Company and the Subsidiaries for the each taxable period that includes first ending after the Closing Date and for all prior taxable periods until the later of (a) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by the other party in writing of such extensions for the respective Tax periods, or (b) six (6) years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 9.03 7.05 shall be kept confidential confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for Tax refund or in conducting a Tax an audit or other Tax proceeding.

Cooperation and Exchange of Information. The Parties shall Seller and Purchaser will provide each provide the others other with such cooperation and information as any either of them reasonably may request of the others other in filing any Tax Return, amended Tax Return or claim for refund, determining a Liability liability for Taxes or a right to a refund of Taxes, participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase GSRP any of the Companies or a any of the Subsidiaries or any part of the Business acquired from the GSAM EntitiesPurchaser. Such cooperation and information shall include but is not limited to providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers, opinions, memorandums, analyses, records papers and other documents relating to rulings or other determinations by Tax authorities. The GSAM Entities Seller shall make its employees available on a basis mutually convenient to both parties to provide explanations of any documents or information provided hereunder. Each of Seller and GSRP Purchaser shall (and GSRP after the Closing will cause the GSRP Entities to) retain all Tax Returns, schedules and work papers, opinions, memorandums, analyses, records and other documents in their its possession relating to Tax matters of GSRP, if any, the Companies and each Company Subsidiary for the each taxable period that includes first ending after the Closing Date and for all prior taxable periods until the later of (a) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by the other party in writing of such extensions for the respective Tax periods, or (b) six (6) years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 9.03 shall be kept confidential confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for Tax refund or in conducting a Tax an audit or other Tax proceeding.

Cooperation and Exchange of Information. The Parties shall Upon the terms set forth in Section 6.4 of this Agreement, Seller and Buyer will provide each provide the others other with such cooperation and information as any either of them reasonably may request of the others other in filing any Tax Return, amended Tax Return or claim for refund, determining a Liability liability for Taxes or a right to a refund of 51 52 Taxes, participating in or conducting any audit or other proceeding Contest in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase GSRP any of the Company or a the Subsidiaries or any part of the Business acquired business from the GSAM EntitiesBuyer. Such cooperation and information shall include but is not limited to providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers, opinions, memorandums, analyses, records papers and other documents relating to rulings or other determinations by Tax authoritiesTaxing Authorities. The GSAM Entities Seller shall make its employees available on a basis mutually convenient to both parties to provide explanations of any documents or information provided hereunder as is reasonably practicable. Each of Seller and GSRP Buyer shall (and GSRP after the Closing will cause the GSRP Entities to) retain all Tax Returns, schedules and work papers, opinions, memorandums, analyses, records and other documents in their its possession relating to Tax matters of GSRP, if any, the Company and the Subsidiaries for the each taxable period that includes first ending after the Closing Date and for all prior taxable periods until the later of (ai) the expiration of the statute of limitations of the taxable periods to which such Tax Returns Returns, schedules and work papers, records and other documents relate, without regard to extensions except to the extent notified in writing of such extensions for the respective Tax periods, or (bii) six (6) three years following the due date (without extension) for such Tax Returns, provided, however, that the Seller may satisfy its obligations hereunder by delivering all such Tax Returns, schedules and work papers, records and other documents to the Buyer. Any information obtained under this Section 9.03 8.8 shall be kept confidential in accordance with Section 6.4 except as may be otherwise necessary in connection with the filing of Tax Returns or claims for Tax refund or in conducting a Tax audit or other Tax proceedingContest.

Cooperation and Exchange of Information. The Parties shall Seller, the Parent and the Purchaser will provide each provide the others other with such cooperation and information as any of them reasonably may request of the others other in filing any Tax Return, amended Tax Return or claim for refund, determining a Liability liability for Taxes or a right to a refund of Taxes, participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase GSRP any of the Company or a the Subsidiaries or any part of the Business acquired from the GSAM EntitiesPurchaser. Such cooperation and information shall include but is not limited to providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers, opinions, memorandums, analyses, records papers and other documents relating to rulings or other determinations by Tax authorities. The GSAM Entities Seller and GSRP the Parent shall (make its employees available on a basis mutually convenient to both parties to provide explanations of any documents or information provided hereunder. Each of the Seller and GSRP after the Closing will cause the GSRP Entities to) Purchaser shall retain all Tax Returns, schedules and work papers, opinions, memorandums, analyses, records and other documents in their its possession relating to Tax matters of GSRP, if any, the Company and the Subsidiaries for the each taxable period that includes first ending after the Closing Date and for all prior taxable periods until the later of (ai) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by the other party in writing of such extensions for the respective Tax periods, or (bii) six (6) years following the due date (without extension) for such Tax Returns. The Seller, the Parent and the Purchaser agree to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Purchaser and its Subsidiaries or the Seller or the Parent, as the case may be, shall allow the other party to take possession of such books and records. Any information obtained under this Section 9.03 7.06 shall be kept confidential in accordance with Section 5.02 except as may be otherwise necessary in connection with the filing of Tax Returns or claims for Tax refund or in conducting a Tax an audit or other Tax proceeding.

Cooperation and Exchange of Information. The Parties shall TI and Parent will provide each provide the others other with such cooperation and information as any either of them reasonably may request of the others other in filing any Tax Return, amended Tax Return or claim for refund, determining a Liability liability for Taxes or a right to a refund of Taxes, Taxes or participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase GSRP or a part of the Business acquired from the GSAM EntitiesTaxes. Such cooperation and information shall include but is not limited to providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, schedules and related work papers, opinions, memorandums, analyses, records papers (to the extent such documents are not subject to attorney-client or similar privileges) and other documents relating to rulings or other determinations by Tax taxing authorities, but in no event shall TI or Parent be required to disclose to the other any information relating to the operations of either, as the case may be, other than information relating to a liability for Taxes of the Company and the Company Subsidiaries. The GSAM Entities TI and GSRP Parent shall (make their respective employees available on a mutually convenient basis to provide explanations of any documents or information provided hereunder. TI and GSRP after the Closing Parent will cause the GSRP Entities to) retain all Tax Returns, schedules and work papers, opinions, memorandums, analyses, papers and all material records and or other documents in their possession relating to Tax matters of GSRP, if any, the Company and the Company Subsidiaries for the its taxable period that includes first ending after the Closing Date Effective Time and for all prior taxable periods until the later of (a) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions (but taking into account any extended statute of limitations applicable to a year in which a net operating loss is reported) except to the extent notified by the other party in writing of such extensions for the respective Tax periods. After such time, before Parent shall dispose of any of such books and records, at least 90 calendar days prior written notice to such effect shall be given by Parent to TI, and TI shall be given an opportunity, at its cost and expense, to remove and retain all or (b) six (6) years following the due date (without extension) for any part of such Tax Returnsbooks and records as TI may select. Any information obtained under this Section 9.03 4(d) shall be kept confidential confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for Tax refund or in conducting a Tax an audit or other Tax proceedingproceeding or as otherwise required by law.

Cooperation and Exchange of Information. The Parties Seller and Buyer, and their respective Affiliates, shall provide each provide the others other with such cooperation and information as any either of them reasonably may request of the others other in filing any Tax Return, amended Tax Return or claim for refund, determining a Liability liability for Taxes or a right to a refund of Taxes, Taxes or participating in or conducting any Tax Contest or any audit or other proceeding similar examination of any Acquired Company in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase GSRP or a part of the Business acquired from the GSAM EntitiesTaxes. Such cooperation and information shall include include, but is not be limited to to, providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers, opinions, memorandums, analyses, records papers and other documents relating to rulings or other determinations by Tax authoritiesGovernmental Authorities. The GSAM Entities Each party and GSRP its Affiliates shall (make its employees available on a basis mutually convenient to both parties to provide explanations of any documents or information provided hereunder. Seller and GSRP after the Closing will cause the GSRP Entities to) Buyer shall each retain all Tax Returns, schedules and work papers, opinions, memorandums, analyses, records and other documents in their its possession relating to Tax matters of GSRP, if any, the Acquired Companies for the each taxable period that includes first ending after the Closing Date and for all prior taxable periods until the later of (ai) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified in writing of such extensions for the respective Tax periods, or (bii) six three (63) years following the due date (without extension) for such Tax Returns. Neither Seller, on the one hand, nor Buyer or the Acquired Companies, on the other hand, shall dispose of any such materials unless it first offers in writing to the other party the right to take possession of such materials at such other party’s sole expense and the other party fails to accept such offer within fifteen (15) Business Days of the offer being made. Any information obtained under this Section 9.03 9.7 shall be kept confidential except as may be otherwise necessary in connection with the filing of Tax Returns or claims for Tax refund or in conducting a Tax audit Contest or other Tax proceedingas otherwise may be required by applicable law, regulation or the rules of any stock exchange.

Cooperation and Exchange of Information. The Parties Each of Seller, ExchangeCo and Buyer shall provide each provide the others other with such cooperation and information as any either of them reasonably may request of the others other in filing any Tax Return, amended Tax Return pursuant to this Article VI or claim for refund, determining a Liability for Taxes or a right to a refund of Taxes, participating in or conducting connection with any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase GSRP or a part of the Business acquired from the GSAM EntitiesCompany Group. Such cooperation and information shall include but is not limited to providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers, opinions, memorandums, analyses, records papers and other documents relating to rulings ruling or other determinations by Tax tax authorities. The GSAM Entities Each of Seller, ExchangeCo and GSRP Buyer shall (and GSRP after the Closing will cause the GSRP Entities to) retain all Tax Returns, schedules and work papers, opinions, memorandums, analyses, records and other documents in their its possession relating to Tax matters of GSRP, if any, the Company Group for the any taxable period that includes beginning before the Closing Date and for all prior taxable periods until the later of (a) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by the other party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or (b) six (6) years following the due date (without extension) for such discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Company Group for any taxable period beginning before the Closing Date, Seller, ExchangeCo or Buyer (as the case may be) shall provide the other party with reasonable written notice and offer the other party the opportunity to take custody of such materials. Any information obtained under this Section 9.03 Notwithstanding anything to the contrary contained herein, (i) Seller shall not be kept confidential except as may required to provide Buyer with a copy of, or otherwise disclose the contents of, any Consolidated Return and (ii) Buyer shall not be required to provide Seller or ExchangeCo with a copy of, or otherwise necessary in connection disclose the contents of, any Tax Claim with the filing of respect to a combined, consolidated, affiliates, unitary or aggregated Tax Returns Return that includes Buyer or claims for Tax refund or in conducting a Tax audit or other Tax proceedingany Affiliate thereof.

Cooperation and Exchange of Information. The Parties shall Company and the Purchaser will provide each provide the others other with such cooperation and information as any either of them reasonably may request of the others other in filing any Tax Return, amended Tax Return return or claim for refund, determining a Liability liability for Taxes or a right to a refund of Taxes, Taxes or participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase GSRP or a part of the Business acquired from the GSAM EntitiesTaxes. Such cooperation and information shall include but is not limited to providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, schedules and related work papers, opinions, memorandums, analyses, records papers and other documents relating to rulings or other determinations by Tax taxing authorities, but in no event shall either party be required to disclose to the other party any information relating to its operations other than the Company. The GSAM Entities Company and GSRP the Purchaser shall (make their employees available on a mutually convenient basis to provide explanations of any documents or information provided hereunder. The Company and GSRP after the Closing Purchaser will cause the GSRP Entities to) retain all Tax Returns, schedules and work papers, opinions, memorandums, analyses, papers and all material records and or other documents in their possession relating to Tax matters of GSRP, if any, the Company and the Assumed Business for the its taxable period that includes first ending after the Closing Date and for all prior taxable periods until the later of of: (ai) the expiration of the statute of limitations of the taxable periods to which such Tax Returns returns and other documents relate, without regard to extensions except to the extent notified by the other party in writing of such extensions for the respective Tax periods; or (bii) six (6) years following the due date (without extension) for such Tax Returnsreturns. After such time, before either the Company or the Purchaser shall dispose of any of such books and records, at least ninety calendar days prior written notice to such effect shall be given to the other party, and such other party shall be given an opportunity, at its cost and expense, to remove and retain all or any part of such books and records as such party may select; provided, however, that in no event shall either party be required to disclose to the other party any information relating to its operations other than the Assumed Business. Any information obtained under this Section 9.03 7.03 shall be kept confidential confidential, except as may be otherwise necessary in connection with the filing of Tax Returns returns or claims for Tax refund or in conducting a Tax an audit or other Tax proceeding.

Cooperation and Exchange of Information. The Parties shall Seller and the Purchaser will provide each provide the others other with such cooperation and information as any either of them reasonably may request of the others other in filing any Tax Return, amended Tax Return return or claim for refund, determining a Liability liability for Taxes or a right to a refund of Taxes, Taxes or participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase GSRP or a part of the Business acquired from the GSAM EntitiesTaxes. Such cooperation and information shall include but is not limited to providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, schedules and related work papers, opinions, memorandums, analyses, records papers and other documents relating to rulings or other determinations by Tax taxing authorities, but in no event shall either party be required to disclose to the other party any information relating to its operations other than the Company. The GSAM Entities Seller and GSRP the Purchaser shall (make their employees available on a mutually convenient basis to provide explanations of any documents or information provided hereunder. The Seller and GSRP after the Closing Purchaser will cause the GSRP Entities to) retain all Tax Returns, schedules and work papers, opinions, memorandums, analyses, papers and all material records and or other documents in their possession relating to Tax matters of GSRP, if any, the Company for the its taxable period that includes first ending after the Closing Date and for all prior taxable periods until the later of of: (ai) the expiration of the statute of limitations of the taxable periods to which such Tax Returns returns and other documents relate, without regard to extensions except to the extent notified by the other party in writing of such extensions for the respective Tax periods; or (bii) six (6) years following the due date (without extension) for such Tax Returnsreturns. After such time, before either the Seller or the Purchaser shall dispose of any of such books and records, at least ninety calendar days prior written notice to such effect shall be given to the other party, and such other party shall be given an opportunity, at its cost and expense, to remove and retain all or any part of such books and records as such party may select; PROVIDED, HOWEVER, that in no event shall either party be required to disclose to the other party any information relating to its operations other than the Company. Any information obtained under this Section 9.03 7.06 shall be kept confidential confidential, except as may be otherwise necessary in connection with the filing of Tax Returns returns or claims for Tax refund or in conducting a Tax an audit or other Tax proceeding.

Cooperation and Exchange of Information. The Parties Seller and Buyer, and their respective Affiliates, shall provide each provide the others other with such cooperation and information as any either of them reasonably may request of the others other in filing any Tax Return, amended Tax Return or claim for refund, determining a Liability liability for Taxes or a right to a refund of Taxes, Taxes or participating in or conducting any Tax Contest or any audit or other proceeding similar examination of Seller or Buyer or their respective Affiliates in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase GSRP or a part of the Business acquired from the GSAM EntitiesTaxes. Such cooperation and information shall include include, but is not be limited to to, providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers, opinions, memorandums, analyses, records papers and other documents relating to rulings or other determinations by Tax authoritiesTaxing Authorities. The GSAM Entities Each party and GSRP its Affiliates shall (make its employees available on a basis mutually convenient to both parties to provide explanations of any documents or information provided hereunder. Seller and GSRP after the Closing will cause the GSRP Entities to) Buyer shall each retain all Tax Returns, schedules and work papers, opinions, memorandums, analyses, records and other documents in their its possession relating to Tax matters of GSRP, if any, the Companies and the Subsidiaries for the each taxable period that includes first ending after the Closing Date and for all prior taxable periods until the later of (ai) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified in writing of such extensions for the respective Tax periods, or (bii) six three (63) years following the due date (without extension) for such Tax Returnsreturns. None of Seller, on the one hand, or Buyer, the Companies, or the Subsidiaries, on the other hand, shall dispose of any such materials unless it first offers in writing to the other party the right to take possession of such materials at such other party’s sole expense and the other party fails to accept such offer within fifteen (15) Business Days of the offer being made. Any information obtained under this Section 9.03 10.6 shall be kept confidential except as may be otherwise necessary in connection with the filing of Tax Returns or claims for Tax refund or in conducting a Tax audit Contest or other Tax proceedingas otherwise may be required by applicable law, regulation or the rules of any stock exchange.

Cooperation and Exchange of Information. The Parties Buyers and Seller shall, and shall cause their respective Affiliates to, provide each provide the others other with such cooperation and information as any either of them or their respective Affiliates reasonably may request of the others other in filing any Tax Return, amended Tax Return Return, or claim for refund, determining a Liability liability for Taxes or a right to a refund of Taxes, determining the amount of any loss or credit attributable to any of the Companies or their Subsidiaries, or participating in or conducting any audit Tax audit, examination, assessment or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase GSRP or a part of the Business acquired from the GSAM Entities(''Tax Contest’’). Such cooperation and information shall include but is not limited include, to the extent reasonably requested, providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers, opinions, memorandums, analyses, records papers and other documents relating to rulings or other determinations by Tax authorities. The GSAM Entities Each party and GSRP its Affiliates shall (make its employees available on a basis mutually convenient to both parties to provide explanations of any documents or information provided hereunder. Each of Buyers and GSRP after the Closing will Seller shall, and shall cause the GSRP Entities its respective Affiliates to) , retain all Tax Returns, schedules and work papers, opinions, memorandums, analyses, records and other documents in their its possession relating to Tax matters of GSRP, if any, the Companies and their Subsidiaries for the taxable each Tax period that includes first ending after the Closing Date and for all prior taxable periods years until the later of (ai) the expiration of the statute of limitations of the taxable periods years to which such Tax Returns and other documents relate, without regard to extension except to the extent notified in writing of such extensions for the respective Tax periods, or (bii) six (6) three years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 9.03 8.5 shall be kept confidential except as may be otherwise necessary in connection with the filing of Tax Returns or claims for Tax refund or in conducting a Tax audit Contest or other Tax proceedingas otherwise may be required by Law, regulation, or the rules of any stock exchange.

Cooperation and Exchange of Information. The Parties shall each provide the others with such cooperation and information as any of them reasonably may request of the others in filing any Tax Return, amended Tax Return or claim for refund, determining a Liability for Taxes or a right to a refund of Taxes, participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase GSRP Manager or a part of the Business business acquired from the GSAM EntitiesContributors by Annaly Sub. Such cooperation and information shall include but is not limited to providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers, opinions, memorandums, analyses, records and other documents relating to rulings or other determinations by Tax authorities. The GSAM Entities Contributors and GSRP Annaly shall (and GSRP Annaly after the Closing will cause the GSRP Manager Entities to) retain all Tax Returns, schedules and work papers, opinions, memorandums, analyses, records and other documents in their possession relating to Tax matters of GSRPManager, if any, for the taxable period that includes the Closing Date and for all prior taxable periods until the later of (ai) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, or (bii) six (6) years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 9.03 10.4 shall be kept confidential except as may be otherwise necessary in connection with the filing of Tax Returns or claims for Tax refund or in conducting a Tax an audit or other Tax proceeding.

Cooperation and Exchange of Information. The Parties Stockholder Representative, the Company, the Excluded Subsidiary Holding Company and Parent shall provide each provide the others other with such cooperation and information as any either of them reasonably may request of the others in filing any Tax Return, amended Tax Return pursuant to this Article VI or claim for refund, determining a Liability for Taxes or a right to a refund of Taxes, participating in or conducting connection with any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase GSRP or a part of the Business acquired from Company Entities or the GSAM Excluded Entities. Such cooperation and information shall include but is not limited to providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers, opinions, memorandums, analyses, records papers and other documents relating to rulings or other determinations by tax authorities, with the “relevant Tax authoritiesReturns” for purposes of this Section including only such Tax Returns in respect of which any Excluded Entity is a member of an affiliated, combined, consolidated or unitary Tax group together with any Company Entity. The GSAM Entities Each of Stockholder Representative, the Company, the Excluded Subsidiary Holding Company and GSRP Parent shall (and GSRP after the Closing will cause the GSRP Entities to) retain all relevant Tax Returns, and the related schedules and work papers, opinions, memorandums, analyses, records and other related documents in their its possession relating to Tax matters of GSRP, if any, the Company Entities or the Excluded Entities for the any taxable period that includes beginning before the Closing Date and for all prior taxable periods until the later of (a) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by any of the other parties in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or (b) six (6) years following the due date (without extension) for discarding any such Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Company Entities or the Excluded Entities for any taxable period beginning before the Closing Date, Stockholder Representative, the Company, the Excluded Subsidiary Holding Company or Parent (as the case may be) shall provide the other parties with reasonable written notice and offer the other parties the opportunity to take custody of such materials. Any information obtained under this Section 9.03 Within thirty (30) days after written request by the Stockholder Representative or any Stockholder to Parent (or as soon as reasonably practicable thereafter), Parent shall be kept confidential except provide Stockholder Representative or such Stockholder, as may be otherwise necessary in connection applicable, with the filing amount of net operating loss carryovers of the Company from Pre-Closing Tax Returns Periods claimed by Parent or claims its Affiliates on the Tax Return most recently filed before the date of the request (but, for Tax refund the avoidance of doubt, without regard to whether such amounts were properly claimed or in conducting a Tax audit or other Tax proceedingreported).

Cooperation and Exchange of Information. The Parties Upon the terms set forth in Section 6.02, the Seller and the Purchaser shall cooperate and provide each provide the others other with such cooperation and information as any either of them reasonably may request of the others other in filing any Tax Return, amended Tax Return or claim for refund, determining a Liability liability for Taxes or a right to a refund of Taxes, participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase GSRP all or a part of the Business acquired from the GSAM EntitiesPurchaser. Such cooperation and information shall include but is not limited to providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers, opinions, memorandums, analyses, records papers and other documents relating to rulings or other determinations by Tax authorities. The GSAM Entities Seller shall make its employees available on a basis mutually convenient to both parties to provide explanations of any documents or information provided hereunder. Each of the Seller and GSRP the Purchaser shall (and GSRP after the Closing will cause the GSRP Entities to) retain all Tax Returns, schedules and work papers, opinions, memorandums, analyses, records and other documents in their its possession relating to Tax matters of GSRP, if any, the Seller and the Company or the Business for the each taxable period that includes first ending after the Closing Date and for all prior taxable periods until the later of (a) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by the other party in writing of such extensions for the respective Tax periods, or (b) six (6) years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 9.03 7.06 shall be kept confidential in accordance with the Letter Agreement except as may be otherwise necessary in connection with the filing of Tax Returns or claims for Tax refund or in conducting a Tax an audit or other Tax proceeding.

Cooperation and Exchange of Information. The Parties shall Notwithstanding the provisions in Section 5.04, upon the terms set forth in this Section 7.05, ABB, on the one hand, and Purchaser, the OGP Purchasers and the OGP Subsidiaries, on the other hand, will provide each provide the others other with such cooperation and information as any either of them reasonably may request of the others other in filing any Tax ReturnReturn (including procuring necessary signatures of relevant officers for Tax Returns), amended Tax Return or claim for refund, determining a Liability liability for Taxes or a right to a refund of Taxes, participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase GSRP any of the OGP Subsidiaries or a any part of the OGP Business acquired from the GSAM EntitiesPurchaser or an OGP Purchaser. Such cooperation and information shall include but is not limited to providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers, opinions, memorandums, analyses, records papers and other documents relating to rulings or other determinations by Tax authoritiesTaxing Authorities. The GSAM Entities ABB, on the one hand, and GSRP Purchaser, the OGP Purchasers and the OGP Subsidiaries, on the other hand, shall (make their respective employees and GSRP after the Closing will cause employees of their respective Affiliates or Purchaser Affiliates, as applicable, available on a basis mutually convenient to the GSRP Entities to) parties to provide explanations of any documents or information provided hereunder. Each of ABB, Purchaser, the OGP Purchasers and the OGP Subsidiaries shall retain all Tax Returns, schedules and work papers, opinions, memorandums, analyses, records and other documents in their possession relating to Tax matters of GSRP, if any, the OGP Subsidiaries and the OGP Business for the each taxable period that includes first ending after the Closing Date and for all prior taxable periods until the later of (ai) the expiration of the statute period of limitations for the assessment of Taxes applicable to the relevant taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by the other party in writing of such extensions for the respective Tax periods, or (bii) six (6) eight years following the due date (without extension) for such Tax Returns; provided, however, that a party shall not dispose of any such materials if, at least 90 Business Days before the later of the end of either of the periods described in clause (i) or (ii), the other party has notified the disposing party of its desire to review such material, in which case such other party shall be given an opportunity, at its expense, to remove and retain all or any part of such materials. Any information obtained under this Section 9.03 7.05 shall be kept confidential confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for Tax refund or in conducting a Tax an audit or other Tax proceedingproceeding or participating in any Contest.

Cooperation and Exchange of Information. The Parties STRATTEC and WXXXX shall provide each provide the others other with such cooperation and information as any either of them reasonably may request of the others other in filing any Tax Return, amended Tax Return pursuant to this ARTICLE 4 or claim for refund, determining a Liability for Taxes or a right to a refund of Taxes, participating in or conducting connection with any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase GSRP or a part of the Business acquired from VAST Parties with respect to any taxable period beginning before the GSAM EntitiesClosing Date. Such cooperation and information shall include but is not limited to providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers, opinions, memorandums, analyses, records papers and other documents relating to rulings or other determinations by Tax authoritiesTaxing Authorities. The GSAM Entities Each of STRATTEC and GSRP WXXXX shall (and GSRP after the Closing will cause the GSRP Entities to) retain all Tax Returns, schedules and work papers, opinions, memorandums, analyses, records and other documents in their its possession relating to Tax matters of GSRP, if any, VAST Parties for the any taxable period that includes beginning before the Closing Date and for all prior taxable periods until the later of (a) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by the other party in writing of such extensions for the respective taxable periods. Prior to transferring, destroying or (b) six (6) years following the due date (without extension) for such discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the VAST Parties for any taxable period beginning before the Closing Date, STRATTEC and WXXXX (as the case may be) shall provide the other party with reasonable written notice and offer the other party the opportunity to take custody of such materials. Any information obtained under this Section 9.03 4.04 shall be kept confidential confidential, except (i) as may be otherwise necessary in connection with the filing of Tax Returns or claims for Tax refund or in conducting a Tax audit or defending an audit, examination, litigation or other Tax proceeding.Action, (ii) with the consent of the Parties, as the case may be or (iii) as required by applicable Law. Notwithstanding the above, STRATTEC and WXXXX, as applicable, shall not be required under this Section 4.04 or any other provision of this VAST Membership Interest Purchase Agreement (x) to provide to other Parties

Cooperation and Exchange of Information. The Parties shall Each Seller and the Purchaser will provide each provide the others other with such cooperation and information as any either of them reasonably may request of the others other (and the Purchaser shall cause the Companies to provide such cooperation and information) in filing any Tax Returnreturn, amended Tax Return return or claim for refund, determining a Liability any liability for Taxes or a right to a refund of Taxes, Taxes or participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase GSRP or a part of the Business acquired from the GSAM EntitiesTaxes. Such cooperation and information shall include but is not limited to providing copies of relevant Tax Returns returns or portions thereof, together with accompanying schedules, schedules and related work papers, opinions, memorandums, analyses, records papers and other documents relating to rulings or other determinations by Tax taxing authorities. The GSAM Entities Sellers shall make themselves available, and GSRP the Purchaser shall make its employees available (and GSRP after the Closing will shall cause the GSRP Entities toemployees of the Companies to be available) on a mutually convenient basis to provide explanations of any documents or information provided hereunder. The Purchaser will retain all Tax Returnsreturns, schedules and work papers, opinions, memorandums, analyses, papers and all material records and or other documents in their its possession relating to Tax matters of GSRP, if any, any Company for the taxable period that includes first ending after the Closing Date and for all prior taxable periods until the later of (ai) the expiration of the statute of limitations of the taxable periods to which such Tax Returns returns and other documents relate, without regard to extensions, or (bii) six (6) years following the due date (without extension) for such Tax Returnsreturns. After such time, before the Purchaser shall dispose of any such documents, the Purchaser shall, by 90 days prior written notice to the Sellers, give any Seller the opportunity (at such Seller's expense) to remove and retain all or any part of such documents as such Seller may select. Any information obtained under this Section 9.03 7.06 shall be kept confidential confidential, except as may be otherwise necessary in connection with the filing of Tax Returns returns or claims for Tax refund or in conducting a Tax an audit or other Tax proceeding.

Cooperation and Exchange of Information. The Parties Each of Seller, ExchangeCo and Buyer shall provide each provide the others other with such cooperation and information as any either of them reasonably may request of the others other in filing any Tax Return, amended Tax Return pursuant to this Article VI or claim for refund, determining a Liability for Taxes or a right to a refund of Taxes, participating in or conducting connection with any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase GSRP or a part of the Business acquired from the GSAM EntitiesCompany Group. Such cooperation and information shall include but is not limited to providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers, opinions, memorandums, analyses, records papers and other documents relating to rulings ruling or other determinations by Tax tax authorities. The GSAM Entities Each of Seller, ExchangeCo and GSRP Buyer shall (and GSRP after the Closing will cause the GSRP Entities to) retain all Tax Returns, schedules and work papers, opinions, memorandums, analyses, records and other documents in their its possession relating to Tax matters of GSRP, if any, the Company Group for the any taxable period that includes beginning before the Closing Date and for all prior taxable periods until the later of (a) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by the other party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or (b) six (6) years following the due date (without extension) for such discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Company Group for any taxable period beginning before the Closing Date, Seller, ExchangeCo or Buyer (as the case may be) shall provide the other party with reasonable written notice and offer the other party the opportunity to take custody of such materials. Any information obtained under this Section 9.03 Notwithstanding anything to the contrary contained herein, (i) Seller shall not be kept confidential except as may required to provide Buyer with a copy of, or otherwise disclose the contents of, any Consolidated Return and (ii) Buyer shall not be required to provide Seller or ExchangeCo with a copy of, or otherwise necessary in connection disclose the contents of, any Tax Claim with the filing of respect to a combined, consolidated, affiliates, unitary or aggregated Tax Returns Return that includes Buyer or claims for Tax refund or in conducting a Tax audit or other Tax proceeding.any Affiliate thereof. Securities Purchase Agreement 76 Project Acorn

Cooperation and Exchange of Information. The Parties shall Parent, CS and the Beverage Companies will provide each provide the others other with such cooperation and information as any of them reasonably may request of the others another in filing any Tax Return, amended Tax Return or claim for refund, determining a Liability liability for Taxes or a right to a refund of Taxes, Taxes or participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase GSRP or a part of the Business acquired from the GSAM EntitiesTaxes. Such cooperation and information shall include but is not limited the preparation of tax packages for Parent in substantially the same form and at the same time in which such information customarily was provided to Parent in previous Tax periods and providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, schedules and related work papers, opinions, memorandums, analyses, records papers and other documents comments relating to rulings or other determinations by Tax authorities. The GSAM Entities and GSRP Each such party shall (and GSRP after make its employees available on a mutually convenient basis to provide explanations of any documents or information provided hereunder. Subject to the Closing preceding sentence, each party required to file Tax Returns pursuant to this Agreement shall bear all costs of filing such Tax Returns. Each such party will cause the GSRP Entities to) retain all Tax Returns, schedules and work papers, opinions, memorandums, analyses, papers and all material records and or other documents in their possession relating to Tax matters of GSRP, if any, the Beverage Companies for the taxable their Tax period that includes first ending after the Closing Date and for all prior taxable Tax periods until the later of (a) the expiration of the statute of limitations of the taxable Tax periods to which such Tax Returns and other documents relate, or (b) six (6) eight years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 9.03 8.5 shall be kept confidential confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for Tax refund or in conducting a Tax an audit or other Tax proceeding. CS further agrees to comply, and to cause the Beverage Companies to comply, with the terms of IRS record retention requirements, including any record retention agreement entered into between the IRS and Parent previously furnished to CS.

Cooperation and Exchange of Information. The Parties shall Equityholders’ Representative, the Company and Parent will each provide the others with such cooperation and information as any of them reasonably may request of the others in filing any Tax Return, amended Tax Return or claim for refund, determining a Liability liability for Taxes or a right to a refund of Taxes, participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase GSRP either of the Surviving Corporation or a part of the Business business acquired from the GSAM EntitiesCompany by Parent. Such cooperation and information shall include but is not limited to providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers, opinions, memorandums, analyses, records papers and other documents relating to rulings or other determinations by Tax authorities. The GSAM Entities Equityholders’ Representative and GSRP Parent shall (and GSRP Parent after the Closing Effective Time will cause the GSRP Entities Surviving Corporation and its Subsidiaries, if any, to) retain all Tax Returns, schedules and work papers, opinions, memorandums, analyses, records and other documents in their possession relating to Tax matters of GSRPthe Surviving Corporation and its Subsidiaries, if any, for the taxable period that includes first ending after the Closing Date date of the Effective Time and for all prior taxable periods until the later of (ai) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, or (bii) six (6) years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 9.03 10.5 shall be kept confidential except as may be otherwise necessary in connection with the filing of Tax Returns or claims for Tax refund or in conducting a Tax an audit or other Tax proceeding.

Cooperation and Exchange of Information. The Parties Not more than sixty (60) days after the receipt of a customary package of Tax information materials from Seller, Purchaser shall, and shall cause its Affiliates to, provide to Seller a package of Tax information materials, including schedules and work papers required by Seller to enable Seller to prepare and file all Tax Returns required to be prepared and filed by it with respect to the Transferred Entities. Purchaser shall prepare such package completely and accurately, in good faith and in a manner consistent with Seller's past practice; provided, that the preparation of such Tax information materials shall not unreasonably interfere with the day-to-day responsibilities of Purchaser's employees or the employees of the Transferred Entities; and, provided, further, that Seller shall reimburse Purchaser for Purchaser's reasonable out-of-pocket expenses incurred in providing such Tax information materials, but only to the extent such expenses would not have been incurred but for Purchaser's obligation pursuant to this Section 7.10. In addition, each party hereto shall, and shall cause its Affiliates to, provide to the others with other party hereto such cooperation cooperation, documentation and information as any either of them reasonably may request of the others in (a) filing any Tax Return, amended Tax Return or claim for refund, (b) determining a Liability liability for Taxes or an indemnity obligation under this Article VII or a right to a refund of Taxes, participating in or (c) conducting any audit Tax Proceeding or other proceeding in respect (d) determining an allocation of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase GSRP or between a part of the Business acquired from the GSAM EntitiesPre-Closing Period and Post-Closing Period. Such cooperation and information shall include but is not limited to providing reasonably requested powers of attorney, copies of all relevant portions of relevant Tax Returns or portions thereofReturns, together with all relevant portions of relevant accompanying schedules, related schedules and relevant work papers, opinions, memorandums, analyses, records and other relevant documents relating to rulings or other determinations by taxing authorities and relevant records concerning the ownership and Tax authoritiesbasis of property and other information, which any such party may possess. The GSAM Entities and GSRP shall (and GSRP after the Closing Each party will cause the GSRP Entities to) retain all Tax Returns, schedules and work papers, opinions, memorandums, analyses, and all material records and other documents in their possession relating to Tax matters matters, of GSRP, if any, the relevant entities for the taxable period that includes their respective Tax periods ending on or prior to the Closing Date and for all prior taxable periods until the later of (ai) the expiration of the statute of limitations of for the taxable Tax periods to which such the Tax Returns and other documents relate, relate or (bii) six (6) eight years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 9.03 shall be kept confidential except as may be otherwise necessary in connection with Thereafter, the filing of party holding such Tax Returns or claims for other documents may dispose of them after offering the other party reasonable notice and opportunity to take possession of such Tax refund or in conducting a Tax audit or Returns and other Tax proceedingdocuments at such other party's own expense.

Cooperation and Exchange of Information. The Parties shall Seller and the Buyer will --------------------------------------- provide each provide the others other with such cooperation and information as any either of them reasonably may request of the others other in filing any Tax Returnreturn, amended Tax Return return or claim for refund, determining a Liability liability for Taxes or a right to a refund of Taxes, Taxes or participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase GSRP or a part of the Business acquired from the GSAM EntitiesTaxes. Such cooperation and information shall include but is not limited to providing copies of relevant Tax Returns returns or portions thereof, together with accompanying schedules, schedules and related work papers, opinions, memorandums, analyses, records papers and other documents relating to rulings or other determinations by Tax taxing authorities, but in no event shall the Seller or the Buyer be required to disclose to the other any information relating to the operations of either, as the case may be, other than information relating to a liability for Taxes of the Company. The GSAM Entities Seller and GSRP the Buyer shall (make their respective employees available on a mutually convenient basis to provide explanations of any documents or information provided hereunder. The Seller and GSRP after the Closing Buyer will cause the GSRP Entities to) retain all Tax Returnsreturns, schedules and work papers, opinions, memorandums, analyses, papers and all material records and or other documents in their possession relating to Tax matters of GSRP, if any, the Company for the its taxable period that includes first ending after the Closing Date and for all prior taxable periods until the later of (a) the expiration of the statute of limitations of the taxable periods to which such Tax Returns returns and other documents relate, without regard to extensions (but taking into account any extended statute of limitations applicable to a year in which a net operating loss is reported) except to the extent notified by the other party in writing of such extensions for the respective Tax periods. After such time, before the Buyer shall dispose of any of such books and records, at least ninety (90) calendar days prior written notice to such effect shall be given by the Buyer to the Seller, and the Seller shall be given an opportunity, at its cost and expense, to remove and retain all or (b) six (6) years following any of such books and records as the due date (without extension) for such Tax ReturnsSeller may select. Any information obtained under this Section 9.03 17.4 shall be kept confidential confidential, except as may be otherwise necessary in connection with the filing of Tax Returns returns or claims for Tax refund or in conducting a Tax an audit or other Tax proceeding.

Cooperation and Exchange of Information. The Parties Parent and Purchaser shall provide each provide the others other with such cooperation and information as any either of them reasonably may request of the others other in filing any Tax Return, amended Tax Return or claim for refund, determining a Liability liability for Taxes or a right to a refund of Taxes, participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase GSRP the Company or a part of the Business acquired any Subsidiary from the GSAM EntitiesPurchaser. Such cooperation and information shall include but is not limited to providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers, opinions, memorandums, analyses, records papers and other documents relating to rulings or other determinations by Tax any taxing authorities. The GSAM Entities Parent and GSRP Purchaser shall (make their respective employees available on a basis mutually convenient to both parties to provide explanations of any documents or information provided hereunder. Parent and GSRP after the Closing will cause the GSRP Entities to) Purchaser shall retain all Tax Returns, schedules and work papers, opinions, memorandums, analyses, records and other documents in their respective possession relating to Tax matters of GSRP, if any, the Company and the Subsidiaries for the each taxable period that includes the Closing Date first ending after September 30, 1996 and for all prior taxable years or periods until the later of (ai) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by the other party in writing of such extensions for the respective Tax years or periods, or (bii) six (6) years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 9.03 8.05 shall be kept confidential except as may be otherwise necessary in connection with the filing of Tax Returns or claims for Tax refund or in conducting a Tax an audit or other Tax proceeding.

Cooperation and Exchange of Information. The Parties shall Equityholders’ Representative, the Company and Parent will each provide the others with such cooperation and information as any of them reasonably may request of the others in filing any Tax Return, amended Tax Return or claim for refund, determining a Liability liability for Taxes or a right to a refund of Taxes, participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase GSRP either of the Company or its Subsidiaries or a part of the Business acquired business from the GSAM EntitiesParent. Such cooperation and information shall include but is not limited to providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers, opinions, memorandums, analyses, records papers and other documents relating to rulings or other determinations by Tax authorities. The GSAM Entities Equityholders’ Representative and GSRP Parent shall (and GSRP Parent after the Closing Effective Time will cause the GSRP Entities Surviving Corporation and its Subsidiaries to) retain all Tax Returns, schedules and work papers, opinions, memorandums, analyses, records and other documents in their possession relating to Tax matters of GSRP, if any, the Surviving Corporation and its Subsidiaries for the taxable period that includes first ending after the Closing Date date of the Effective Time and for all prior taxable periods until the later of (ai) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, or (bii) six (6) years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 9.03 10.5 shall be kept confidential except as may be otherwise necessary in connection with the filing of Tax Returns or claims for Tax refund or in conducting a Tax an audit or other Tax proceeding.

Cooperation and Exchange of Information. The Parties shall Sellers and Purchaser will provide each provide the others other with such cooperation and information as any either of them reasonably may request of the others other in filing any Tax Return, amended Tax Return or claim for refund, determining a Liability liability for Taxes or a right to a refund of Taxes, participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase GSRP the Company or a any of their Assets or any part of the Business acquired from the GSAM EntitiesPurchaser. Such cooperation and information shall include but is not limited to providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers, opinions, memorandums, analyses, records papers and other documents relating to rulings or other determinations by Tax authorities. The GSAM Entities Sellers shall be available (or shall cause their appropriate agents or representatives to be available) on a basis mutually convenient to all parties to provide explanations of any documents or information provided hereunder. Each of Sellers and GSRP Purchaser shall (and GSRP after the Closing will shall cause the GSRP Entities their appropriate agents and representatives to) retain all Tax Returns, schedules and work papers, opinions, memorandums, analyses, records and other documents in their possession relating to Tax matters of GSRP, if any, the Company for the each taxable period that includes first ending after the Closing Date and for all prior taxable periods until the later of (a) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by the other party in writing of such extensions for the respective Tax periods, or (b) six (6) years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 9.03 SECTION 9.06 shall be kept confidential in accordance with SECTION 13.05, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for Tax refund or in conducting a Tax an audit or other Tax proceeding.

Cooperation and Exchange of Information. The Parties Seller and Buyer shall provide each provide the others other with such cooperation and information as any either of them or their respective Affiliates may reasonably may request of the others other in filing any Tax Return, amended Tax Return or claim for refundTax Refund, determining a Liability liability for Taxes or a right to a refund of TaxesTax Refund, or participating in or conducting any audit or other proceeding contest in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase GSRP or (a part of the Business acquired from the GSAM Entities“Tax Contest”). Such cooperation and information shall include but is not limited to providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers, opinions, memorandums, analyses, records papers and other documents relating to rulings or other determinations by any Tax authoritiesAuthority. The GSAM Entities Without limiting the foregoing, Seller shall provide Buyer with a pro forma copy of the United States federal income tax return for each of SLD and GSRP shall (its subsidiaries for the taxable year of SLD and GSRP after each such subsidiary ending on the Closing will cause Date at least 30 days before the GSRP Entities to) due date of the United States federal income tax return of SLD for the taxable year ending at the end of the calendar year in which the Closing occurs. Each party and its Affiliates shall make its employees available on a basis mutually convenient to both parties to provide explanations of any documents or information provided hereunder. Each of Seller and Buyer shall retain all Tax Returns, schedules and work papers, opinions, memorandums, analyses, records and other documents in their its possession relating to Tax matters of GSRP, if any, the Acquired Companies for the taxable each Tax period that includes first ending after the Closing Date and for all prior taxable Tax periods until the later of (ai) the expiration of the statute of limitations of the taxable periods Tax period to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified in writing of such extensions for the respective Tax periods, or (bii) six three (63) years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 9.03 ‎8.4 shall be kept confidential except as otherwise may be otherwise necessary in connection with the filing of Tax Returns or claims for Tax refund Refunds or in conducting a Tax audit contest or other Tax proceedingas otherwise may be required by Applicable Law or the rules of any stock exchange. The parties shall conduct the foregoing so as not to unreasonably interfere with the conduct of business of the parties.

Cooperation and Exchange of Information. The Parties Buyer and Seller shall, and shall cause their respective Affiliates to, provide each provide the others other with such cooperation and information as any either of them or their respective Affiliates reasonably may request of the others other in filing any Tax Return, amended Tax Return Return, or claim for refund, determining a Liability liability for Taxes or a right to a refund of Taxes, determining the amount of any loss or credit attributable to the Company or its Subsidiaries, or participating in or conducting any audit Tax audit, examination, assessment or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase GSRP or a part of the Business acquired from the GSAM Entities("Tax Contest"). Such cooperation and information shall include but is not limited include, to the extent reasonably requested, providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers, opinions, memorandums, analyses, records papers and other documents relating to rulings or other determinations by Tax authorities. The GSAM Entities Each party and GSRP its Affiliates shall (make its employees available on a basis mutually convenient to both parties to provide explanations of any documents or information provided hereunder. Each of Buyer and GSRP after the Closing will Seller shall, and shall cause the GSRP Entities its respective Affiliates to) , retain all Tax Returns, schedules and work papers, opinions, memorandums, analyses, records and other documents in their its possession relating to Tax matters of GSRP, if any, the Company and its Subsidiaries for the taxable each Tax period that includes first ending after the Closing Date and for all prior taxable periods years until the later of (ai) the expiration of the statute of limitations of the taxable periods years to which such Tax Returns and other documents relate, without regard to extension except to the extent notified in writing of such extensions for the respective Tax periods, or (bii) six (6) three years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 9.03 8.5 shall be kept confidential except as may be otherwise necessary in connection with the filing of Tax Returns or claims for Tax refund or in conducting a Tax audit Contest or other Tax proceedingas otherwise may be required by Law, regulation, or the rules of any stock exchange.

Cooperation and Exchange of Information. The Parties shall Upon the terms set forth in Section 5.02 of this Agreement, the Sellers and the Purchaser will provide each provide the others other with such cooperation and information as any either of them reasonably may request of the others other in filing any Tax Return, amended Tax Return or claim for refund, determining a Liability liability for Taxes or a right to a refund of Taxes, participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase GSRP any of the Company or a the Subsidiaries or any part of the Business acquired from the GSAM EntitiesPurchaser. Such cooperation and information shall include but is not limited to providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers, opinions, memorandums, analyses, records papers and other documents relating to rulings or other determinations by Tax authorities. The GSAM Entities Company shall make its employees available on a basis mutually convenient to both parties to provide explanations of any documents or information provided hereunder. Each of the Sellers and GSRP the Purchaser shall (and GSRP after the Closing will cause the GSRP Entities to) retain all Tax Returns, schedules and work papers, opinions, memorandums, analyses, records and other documents in their its possession relating to Tax matters of GSRP, if any, the Company and the Subsidiaries for the each taxable period that includes first ending after the Closing Date and for all prior taxable periods until the later of (ai) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by the other party in writing of such extensions for the respective Tax periods, or (bii) six (6) years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 9.03 6.06 shall be kept confidential in accordance with Section 5.02 except as may be otherwise necessary in connection with the filing of Tax Returns or claims for Tax refund or in conducting a Tax an audit or other Tax proceeding.

Cooperation and Exchange of Information. The Parties Representative and Parent shall provide each provide the others other with such cooperation and information as any either of them reasonably may request of the others other in filing any Tax Return, amended Tax Return pursuant to this Article VII or claim for refund, determining a Liability for Taxes or a right to a refund of Taxes, participating in or conducting connection with any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase GSRP or a part of the Business acquired from the GSAM EntitiesCompany or any of its Subsidiaries. Such cooperation and information shall include but is not limited to providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers, opinions, memorandums, analyses, records papers and other documents relating to rulings or other determinations by any Tax authoritiesAuthority. The GSAM Entities Each of the Representative and GSRP Parent shall (and GSRP after the Closing will cause the GSRP Entities to) retain all Tax Returns, schedules and work papers, opinions, memorandums, analyses, records and other documents in their its possession relating to Tax matters of GSRP, if any, the Company and any of its Subsidiaries for the any taxable period that includes beginning before the Closing Date and for all prior taxable periods until the later of (a) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by the other party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or (b) six (6) years following the due date (without extension) for such discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Company or any of its Subsidiaries for any taxable period beginning before the Closing Date, the Representative or Parent (as the case may be) shall provide the other party with reasonable written notice and offer the other party the opportunity to take custody of such materials. Any information obtained under Notwithstanding anything in this Section 9.03 7.5 or elsewhere in this Agreement to the contrary, the Representative shall not be kept confidential except as may be otherwise necessary in connection with the filing of required to furnish to Parent any Tax Returns (or claims for information related thereto) of the Sellers or their affiliates (other than the Company and its Subsidiaries), including any Tax refund Return of an Affiliated Group of which the Sellers or in conducting any affiliate of any Seller (other than the Company or any of its Subsidiaries) is a Tax audit or other Tax proceedingmember.

Cooperation and Exchange of Information. The Parties AIC and Buyer shall provide each provide the others other with such cooperation and information as any either of them or their respective Affiliates may reasonably may request of the others other in filing any Tax Return, amended Tax Return or claim for refundTax Refund, determining a Liability for Taxes or a right to a refund of TaxesTax Refund, or participating in or conducting any audit audit, examination or other proceeding or contest in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase GSRP or (a part of the Business acquired from the GSAM Entities“Tax Contest”). Such cooperation and information shall include but is not limited to providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers, opinions, memorandums, analyses, records papers and other documents relating to rulings or other determinations by Tax authorities. The GSAM Entities Each party and GSRP its Affiliates shall (make its employees available on a basis mutually convenient to both parties to provide explanations of any documents or information provided hereunder. Each of AIC and GSRP after the Closing will cause the GSRP Entities to) Buyer shall retain all Tax Returns, schedules and work papers, opinions, memorandums, analyses, records and other documents in their its possession relating to Tax matters of GSRP, if any, the Companies for the taxable each Tax period that includes first ending after the Closing Date and for all prior taxable Tax periods until the later of (a) the expiration of the statute of limitations of the taxable periods Tax period to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified in writing of such extensions for the respective Tax periods, or (b) six (6) three years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 9.03 8.4 shall be kept confidential except as otherwise may be otherwise necessary in connection with the filing of Tax Returns or claims for Tax refund Refunds or in conducting a Tax audit contest or other Tax proceedingas otherwise may be required by Applicable Law or the rules of any stock exchange.

Cooperation and Exchange of Information. The Parties Buyers and Seller shall, and shall cause their respective Affiliates to, provide each provide the others other with such cooperation and information as any either of them or their respective Affiliates reasonably may request of the others other in filing any Tax Return, amended Tax Return Return, or claim for refund, determining a Liability liability for Taxes or a right to a refund of Taxes, determining the amount of any loss or credit attributable to any of the Companies or their Subsidiaries, or participating in or conducting any audit Tax audit, examination, assessment or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase GSRP or a part of the Business acquired from the GSAM Entities(''Tax Contest''). Such cooperation and information shall include but is not limited include, to the extent reasonably requested, providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers, opinions, memorandums, analyses, records papers and other documents relating to rulings or other determinations by Tax authorities. The GSAM Entities Each party and GSRP its Affiliates shall (make its employees available on a basis mutually convenient to both parties to provide explanations of any documents or information provided hereunder. Each of Buyers and GSRP after the Closing will Seller shall, and shall cause the GSRP Entities its respective Affiliates to) , retain all Tax Returns, schedules and work papers, opinions, memorandums, analyses, records and other documents in their its possession relating to Tax matters of GSRP, if any, the Companies and their Subsidiaries for the taxable each Tax period that includes first ending after the Closing Date and for all prior taxable periods years until the later of (ai) the expiration of the statute of limitations of the taxable periods years to which such Tax Returns and other documents relate, without regard to extension except to the extent notified in writing of such extensions for the respective Tax periods, or (bii) six (6) three years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 9.03 8.5 shall be kept confidential except as may be otherwise necessary in connection with the filing of Tax Returns or claims for Tax refund or in conducting a Tax audit Contest or other Tax proceedingas otherwise may be required by Law, regulation, or the rules of any stock exchange.

Cooperation and Exchange of Information. The Parties shall Seller and the Purchaser will provide each provide the others other with such cooperation and information as any either of them reasonably may request of the others other in filing any Tax Returnreturn, amended Tax Return return or claim for refund, determining a Liability liability for Taxes or a right to a refund of Taxes, Taxes or participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase GSRP or a part of the Business acquired from the GSAM EntitiesTaxes. Such cooperation and information shall include but is not limited to providing copies of relevant Tax Returns returns or portions thereof, together with accompanying schedules, schedules and related work papers, opinions, memorandums, analyses, records papers and other documents relating to rulings or other determinations by Tax taxing authorities, but in no event shall the Seller or the Purchaser be required to disclose to the other any information relating to the operations of either, as the case may be, other than information relating to the Company. The GSAM Entities Seller and GSRP the Purchaser shall (make its employees available on a mutually convenient basis to provide explanations of any documents or information provided hereunder. The Seller and GSRP after the Closing Purchaser will cause the GSRP Entities to) retain all Tax Returnsreturns, schedules and work papers, opinions, memorandums, analyses, papers and all material records and or other documents in their possession relating to Tax matters of GSRP, if any, the Company for the its taxable period that includes first ending after the Closing Date and for all prior taxable periods until the later of of: (ai) the expiration of the statute of limitations of the taxable periods to which such Tax Returns returns and other documents relate, without regard to extensions except to the extent notified by the other party in writing of such extensions for the respective Tax periods; or (bii) six (6) years following the due date (without extension) for such Tax Returnsreturns. After such time, before the Purchaser shall dispose of any of such books and records, at least 90 calendar days prior written notice to such effect shall be given by the Purchaser to the Seller, and the Seller shall be given an opportunity, at its cost and expense, to remove and retain all or any part of such books and records as the Seller may select. Any information obtained under this Section 9.03 7.06 shall be kept confidential confidential, except as may be otherwise necessary in connection with the filing of Tax Returns returns or claims for Tax refund or in conducting a Tax an audit or other Tax proceeding.

Cooperation and Exchange of Information. The Parties shall Notwithstanding anything to the contrary in Section 5.02 of this Agreement, the Seller, on the one hand, and the Purchaser and the Company, on the other hand, will provide each provide the others other with such cooperation and information as any either of them reasonably may request of the others other in filing any Tax Return, amended Tax Return or claim for refund, determining a Liability liability for Taxes or a right to a refund of Taxes, participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase GSRP the Company or a any part of the Business acquired its business from the GSAM EntitiesPurchaser. Such cooperation and information shall include but is not limited to providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers, opinions, memorandums, analyses, records papers and other documents relating to rulings or other determinations by Tax authorities. The GSAM Entities Seller shall make its employees available on a basis mutually convenient to both parties to provide explanations of any documents or information provided hereunder. Each of the Seller, on the one hand, and GSRP the Purchaser and the Company, on the other hand, shall (and GSRP after the Closing will cause the GSRP Entities to) retain all Tax Returns, schedules and work papers, opinions, memorandums, analyses, records and other documents in their its possession relating to Tax matters of GSRP, if any, the Company for the each taxable period that includes first ending after the Closing Date and for all prior taxable periods until the later of (a) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by the other party in writing of such extensions for the respective Tax periods, or (b) six (6) years following the due date (without extension) for such Tax Returns. Seller shall not dispose of, or destroy, any Tax Returns or other Tax records or documents in its possession relating to the Company unless Seller first gives the Purchaser the opportunity (by written notice to Purchaser) to take possession of such Tax Returns, records or documents. Any information obtained under this Section 9.03 7.06 shall be kept confidential in accordance with Section 5.03, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for Tax refund or in conducting a Tax an audit or other Tax proceeding.