Common use of Income Tax Allocation and Reporting Clause in Contracts

Income Tax Allocation and Reporting. (a) The Parties agree that, for tax reporting purposes, all interest and other income from investment of the Escrow Property shall, as of the end of each calendar year and to the extent required by the Internal Revenue Service, be reported as having been earned by Parent, whether or not such income was disbursed during such calendar year. If any interest or other income is earned on any investment of any portion of the Escrow Property, then within five (5) Business Days after the end of each calendar quarter in which such interest or other income is earned, and in addition, on a day that is at least one (1) Business Day prior to the final disbursement of the balance of the Escrow Property, the Escrow Agent shall disburse to Parent, in accordance with the payment instructions attached as Exhibit D hereto which may be amended and supplemented from time to time by Parent (without any requirement of the consent of any other Party), an amount equal to 40% of the amount of such interest or other income earned thereon, in each case, since the end of the prior calendar quarter. (b) For certain payments made pursuant to this Escrow Agreement, the Escrow Agent may be required to make a “reportable payment” or “withholdable payment” and in such cases the Escrow Agent shall have the duty to act as a payor or withholding agent, respectively, that is responsible for any tax withholding and reporting required under Chapters 3, 4, and 61 of the United States Internal Revenue Code of 1986, as amended (the “Code”). The Escrow Agent shall have the sole right to make the determination as to which payments are “reportable payments” or “withholdable payments.” All parties to this Escrow Agreement shall provide an executed IRS Form W-9 or appropriate IRS Form W-8 (or, in each case, any successor form) to the Escrow Agent prior to the date hereof, and shall promptly update any such form to the extent such form becomes obsolete or inaccurate in any respect. The Escrow Agent shall have the right to request from any party to this Escrow Agreement, or any other person or entity entitled to payment hereunder, any additional forms, documentation or other information as may be reasonably necessary for the Escrow Agent to satisfy its reporting and withholding obligations under the Code. To the extent any such forms to be delivered under this Section 1.6(b) are not provided prior to the date hereof or by the time the related payment is required to be made or are determined by the Escrow Agent to be incomplete and/or inaccurate in any respect, the Escrow Agent shall be entitled to withhold (without liability) a portion of any interest or other income earned on the investment of the Escrow Property or on any such payments hereunder to the extent withholding is required under Chapters 3, 4, or 61 of the Code, and shall have no obligation to gross up any such payment. (c) To the extent that the Escrow Agent becomes liable for the payment of any taxes in respect of income derived from the investment of the Escrow Property, the Escrow Agent shall satisfy such liability to the extent possible from the Escrow Property. The Parties, jointly and severally, shall indemnify, defend and hold the Escrow Agent harmless from and against any tax, late payment, interest, penalty or other cost or expense that may be assessed against the Escrow Agent on or with respect to the Escrow Property and the investment thereof unless such tax, late payment, interest, penalty or other expense was directly caused by the gross negligence or willful misconduct of the Escrow Agent. The indemnification provided by this Section 1.6(c) is in addition to the indemnification provided in Section 3.1 and shall survive the resignation or removal of the Escrow Agent and the termination of this Escrow Agreement.

Income Tax Allocation and Reporting. (a) The Parties agree that, for federal income tax reporting purposes, Seller Parties shall be treated as owner of the Escrow Funds and all interest and other income from investment of the Escrow Property Funds shall, as of the end of each calendar year and to the extent required by the Internal Revenue Service, be reported as having been earned 100% by ParentSeller, 0% by Mooresville, and 0% by Davidson) , whether or not such income was disbursed during such calendar year. If any interest or other income is earned on any investment of any portion of the Escrow Property, then within five (5) Business Days after the end of each calendar quarter in which such interest or other income is earned, and in addition, on a day that is at least one (1) Business Day prior to the final disbursement of the balance of the Escrow Property, the Escrow Agent shall disburse to Parent, in accordance with the payment instructions attached as Exhibit D hereto which may be amended and supplemented from time to time by Parent (without any requirement of the consent of any other Party), an amount equal to 40% of the amount of such interest or other income earned thereon, in each case, since the end of the prior calendar quarter. (b) For certain payments made pursuant to this Escrow Agreement, the Escrow Agent may be required to make a “reportable payment” or “withholdable payment” and in such cases the Escrow Agent shall have the duty to act as a payor or withholding agent, respectively, that is responsible for any tax withholding and reporting required under Chapters 3, 4, and 61 of the United States Internal Revenue Code of 1986, as amended (the “Code”). The Escrow Agent shall have the sole right to make the determination as to which payments are “reportable payments” or “withholdable payments.” All parties Parties to this Escrow Agreement shall provide an executed IRS Form W-9 or appropriate IRS Form W-8 (or, in each case, any successor form) to the Escrow Agent prior to the date hereof, and shall promptly update any such form to the extent such form becomes obsolete or inaccurate in any respect. The Escrow Agent shall have the right to request from any party Party to this Escrow Agreement, or any other person or entity entitled to payment hereunder, any additional forms, documentation or other information as may be reasonably necessary for the Escrow Agent to satisfy its reporting and withholding obligations under the Code. To the extent any such forms to be delivered under this Section 1.6(b1.8(b) are not provided prior to the date hereof or by the time the related payment is required to be made or are determined by the Escrow Agent to be incomplete and/or inaccurate in any respect, the Escrow Agent shall be entitled to withhold (without liability) a portion of any interest or other income earned on the investment of the Escrow Property Funds or on any such payments hereunder to the extent withholding is required under Chapters 3, 4, or 61 of the Code, and shall have no obligation to gross up any such payment. (c) To the extent that the Escrow Agent becomes liable for the payment of any taxes in respect of income derived from the investment of the Escrow Property, the Escrow Agent shall satisfy such liability to the extent possible from the Escrow Property. The Parties, jointly and severally, shall indemnify, defend and hold the Escrow Agent harmless from and against any tax, late payment, interest, penalty or other cost or expense that may be assessed against the Escrow Agent on or with respect to the Escrow Property and the investment thereof Funds unless such tax, late payment, interest, penalty or other expense was directly caused by the gross negligence or willful misconduct of the Escrow Agent. The indemnification provided by this Section 1.6(c1.8(c) is in addition to the indemnification provided in Section 3.1 and shall survive the resignation or removal of the Escrow Agent and the termination of this Escrow Agreement. (d) The Parties hereto acknowledge that, in order to help fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record information that identifies each person or corporation who opens an account and /or enters into a business relationship. Each Party hereby agrees that it shall provide the Escrow Agent with such information as the Escrow Agent may reasonably request, including, but not limited to, such Party’s name, physical address, tax identification number and other information that is necessary for the Escrow Agent to identify and verify such Party’s identity (such as organizational documents, certificates of good standing, and licenses to do business). For the avoidance of doubt, neither Xxxxxxxxx nor Seller Parties shall be obligated to assist in obtaining or providing information requested by the Escrow Agent that pertains to the identity of the other Party or such other Party’s successors or assigns and Purchaser shall not be obligated to assist in obtaining or providing information requested by the Escrow Agent that pertains to the identity of the Seller Parties or the successors or assigns of any of the Seller Parties.

Income Tax Allocation and Reporting. (a) The Parties agree that, for tax reporting purposes, all interest and other income from investment of the Escrow Property shall, as of the end of each calendar year and to the extent required by the Internal Revenue Service, be reported as having been earned by Seller Parent, whether or not such income was disbursed during such calendar year. If any interest or other income is earned on any investment of any portion of the Escrow Property, then within five (5) Business Days after the end of each calendar quarter in which such interest or other income is earned, and in addition, on a day that is at least one (1) Business Day prior to the final disbursement of the balance of the Escrow Property, the Escrow Agent shall disburse to Parent, in accordance with the payment instructions attached as Exhibit D hereto which may be amended and supplemented from time to time by Parent (without any requirement of the consent of any other Party), an amount equal to 40% of the amount of such interest or other income earned thereon, in each case, since the end of the prior calendar quarter. (b) For certain payments made pursuant to this Escrow Agreement, the Escrow Agent may be required to make a “reportable payment” or “withholdable payment” and in such cases the Escrow Agent shall have the duty to act as a payor or withholding agent, respectively, that is responsible for any tax withholding and reporting required under Chapters 3, 4, and 61 of the United States Internal Revenue Code of 1986, as amended (the “Code”). The Escrow Agent shall have the sole right to make the determination as to which payments are “reportable payments” or “withholdable payments.” All parties to this Escrow Agreement shall provide an executed IRS Form W-9 or appropriate IRS Form W-8 (or, in each case, any successor form) to the Escrow Agent prior to the date hereof, and shall promptly update any such form to the extent such form becomes obsolete or inaccurate in any respect. The Escrow Agent shall have the right to request from any party to this Escrow Agreement, or any other person or entity entitled to payment hereunder, any additional forms, documentation or other information as may be reasonably necessary for the Escrow Agent to satisfy its reporting and withholding obligations under the Code. To the extent any such forms to be delivered under this Section 1.6(b1.5(b) are not provided prior to the date hereof or by the time the related payment is required to be made or are determined by the Escrow Agent to be incomplete and/or inaccurate in any respect, the Escrow Agent shall be entitled to withhold (without liability) a portion of any interest or other income earned on the investment of the Escrow Property or on any such payments hereunder to the extent withholding is required under Chapters 3, 4, or 61 of the Code, and shall have no obligation to gross up any such payment. (c) To the extent that the Escrow Agent becomes liable for the payment of any taxes in respect of income derived from the investment of the Escrow Property, the Escrow Agent shall satisfy such liability to the extent possible from the Escrow Property. The Parties, jointly and severally, shall indemnify, defend and hold the Escrow Agent harmless from and against any tax, late payment, interest, penalty or other cost or expense that may be assessed against the Escrow Agent on or with respect to the Escrow Property and the investment thereof unless such tax, late payment, interest, penalty or other expense was directly caused by the gross negligence or willful misconduct of the Escrow Agent. The indemnification provided by this Section 1.6(c1.5(c) is in addition to the indemnification provided in Section 3.1 and shall survive the resignation or removal of the Escrow Agent and the termination of this Escrow Agreement. (d) The Parties hereto acknowledge that, in order to help fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify and record information that identifies each person or corporation who opens an account and /or enters into a business relationship. The Parties hereby agree that they shall provide the Escrow Agent with such information as the Escrow Agent may request including, but not limited to, each Party’s name, physical address, tax identification number and other information that will assist the Escrow Agent in identifying and verifying each Party’s identity such as organizational documents, certificates of good standing, licenses to do business, or other pertinent identifying information.

Income Tax Allocation and Reporting. (a) The Parties agree that, for tax reporting purposes, all interest and other income from investment of on the Escrow Property shall, as of the end of each calendar year and to the extent required by the Internal Revenue Service, be reported as having been earned by Parentthe Receiver and Receivership Estate, whether or not such income was disbursed during such calendar year. If any interest or other income is earned on any investment of any portion of , except that in the case that the Escrow PropertyProperty is transferred to EY’s Repayment Account, then within five (5) Business Days after all interest shall be reported as having been earned by EY in the end of each calendar quarter in which such interest or other income is earned, and in addition, on a day year that is at least one (1) Business Day prior the Escrow Property was transferred to the final disbursement of the balance of the Escrow Property, the Escrow Agent shall disburse to Parent, in accordance with the payment instructions attached as Exhibit D hereto which may be amended and supplemented from time to time by Parent (without any requirement of the consent of any other Party), an amount equal to 40% of the amount of such interest or other income earned thereon, in each case, since the end of the prior calendar quarterRepayment Account. (b) For certain payments made pursuant to this Escrow Agreement, the Escrow Agent may be required to make a “reportable payment” or “withholdable payment” and in such cases the Escrow Agent shall have the duty to act as a payor or withholding agent, respectively, that is responsible for any tax withholding and reporting required under Chapters 3, 4, and 61 of the United States Internal Revenue Code of 1986, as amended (the “Code”). The Escrow Agent shall have the sole right to make the determination as to which payments are “reportable payments” or “withholdable payments.” All parties Within thirty (30) days of the Agreement Date, the Parties shall each provide to this the Escrow Agreement shall provide Agent an executed IRS Form W-9 or appropriate IRS Form W-8 (or, in each case, any successor form) to the Escrow Agent prior to the date hereof), and shall promptly update any such form to the extent such form becomes obsolete or inaccurate in any respectrespect during the term of the Escrow Agreement. The Escrow Agent shall have the right to request from any party Party to this Escrow Agreement, or any other person or entity entitled to payment hereunder, Agreement any additional forms, documentation documentation, or other information as may be reasonably necessary for the Escrow Agent to satisfy its reporting and withholding obligations under the Code. To the extent any such forms to be delivered under this Section 1.6(b1.5(b) are not provided prior to the date hereof or by the time the related payment is required to be made or are determined by the Escrow Agent to be incomplete and/or inaccurate in any material respect, the Escrow Agent shall be entitled to withhold (without liability) a portion of any interest or other income earned on the investment of the Escrow Property or on any such payments hereunder to the extent withholding is required under Chapters 3, 4, or 61 of the Code, and shall have no obligation to gross up any such payment. (c) To the extent that the Escrow Agent becomes liable for the payment of any taxes in respect of income derived from the investment of interest on the Escrow Property, the Escrow Agent shall satisfy such liability to the extent possible from the Escrow Property. The PartiesIn the event the Escrow Property is disbursed pursuant to Section 1.3(a) of this Escrow Agreement and for such time as the Escrow Property remains in the Escrow Account, jointly and severally, the Receiver shall indemnify, defend and hold the Escrow Agent harmless from and against any tax, late payment, interest, penalty or other cost or expense that may be assessed against the Escrow Agent on or with respect to the Escrow Property and the investment thereof interest thereon unless such tax, late payment, interest, penalty or other expense was directly caused by the negligence, gross negligence negligence, or willful misconduct of the Escrow Agent. In the event the Escrow Property is disbursed pursuant to Section 1.3(b) of this Escrow Agreement, EY shall indemnify, defend and hold the Escrow Agent harmless from and against any tax, late payment, interest, penalty or other cost or expense that may be assessed against the Escrow Agent on or with respect to the Escrow Property and the interest thereon unless such tax, late payment, interest, penalty or other expense was directly caused by the negligence, gross negligence, or misconduct of the Escrow Agent. The indemnification indemnifications provided by this Section 1.6(c1.5(c) is are in addition to the indemnification provided in Section 3.1 and shall survive the resignation or removal of the Escrow Agent and the termination of this Escrow Agreement. (d) The Parties hereto acknowledge that, in order to help fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify and record information that identifies each person or corporation who opens an account and/or enters into a business relationship. The Parties hereby agree that they shall provide the Escrow Agent with such information as the Escrow Agent may request including, but not limited to, each Party’s name, physical address, tax identification number and other information that will assist the Escrow Agent in identifying and verifying each Party’s identity, such as organizational documents, certificates of good standing, licenses to do business, or other pertinent identifying information.

Income Tax Allocation and Reporting. (a) The Parties agree that, for tax reporting purposes, all interest and other income from investment of the Escrow Property shall, Holdings LP shall be treated as of the end of each calendar year and to the extent required by the Internal Revenue Service, be reported as having been earned by Parent, whether or not such income was disbursed during such calendar year. If any interest or other income is earned on any investment of any portion of owning the Escrow Property, then within five (5) Business Days after the end of each calendar quarter in which such interest or other income is earned, and in addition, on a day that is at least one (1) Business Day prior to the final disbursement of the balance of the Escrow Property, the Escrow Agent shall disburse to Parent, in accordance with the payment instructions attached as Exhibit D hereto which may be amended and supplemented from time to time by Parent (without any requirement of the consent of any other Party), an amount equal to 40% of the amount of such interest or other income earned thereon, in each case, since the end of the prior calendar quarter. (b) For certain payments made pursuant to this Escrow Agreement, the Escrow Agent may be required to make a “reportable payment” or “withholdable payment” and in such cases the Escrow Agent shall have the duty to act as a payor or withholding agent, respectively, that is responsible for any tax withholding and reporting required under Chapters 3, 4, and 61 of the United States Internal Revenue Code of 1986, as amended (the “Code”). The Escrow Agent shall have the sole right to make the determination as to which payments are “reportable payments” or “withholdable payments.” All parties to this Escrow Agreement shall provide an executed IRS Form W-9 or appropriate IRS Form W-8 (or, in each case, any successor form) to the Escrow Agent prior to the date hereof, and shall promptly update any such form to the extent such form becomes obsolete or inaccurate in any respect. The Escrow Agent shall have the right to request from any party Party to this Escrow Agreement, or any other person or entity entitled to payment hereunder, any additional forms, documentation or other information as may be reasonably necessary for the Escrow Agent to satisfy its reporting and withholding obligations under the Code. To the extent any such forms to be delivered under this Section 1.6(b1.5(b) are not provided prior to the date hereof or by the time the related payment is required to be made or are determined by the Escrow Agent to be incomplete and/or inaccurate in any respect, the Escrow Agent shall be entitled to withhold (without liability) a portion of any interest or other income earned on the investment of derived from the Escrow Property or on any such payments hereunder to the extent withholding is required under Chapters 3, 4, or 61 of the Code, and shall have no obligation to gross up any such payment. (c) To the extent that the Escrow Agent becomes liable for the payment of any taxes in respect of income derived from the investment of the Escrow Property, the Escrow Agent shall satisfy such liability to the extent possible from the Escrow Property. The Parties, jointly severally and severallynot jointly, shall indemnify, defend and hold the Escrow Agent harmless from and against any tax, late payment, interest, penalty or other cost or expense that may be assessed against the Escrow Agent on or with respect to the Escrow Property and the investment thereof Units unless such tax, late payment, interest, penalty or other expense was directly caused by the gross negligence or willful misconduct of the Escrow Agent. The indemnification provided by this Section 1.6(c1.5(c) is in addition to the indemnification provided in Section 3.1 and shall survive the resignation or removal of the Escrow Agent and the termination of this Escrow Agreement. (d) The Parties hereto acknowledge that, in order to help fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record information that identifies each person or corporation who opens an account and/or enters into a business relationship. The Parties hereby agree that they shall provide the Escrow Agent with such information as the Escrow Agent may request including, but not limited to, each Party’s name, physical address, tax identification number and other information that will assist the Escrow Agent in identifying and verifying each Party’s identity such as organizational documents, certificates of good standing, licenses to do business, or other pertinent identifying information. (e) Notwithstanding anything to the contrary contained in this Agreement, upon receipt of Tax Distribution Instructions (as defined below) which may be delivered on a quarterly basis, Escrow Agent shall pay to Holdings LP the Tax Distribution Amount (as defined below) set forth in such Tax Distribution Instructions from any cash distributions received by Escrow Agent on the Escrow Units. For purposes of this Agreement, “Tax Distribution Amount” shall mean the amount necessary for Holdings LP to distribute on a quarterly basis any required tax distributions pursuant to the Holdings LP Organizational Documents in effect as of the date hereof related to any income allocated to Holdings LP in connection with the Escrow Units, as determined in the reasonable discretion of Holdings LP based on (i) the requirements of the Holdings LP Organizational Documents in effect as of the date hereof and (ii) AMID’s expected profit and loss allocations for the relevant period, as determined in the reasonable discretion of AMID. Holdings LP and AMID agree to cooperate with each other and act reasonably and in good faith in the determination of the quarterly Tax Distribution Amount and timely request for payment in accordance with this

Income Tax Allocation and Reporting. (a) The Parties agree that, for tax reporting purposes, all interest and other income from investment of the Escrow Property shall, as of the end of each calendar year and to the extent required by the Internal Revenue Service, be reported as having been earned by ParentSeller, whether or not such income was disbursed during such calendar year. If any interest or other income is earned on any investment of any portion of the Escrow Property, then within five (5) Business Days after the end of each calendar quarter in which such interest or other income is earned, and in addition, on a day that is at least one (1) Business Day prior to the final disbursement of the balance of the Escrow Property, the Escrow Agent shall disburse to Parent, in accordance with the payment instructions attached as Exhibit D hereto which may be amended and supplemented from time to time by Parent (without any requirement of the consent of any other Party), an amount equal to 40% of the amount of such interest or other income earned thereon, in each case, since the end of the prior calendar quarter. (b) For certain payments made pursuant to this Escrow Agreement, the Escrow Agent may be required to make a “"reportable payment” " or “"withholdable payment” " and in such cases the Escrow Agent shall have the duty to act as a payor or withholding agent, respectively, that is responsible for any tax withholding and reporting required under Chapters 3, 4, and 61 of the United States Internal Revenue Code of 1986, as amended (the “"Code”"). The Escrow Agent shall have the sole right to make the determination as to which payments are “"reportable payments” " or “"withholdable payments.” " All parties to this Escrow Agreement shall provide an executed IRS Form W-9 or appropriate IRS Form W-8 (or, in each case, any successor form) to the Escrow Agent prior to the date hereof, and shall promptly update any such form to the extent such form becomes obsolete or inaccurate in any respect. The Escrow Agent shall have the right to request from any party to this Escrow Agreement, or any other person or entity entitled to payment hereunder, any additional forms, documentation or other information as may be reasonably necessary for the Escrow Agent to satisfy its reporting and withholding obligations under the Code. To the extent any such forms to be delivered under this Section 1.6(b) are not provided prior to the date hereof or by the time the related payment is required to be made or are determined by the Escrow Agent to be incomplete and/or inaccurate in any respect, the Escrow Agent shall be entitled to withhold (without liability) a portion of any interest or other income earned on the investment of the Escrow Property or on any such payments hereunder to the extent withholding is required under Chapters 3, 4, or 61 of the Code, and shall have no obligation to gross up any such payment. (c) To the extent that the Escrow Agent becomes liable for the payment of any taxes in respect of income derived from the investment of the Escrow Property, the Escrow Agent shall satisfy such liability to the extent possible from the Escrow Property. The Subject to Section 3.1, the Parties, jointly and severally, shall indemnify, defend and hold the Escrow Agent harmless from and against any tax, late payment, interest, penalty or other cost or expense that may be assessed against the Escrow Agent on or with respect to the Escrow Property and the investment thereof unless such tax, late payment, interest, penalty or other expense was directly caused by the gross negligence or willful misconduct of the Escrow Agent. The indemnification provided by this Section 1.6(c) is in addition to the indemnification provided in Section 3.1 and shall survive the resignation or removal of the Escrow Agent and the termination of this Escrow Agreement. (d) The Parties hereto acknowledge that, in order to help fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify and record information that identifies each person or corporation who opens an account and /or enters into a business relationship. The Parties hereby agree that they shall provide the Escrow Agent with such information as the Escrow Agent may request including, but not limited to, each Party's name, physical address, tax identification number and other information that will assist the Escrow Agent in identifying and verifying each Party's identity such as organizational documents, certificates of good standing, licenses to do business, or other pertinent identifying information.

Income Tax Allocation and Reporting. (a) The Performing Parties agree that, for tax reporting purposes, all interest and other income from investment of the Escrow Property shall, as of the end of each calendar year and to the extent required by the Internal Revenue Service, be reported as having been earned by ParentVigor, whether or not such income was disbursed during such calendar year. If any interest or other income is earned on any investment of any portion of the Escrow Property, then within five (5) Business Days after the end of each calendar quarter in which such interest or other income is earned, and in addition, on a day that is at least one (1) Business Day prior to the final disbursement of the balance of the Escrow Property, the Escrow Agent shall disburse to Parent, in accordance with the payment instructions attached as Exhibit D hereto which may be amended and supplemented from time to time by Parent (without any requirement of the consent of any other Party), an amount equal to 40% of the amount of such interest or other income earned thereon, in each case, since the end of the prior calendar quarter. (b) For certain payments made pursuant to Section 1.3(b) of this Escrow Agreement, the Escrow Agent may be required to make a “reportable payment” or “withholdable payment” and in such cases the Escrow Agent shall have the duty to act as a payor or withholding agent, respectively, that is responsible for any tax withholding and reporting required under Chapters 3, 4, and 61 of the United States Internal Revenue Code of 1986, as amended (the “Code”). The Escrow Agent shall have the sole right to make the determination as to which payments are “reportable payments” or “withholdable payments.” All parties to this Escrow Agreement Vigor shall provide an executed IRS Form W-9 or appropriate IRS Form W-8 (or, in each case, any successor form) to the Escrow Agent prior to the date hereof, and shall promptly update any such form to the extent such form becomes obsolete or inaccurate in any respect. The Escrow Agent shall have the right to request from any party to this Escrow Agreement, or any other person or entity entitled to payment hereunder, any additional forms, documentation or other information as may be reasonably necessary for the Escrow Agent to satisfy its reporting and withholding obligations under the Code. To the extent any such forms to be delivered under this Section 1.6(b1.5(b) are not provided prior to the date hereof or by the time the related payment is required to be made or are determined by the Escrow Agent to be incomplete and/or inaccurate in any respectincomplete, inaccurate, or both, the Escrow Agent shall be entitled to withhold (without liability) a portion of any interest or other income earned on the investment of the Escrow Property or on any such payments hereunder to the extent withholding is required under Chapters 3, 4, or 61 of the Code, and shall have no obligation to gross up any such payment. This Section does not apply to any payments pursuant to Section 1.3(a). (c) To the extent that the Escrow Agent becomes liable for the payment of any taxes in respect of income derived from the investment of the Escrow Property, the Escrow Agent shall satisfy such liability to the extent possible from the Escrow Property. The Performing Parties, jointly and severally, shall indemnify, defend defend, and hold the Escrow Agent harmless from and against any tax, late payment, interest, penalty or other cost or expense that may be assessed against the Escrow Agent on or with respect to the Escrow Property and the investment thereof thereof, unless such tax, late payment, interest, penalty or other expense was directly caused by the gross negligence or willful misconduct of the Escrow Agent. The indemnification provided by this Section 1.6(c1.5(c) is in addition to the indemnification provided in Section 3.1 and shall survive the resignation or removal of the Escrow Agent and the termination of this Escrow Agreement. (d) The Performing Parties and NOAA acknowledge that, in order to help fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify and record information that identifies each person or corporation who opens an account or enters into a business relationship. The Performing Parties and NOAA hereby agree that they shall provide the Escrow Agent with such information as the Escrow Agent may request including, but not limited to, each party’s name, physical address, tax identification number (if applicable) and other information that will assist the Escrow Agent in identifying and verifying each party’s identity, such as organizational documents, certificates of good standing, licenses to do business, or other pertinent identifying information.

Income Tax Allocation and Reporting. (a) The Parties agree that, for tax reporting purposes, all interest and other income from investment of the Escrow Property shall, Holdings LP shall be treated as of the end of each calendar year and to the extent required by the Internal Revenue Service, be reported as having been earned by Parent, whether or not such income was disbursed during such calendar year. If any interest or other income is earned on any investment of any portion of owning the Escrow Property, then within five (5) Business Days after the end of each calendar quarter in which such interest or other income is earned, and in addition, on a day that is at least one (1) Business Day prior to the final disbursement of the balance of the Escrow Property, the Escrow Agent shall disburse to Parent, in accordance with the payment instructions attached as Exhibit D hereto which may be amended and supplemented from time to time by Parent (without any requirement of the consent of any other Party), an amount equal to 40% of the amount of such interest or other income earned thereon, in each case, since the end of the prior calendar quarter. (b) For certain payments made pursuant to this Escrow Agreement, the Escrow Agent may be required to make a “reportable payment” or “withholdable payment” and in such cases the Escrow Agent shall have the duty to act as a payor or withholding agent, respectively, that is responsible for any tax withholding and reporting required under Chapters 3, 4, and 61 of the United States Internal Revenue Code of 1986, as amended (the “Code”). The Escrow Agent shall have the sole right to make the determination as to which payments are “reportable payments” or “withholdable payments.” All parties to this Escrow Agreement shall provide an executed IRS Form W-9 or appropriate IRS Form W-8 (or, in each case, any successor form) to the Escrow Agent prior to the date hereof, and shall promptly update any such form to the extent such form becomes obsolete or inaccurate in any respect. The Escrow Agent shall have the right to request from any party Party to this Escrow Agreement, or any other person or entity entitled to payment hereunder, any additional forms, documentation or other information as may be reasonably necessary for the Escrow Agent to satisfy its reporting and withholding obligations under the Code. To the extent any such forms to be delivered under this Section 1.6(b1.5(b) are not provided prior to the date hereof or by the time the related payment is required to be made or are determined by the Escrow Agent to be incomplete and/or inaccurate in any respect, the Escrow Agent shall be entitled to withhold (without liability) a portion of any interest or other income earned on the investment of derived from the Escrow Property or on any such payments hereunder to the extent withholding is required under Chapters 3, 4, or 61 of the Code, and shall have no obligation to gross up any such payment. (c) To the extent that the Escrow Agent becomes liable for the payment of any taxes in respect of income derived from the investment of the Escrow Property, the Escrow Agent shall satisfy such liability to the extent possible from the Escrow Property. The Parties, jointly severally and severallynot jointly, shall indemnify, defend and hold the Escrow Agent harmless from and against any tax, late payment, interest, penalty or other cost or expense that may be assessed against the Escrow Agent on or with respect to the Escrow Property and the investment thereof Units unless such tax, late payment, interest, penalty or other expense was directly caused by the gross negligence or willful misconduct of the Escrow Agent. The indemnification provided by this Section 1.6(c1.5(c) is in addition to the indemnification provided in Section 3.1 and shall survive the resignation or removal of the Escrow Agent and the termination of this Escrow Agreement. (d) The Parties hereto acknowledge that, in order to help fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record information that identifies each person or corporation who opens an account and/or enters into a business relationship. The Parties hereby agree that they shall provide the Escrow Agent with such information as the Escrow Agent may request including, but not limited to, each Party’s name, physical address, tax identification number and other information that will assist the Escrow Agent in identifying and verifying each Party’s identity such as organizational documents, certificates of good standing, licenses to do business, or other pertinent identifying information. (e) Notwithstanding anything to the contrary contained in this Agreement, upon receipt of Tax Distribution Instructions (as defined below) which may be delivered on a quarterly basis, Escrow Agent shall pay to Holdings LP the Tax Distribution Amount (as defined below) set forth in such Tax Distribution Instructions from any cash distributions received by Escrow Agent on the Escrow Units. For purposes of this Agreement, “Tax Distribution Amount” shall mean the amount necessary for Holdings LP to distribute on a quarterly basis any required tax distributions pursuant to the Holdings LP Organizational Documents in effect as of the date hereof related to any income allocated to Holdings LP in connection with the Escrow Units, as determined in the reasonable discretion of Holdings LP based on (i) the requirements of the Holdings LP Organizational Documents in effect as of the date hereof and (ii) AMID’s expected profit and loss allocations for the relevant period, as determined in the reasonable discretion of AMID. Holdings LP and AMID agree to cooperate with each other and act reasonably and in good faith in the determination of the quarterly Tax Distribution Amount and timely request for payment in accordance with this Agreement and the Holdings LP Organizational Documents. For purposes of this Agreement, “Tax Distribution Instructions” shall mean joint written instructions from Holdings LP and AMID to Escrow Agent setting forth, and requesting payment of, any Tax Distribution Amount which shall be delivered to Escrow Agent no more frequently than once each calendar quarter.

Income Tax Allocation and Reporting. (a) The Parties agree that, for tax reporting purposes, all interest and other income from investment of the Escrow Property shall, as of the end of each calendar year and to the extent required by the Internal Revenue Service, be reported as having been earned by Parent, whether or not such income was disbursed during such calendar year. If any interest or other income is earned on any investment of any portion of the Party receiving the Escrow Property, then within five (5) Business Days after Property pursuant to the end terms of each this Escrow Agreement during the calendar quarter year in which such interest or other income is earned, and in addition, on a day that is at least one (1) Business Day prior to the final disbursement of the balance of the Escrow Property, the Escrow Agent shall disburse to Parent, in accordance with the payment instructions attached as Exhibit D hereto which may be amended and supplemented from time to time by Parent (without any requirement of the consent of any other Party), an amount equal to 40% of the amount of such interest or other income earned thereon, in each case, since the end of the prior calendar quarterProperty is disbursed. (b) For certain payments made pursuant to this Escrow Agreement, the Escrow Agent may be required to make a “reportable payment” or “withholdable payment” and in such cases the Escrow Agent shall have the duty to act as a payor or withholding agent, respectively, that is responsible for any tax withholding and reporting required under Chapters 3, 4, and 61 of the United States Internal Revenue Code of 1986, as amended (the “Code”). The Escrow Agent shall have the sole right to make the determination as to which payments are “reportable payments” or “withholdable payments.” All parties to this Escrow Agreement shall provide an executed IRS Form W-9 or appropriate IRS Form W-8 (or, in each case, any successor form) to the Escrow Agent prior to the date hereofclosing, and shall promptly update any such form to the extent such form becomes obsolete or inaccurate in any respect. The Escrow Agent shall have the right to request from any party to this Escrow Agreement, or any other person or entity Person entitled to payment hereunder, any additional forms, documentation or other information as may be reasonably necessary for the Escrow Agent to satisfy its reporting and withholding obligations under the Code. To the extent If a party required to deliver any such forms to be delivered under this Section 1.6(b1.5(b) are does not provided provide such forms prior to the date hereof or by the time the related payment is required to be made or are determined by the Escrow Agent reasonably determines such forms to be incomplete and/or inaccurate in any respectinvalid, the Escrow Agent shall be entitled to withhold (without liability) a portion of any interest or other income earned on the investment of the Escrow Property or on any such payments to such person hereunder to the extent withholding is required under Chapters 3, 4, or 61 of the Code, and shall have no obligation to gross up any such payment. If the Escrow Agent determines any such forms to be invalid, the Escrow Agent shall use reasonable efforts to notify the party that delivered such forms of such determination. (c) To the extent that the Escrow Agent becomes liable for the payment of any taxes in respect of income derived from the investment of the Escrow Property, the Escrow Agent shall satisfy such liability to the extent possible from the Escrow Property. The Parties, jointly and severally, shall indemnify, defend and hold the Escrow Agent harmless from and against any tax, late payment, interest, penalty or other cost or expense that may be assessed against the Escrow Agent on or with respect to the Escrow Property and the investment thereof unless such tax, late payment, interest, penalty or other expense was directly caused by the gross negligence or willful misconduct of the Escrow Agent. The indemnification provided by this Section 1.6(c1.5(c) is in addition to the indemnification provided in Section 3.1 and shall survive the resignation or removal of the Escrow Agent and the termination of this Escrow Agreement.