Common use of Tax Audits Clause in Contracts

Tax Audits. (a) The Managing Member is hereby designated as the “tax matters partner,” as that term is defined in Section 6231(a)(7) of the Code (the “Tax Matters Partner”), of the Company, with all of the rights, duties and powers provided for in Sections 6221 through 6234 of the Code, inclusive, provided however that in the case of a removal of the Managing Member after the occurrence of any Removal Event, the Investor shall have the right to assume the rights and duties of the Tax Matters Partner and to be designated as such. The Managing Member is hereby directed and authorized to take whatever steps it, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member shall remain as the Tax Matters Partner so long as it retains any ownership interests in the Company unless the Investor assumes the rights and duties of the Tax Matters Partner under the proviso to the first sentence of this paragraph. (b) The Tax Matters Partner, in Consultation with the other Members, shall use reasonable commercial efforts to direct the defense of any claims made by any tax authority to the extent that such claims relate to the adjustment of Company items at the Company level and, in connection therewith, shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the other Members. The Tax Matters Partner shall promptly deliver to each Member a copy of all notices, communications, reports and writings received from the IRS by the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company items, shall promptly advise each Member of the substance of any conversations with the tax authorities in connection therewith and shall keep the Members advised of all developments with respect to any proposed adjustments that come to its attention. In addition, the Tax Matters Partner shall (i) provide each Member with a draft copy of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance of such submission, (ii) consider in good faith incorporating all changes or comments to such correspondence or filing requested by any Member and (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member shall have the right to participate, at its sole cost and expense, in any such meetings or conferences. (c) The Tax Matters Partner shall not, without a Required Majority Vote, (i) except in the case of any claim by the IRS that could give rise to an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code) with respect to a federal income tax matter or appeal any adverse determination of a judicial tribunal; (ii) enter into a settlement agreement with the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid by the Company. (d) If for any reason the IRS disregards the election made by the Company pursuant to Section 7.5(c) and commences any audit or proceeding in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best efforts to convert the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(c). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claim. (e) If any Member intends to file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) calendar days prior to any such filing, notify the other Members of such intent, which notification must include a reasonable description of the contemplated action and the reasons for such action; provided, however, that this Section 7.7(e) shall not relieve such Member’s obligation to use all commercially reasonable efforts to convert a Member level proceeding into a Company level proceeding as provided in Section 7.7(d).

Tax Audits. (ai) The Managing Member is hereby designated From the date hereof until such time as the “Company is owned by more than one Member, this Subsection 22(c) shall be inapplicable. From and after the date on which the Company is owned by more than one Member, Refco Group Holdings, Inc. shall be the "tax matters partner,” as that term is defined in " of the Company pursuant to Section 6231(a)(7) of the Code (the “"Tax Matters Partner”Member"). Any cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (ii) If at any time the Tax Matters Member cannot or elects not to serve as the Tax Matters Member, is removed by the Members as the Tax Matters Member or ceases to be a Member, the Majority Interest shall select another Member to be the Tax Matters Member. The Tax Matters Member, as an authorized representative of the Company, with all of the rights, duties and powers provided for in Sections 6221 through 6234 of the Code, inclusive, provided however that in the case of a removal of the Managing Member after the occurrence of any Removal Event, the Investor shall have the right to assume the rights and duties of the Tax Matters Partner and to be designated as such. The Managing Member is hereby directed and authorized to take whatever steps it, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member shall remain as the Tax Matters Partner so long as it retains any ownership interests in the Company unless the Investor assumes the rights and duties of the Tax Matters Partner under the proviso to the first sentence of this paragraph. (b) The Tax Matters Partner, in Consultation with the other Members, shall use reasonable commercial efforts to direct the defense of any claims made by any tax authority the IRS to the extent that such claims relate to the adjustment of Company items at the Company level and, in connection therewith, shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the other Memberslevel. The Tax Matters Partner Member shall promptly deliver to each Member a copy of any notice of beginning of administrative proceedings or any report explaining the reasons for a proposed adjustment received from the IRS relating to or potentially resulting in an adjustment of Company items. The Tax Matters Member shall, unless the Majority Interest consents to the contrary, diligently and in good faith contest any proposed adjustment of a Company item that principally affects the Members at the administrative and judicial levels, including, if appropriate or if requested by the Majority Interest, appealing any adverse judicial decision, and shall consider in good faith any suggestions made by any Member or its counsel regarding the conduct of such administrative or judicial proceedings. The Tax Matters Member shall keep each Member advised of all material developments with respect to any proposed adjustment that come to its attention, including, without limitation, the scheduling of all conferences and substantive telephone calls with the IRS. Each Member shall be entitled, at its own expense, to attend all meetings with the IRS and to review in advance any material written information (including, without limitation, any pleadings, memoranda or similar items) to be submitted to the IRS. Without first obtaining the consent of the Majority Interest, the Tax Matters Member shall not, with respect to any proposed adjustment of a Company item that materially and adversely affects any Member, (A) enter into a settlement agreement that purports to bind Members other than the Tax Matters Member (including, without limitation, any stipulation consenting to an entry of decision by any tax court), or (B) enter into an agreement or stipulation extending the statute of limitations. (iii) The Company shall promptly deliver to each Member a copy of all notices, communications, reports and or writings of any kind with respect to income or similar taxes received from the IRS by any state or local taxing authority relating to the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company itemsthat might materially and adversely affect each Member, shall promptly advise each Member of the substance of any conversations with the tax authorities in connection therewith and shall keep the such Members advised of all material developments with respect to any proposed adjustments adjustment of Company items that come to its attention. In addition, the Tax Matters Partner shall (i) provide each Member with a draft copy of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance of such submission, (ii) consider in good faith incorporating all changes or comments to such correspondence or filing requested by any Member and (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member shall have the right to participate, at its sole cost and expense, in any such meetings or conferences. (civ) The Tax Matters Partner Each Member shall not, without a Required Majority Vote, (i) except continue to have the rights described in the case of any claim by the IRS that could give rise to an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code22(c) with respect to tax matters relating to any period during which it was a federal income tax matter Member, whether or appeal any adverse determination of not it is a judicial tribunal; (ii) enter into a settlement agreement with Member at the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) time of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid by the Company. (d) If for any reason the IRS disregards the election made by the Company pursuant to Section 7.5(c) and commences any tax audit or proceeding in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best efforts to convert the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(c). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claimcontest. (e) If any Member intends to file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) calendar days prior to any such filing, notify the other Members of such intent, which notification must include a reasonable description of the contemplated action and the reasons for such action; provided, however, that this Section 7.7(e) shall not relieve such Member’s obligation to use all commercially reasonable efforts to convert a Member level proceeding into a Company level proceeding as provided in Section 7.7(d).

Tax Audits. (a) The Managing Member Clean Technologies is hereby designated as the initial “tax matters partner,” as that term is defined in Section 6231(a)(7) of the Code (the “Tax Matters Partner”), of the Company, with all of the rights, duties and powers provided for in Sections 6221 through 6234 of the Code, inclusive, provided however . Each other Member may provide the Secretary of Treasury with notice that in the case of it is a removal “notice partner” under Section 6223 of the Managing Member after the occurrence of any Removal Event, the Investor shall have the right to assume the rights and duties of the Tax Matters Partner and to be designated as suchCode. The Managing Member Clean Technologies is hereby directed and authorized to take whatever steps itClean Technologies, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS and IRS, taking such other action as may from time to time be required under the Treasury RegulationsRegulations and directing the Administrator to take any of the foregoing actions. The Managing Member Clean Technologies shall remain as the Tax Matters Partner so long as it remains the Managing Member and retains any ownership interests in the Company unless Clean Technologies requests that it not serve as Tax Matters Partner and such request is approved by (i) a Class Majority Vote, if such request is made prior to the Investor assumes Flip Date or (ii) a Majority Vote, if such request is made after the rights and duties Flip Date, or if Members collectively holding more than 50% of the Class B Membership Interests reasonably determine to remove the Tax Matters Partner under the proviso to the first sentence of this paragraphfor fraud or willful misconduct and appoint a replacement. (b) The Tax Matters Partner, in Consultation with the other Members, shall use reasonable commercial efforts direct, or cause the Administrator to direct direct, the defense of any claims made by any tax authority the IRS to the extent that such claims relate to the adjustment of Company items at the Company level andlevel, except that the strategy to be taken in connection therewithwith any such defense and the selection of counsel shall be approved by (i) a Class Majority Vote, if the claims relate to periods before the Flip Date, (ii) a Majority Vote, if such claims relate to periods after the Flip Date or (iii) a unanimous vote of the Class B Members, if such claims relate to the Grant. The Tax Matters Partner shall cause the Company to retain and to pay the fees and expenses of counsel approved as described in the preceding sentence and to pay the fees and expenses of other advisors chosen by the Tax Matters Partner in Consultation with the other Members. The Tax Matters Partner shall promptly deliver deliver, or shall cause the Administrator to promptly deliver, to each Member a copy of all notices, communications, reports and writings received from the IRS by the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company items, shall promptly advise advise, or cause the Administrator to promptly advise, each Member of the substance of any conversations with the tax authorities IRS in connection therewith and shall keep keep, or cause the Administrator to keep, the Members advised of all developments with respect to any proposed adjustments that come to its or the Administrator’s, as the case may be, attention. In addition, the Tax Matters Partner shall or shall cause the Administrator to (iA) provide each Member with a draft copy of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance of such submission, (iiB) consider in good faith incorporating incorporate all reasonable changes or comments to such correspondence or filing filing, approved or recommended by Members collectively holding more than 50% of the Class B Membership Interests timely requested by any Member and (iiiC) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide provide, or cause the Administrator to provide, each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member shall have the right to participate, at its sole cost and expense, in any such meetings or conferences. (c) The For any issue or matter relating to the period prior to the Flip Date without the approval of Members collectively holding more than 50% of the Class B Membership Interests, the Tax Matters Partner shall not, without a Required Majority Vote, not (i) except in the case of any claim by the IRS that could give rise to an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code) with respect to a federal income tax matter or appeal any adverse determination of a judicial tribunal; (ii) enter into a settlement agreement with the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) of the Code; (iviii) file any request contemplated in Section 6227(c6227(b) of the Code; or (viv) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of Code. For any issue or matter relating to the Codeperiod prior to the Flip Date without the approval of each of the other Members, the Tax Matters Partner shall not enter into a settlement agreement with the IRS which purports to bind the Members. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid by the Company. If the Grant is determined to be unavailable in accordance with the procedures set forth in Section 7.5(b)(i), the Tax Matters Partner shall elect or claim an Alternative Tax Program only in accordance with Section 7.5(b)(i). (d) If for any reason the IRS disregards the election made by the Company pursuant to Section 7.5(c) and commences any audit or proceeding in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best commercially reasonable efforts to convert the portion of such audit or proceeding that relates to such items into a Company level proceeding at the level of the Company consistent with the Company’s election of the Company pursuant to Section 7.5(c). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claim. (e) If any Member intends to file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) calendar days prior to any such filing, notify the other Members of such intent, which notification must include a reasonable description of the contemplated action and the reasons for such action; provided, however, that this Section 7.7(e) shall not relieve such Member’s obligation to use all commercially reasonable efforts to convert a Member level proceeding into a Company level proceeding as provided in Section 7.7(d).

Tax Audits. (ai) The Managing Member is hereby designated From the date hereof until such time as the “Company is owned by more than one Member, this Subsection 22(c) shall be inapplicable. From and after the date on which the Company is owned by more than one Member, Refco Group Holdings, Inc. shall be the "tax matters partner,” as that term is defined in " of the Company pursuant to Section 6231(a)(7623l(a)(7) of the Code (the “"Tax Matters Partner”Member"). Any cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (ii) If at any time the Tax Matters Member cannot or elects not to serve as the Tax Matters Member, is removed by the Members as the Tax Matters Member or ceases to be a Member, the Majority Interest shall select another Member to be the Tax Matters Member. The Tax Matters Member, as an authorized representative of the Company, with all of the rights, duties and powers provided for in Sections 6221 through 6234 of the Code, inclusive, provided however that in the case of a removal of the Managing Member after the occurrence of any Removal Event, the Investor shall have the right to assume the rights and duties of the Tax Matters Partner and to be designated as such. The Managing Member is hereby directed and authorized to take whatever steps it, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member shall remain as the Tax Matters Partner so long as it retains any ownership interests in the Company unless the Investor assumes the rights and duties of the Tax Matters Partner under the proviso to the first sentence of this paragraph. (b) The Tax Matters Partner, in Consultation with the other Members, shall use reasonable commercial efforts to direct the defense of any claims made by any tax authority the IRS to the extent that such claims relate to the adjustment of Company items at the Company level and, in connection therewith, shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the other Memberslevel. The Tax Matters Partner Member shall promptly deliver to each Member a copy of any notice of beginning of administrative proceedings or any report explaining the reasons for a proposed adjustment received from the IRS relating to or potentially resulting in an adjustment of Company items. The Tax Matters Member shall, unless the Majority Interest consents to the contrary, diligently and in good faith contest any proposed adjustment of a Company item that principally affects the Members at the administrative and judicial levels, including, if appropriate or if requested by the Majority Interest, appealing any adverse judicial decision, and shall consider in good faith any suggestions made by any Member or its counsel regarding the conduct of such administrative or judicial proceedings. The Tax Matters Member shall keep each Member advised of all material developments with respect to any proposed adjustment that come to its attention, including, without limitation, the scheduling of all conferences and substantive telephone calls with the IRS. Each Member shall be entitled, at its own expense, to attend all meetings with the IRS and to review in advance any material written information (including, without limitation, any pleadings, memoranda or similar items) to be submitted to the IRS. Without first obtaining the consent of the Majority Interest, the Tax Matters Member shall not, with respect to any proposed adjustment of a Company item that materially and adversely affects any Member, (A) enter into a settlement agreement that purports to bind Members other than the Tax Matters Member (including, without limitation, any stipulation consenting to an entry of decision by any tax court), or (B) enter into an agreement or stipulation extending the statute of limitations. (iii) The Company shall promptly deliver to each Member a copy of all notices, communications, reports and or writings of any kind with respect to income or similar taxes received from the IRS by any state or local taxing authority relating to the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company itemsthat might materially and adversely affect each Member, shall promptly advise each Member of the substance of any conversations with the tax authorities in connection therewith and shall keep the such Members advised of all material developments with respect to any proposed adjustments adjustment of Company items that come to its attention. In addition, the Tax Matters Partner shall (i) provide each Member with a draft copy of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance of such submission, (ii) consider in good faith incorporating all changes or comments to such correspondence or filing requested by any Member and (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member shall have the right to participate, at its sole cost and expense, in any such meetings or conferences. (civ) The Tax Matters Partner Each Member shall not, without a Required Majority Vote, (i) except continue to have the rights described in the case of any claim by the IRS that could give rise to an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code22(c) with respect to tax matters relating to any period during which it was a federal income tax matter Member, whether or appeal any adverse determination of not it is a judicial tribunal; (ii) enter into a settlement agreement with Member at the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) time of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid by the Company. (d) If for any reason the IRS disregards the election made by the Company pursuant to Section 7.5(c) and commences any tax audit or proceeding in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best efforts to convert the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(c). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claimcontest. (e) If any Member intends to file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) calendar days prior to any such filing, notify the other Members of such intent, which notification must include a reasonable description of the contemplated action and the reasons for such action; provided, however, that this Section 7.7(e) shall not relieve such Member’s obligation to use all commercially reasonable efforts to convert a Member level proceeding into a Company level proceeding as provided in Section 7.7(d).

Tax Audits. (ai) The Managing Member During such time that the Company is hereby designated as owned by only one Member, this Subsection 23(c) shall be inapplicable. Nalco Company shall be the “"tax matters partner,” as that term is defined in " of the Company pursuant to Section 6231(a)(7) of the Code (the “"Tax Matters Partner”Member"). Any cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (ii) If at any time the Tax Matters Member cannot or elects not to serve as the Tax Matters Member, is removed by the Members as the Tax Matters Member or ceases to be a Member, the Majority Interest shall select another Member to be the Tax Matters Member. The Tax Matters Member, as an authorized representative of the Company, with all of the rights, duties and powers provided for in Sections 6221 through 6234 of the Code, inclusive, provided however that in the case of a removal of the Managing Member after the occurrence of any Removal Event, the Investor shall have the right to assume the rights and duties of the Tax Matters Partner and to be designated as such. The Managing Member is hereby directed and authorized to take whatever steps it, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member shall remain as the Tax Matters Partner so long as it retains any ownership interests in the Company unless the Investor assumes the rights and duties of the Tax Matters Partner under the proviso to the first sentence of this paragraph. (b) The Tax Matters Partner, in Consultation with the other Members, shall use reasonable commercial efforts to direct the defense of any claims made by any tax authority the IRS to the extent that such claims relate to the adjustment of Company items at the Company level and, in connection therewith, shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the other Memberslevel. The Tax Matters Partner Member shall promptly deliver to each other Member a copy of any notice of beginning of administrative proceedings or any report explaining the reasons for a proposed adjustment received from the IRS relating to or potentially resulting in an adjustment of Company items. The Tax Matters Member shall, unless the Majority Interest consents to the contrary, diligently and in good faith contest any proposed adjustment of a Company item that principally affects the Members at the administrative and judicial levels, including, if appropriate or if requested by the Majority Interest, appealing any adverse judicial decision, and shall consider in good faith any suggestions made by any other Member or its counsel regarding the conduct of such administrative or judicial proceedings. The Tax Matters Member shall keep each other Member advised of all material developments with respect to any proposed adjustment that come to its attention, including, without limitation, the scheduling of all conferences and substantive telephone calls with the IRS. Each Member shall be entitled, at its own expense, to attend all meetings with the IRS and to review in advance any material written information (including, without limitation, any pleadings, memoranda or similar items) to be submitted to the IRS. Without first obtaining the consent of the Majority Interest, the Tax Matters Member shall not, with respect to any proposed adjustment of a Company item that materially and adversely affects any Member, (A) enter into a settlement agreement that purports to bind Members other than the Tax Matters Member (including, without limitation, any stipulation consenting to an entry of decision by any tax court), or (B) enter into an agreement or stipulation extending the statute of limitations. (iii) The Company shall promptly deliver to each Member a copy of all notices, communications, reports and or writings of any kind with respect to income or similar taxes received from the IRS by any state or local taxing authority relating to the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company itemsthat might materially and adversely affect each Member, shall promptly advise each Member of the substance of any conversations with the tax authorities in connection therewith and shall keep the such Members advised of all material developments with respect to any proposed adjustments adjustment of Company items that come to its attention. In addition, the Tax Matters Partner shall (i) provide each Member with a draft copy of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance of such submission, (ii) consider in good faith incorporating all changes or comments to such correspondence or filing requested by any Member and (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member shall have the right to participate, at its sole cost and expense, in any such meetings or conferences. (civ) The Tax Matters Partner Each Member shall not, without a Required Majority Vote, (i) except continue to have the rights described in the case of any claim by the IRS that could give rise to an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code23(c) with respect to tax matters relating to any period during which it was a federal income tax matter Member, whether or appeal any adverse determination of not it is a judicial tribunal; (ii) enter into a settlement agreement with Member at the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) time of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid by the Company. (d) If for any reason the IRS disregards the election made by the Company pursuant to Section 7.5(c) and commences any tax audit or proceeding in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best efforts to convert the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(c). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claimcontest. (e) If any Member intends to file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) calendar days prior to any such filing, notify the other Members of such intent, which notification must include a reasonable description of the contemplated action and the reasons for such action; provided, however, that this Section 7.7(e) shall not relieve such Member’s obligation to use all commercially reasonable efforts to convert a Member level proceeding into a Company level proceeding as provided in Section 7.7(d).

Tax Audits. (ai) The Managing Member is hereby designated as the “tax matters partner,” as that term is defined in Section 6231(a)(7) of the Code (the “Tax Matters Partner”), of the Company, with all of the rights, duties and powers provided for in Sections 6221 through 6234 of the Code, inclusive, provided however that in the case of a removal of the Managing Member after the occurrence If notice of any Removal Eventjudicial, the Investor shall have the right to assume the rights and duties of the Tax Matters Partner and to be designated as such. The Managing Member is hereby directed and authorized to take whatever steps itadministrative or arbitral actions, in its reasonable discretionsuits, deems necessary mediation, investigation, inquiry, proceedings or desirable to perfect such designation, claims (including filing counterclaims) by or before any forms or documents with the IRS and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member shall remain as the Tax Matters Partner so long as it retains any ownership interests in the Company unless the Investor assumes the rights and duties of the Tax Matters Partner under the proviso to the first sentence of this paragraph. (b) The Tax Matters Partner, in Consultation with the other Members, shall use reasonable commercial efforts to direct the defense of any claims made by any tax authority to the extent that such claims relate to the adjustment of Company items at the Company level and, in connection therewith, shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the other Members. The Tax Matters Partner shall promptly deliver to each Member a copy of all notices, communications, reports and writings received from the IRS by the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company items, shall promptly advise each Member of the substance of any conversations with the tax authorities in connection therewith and shall keep the Members advised of all developments Taxing Authority with respect to any proposed adjustments that come to its attention. In addition, the Tax Matters Partner shall (i) provide each Member with a draft copy Taxes of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance of such submission, (ii) consider in good faith incorporating all changes or comments to such correspondence or filing requested by any Member and (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member shall have the right to participate, at its sole cost and expense, in any such meetings or conferences. (c) The Tax Matters Partner shall not, without a Required Majority Vote, (i) except in the case of any claim by the IRS that could give rise to an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits (a “Tax Loss ContestClaim”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code) with respect to a federal income tax matter or appeal any adverse determination of a judicial tribunal; (ii) enter into a settlement agreement with the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid received by any Party for which the Company. (d) If for any reason the IRS disregards the election made by the Company other Party would be liable pursuant to Section 7.5(c) and commences any audit or proceeding 5.5(a), the notified Party shall notify such other Party in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best efforts to convert the portion writing of such audit or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(c). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claim. (e) If any Member intends to file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) calendar days prior to any such filing, notify the other Members of such intent, which notification must include a reasonable description of the contemplated action and the reasons for such actionTax Claim; provided, however, that this Section 7.7(e) the failure of the notified Party to give the other Party notice as provided herein shall not relieve such Member’s obligation failing Party of its obligations under this Section 5.5 except to use all commercially reasonable efforts the extent that the other Party is actually and materially prejudiced thereby. (ii) The Seller Representative shall have the sole right to convert represent the interests of the Company in any Tax Claim relating exclusively to taxable periods ending on or before the Closing Date if and to the extent the Sellers are potentially liable for any Taxes resulting therefrom, and to employ counsel of their choice at their expense; provided, however, that the Seller Representative may not agree to a Member level proceeding into settlement or compromise thereof without the prior written consent of the Buyer, which consent shall not be unreasonably withheld or delayed; and provided, further, that if such Tax Claim involves an issue that recurs in a Post-Closing Tax Period of Buyer, the Company level proceeding as or any of their respective Affiliates or otherwise could adversely affect the Buyer, the Company or any or their respective Affiliates for a Post-Closing Tax Period, then (A) the Seller Representative and the Buyer shall jointly control the defense and settlement or compromise of any such Tax Claim and each Party shall cooperate with the other Party at its own expense, and (B) there shall be no settlement or closing or other agreement with respect thereto without the written consent of each of the Buyer and the Seller Representative, which consents shall not be unreasonably withheld or delayed. (iii) In the case of any Tax Claim not described in (ii) above, the Buyer shall have the right, at the expense of the Sellers to the extent such Tax Claim is subject to indemnification by the Sellers pursuant to Section 5.5(a) hereof, to represent the interests of the Company; provided that in the case of any Tax Claim that is the subject of indemnification under Section 7.7(d5.5(a), Buyer shall not settle such claim without the written consent of the Seller Representative, which consent shall not be unreasonably withheld or delayed.

Tax Audits. (a) The Managing Member MHSI is hereby designated as the “"tax matters partner,” " as that term is defined in Section 6231(a)(7) of the Code (the “"Tax Matters Partner”"), of the Company, with all of the rights, duties and powers provided for in Sections 6221 through 6234 of the Code, inclusive, provided however that in the case of a removal of the Managing Member after the occurrence of any Removal Event, the Investor shall have the right to assume the rights and duties of the Tax Matters Partner and to be designated as such. The Managing Member MHSI is hereby directed and authorized to take whatever steps itMHSI, in its reasonable discretion, deems necessary or desirable to perfect such designation, including including, without limitation, filing any forms or documents with the IRS and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member If MHSI transfers some or all of its Membership Interest (other than to an Affiliate), MHSI shall remain be removed as the Tax Matters Partner so long as it retains any ownership interests in and the then-current members of the Company unless the Investor assumes the rights and duties of the shall select a replacement Tax Matters Partner under for the proviso Company effective as of the date of the transfer of MHSI's Membership Interest (other than to the first sentence of this paragraphan Affiliate). (b) The Tax Matters Partner, in Consultation with the other Members, shall use reasonable commercial efforts to direct the defense of any claims made by any tax authority the IRS to the extent that such claims relate to the adjustment of Company items at the Company level and, in connection therewith, shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the other Members. The Tax Matters Partner shall promptly deliver to each other Member a copy of all notices, communications, reports and writings received from the IRS by the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company items, shall promptly advise each Member of the other Members of the substance of any conversations with the tax authorities IRS in connection therewith and shall keep the other Members advised of all developments with respect to any proposed adjustments that which come to its attention. In addition, the Tax Matters Partner shall (i) provide each Member the other Members with a draft copy of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance of such submission, (ii) consider in good faith incorporating incorporate all reasonable changes or comments to such correspondence or filing requested by any Member the other Members and (iii) provide each Member the other Members with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member shall have the right to participate, at its sole cost and expense, in any such meetings or conferences. (c) The Notwithstanding Section 7.7(b), the Tax Matters Partner shall not, without a Required Majority Vote, not (i) except in enter into any settlement agreement that is binding upon the case other Member with respect to the determination of any claim by Company items at the IRS that could give rise to an indemnity claim under this Agreement Company level or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing ii) file a petition as contemplated in under Section 6226(a) or Section 6228 of the Code) with respect to a federal income tax matter or appeal any adverse determination Code for the readjustment of a judicial tribunal; (ii) enter into a settlement agreement with Company items without the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) prior consent of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contestother Member, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall such consent not to be paid by the Companyunreasonably withheld. (d) If for any reason the IRS disregards the election made by the Company pursuant to Section 7.5(c7.5(d) and commences any audit or proceeding in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best commercially reasonable efforts to convert the portion of such audit or proceeding that relates to such items into a Company level proceeding at the level of the Company consistent with the Company's election of the Company pursuant to Section 7.5(c). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claim. (e) If any Member intends to file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) calendar days prior to any such filing, notify the other Members of such intent, which notification must include a reasonable description of the contemplated action and the reasons for such action; provided, however, that this Section 7.7(e) shall not relieve such Member’s obligation to use all commercially reasonable efforts to convert a Member level proceeding into a Company level proceeding as provided in Section 7.7(d7.5(d).

Tax Audits. (a) The Managing Member is hereby designated as Purchasers’ Representative shall promptly (and in any event within thirty (30) Business Days) notify Sellers in writing upon receipt by the “tax matters partner,” as that term is defined in Section 6231(a)(7) Purchasers’ Representative, any Purchaser, any of its Affiliates or, after the Code (the “Tax Matters Partner”)Closing Date, any Target Company, of notice of any pending or threatened Tax audits or assessments relating to any taxable period ending on or before the Closing Date or relating to a Tax for which any Seller may be liable pursuant to this Agreement, provided that failure to comply with this provision shall not affect any Purchaser’s right to indemnification hereunder except to the extent such failure results in an increase in the amount for which the Sellers are liable under Section 7.6(a) (Tax Indemnification). The Sellers’ Representative shall promptly (and in any event within thirty (30) Business Days) notify the Purchasers’ Representative in writing upon receipt by the Sellers’ Representative, any Seller, any of its Affiliates or, prior to the Closing Date, any Target Company, with all of notice of any Tax audits or assessments relating to the rights, duties and powers provided Pensions Business Unit for in Sections 6221 through 6234 of any taxable period beginning after the Code, inclusiveClosing Date or relating to a Tax for which any Purchaser may be liable pursuant to this Agreement, provided however that failure to comply with this provision shall not affect the Sellers’ right to indemnification hereunder except to the extent such failure results in an increase in the case of a removal of amount for which the Managing Member after the occurrence of any Removal Event, the Investor shall have the right to assume the rights and duties of the Purchasers are liable under Section 7.6(b) (Tax Matters Partner and to be designated as such. The Managing Member is hereby directed and authorized to take whatever steps it, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member shall remain as the Tax Matters Partner so long as it retains any ownership interests in the Company unless the Investor assumes the rights and duties of the Tax Matters Partner under the proviso to the first sentence of this paragraphIndemnification). (b) The Tax Matters PartnerSellers’ Representative, in Consultation with the other Memberson behalf of each Seller, shall use reasonable commercial efforts have the sole right to direct represent any Target Company’s interests in any Tax audit or administrative or court proceeding relating to a taxable period ending on or before the defense Closing Date or relating to a Tax for which any Seller otherwise may be liable pursuant to this Agreement, and to employ counsel of the Sellers’ choice at the Sellers’ expense; provided that the Purchasers’ Representative, on behalf of each Purchaser, shall be permitted, at the Purchasers’ expense, to be present at, and to participate in, any such audit or proceeding. Notwithstanding the foregoing, the Sellers’ Representative shall not be entitled to settle after the Closing Date, either administratively or after the commencement of litigation, any claim for Taxes which would adversely affect in any material respect the liability for Taxes of any claims made by Purchaser or of any tax authority Target Company relating to any taxable period ending after the Closing Date for which the Purchasers must indemnify the Sellers pursuant to Section 7.6(b) (Tax Indemnification) without the prior written consent of the Purchasers’ Representative. Such consent shall not be unreasonably withheld, conditioned or delayed and shall not be necessary to the extent that such claims relate to the adjustment of Company items at Sellers have indemnified the Company level and, in connection therewith, shall cause Purchasers against the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the other Members. The Tax Matters Partner shall promptly deliver to each Member a copy of all notices, communications, reports and writings received from the IRS by the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company items, shall promptly advise each Member of the substance effects of any conversations with the tax authorities in connection therewith and shall keep the Members advised of all developments with respect to any proposed adjustments that come to its attention. In addition, the Tax Matters Partner shall (i) provide each Member with a draft copy of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance of such submission, (ii) consider in good faith incorporating all changes or comments to such correspondence or filing requested by any Member and (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member shall have the right to participate, at its sole cost and expense, in any such meetings or conferencessettlement. (c) The Purchasers’ Representative, on behalf of each Purchaser, shall have the sole right to represent any Target Company’s interest in any Tax Matters Partner audit or administrative or court proceeding relating to a taxable period ending after the Closing Date or relating to a Tax for which any Purchaser otherwise may be liable pursuant to this Agreement, and to employ counsel of the Purchasers’ choice at the Purchasers’ expense; provided that the Sellers’ Representative shall notbe permitted at the Sellers’ expense, without a Required Majority Voteto be present at, (i) except and to participate in, any such audit or proceeding. Notwithstanding the foregoing, the Purchasers’ Representative shall not be entitled to settle after the Closing Date, either administratively or after the commencement of litigation, any claim for Taxes which would adversely affect in any material respect the case liability for Taxes of any claim by Seller or of any Target Company relating to any taxable period for which Sellers must indemnify the IRS that could give rise Purchasers pursuant to an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes or Section 7.6(a) (Tax Indemnification) without the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 prior written consent of the Code) with respect Sellers’ Representative. Such consent shall not be unreasonably withheld, conditioned or delayed and shall not be necessary to a federal income tax matter or appeal the extent that the Purchasers have indemnified the Sellers against the effects of any adverse determination of a judicial tribunal; (ii) enter into a settlement agreement with the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid by the Companysuch settlement. (d) If for The Purchasers’ Representative, on behalf of each Purchaser, shall have the sole right to represent any reason the IRS disregards the election made by the Company pursuant to Section 7.5(c) and commences Target Company’s interest in any Tax audit or administrative or court proceeding in which it makes a claim, or proposes relating to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the sameStraddle Period, and such Member, in Consultation with the other Members, shall to employ counsel of Purchasers’ choice at the expense of Purchasers’ expense; provided that the Company use best efforts to convert the portion of such audit or proceeding that relates to such items into a proceeding Sellers’ Representative shall be permitted at the level of the Company consistent with the election of the Company pursuant Sellers’ expense, to Section 7.5(c). In the case of be present at, and to participate in, any such audit or proceeding involving proceeding. Notwithstanding the Investor for a tax period prior foregoing, the Purchasers shall not be entitled to or including settle after the Flip Closing Date, if either administratively or after the Investor is not successful commencement of litigation, any claim for Taxes which would adversely affect in converting any material respect the portion liability for Taxes of such audit any Seller or proceeding that relates of any Target Company relating to such items into a proceeding at any taxable period for which the level of Sellers must indemnify the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claim. (e) If any Member intends to file, Purchasers pursuant to Section 6227 7.6(a) (Tax Indemnification) without the prior written consent of the CodeSellers’ Representative. Such consent shall not be unreasonably withheld, a request for an administrative adjustment and shall not be necessary to the extent that the Purchaser has indemnified the Seller against the effects of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) calendar days prior to any such filing, notify the other Members of such intent, which notification must include a reasonable description of the contemplated action and the reasons for such action; provided, however, that this Section 7.7(e) shall not relieve such Member’s obligation to use all commercially reasonable efforts to convert a Member level proceeding into a Company level proceeding as provided in Section 7.7(d)settlement.

Tax Audits. (a) The Managing Member is hereby designated as Buyer shall promptly notify the “tax matters partner,” as that term is defined Representative in Section 6231(a)(7) of the Code (the “Tax Matters Partner”), of the Company, writing with all of the rights, duties and powers provided for in Sections 6221 through 6234 of the Code, inclusive, provided however that in the case of a removal of the Managing Member after the occurrence respect of any Removal Event, the Investor shall have the right to assume the rights and duties of the Tax Matters Partner and to be designated as such. The Managing Member is hereby directed and authorized to take whatever steps it, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS and taking such other action as matter which may from time to time be required under the Treasury Regulations. The Managing Member shall remain as the Tax Matters Partner so long as it retains any ownership interests in the Company unless the Investor assumes the rights and duties of the Tax Matters Partner under the proviso to the first sentence of this paragraph. (b) The Tax Matters Partner, in Consultation with the other Members, shall use reasonable commercial efforts to direct the defense of any claims made by any tax authority to the extent that such claims relate to the adjustment of Company items at the Company level and, in connection therewith, shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the other Members. The Tax Matters Partner shall promptly deliver to each Member a copy of all notices, communications, reports and writings received from the IRS by the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company items, shall promptly advise each Member of the substance of any conversations with the tax authorities in connection therewith and shall keep the Members advised of all developments with respect to any proposed adjustments that come to its attention. In addition, the Tax Matters Partner shall (i) provide each Member with a draft copy of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance of such submission, (ii) consider in good faith incorporating all changes or comments to such correspondence or filing requested by any Member and (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member shall have the right to participate, at its sole cost and expense, in any such meetings or conferences. (c) The Tax Matters Partner shall not, without a Required Majority Vote, (i) except in the case of any claim by the IRS that could give rise to an indemnity a claim under this Agreement or any other Transaction Document in respect of federal income taxes or for indemnification against the loss of federal income tax benefits Sellers pursuant to Section 5.7(a) (each, a “Tax Loss ContestMatter”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) upon learning of such claim or Section 6228 of the Code) with respect to a federal income tax matter or appeal any adverse determination of a judicial tribunal; (ii) enter into a settlement agreement with the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid by the Company. (d) If for any reason the IRS disregards the election made by the Company pursuant to Section 7.5(c) and commences any audit or proceeding in which it makes a facts constituting such claim, or proposes to make a claimdescribing the claim in reasonable detail, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the sameamount thereof, and such Member, in Consultation with the other Members, shall at the expense of the Company use best efforts to convert the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(c). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claim. (e) If any Member intends to file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) calendar days prior to any such filing, notify the other Members of such intent, which notification must include a reasonable description of the contemplated action and the reasons for such actionbasis therefor; provided, however, that failure of the Buyer to give Sellers notice as provided herein will not relieve Sellers of their indemnification obligations hereunder, except to the extent that Sellers are prejudiced by the Buyer’s failure to give such prompt notice. The Representative shall have the right, as to any Tax Matter, if the Representative notifies the Buyer that he or she will defend such Tax Matter within ten (10) days after receipt of such notice and commences the defense of such Tax Matter and the Sellers agree that the Sellers are obligated to indemnify the Buyer with respect to the full amount in dispute in such Tax Matter, (i) to control, in whole or in part, any Tax audit, examination, contest or proceedings, (ii) to resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment, (iii) to consent to any extension or waiver of the limitations period applicable to any Tax Matter, (iv) to initiate any claim for refund of Taxes related to a Pre-Closing Tax Period, and (v) to amend any Tax Return related to a Pre-Closing Tax Period only upon a final settlement or a Tax Matter, in each case solely to the extent relating to Taxes attributable to a Pre-Closing Tax Period or Taxes otherwise attributable to a Tax Matter; provided, however, Representative shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it can reasonably be expected to adversely affect the Tax liability of the Buyer or any affiliate thereof for any taxable period ending after the Closing Date without the prior written consent of the Buyer (such consent not to be unreasonably withheld, delayed or conditioned), and provided further, the Buyer may participate in any such audit, examination, contest or proceedings with counsel of its choice at its own expense. In the event of a conflict between the provisions of this Section 7.7(e5.7(e) and Section 7.4, the provisions of this Section 5.7(e) shall not relieve such Member’s obligation to use all commercially reasonable efforts to convert a Member level proceeding into a Company level proceeding as provided in Section 7.7(d)control.

Tax Audits. (a) The Managing Member Ormat is hereby designated as the “tax matters partner,” as that term is defined in Section 6231(a)(7) of the Code (the “Tax Matters Partner”), of the Company, with all of the rights, duties and powers provided for in Sections 6221 through 6234 of the Code, inclusive, provided however that in the case of a removal of the Managing Member after the occurrence of any Removal Event, the Investor shall have the right to assume the rights and duties of the . The Tax Matters Partner and to be designated as such. The Managing Member is hereby directed and authorized to take whatever steps itthe Tax Matters Partner, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS and IRS, taking such other action as may from time to time be required under the Treasury RegulationsRegulations and directing the Manager to take any of the foregoing actions. The Managing Member Tax Matters Partner shall remain as the Tax Matters Partner so long as it retains any ownership interests in the Company unless the Investor assumes the rights and duties of the Tax Matters Partner under requests that it not serve as Tax Matters Partner and such request is approved by (i) a Super-Majority Vote of the proviso Members, if such request is made prior to the first sentence Flip Date or (ii) the Majority Vote of this paragraphMembers, if such request is made after the Flip Date. (b) The Tax Matters Partner, in Consultation with the other Members, shall use reasonable commercial efforts direct, or cause the Manager to direct direct, the defense of any claims made by any tax authority the IRS to the extent that such claims relate to the adjustment of Company items at the Company level and, in connection therewith, shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the other Members. The Tax Matters Partner shall promptly deliver deliver, or shall cause the Manager to promptly deliver, to each Member a copy of all notices, communications, reports and writings received from the IRS by the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company items, shall promptly advise advise, or cause the Manager to promptly advise, each Member of the substance of any conversations with the tax authorities IRS in connection therewith and shall keep keep, or cause the Manager to keep, the Members advised of all developments with respect to any proposed adjustments that which come to its or the Manager’s, as the case may be, attention. In addition, the Tax Matters Partner shall or shall cause the Manager to (i) provide each Member with a draft copy of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance of such submission, (ii) consider in good faith incorporating incorporate all reasonable changes or comments to such correspondence or filing requested by any Member and (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide provide, or cause the Manager to provide, each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member shall have the right to participate, at its sole cost and expense, in any such meetings or conferences. (c) The For any issue or matter relating to the period prior to the Flip Date without the approval of Members collectively holding at least 80 percent of the Class B Membership Interests, the Tax Matters Partner shall not, without a Required Majority Vote, not (i) except in the case of any claim by the IRS that could give rise to an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code) with respect to a federal income tax matter or appeal any adverse determination of a judicial tribunal; (ii) enter into a settlement agreement with the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) of the Code; (iv) file any request contemplated in Section 6227(c6227(b) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid by the Company. (d) If for any reason the IRS disregards the election made by the Company pursuant to Section 7.5(c) and commences any audit or proceeding in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax CreditsPTCs) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best commercially reasonable efforts to convert the portion of such audit or proceeding that relates to such items into a Company level proceeding at the level of the Company consistent with the Company’s election of the Company pursuant to Section 7.5(c). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claim. (e) If any Member intends to file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) calendar 30 days prior to any such filing, notify the other Members of such intent, which notification must include a reasonable description of the contemplated action and the reasons for such action; provided, however, that this Section 7.7(e) shall not relieve such Member’s obligation to use all commercially reasonable efforts to convert a Member level proceeding into a Company level proceeding as provided in Section 7.7(d).

Tax Audits. (a) The Managing Member is hereby designated as the “tax matters partner,” as that term is defined in Section 6231(a)(7) If any Taxing Authority issues written notice of its intent to audit, examine or conduct a Proceeding, a written notice of its determination of an objection to an assessment with respect to Taxes or Tax Returns of the Code Company for a Pre-Closing Tax Period or a Straddle Period, or a written notice or inquiry with respect to any Taxes or the filing of a Tax Return, in each case, with respect to Taxes for which Sellers are responsible pursuant to this Agreement (the a “Tax Matters PartnerClaim”), then the party hereto first receiving notice of such Tax Claim shall provide written notice thereof to the Company, with all of other party or parties hereto describing the rights, duties and powers provided for in Sections 6221 through 6234 of the Code, inclusive, provided however that in the case of a removal of the Managing Member after the occurrence of any Removal Eventclaim, the Investor amount thereof (if known or quantifiable) and the basis thereof within five (5) Business Days following receipt; provided, however, that the failure to provide such notice shall have the right to assume the rights and duties of the Tax Matters Partner and to be designated as such. The Managing Member is hereby directed and authorized to take whatever steps it, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member shall remain as the Tax Matters Partner so long as it retains any ownership interests in the Company unless the Investor assumes the rights and duties of the Tax Matters Partner under the proviso to the first sentence of this paragraph. (b) The Tax Matters Partner, in Consultation with not relieve the other Members, shall use reasonable commercial efforts to direct the defense party from any of any claims made by any tax authority its obligations under this Section 6(d) except to the extent that such claims relate other party is actually and materially prejudiced as a consequence of such failure. Buyer shall exclusively control any Tax Claim in respect of the Company; provided, that to the adjustment of Company items at the Company level andextent that any such Tax Claim relates to a Pre-Closing Tax Period or a Straddle Period (a “Pre-Closing Tax Claim”), in connection therewith, shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the other Members. The Tax Matters Partner shall promptly deliver to each Member a copy of all notices, communications, reports and writings received from the IRS by the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company items, shall promptly advise each Member of the substance of any conversations with the tax authorities in connection therewith and shall keep the Members advised of all developments with respect to any proposed adjustments that come to its attention. In addition, the Tax Matters Partner shall (i) Buyer shall provide each Member the Sellers’ Representative with a draft copy timely and reasonably detailed account of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance each material phase of such submissionPre-Closing Tax Claim, (ii) consider Buyer shall consult with the Sellers’ Representative before taking any significant action in good faith incorporating all changes or comments to connection with such correspondence or filing requested by any Member and Pre-Closing Tax Claim, (iii) provide each Member Buyer shall consult with a final copy of the Sellers’ Representative and offer the Sellers’ Representative an opportunity to comment before submitting any written materials prepared or furnished in connection with such correspondence or filing. The Pre-Closing Tax Matters Partner will provide each Member with notice reasonably Claim, (iv) Buyer shall defend such Pre-Closing Tax Claim diligently and in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level good faith, (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedingsv) and each Member shall have the right to participateSellers’ Representative, at its sole cost and expense, shall have the right to participate in any such meetings or conferences. (c) The Pre-Closing Tax Matters Partner shall not, without a Required Majority Vote, (i) except in the case Claim and receive copies of any claim by written materials relating to such Pre-Closing Tax Claim received from the IRS that could give rise relevant Taxing Authority, and (vi) Buyer shall not agree to an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes or settle such Pre-Closing Tax Claim without the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 written consent of the CodeSellers’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed; provided that, for the avoidance of doubt, the rights of the Sellers’ Representative in this Section 6(d)(vii) shall not apply to any Tax Claim with respect to a federal income tax matter or appeal any adverse determination of a judicial tribunal; (ii) enter into a settlement agreement with the IRS Taxes for which purports Sellers are not obligated to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid by the Company. (d) If for any reason the IRS disregards the election made by the Company indemnify pursuant to Section 7.5(c6(d)(ii)(B) and commences any audit or proceeding in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best efforts to convert the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(c). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claimthis Agreement. (e) If any Member intends to file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) calendar days prior to any such filing, notify the other Members of such intent, which notification must include a reasonable description of the contemplated action and the reasons for such action; provided, however, that this Section 7.7(e) shall not relieve such Member’s obligation to use all commercially reasonable efforts to convert a Member level proceeding into a Company level proceeding as provided in Section 7.7(d).

Tax Audits. (a) The Managing Member is hereby designated as Subject to this Section 4.4, the “tax matters partner,” as that term is defined in Section 6231(a)(7) Tax Representative shall have the sole authority to act on behalf of the Code (Company in connection with, make all relevant decisions regarding application of, and to exercise the “Tax Matters Partner”), of the Company, with all of the rights, duties rights and powers provided for in Sections 6221 through 6234 of the CodeRevised Partnership Audit Provisions, inclusiveincluding making any elections under the Revised Partnership Audit Provisions or any decisions to settle, provided however that in compromise, challenge, litigate or otherwise alter the case of a removal of the Managing Member after the occurrence defense of any Removal Eventaction, audit or examination before the Investor shall have the right to assume the rights and duties of the Tax Matters Partner IRS or any other tax authority (each, an “Audit”), and to be designated as such. The Managing Member is hereby directed expend Company funds for professional services and authorized to take whatever steps itother expenses reasonably incurred in connection therewith; provided, however, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS and taking such other action as may from time to time no event shall a Member be required under to file an amended tax return if such Member opts to undertake the Treasury Regulations. The Managing Member shall remain as the Tax Matters Partner so long as it retains any ownership interests alternative “pull-in” procedure, in the Company unless the Investor assumes the rights and duties of the Tax Matters Partner under the proviso to the first sentence of this paragraphaccordance with Code Section 6225(c)(2). (b) The Without limiting the foregoing, the Tax Matters Partner, in Consultation with Representative shall give prompt written notice to the other Members, shall use reasonable commercial efforts to direct Company Unitholder Representative of the defense commencement of any claims made by any tax authority to the extent that such claims relate to the adjustment Audit of Company items at the Company level and, in connection therewith, shall cause or any of its Subsidiaries the Company resolution of which could reasonably be expected to retain have a disproportionate and to pay adverse effect on the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the other MembersSunergy Members (a “Specified Audit”). The Tax Matters Partner shall promptly deliver to each Member a copy of all notices, communications, reports and writings received from the IRS by the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company items, shall promptly advise each Member of the substance of any conversations with the tax authorities in connection therewith and shall keep the Members advised of all developments with respect to any proposed adjustments that come to its attention. In addition, the Tax Matters Partner Representative shall (i) provide each Member with a draft copy keep the Company Unitholder Representative reasonably informed of the material developments and status of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance of such submissionSpecified Audit, (ii) consider permit the Company Unitholder Representative (or its designee) to participate (including using separate counsel), in good faith incorporating all changes or comments to such correspondence or filing requested by any Member and (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items case at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member shall have the right to participate, at its sole Sunergy Members’ cost and expense, in any such meetings Specified Audit, and (iii) promptly notify the Company Unitholder Representative of receipt of a notice of a final partnership adjustment (or conferencesequivalent under applicable Laws) or a final decision of a court or IRS Independent Office of Appeals panel (or equivalent body under applicable Laws) with respect to such Specified Audit. The Tax Representative shall promptly provide the Company Unitholder Representative with copies of all material correspondence between the Tax Representative or the Company (as applicable) and any governmental entity in connection with such Specified Audit and shall give the Company Unitholder Representative a reasonable opportunity to review and comment on any material correspondence, submission (including settlement or compromise offers) or filing in connection with any such Specified Audit. Additionally, the Tax Representative shall not settle, compromise or abandon any Specified Audit in a manner that could reasonably be expected to have a disproportionate (compared to the Manager) and adverse effect on the Sunergy Members without the Company Unitholder Representative’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). The Tax Representative shall obtain the prior written consent of the Company Unitholder Representative (which consent shall not be unreasonably withheld, delayed or conditioned) before taking any material action (other than making a Push Out Election) under the Revised Partnership Audit Provisions that could reasonably be expected to have a disproportionate (compared to the Manager) and adverse effect on the Sunergy Members. Notwithstanding anything to the contrary, unless otherwise agreed by the Manager (such agreement not to be unreasonably withheld, conditioned, or delayed), the Tax Representative shall make a Push Out Election with respect to any “imputed underpayment” arising in connection with any Audit of the Company or any of its Subsidiaries for any taxable period ending on or before the date of this Agreement. (c) The Tax Matters Partner shall not, without a Required Majority Vote, (i) except in the case of any claim by the IRS that could give rise to an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code) with respect to a federal income tax matter or appeal any adverse determination of a judicial tribunal; (ii) enter into a settlement agreement with the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid by the Company. (d) If for any reason the IRS disregards the election made by the Company pursuant to Section 7.5(c) and commences any audit or proceeding in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best efforts to convert the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(c). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Tax Representative, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claim. (e) If any Member intends to file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) calendar days prior to any such filing, notify the other Members of such intent, which notification must include a reasonable description of the contemplated action Unitholder Representative and the reasons for such action; provided, however, that this Members expressly agree to be bound by the terms of Section 7.7(e) shall not relieve such Member’s obligation to use all commercially reasonable efforts to convert a Member level proceeding into a Company level proceeding as provided in Section 7.7(d).7.15

Tax Audits. (ai) The Managing Member is hereby designated as the “tax matters partner,” as that term is defined in Section 6231(a)(7) of the Code (the “Tax Matters Partner”), of the Company, with all of the rights, duties and powers provided for in Sections 6221 through 6234 of the Code, inclusive, provided however that in the case of a removal of the Managing Member after the occurrence If notice of any Removal Eventjudicial, the Investor shall have the right to assume the rights and duties of the Tax Matters Partner and to be designated as such. The Managing Member is hereby directed and authorized to take whatever steps itadministrative or arbitral actions, in its reasonable discretionsuits, deems necessary mediation, investigation, inquiry, proceedings or desirable to perfect such designation, claims (including filing counterclaims) by or before any forms or documents with the IRS and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member shall remain as the Tax Matters Partner so long as it retains any ownership interests in the Company unless the Investor assumes the rights and duties of the Tax Matters Partner under the proviso to the first sentence of this paragraph. (b) The Tax Matters Partner, in Consultation with the other Members, shall use reasonable commercial efforts to direct the defense of any claims made by any tax authority to the extent that such claims relate to the adjustment of Company items at the Company level and, in connection therewith, shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the other Members. The Tax Matters Partner shall promptly deliver to each Member a copy of all notices, communications, reports and writings received from the IRS by the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company items, shall promptly advise each Member of the substance of any conversations with the tax authorities in connection therewith and shall keep the Members advised of all developments Taxing Authority with respect to any proposed adjustments that come to its attention. In addition, the Tax Matters Partner shall (i) provide each Member with a draft copy Taxes of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance of such submission, (ii) consider in good faith incorporating all changes or comments to such correspondence or filing requested by any Member and (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member shall have the right to participate, at its sole cost and expense, in any such meetings or conferences. (c) The Tax Matters Partner shall not, without a Required Majority Vote, (i) except in the case of any claim by the IRS that could give rise to an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits (a “Tax Loss ContestClaim”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code) with respect to a federal income tax matter or appeal any adverse determination of a judicial tribunal; (ii) enter into a settlement agreement with the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid received by any Party for which the Company. (d) If for any reason the IRS disregards the election made by the Company other Party would be liable pursuant to Section 7.5(c) and commences any audit or proceeding 5.5(a), the notified Party shall notify such other Party in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best efforts to convert the portion writing of such audit or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(c). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claim. (e) If any Member intends to file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) calendar days prior to any such filing, notify the other Members of such intent, which notification must include a reasonable description of the contemplated action and the reasons for such actionTax Claim; provided, however, that this Section 7.7(e) the failure of the notified Party to give the other Party #32620513 v1 notice as provided herein shall not relieve such Member’s obligation failing Party of its obligations under this Section 5.5 except to use all commercially reasonable efforts the extent that the other Party is actually and materially prejudiced thereby. (ii) The Seller Representative shall have the sole right to convert represent the interests of the Company in any Tax Claim relating exclusively to taxable periods ending on or before the Closing Date if and to the extent the Sellers are potentially liable for any Taxes resulting therefrom, and to employ counsel of their choice at their expense; provided, however, that the Seller Representative may not agree to a Member level proceeding into settlement or compromise thereof without the prior written consent of the Buyer, which consent shall not be unreasonably withheld or delayed; and provided, further, that if such Tax Claim involves an issue that recurs in a Post‑Closing Tax Period of Buyer, the Company level proceeding as or any of their respective Affiliates or otherwise could adversely affect the Buyer, the Company or any or their respective Affiliates for a Post‑Closing Tax Period, then (A) the Seller Representative and the Buyer shall jointly control the defense and settlement or compromise of any such Tax Claim and each Party shall cooperate with the other Party at its own expense, and (B) there shall be no settlement or closing or other agreement with respect thereto without the written consent of each of the Buyer and the Seller Representative, which consents shall not be unreasonably withheld or delayed. (iii) In the case of any Tax Claim not described in (ii) above, the Buyer shall have the right, at the expense of the Sellers to the extent such Tax Claim is subject to indemnification by the Sellers pursuant to Section 5.5(a) hereof, to represent the interests of the Company; provided that in the case of any Tax Claim that is the subject of indemnification under Section 7.7(d5.5(a), Buyer shall not settle such claim without the written consent of the Seller Representative, which consent shall not be unreasonably withheld or delayed.

Tax Audits. (ai) The Managing At all times prior to a Pan Am Change in Control, the Pan Member is hereby designated as shall be the “"tax matters partner,” " as that term is defined in Section 6231(a)(7) of the Code (the “"Tax Matters Partner”"), of the Company, with ; at all of the rights, duties times upon and powers provided for after a Pan Am Change in Sections 6221 through 6234 of the Code, inclusive, provided however that in the case of a removal of the Managing Member after the occurrence of any Removal EventControl, the Investor NS Member shall have the right to assume the rights and duties of be the Tax Matters Partner and to be designated as suchPartner. The Managing Member Tax Matters Partner is hereby directed and authorized to take whatever steps itthe Tax Matters Partner, in its reasonable sole discretion, deems necessary or desirable to perfect such designation, including including, without limitation, filing any forms or documents with the IRS and taking such other action as may from time to time be is required under the Treasury Regulations. The Managing Member shall remain as the Tax Matters Partner so long as it retains any ownership interests in the Company unless the Investor assumes the rights and duties of the Tax Matters Partner under the proviso to the first sentence of this paragraph. (bii) The Tax Matters Partner, in Consultation consultation with the other MembersMember, shall use reasonable commercial efforts to direct the defense of any claims made by the IRS (or by any tax authority other taxing authority) to the extent that such claims relate to the adjustment of Company items at the Company level and, in connection therewith, shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the consent of the other MembersMember. The Tax Matters Partner shall promptly deliver to each other Member a copy of all notices, communications, reports and writings received from the IRS by the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company items, shall promptly advise each the other Member of the substance of any conversations with the tax authorities IRS in connection therewith therewith, and shall keep the Members other Member advised of all developments with respect to any proposed adjustments that which come to its attention. In addition, the Tax Matters Partner shall (iA) provide each in a timely manner the other Member with a draft copy of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance of such submission, (iiB) consider in good faith incorporating incorporate all reasonable changes or comments to such correspondence or filing requested by any the other Member and (iiiC) provide each the other Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each the other Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) ), and each the other Member shall have the right to participate, at its sole cost and expense, in any such meetings or conferences. (ciii) The Notwithstanding anything in this Section 7.3, the Tax Matters Partner shall not, without a Required Majority Vote, not (iA) except in the case of any claim by the IRS that could give rise to an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code) with respect to a federal income tax matter or appeal any adverse determination of a judicial tribunal; (ii) enter into a settlement agreement with the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending extend the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid by the Company. (d) If for any reason tax year for Federal, state, and local income tax purposes, (B) enter into any settlement agreement that is binding upon the IRS disregards Members with respect to the election made by determination of Company items at the Company pursuant to Section 7.5(clevel, (C) and commences any audit or proceeding in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best efforts to convert the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(c). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claim. (e) If any Member intends to file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections Section 6226(a) of the Code for the readjustment of Company items, or (D) appeal any judicial decision with respect to any such partnership item or any other tax matter involving Company item, without the Company, such Member shall, at least thirty (30) calendar days prior to any such filing, notify consent of the other Members of such intent, Member which notification must include a reasonable description of the contemplated action and the reasons for such action; provided, however, that this Section 7.7(e) consent shall not relieve such Member’s obligation to use all commercially reasonable efforts to convert a Member level proceeding into a Company level proceeding as provided in Section 7.7(d)be unreasonably withheld, conditioned or delayed.

Tax Audits. (ai) The Managing K. Dane Brooksher shall be the Company's tax matters Member is hereby designated (thx "Xxx Xxxxxxx Member") with respect to federal income tax audits. If at any time the Tax Matters Member cannot or elects not to serve as the “tax matters partner,” Tax Matters Member, is removed by the Members as that term is defined in Section 6231(a)(7) the Tax Matters Member or ceases to be a Member, a Majority Interest of the Code (Members shall select another Member to be the “Tax Matters Partner”)Member. The Tax Matters Member, as an authorized representative of the Company, with all of the rights, duties and powers provided for in Sections 6221 through 6234 of the Code, inclusive, provided however that in the case of a removal of the Managing Member after the occurrence of any Removal Event, the Investor shall have the right to assume the rights and duties of the Tax Matters Partner and to be designated as such. The Managing Member is hereby directed and authorized to take whatever steps it, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member shall remain as the Tax Matters Partner so long as it retains any ownership interests in the Company unless the Investor assumes the rights and duties of the Tax Matters Partner under the proviso to the first sentence of this paragraph. (b) The Tax Matters Partner, in Consultation with the other Members, shall use reasonable commercial efforts to direct the defense of any claims made by any tax authority the IRS to the extent that such claims relate to the adjustment of Company items at the Company level and, in connection therewith, shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the other Memberslevel. The Tax Matters Partner Member shall promptly deliver to each Member a copy of any notice of beginning of administrative proceedings or any report explaining the reasons for a proposed adjustment received from the IRS relating to or potentially resulting in an adjustment of Company items. The Tax Matters Member shall, unless a Majority Interest consents to the contrary, diligently and in good faith contest any proposed adjustment of a Company item that principally affects the Members at the administrative and judicial levels, including, if appropriate or if requested by a Majority Interest, appealing any adverse judicial decision, and shall consider in good faith any suggestions made by any Member or its counsel regarding the conduct of such administrative or judicial proceedings. The Tax Matters Member shall keep each Member advised of all material developments with respect to any proposed adjustment that come to its attention, including, without limitation, the scheduling of all conferences and substantive telephone calls with the IRS. Each Member shall be entitled, at its own expense, to attend all meetings with the IRS and to review in advance any material written information (including, without limitation, any pleadings, memoranda or similar items) to be submitted to the IRS. Without first obtaining the consent of a Majority Interest, the Tax Matters Member shall not, with respect to any proposed adjustment of a Company item that materially and adversely affects any Member, enter into a settlement agreement that purports to bind Members other than the Tax Matters Member (including, without limitation, any stipulation consenting to an entry of decision by any tax court), or enter into an agreement or stipulation extending the statute of limitations. (ii) The Company shall promptly deliver to each Member a copy of all notices, communications, reports and or writings of any kind with respect to income or similar taxes received from the IRS by any state or local taxing authority relating to the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company itemsthat might materially and adversely affect each Member, shall promptly advise each Member of the substance of any conversations with the tax authorities in connection therewith and shall keep the such Members advised of all material developments with respect to any proposed adjustments adjustment of Company items that come to its attention. In addition, the Tax Matters Partner shall (i) provide each Member with a draft copy of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance of such submission, (ii) consider in good faith incorporating all changes or comments to such correspondence or filing requested by any Member and . (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Each Member shall continue to have the right to participate, at its sole cost and expense, rights described in any such meetings or conferences. (c) The Tax Matters Partner shall not, without a Required Majority Vote, (i) except in the case of any claim by the IRS that could give rise to an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code22(d) with respect to tax matters relating to any period during which it was a federal income tax matter Member, whether or appeal any adverse determination of not it is a judicial tribunal; (ii) enter into a settlement agreement with Member at the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) time of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid by the Company. (d) If for any reason the IRS disregards the election made by the Company pursuant to Section 7.5(c) and commences any tax audit or proceeding in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best efforts to convert the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(c). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claimcontest. (e) If any Member intends to file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) calendar days prior to any such filing, notify the other Members of such intent, which notification must include a reasonable description of the contemplated action and the reasons for such action; provided, however, that this Section 7.7(e) shall not relieve such Member’s obligation to use all commercially reasonable efforts to convert a Member level proceeding into a Company level proceeding as provided in Section 7.7(d).

Tax Audits. (a) The Managing Member UPC Hawaii is hereby designated as the “tax matters partner,” as that term is defined in Section 6231(a)(7) of the Code (the “Tax Matters PartnerMember”), of the Company, with all of the rights, duties and powers provided for in Sections 6221 through 6234 of the Code, inclusive, provided however that in the case of a removal of the Managing Member after the occurrence of any Removal Event, the Investor shall have the right to assume the rights and duties of the Tax Matters Partner and to be designated as such. The Managing Member UPC Hawaii is hereby directed and authorized to take whatever steps itUPC Hawaii, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS and IRS, taking such other action as may from time to time be required under the Treasury RegulationsRegulations and directing the Manager to take any of the foregoing actions. The Managing Member shall remain as At the request of any other Member, the Tax Matters Partner so long Member will take such action as it retains any ownership interests in may be necessary to cause, to the Company unless extent possible, such other Member to become a “notice partner” within the Investor assumes the rights and duties meaning of Section 6223 of the Code. The Tax Matters Partner under Member will be subject to removal upon the proviso to written request of a majority in interest of the first sentence Class B Members through the fourth anniversary of this paragraphthe Flip Date and, thereafter, by a Majority Vote of Members. (b) The Tax Matters Partner, in Consultation with the other Members, Member shall use reasonable commercial efforts to direct the defense of any claims made by any tax authority the IRS to the extent that such claims relate to the adjustment of Company items at the Company level and, in connection therewith, and shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner Member in Consultation with the other Members. The Tax Matters Partner shall Member will deliver promptly deliver to each Member a copy copies of all notices, communications, reports and writings received communications to or from the IRS by the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment potential adjustments of Company items, shall promptly advise each Member of the substance of any conversations with the tax authorities IRS in connection therewith and shall keep the Members advised of all developments with respect to any proposed adjustments that come to its or the Manager’s, as the case may be, attention. In addition, to the extent practicable (taking into account any submission deadlines or other relevant timing considerations), the Tax Matters Partner shall or shall cause the Manager to (i) provide each Member with a draft copy of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance of such submission, (ii) consider in good faith incorporating incorporate all reasonable changes or comments to such correspondence or filing requested by any Member and (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner Member will provide each Member Members with prompt written notice reasonably in advance of any all meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at IRS and the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) Members and each Member shall their authorized representatives will have the right to participate, at its sole cost and expense, in any attend all such meetings or conferencesand conferences at their expense. (c) The For any issue or matter relating to the period prior to the Flip Date without the approval of a majority in interest of the Class B Members, the Tax Matters Partner Member shall not, without a Required Majority Vote, not (i) except in the case of any claim by the IRS that could give rise to an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code) with respect to a federal income tax matter or appeal any adverse determination of a judicial tribunal; (ii) enter into a settlement agreement with the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) of the Code; (iviii) file any request contemplated in Section 6227(c6227(b) of the Code; or (viv) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of Code. For any issue or matter relating to the Codeperiod prior to the Flip Date without the approval of each of the other Members, the Tax Matters Member shall not enter into a settlement agreement with the IRS which purports to bind the Members. Any cost or expense incurred by the Tax Matters Partner Member in connection with its duties as Tax Matters Partner Member shall be paid by the Company. (d) If for any reason the IRS disregards the election made by the Company pursuant to Section 7.5(c7.3(c) and commences any audit or proceeding in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best commercially reasonable efforts to convert the portion of such audit or proceeding that relates to such items into a Company level proceeding at the level of the Company consistent with the Company’s election of the Company pursuant to Section 7.5(c7.3(c). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claim. (e) If any Member intends to file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) calendar days prior to any such filing, notify the other Members of such intent, which notification must include a reasonable description of the contemplated action and the reasons for such action; provided, however, that this Section 7.7(e7.5(e) shall not relieve such Member’s obligation to use all commercially reasonable efforts to convert a Member level proceeding into a Company level proceeding as provided in Section 7.7(d7.5(d). (f) The provisions of this Section 7.5 will survive the termination of the Company or the termination of any Member’s interest in the Company and will remain binding on the Members for the period of time necessary to resolve with the IRS any and all federal income tax matters relating to the Company that are subject to Sections 6221 through 6233 of the Code.

Tax Audits. (a) The Managing Member is hereby designated as After the “tax matters partner,” as that term is defined in Section 6231(a)(7) of Closing, Purchaser, on the Code one hand, and Seller, on the other hand (the “Tax Matters PartnerRecipient”), shall promptly notify the other Person in writing upon receipt by the Recipient or any of the Company, with all of the rights, duties and powers provided for in Sections 6221 through 6234 of the Code, inclusive, provided however that in the case of a removal of the Managing Member after the occurrence its Affiliates of any Removal Event, the Investor shall have the right to assume the rights and duties of the Tax Matters Partner and to be designated as such. The Managing Member is hereby directed and authorized to take whatever steps it, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member shall remain as the Tax Matters Partner so long as it retains any ownership interests in the Company unless the Investor assumes the rights and duties of the Tax Matters Partner under the proviso to the first sentence of this paragraph. (b) The Tax Matters Partner, in Consultation with the other Members, shall use reasonable commercial efforts to direct the defense written notice of any claims made by any tax authority to the extent that such claims relate to the adjustment of Company items at the Company level andpending or threatened audit or assessment, in connection therewithsuit, shall cause the Company to retain and to pay the fees and expenses of counsel and proposed adjustment, deficiency, dispute, administrative or judicial proceeding or other advisors chosen similar claim (“Tax Claim”) received by the Recipient from any Tax Matters Partner in Consultation with the authority or any other Members. The Tax Matters Partner shall promptly deliver to each Member a copy of all notices, communications, reports and writings received from the IRS by the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company items, shall promptly advise each Member of the substance of any conversations with the tax authorities in connection therewith and shall keep the Members advised of all developments Person with respect to any proposed adjustments that come to its attention. In addition, Losses for which the Tax Matters Partner shall (i) provide each Member with a draft copy of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance of such submission, (ii) consider in good faith incorporating all changes or comments to such correspondence or filing requested by any Member Parent and (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member shall have the right to participate, at its sole cost and expense, in any such meetings or conferences. (c) The Tax Matters Partner shall not, without a Required Majority Vote, (i) except in the case of any claim by the IRS that could give rise to an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code) with respect to a federal income tax matter or appeal any adverse determination of a judicial tribunal; (ii) enter into a settlement agreement with the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid by the Company. (d) If for any reason the IRS disregards the election made by the Company Seller are liable pursuant to Section 7.5(c) and commences any audit 8.1 or proceeding in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best efforts to convert the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(c). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claim. (e) If any Member intends to file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) calendar days prior to any such filing, notify the other Members of such intent, which notification must include a reasonable description of the contemplated action and the reasons for such action8.5; provided, however, that this Section 7.7(e) a failure by the Purchaser to give such notice shall not relieve affect the Purchaser Indemnified Parties’ rights to indemnification under this Article VIII unless (and then solely to the extent) that the Parent and Seller are materially prejudiced as a consequence of such Memberfailure. (b) Parent and Seller shall control the conduct, through their own counsel at their sole expense and with the participation of Purchaser, of any Tax Claim involving any asserted Liability with respect or relating solely to any Pre-Closing Period. Parent or Seller shall have all rights to settle, compromise and/or concede such Tax Claim and Purchaser shall reasonably cooperate and shall cause the MGM Acquired Entities to reasonably cooperate; provided, however, that Parent or Seller shall not settle, compromise and/or concede such Tax Claim in a manner that would adversely affect Purchaser or the MGM Acquired Entities without the consent of Purchaser, which consent shall not be unreasonably withheld or delayed. (c) With respect to any Tax Claim that involves any Straddle Period, Purchaser shall control the conduct of any such Tax Claim, through counsel of Purchaser’s obligation own choosing with participation by the Parent and Seller (at Parent or Seller’s expense) and Purchaser shall have all rights to use all commercially reasonable efforts to convert settle, compromise and/or concede such Tax Claim and Parent and Seller shall reasonably cooperate; provided, however, that Purchaser shall not settle, compromise and/or concede such Tax Claim in a Member level proceeding into a Company level proceeding as provided in Section 7.7(d)manner that would adversely affect Parent or Seller without the consent of Parent and Seller, which consent shall not be unreasonably withheld or delayed.

Tax Audits. (a) The Managing Member is hereby designated as Seller shall, at its election, have the “tax matters partner,” as that term is defined in Section 6231(a)(7) sole right to represent the interests of the Code (the “Tax Matters Partner”), Transfer Group Companies in any audit or administrative or court proceeding relating to Taxes for taxable periods of the CompanyTransfer Group Companies which end on or before the Closing Date and to employ counsel of its choice at its expense; provided that Seller does not dispute its obligation to indemnify Purchaser for the asserted liability. Purchaser agrees that it will cooperate fully, and shall cause the Transfer Group Companies to cooperate fully, with all of the rights, duties Seller and powers provided for in Sections 6221 through 6234 of the Code, inclusive, provided however that its counsel in the case of a removal of the Managing Member after the occurrence defense against or compromise of any Removal Event, the Investor claim in any said proceeding. Seller shall provide Purchaser with reasonable access to its records and personnel relating to any such proceeding. Seller shall have the right to assume settle or dispose of any claim in any said proceeding; provided that Seller shall consult with Purchaser regarding any such proceeding and shall allow Purchaser to participate in any such proceeding; provided, further, that no settlement or disposition of any claim for Tax which would adversely affect any Transfer Group Company in any taxable period ending after the rights Closing Date in any manner or to any extent (including, but not limited to, the imposition of income tax deficiencies, the reduction of asset basis or cost adjustments and duties the reduction of loss or credit carryovers) shall be agreed to without Purchaser's prior written consent (which consent shall not be unreasonably withheld). Notwithstanding anything to the contrary herein, Seller shall not be required to consult with Purchaser or seek Purchaser's consent to settle any tax proceeding which relates to items reported on a Tax Return of the Tax Matters Partner and to be designated as such. The Managing Member is hereby directed and authorized to take whatever steps ittype described in Section 10.2(a)(i), in its reasonable discretion, deems necessary or desirable to perfect provided that Seller indemnifies Purchaser for any material adverse effects of any such designation, including filing any forms or documents with the IRS and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member shall remain as the Tax Matters Partner so long as it retains any ownership interests in the Company unless the Investor assumes the rights and duties of the Tax Matters Partner under the proviso to the first sentence of this paragraphsettlement. (b) If any Taxing Authority asserts a claim, makes an assessment or otherwise disputes or affects any Taxes for which Seller is responsible hereunder, Purchaser shall, promptly upon receipt by Purchaser or any Transfer Group Company of notice thereof, inform Seller thereof. The Tax Matters Partner, failure of Purchaser or any Transfer Group Company to timely forward such notification in Consultation accordance with the other Members, immediately preceding sentence shall use reasonable commercial efforts not relieve Seller of its obligation to direct the defense of any claims made by any tax authority pay such liability for Taxes except and to the extent that the failure to timely forward such claims relate notification actually prejudices the ability of Seller to contest such liability for Taxes or increases the adjustment of Company items at the Company level and, in connection therewith, shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the other Members. The Tax Matters Partner shall promptly deliver to each Member a copy of all notices, communications, reports and writings received from the IRS by the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company items, shall promptly advise each Member of the substance of any conversations with the tax authorities in connection therewith and shall keep the Members advised of all developments with respect to any proposed adjustments that come to its attention. In addition, the Tax Matters Partner shall (i) provide each Member with a draft copy of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance amount of such submission, (ii) consider in good faith incorporating all changes or comments to such correspondence or filing requested by any Member and (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member shall have the right to participate, at its sole cost and expense, in any such meetings or conferencesTaxes. (c) The Tax Matters Partner Seller and Purchaser jointly shall not, without a Required Majority Vote, (i) except in represent the case of any claim by the IRS that could give rise to an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 interests of the Code) with respect to a federal income tax matter or appeal any adverse determination of a judicial tribunal; (ii) enter into a settlement agreement with the IRS which purports to bind the Members; (iii) intervene Transfer Group Companies in any action as contemplated by Section 6226(b) of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid by the Company. (d) If for any reason the IRS disregards the election made by the Company pursuant to Section 7.5(c) and commences any audit or administrative or court proceeding in which it makes a claim, relating to Taxes for any Straddle Period. Any disputes regarding the conduct or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best efforts to convert the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(c). In the case resolution of any such audit or proceeding involving the Investor for a tax period prior shall be resolved pursuant to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claimSection 10.5. (ed) If any Member intends Purchaser shall have the sole right to file, pursuant to Section 6227 represent the interests of the Code, a request for an Transfer Group Companies in all other audits or administrative adjustment of any such partnership item of the Company, or court proceedings relating to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) calendar days prior to any such filing, notify the other Members of such intent, which notification must include a reasonable description of the contemplated action and the reasons for such action; provided, however, that this Section 7.7(e) shall not relieve such Member’s obligation to use all commercially reasonable efforts to convert a Member level proceeding into a Company level proceeding as provided in Section 7.7(d)Taxes.

Tax Audits. (a) The Managing Member is hereby designated as Subject to this Section 4.4, the “tax matters partner,” as that term is defined in Section 6231(a)(7) Tax Representative shall have the sole authority to act on behalf of the Code (Company in connection with, make all relevant decisions regarding application of, and to exercise the “Tax Matters Partner”), of the Company, with all of the rights, duties rights and powers provided for in Sections 6221 through 6234 of the CodeRevised Partnership Audit Provisions, inclusiveincluding making any elections under the Revised Partnership Audit Provisions or any decisions to settle, provided however that in compromise, challenge, litigate or otherwise alter the case of a removal of the Managing Member after the occurrence defense of any Removal Eventaction, audit or examination before the Investor shall have the right to assume the rights and duties of the Tax Matters Partner IRS or any other tax authority (each, an “Audit”), and to be designated as such. The Managing Member is hereby directed expend Company funds for professional services and authorized to take whatever steps it, other expenses reasonably incurred in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member shall remain as the Tax Matters Partner so long as it retains any ownership interests in the Company unless the Investor assumes the rights and duties of the Tax Matters Partner under the proviso to the first sentence of this paragraphconnection therewith. (b) The Without limiting the foregoing, the Tax Matters Partner, in Consultation with Representative shall give prompt written notice to the other Members, shall use reasonable commercial efforts to direct Company Unitholder Representative of the defense commencement of any claims made by Audit of the Company or any tax authority of its Subsidiaries the resolution of which would reasonably be expected to have a disproportionate (compared to the extent that such claims relate to Manager) and adverse effect on the adjustment of Company items at the Company level and, in connection therewith, shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the other MembersClass C Members (a “Specified Audit”). The Tax Matters Partner shall promptly deliver to each Member a copy of all notices, communications, reports and writings received from the IRS by the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company items, shall promptly advise each Member of the substance of any conversations with the tax authorities in connection therewith and shall keep the Members advised of all developments with respect to any proposed adjustments that come to its attention. In addition, the Tax Matters Partner Representative shall (i) provide each Member with a draft copy keep the Company Unitholder Representative reasonably informed of the material developments and status of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance of such submissionSpecified Audit, (ii) consider permit the Company Unitholder Representative (or its designee) to participate (including using separate counsel), in good faith incorporating all changes or comments to such correspondence or filing requested by any Member and (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items case at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member shall have the right to participate, at its Class C Members’ sole cost and expense, in any such meetings Specified Audit, and (iii) promptly notify the Company Unitholder Representative of receipt of a notice of a final partnership adjustment (or conferencesequivalent under applicable Laws) or a final decision of a court or IRS Independent Office of Appeals panel (or equivalent body under applicable Laws) with respect to such Specified Audit. The Tax Representative shall promptly provide the Company Unitholder Representative with copies of all material correspondence between the Tax Representative or the Company (as applicable) and any governmental entity in connection with such Specified Audit and shall give the Company Unitholder Representative a reasonable opportunity to review and comment on any material correspondence, submission (including settlement or compromise offers) or filing in connection with any such Specified Audit. Additionally, the Tax Representative shall not settle, compromise or abandon any Specified Audit in a manner that would reasonably be expected to have a disproportionate (compared to the Manager) and material adverse effect on the Class C Members without the Company Unitholder Representative’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). The Tax Representative shall obtain the prior written consent of the Company Unitholder Representative (which consent shall not be unreasonably withheld, delayed or conditioned) before (i) making a Push Out Election or (ii) taking any other material action under the Revised Partnership Audit Provisions that, in each case, would reasonably be expected to have a material effect on the Class C Members that is disproportionately adverse to them as compared to the Manager; provided, however, the Tax Representative may cause the Company to make a Push Out Election in its sole discretion (without the prior written consent of the Company Unitholder Representative) to the extent not making such Push Out Election would reasonably be expected to have a material effect on the Manager that is disproportionately adverse to it as compared to the Class C Members. (c) The Company, the Tax Matters Partner shall notRepresentative, without a Required Majority Vote, (i) except in the case of any claim Company Unitholder Representative and the Members expressly agree to be bound by the IRS that could give rise to an indemnity claim under this Agreement or any other Transaction Document in respect terms of federal income taxes or the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code) with respect to a federal income tax matter or appeal any adverse determination of a judicial tribunal; (ii) enter into a settlement agreement with the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b8.14(a) of the Code; (iv) file Merger Agreement. Notwithstanding anything to the contrary contained in this Agreement, in the event of any request contemplated in conflict between Section 6227(c8.14(a) of the Code; or (v) except in the case of a Tax Loss ContestMerger Agreement and this Agreement, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B8.14(a) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner Merger Agreement shall be paid by the Companycontrol. (d) If for any reason the IRS disregards the election made by the Company pursuant to Section 7.5(c) and commences any audit or proceeding in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best efforts to convert the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(c). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claim. (e) If any Member intends to file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) calendar days prior to any such filing, notify the other Members of such intent, which notification must include a reasonable description of the contemplated action and the reasons for such action; provided, however, that this Section 7.7(e) shall not relieve such Member’s obligation to use all commercially reasonable efforts to convert a Member level proceeding into a Company level proceeding as provided in Section 7.7(d).

Tax Audits. (ai) The Managing Member is hereby designated as After the “tax matters partner,” as that term is defined in Section 6231(a)(7) Closing, each of the Code Buyer, on the one hand, and the Seller, on the other hand (the “Tax Matters Partner”"Recipient"), will promptly notify the other party in writing upon receipt by the Recipient or any of the Company, with all of the rights, duties and powers provided for in Sections 6221 through 6234 of the Code, inclusive, provided however that its Affiliates (including in the case of a removal of the Managing Member after Buyer, the occurrence Company) of any Removal Eventwritten notice of any pending or threatened audit or assessment, suit, proposed adjustment, deficiency, dispute, administrative or judicial proceeding or other similar claim ("Tax Claim") received by the Investor shall have Recipient form any Tax authority or any other party with respect to Taxes for which the right Seller is liable pursuant to assume Section 4.6(c), provided, however, that a failure by the Buyer to give such notice will not affect the Buyer's or the Company's rights and duties of the Tax Matters Partner to indemnification under Section 4.6(c) unless and to be designated as suchthe extent such failure materially and adversely affects the Seller's rights to participate in and defend such Tax Claim. The Managing Member is hereby directed and authorized to take whatever steps it, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member Such notice shall remain as the Tax Matters Partner so long as it retains any ownership interests in the Company unless the Investor assumes the rights and duties of the Tax Matters Partner under the proviso contain factual information (to the first sentence extent known) describing the asserted Tax liability in reasonable detail and shall include copies of this paragraphany notice or other document received from any Tax authority in respect of any such asserted Tax liability. (bii) The Tax Matters PartnerSeller may elect to control the conduct, in Consultation through counsel of the Seller's own choosing and at the Seller's own expense and with the other Membersparticipation of the Buyer, shall use reasonable commercial efforts to direct the defense of any claims made by Tax claim involving any tax authority asserted liability with respect to or relating to any Pre-Closing Period only. If the extent that Seller elects to control any such claims relate Tax Claim, the Seller shall within 30 calendar days of receipt of the notice of asserted Tax liability notify the Buyer in writing of its intent to do so. If the adjustment of Company items at Seller properly elects to control such a Tax Claim, then the Company level andSeller shall have all rights to settle, in connection therewith, compromise and/or concede such asserted liability and the Buyer shall cooperate and shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the other Members. The Tax Matters Partner shall promptly deliver to each Member a copy of all notices, communications, reports and writings received from the IRS by the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company items, shall promptly advise each Member of the substance of any conversations with the tax authorities in connection therewith and shall keep the Members advised of all developments with respect to any proposed adjustments that come to its attention. In addition, the Tax Matters Partner shall (i) provide each Member with a draft copy of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance of such submission, (ii) consider in good faith incorporating all changes or comments to such correspondence or filing requested by any Member and (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member shall have the right to participate, at its sole cost and expense, in any such meetings or conferences. (c) The Tax Matters Partner shall not, without a Required Majority Vote, (i) except in the case of any claim by the IRS that could give rise to an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits (a “Tax Loss Contest”)their successors to reasonably cooperate, commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code) with respect to a federal income tax matter or appeal any adverse determination of a judicial tribunal; (ii) enter into a settlement agreement with the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid by the Company. (d) If for any reason the IRS disregards the election made by the Company pursuant to Section 7.5(c) and commences any audit or proceeding in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best efforts to convert the portion Seller, in each phase of such audit or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(c). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claim. (e) If any Member intends to file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) calendar days prior to any such filing, notify the other Members of such intent, which notification must include a reasonable description of the contemplated action and the reasons for such actionTax Claim; provided, however, that this Section 7.7(e) the Seller shall not relieve settle, compromise and/or concede such Member’s obligation asserted liability if such settlement, compromise or concession could increase the Tax liability of the Company for any other taxable period without the consent of the Buyer. If the Seller does not elect to use all commercially reasonable efforts control a Tax Claim for a Pre-Closing Period, the Buyer or the Company may, without affecting its or any other indemnified party's rights to convert a Member level proceeding into a Company level proceeding as provided in indemnification under Section 7.7(d4.6, assume and control the defense of such Tax Claim with participation by the Seller (at its own expense); provided, however, that the Buyer may not settle or compromise such Tax Claim without the consent of the Seller, which consent shall not be unreasonably withheld. (iii) With respect to any Tax Claim that involves any Straddle Period, the Buyer shall control the conduct of any such Tax Claim, through counsel of the Buyer's own choosing.

Tax Audits. (a) A. The Managing Member is hereby designated Parties acknowledge and agree that the Parent is, and shall continue to be, authorized to undertake any and all actions that are within the scope of Parent’s authority under the Code or the applicable Treasury Regulations, as the “tax matters partner,” as that term is defined in Section 6231(a)(7) common parent corporation of the Code Consolidated Group in connection with the filing of any Consolidated Returns and any U.S. federal income tax audit, examination or other tax proceeding involving Taxes filed on a group basis. Parent shall have the authority to control, settle and resolve any dispute relating to any Consolidated Returns with the Internal Revenue Service (the “Tax Matters PartnerIRS”), of the Company, with all of the rights, duties and powers provided for in Sections 6221 through 6234 of the Code, inclusive, provided however that in the case of a removal of the Managing Member after the occurrence of any Removal Event, the Investor shall have the right to assume the rights and duties of the Tax Matters Partner and to be designated as such. The Managing Member is hereby directed and authorized to take whatever steps it, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member shall remain as the Tax Matters Partner so long as it retains any ownership interests in the Company unless the Investor assumes the rights and duties of the Tax Matters Partner under the proviso to the first sentence of this paragraph. (b) The Tax Matters Partner, in Consultation with the other Members, shall use reasonable commercial efforts to direct the defense of any claims made by any tax authority to the extent that such claims relate to the adjustment of Company items at the Company level and, in connection therewith, shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the other Members. The Tax Matters Partner shall promptly deliver to each Member a copy of all notices, communications, reports and writings received from the IRS by the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company items, shall promptly advise each Member of the substance of any conversations with the tax authorities in connection therewith and shall keep the Members advised of all developments with respect to any proposed adjustments that come to its attention. In addition, the Tax Matters Partner shall (i) provide each Member with a draft copy of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance of such submission, (ii) consider in good faith incorporating all changes or comments to such correspondence or filing requested by any Member and (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member shall have the right to participate, at its sole cost and expense, in any such meetings or conferences. (c) The Tax Matters Partner shall not, without a Required Majority Vote, (i) except in the case of any claim by the IRS that could give rise to an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code) with respect to a federal income tax matter or appeal any adverse determination of a judicial tribunal; (ii) enter into a settlement agreement with the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid by the Company. (d) If for any reason the IRS disregards the election made by the Company pursuant to Section 7.5(c) and commences any audit or proceeding in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best efforts to convert the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(c). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claim. (e) If any Member intends to file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) calendar days prior to any such filing, notify the other Members of such intent, which notification must include a reasonable description of the contemplated action and the reasons for such actionTaxing Authority; provided, however, that Parent shall keep NBH duly informed of the progress thereof to the extent that such Tax Proceeding (as defined below in Section 2.5B) or Tax Claim (as defined below in Section 2.5B) could directly or indirectly affect (adversely or otherwise) any member of the NBH Group and that NBH shall have the right to review and comment on any and all submissions made to the IRS, a court, or other Taxing Authority with respect to such Tax Claim or Tax Proceeding and that Parent will consider such comments in good faith. If Parent provides written notice to NBH of its intent to settle or resolve any such Tax Proceeding or Tax Claim (the “Proposed Resolution”), NBH shall have thirty (30) days (or such shorter time as is necessary to avoid material prejudice to Parent or any member of the Affiliated Group, which shorter period Parent shall provide notice of to NBH) within which to provide any objection thereto in writing. If the Parties are unable to reach an agreement within thirty (30) days (or such shorter time as is necessary to avoid material prejudice to Parent or any member of the Affiliated Group, which shorter period Parent shall provide notice of to NBH) after Parent’s receipt of NBH’s written objection to any potential settlement or resolution by Parent of any such Tax Claim or Tax Proceeding, the objection shall be resolved by an independent, nationally recognized accounting firm mutually selected by the Parties (the “Accounting Firm”). The Accounting Firm shall determine whether it is “more likely than not” that an alternative settlement or resolution of such Tax Proceeding or Tax Claim could reasonably be obtained that imposes less liability on the NBH Group (either under this Agreement or applicable law) than the Proposed Resolution and no greater liability on Parent or its affiliates (either under this Agreement or applicable law) than the Proposed Resolution (such settlement or resolution, the “Alternative Resolution”). If the Accounting Firm determines that an Alternative Resolution is reasonably available, Parent shall not enter into the Proposed Resolution. The determination by the Accounting Firm shall be final and binding upon the Parties. Each of Parent and NBH shall bear all fees and costs incurred by it in connection with the resolution of any such Tax Proceeding or Tax Claim, except that (i) the Parties shall each pay one-half (50%) of the fees and expenses of the Accounting Firm, and (ii) without prejudice to Parent’s rights under Section 3.3B, if the Alternative Resolution requires pursuing the settlement or resolution of such Tax Claim or Tax Proceeding in a different forum than the forum in which the Proposed Resolution arose, NBH shall bear all fees and costs incurred in connection with the Tax Proceeding or Tax Claim following the Accounting Firm’s determination. B. If any claim, demand, assessment (including a notice of proposed assessment) or other assertion is made with respect to federal income Taxes against Parent or any member of the NBH Group the calculation of which involves a matter covered in this Agreement (“Tax Claim”) or if Parent or NBH receives any notice from any jurisdiction with respect to any current or future audit, examination, investigation or other proceeding (“Tax Proceeding”) involving Parent or any member of the NBH Group or that otherwise could involve a matter covered in this Agreement and could directly or indirectly affect Parent or any member of the NBH Group (adversely or otherwise), then Parent or NBH, as applicable, shall promptly notify Parent or NBH, as applicable, of such Tax Claim or Tax Proceeding. Each of the Parent and NBH shall retain all Tax Returns, schedules, work papers and other Tax records relating to matters or periods covered by this Agreement until the expiration of the statute of limitations applicable to such underlying Taxes. Notwithstanding the foregoing, the delay or failure of any party to give notice to the other party as provided in this Section 7.7(e) 2.5B shall not relieve the other Party of its obligations, if any, under this Agreement, except to the extent that such Member’s obligation other Party is actually and substantially prejudiced by such delay or failure to use all commercially reasonable efforts to convert a Member level proceeding into a Company level proceeding as provided in Section 7.7(d)give notice.

Tax Audits. (a) The Managing Member is hereby designated as Buyer and the Transferred Entities, on the one hand, and Sellers, on the other hand, shall promptly notify each other upon receipt by such party of written notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes relating to the Transferred Entities for a Pre-Closing Tax Period or any Seller Deferred Closing Taxes (any such inquiry, claim, assessment, audit or similar event, a “tax matters partner,” as that term is defined in Section 6231(a)(7Tax Matter”) including, for the avoidance of doubt, any enquiry by HMRC into the availability of the Code (SSE for Xxxxxx Limited in relation to the “disposal of UK Newco. Any failure to so notify the other party of any Tax Matter shall not relieve such other party of any liability with respect to such Tax Matters Partner”), except to the extent such party was actually and materially prejudiced as a result thereof. (b) Sellers shall have control of the Companyconduct of all Tax Matters that relate to Tax years or periods ending on or before the Principal Closing Date or, with all of the rights, duties and powers provided for in Sections 6221 through 6234 of the Code, inclusive, provided however that in the case of a removal any Seller Deferred Closing Taxes ending on or before the Relevant Closing Date, including any settlement or compromise thereof, provided, however, that (i) Sellers shall have first notified Buyer in writing of Sellers’ intention to do so and shall keep Buyer reasonably informed of the Managing Member after the occurrence progress of any Removal Eventsuch Tax Matter and consult in good faith with Buyer with respect to any material issue relating to such Tax Matter, (ii) Sellers shall have agreed with Buyer that as between Buyer and Sellers, Sellers shall be liable for any Taxes that result from such Tax Matter under the Investor principles of Section 9.02(c), (iii) Buyer shall have the right to assume the rights and duties of the Tax Matters Partner and to be designated as such. The Managing Member is hereby directed and authorized to take whatever steps it, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member shall remain as the Tax Matters Partner so long as it retains any ownership interests in the Company unless the Investor assumes the rights and duties of the Tax Matters Partner under the proviso to the first sentence of this paragraph. participate (b) The Tax Matters Partner, in Consultation with the other Members, shall use reasonable commercial efforts to direct the defense of any claims made by any tax authority to the extent that such claims relate to the adjustment of Company items at the Company level and, in connection therewith, shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the other Members. The Tax Matters Partner shall promptly deliver to each Member a copy of all notices, communications, reports and writings received from the IRS by the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company items, shall promptly advise each Member of the substance of any conversations with the tax authorities in connection therewith and shall keep the Members advised of all developments with respect to any proposed adjustments that come to its attention. In addition, the Tax Matters Partner shall (i) provide each Member with a draft copy of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance of such submission, (ii) consider in good faith incorporating all changes or comments to such correspondence or filing requested by any Member and (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member shall have the right to participate, at its sole cost and expense) in the conduct of any Tax Matters at all administrative, appellate and other dispute resolutions stages, (iv) Sellers shall provide or forward all material written communications from the relevant Tax Authority to Buyer and offer Buyer an opportunity to comment on any such written materials in connection with such Tax Matter prior to such materials being furnished or submitted and shall consider any such comments in good faith, (v) the Sellers shall offer Buyer an opportunity to participate in any phone conversations or meetings with the relevant Tax Authority and (vi) Sellers shall not effect any such meetings settlement or conferencescompromise with respect to which Buyer is reasonably expected to be liable (taking into account Sellers’ indemnity obligation pursuant to Section 9.02) without obtaining Buyer’s prior written consent thereto, which shall not be unreasonably withheld or delayed. (c) The Except to the extent described in Section 6.02(b), Buyer shall have control of the conduct of all Tax Matters Partner that relate to Straddle Periods (except any enquiry by HMRC into the availability of the SSE for Xxxxxx Limited in relation to the disposal of UK Newco for which the Sellers shall nothave control in accordance with the provisions of Section 6.02(b) above), without a Required Majority Voteincluding any settlement or compromise thereof, provided, however, that (i) except Sellers shall have the right to participate (at their sole cost and expense) in the case conduct of any claim by such Tax Matters at all administrative, appellate and other dispute resolutions stages, (ii) Buyer shall provide or forward all material written communications from the IRS that could give rise relevant Tax Authority to Sapphire and offer Sapphire an indemnity claim under this Agreement opportunity to comment on any such written materials in connection with such Tax Matter prior to such materials being furnished or submitted and shall consider any other Transaction Document such comments in respect of federal income taxes good faith, (iii) Buyer shall offer Sapphire an opportunity to participate in any phone conversations or meetings with the loss of federal income tax benefits relevant Tax Authority and (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(aiv) Buyer shall not effect any such settlement or Section 6228 of the Code) compromise with respect to a federal income tax matter which Sellers are reasonably expected to be liable (taking into account Sellers’ indemnity obligation pursuant to Article IX) without obtaining Sapphire’s prior written consent thereto, which shall not be unreasonably withheld or appeal any adverse determination of a judicial tribunal; (ii) enter into a settlement agreement with the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid by the Companydelayed. (d) If for any reason the IRS disregards the election made by the Company pursuant to Section 7.5(c) and commences any audit or proceeding in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best efforts to convert the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(c). In the case event of any such audit or proceeding involving a conflict between the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion provisions of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claim. (e) If any Member intends to file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) calendar days prior to any such filing, notify the other Members of such intent, which notification must include a reasonable description of the contemplated action and the reasons for such action; provided, however, that this Section 7.7(e) 6.02 and Section 5.10 or Section 9.04, this Section 6.02 shall not relieve such Member’s obligation to use all commercially reasonable efforts to convert a Member level proceeding into a Company level proceeding as provided in Section 7.7(d)control.

Tax Audits. (a) The Managing [***] Member is hereby designated shall act as the “tax matters partner,partnership representative” as that term is defined in under Section 6231(a)(76223(a) of the Code (the “Tax Matters PartnerPartnership Representative”), of ) and shall determine the Company, with all of the rights, duties and powers provided for “designated individual” (as defined in Sections 6221 through 6234 of the Code, inclusive, provided however that in the case of a removal of the Managing Member after the occurrence of any Removal Event, the Investor shall have the right to assume the rights and duties of the Tax Matters Partner and to be designated as such. The Managing Member is hereby directed and authorized to take whatever steps it, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS and taking such other action as may from time to time be required under the Treasury Regulations). The Managing Manager and the Members shall take such action as is required by the Code and the Treasury Regulations to designate the [***] Member shall remain as the Partnership Representative and to designate such individual as the designated individual. The Members (in proportion to their Percentage Interests) shall indemnify and hold harmless the Partnership Representative and the designated individual for any and all liabilities, costs and expenses (including reasonable out-of-pocket attorneys’ fees and accountants’ fees) that the Partnership Representative or the designated individual may incur in defending Tax Matters Partner so long Proceedings or otherwise in its capacity as it retains any ownership interests Partnership Representative or designated individual, respectively, acting in the Company unless the Investor assumes the rights and duties of the Tax Matters Partner compliance with its obligations under the proviso to the first sentence of this paragraphAgreement. (b) The Tax Matters Partner, in Consultation with the other Members, shall use reasonable commercial efforts to direct the defense of any claims made by any tax authority to the extent that such claims relate to the adjustment of Company items at the Company level and, in connection therewith, shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the other Members. The Tax Matters Partner shall promptly deliver to each Member a copy of all notices, communications, reports and writings received from If the IRS by the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company items, shall promptly advise each Member of the substance of any conversations with the tax authorities in connection therewith and shall keep the Members advised of all developments with respect to any proposed adjustments that come to its attention. In addition, the Tax Matters Partner shall (i) provide each Member with a draft copy of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance of such submission, (ii) consider in good faith incorporating all changes or comments to such correspondence or filing requested by any Member and (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member shall have the right to participate, at its sole cost and expense, in any such meetings or conferences. (c) The Tax Matters Partner shall not, without a Required Majority Vote, (i) except in the case of any claim by the IRS that could give rise to an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code) with respect to a federal income tax matter or appeal any adverse determination of a judicial tribunal; (ii) enter into a settlement agreement with the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid by the Company. (d) If for any reason the IRS disregards the election made by the Company pursuant to Section 7.5(c) and commences any audit or proceeding in which it makes a claim, or proposes (including under the Compliance Assurance Program) with respect to make a claim, against any Member that could reasonably be expected with respect to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the CompanyCompany (the “Company Audited Items,” and such audit or proceeding, a “Company Audit”), then such Member shall promptly advise the other Members Manager and the Partnership Representative of the same. The Member subject to such audit or proceeding (the “Audited Member”) shall promptly provide the Manager and the Partnership Representative with copies of all notices, communications, reports and such other writings received from the IRS that relate to the Company Audited Items. The Audited Member shall make all final determinations as to the strategies to be employed in defense of the Company Audited Items and all correspondence or filings to be submitted by the Audited Member to the IRS relating to the Company Audited Items; provided that, if the Audited Member is the Class B Member, the Partnership Representative will, at its expense (but subject to indemnification by the Members as provided in Consultation Section 7.7(a)) and with counsel chosen by it, control and defend any Company Audit of the Class B Member. During the pendency of such Company Audit, the Audited Member (or, in the event the Audited Member is the Class B Member, the Partnership Representative) shall furnish to the Members periodic reports, not less often than monthly, concerning the status of such Company Audit. In addition, the Audited Member (or, in the event the Audited Member is the Class B Member, the Partnership Representative) shall promptly (i) provide the other Members with a draft copy of any correspondence or filing to be submitted by such Audited Member (or, in the event the Audited Member is the Class B Member, the Partnership Representative) relating to a Company Audit reasonably in advance of such submission, (ii) consider all reasonable changes or comments to such correspondence or filing requested by the other Members, shall at (iii) provide the expense of the Company use best efforts to convert the portion other Members with a final copy of such audit correspondence or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(c). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claim. (e) If any Member intends to file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) calendar days prior to any such filing, notify and (iv) advise the other Members of such intent, which notification must include a reasonable description of all significant developments with respect to the contemplated action and the reasons for such actionCompany Audit; provided, however, that the other Members shall provide any comments or suggestions on the foregoing as promptly as possible and in any event within [***] Business Days of request. To the extent practical under the circumstances, the Audited Member (or, in the event the Audited Member is the Class B Member, the Partnership Representative) will provide each Member and, in the event the Audited Member is not the Class B Member, the Partnership Representative, with Notice reasonably in advance of any meetings or conferences with the IRS with respect to any Company Audited Items and each Member shall have the right to participate in any such meetings or conferences to the extent permitted by Applicable Law. The Manager shall promptly provide the Members with a copy of any written information received by it from the Audited Member pursuant to this Section 7.7(e7.7(a), which information shall be Confidential Information subject to Section 11.12. (c) If the Company is subject to any audit or other proceeding with respect to U.S. federal or state income Taxes or penalties payable by the Company or its Members, including, for the avoidance of doubt, the availability and applicability of tax credits (a “Tax Proceeding”), the Partnership Representative shall promptly provide Notice to the other Members of such Tax Proceeding, provide the other Members with all notices concerning such Tax Proceeding, as required under the Code, and, at its expense (but subject to indemnification by the Members as provided in Section 7.7(a)) and with counsel chosen by it, control and defend such Tax Proceeding. During the pendency of any Tax Proceeding, the Partnership Representative shall furnish to the Members periodic reports, not relieve less often than Monthly, concerning the status of any Tax Proceeding. In addition, the Partnership Representative shall promptly (i) provide the other Members with a draft copy of any correspondence or filing to be submitted by the Partnership Representative relating to a Tax Proceeding reasonably in advance of such submission, (ii) consider all reasonable changes or comments to such correspondence or filing requested by the other Members, (iii) provide the other Members with a final copy of correspondence or filing, and (iv) advise the other Members of all developments with respect to the Tax Proceeding; provided, however, that the other Members shall provide any comments or suggestions on the foregoing as promptly as possible and in any event within [***] Business Days of request. To the extent practical under the circumstances, the Partnership Representative will provide each Member with Notice reasonably in advance of any meetings or conferences with the IRS with respect to a Tax Proceeding and each Member shall have the right to participate in any such meetings or conferences, to the extent permitted by Applicable Law. (d) Each Member shall indemnify the Company from and against any and all loss attributable to such Member’s obligation (or former Member’s) allocable share of any “imputed underpayment” (as defined in CPAR) required to be paid by the Company, including any interest, penalty, other additions to tax, and all other costs and expenses (including reasonable attorney’s fees) of any kind or nature that may be sustained or suffered by the Company. The Company shall be entitled to recover such loss by any lawful means, including without limitation by offsetting such loss against amounts otherwise distributable to the Member (or former Member) and by utilization of Section 6.3. The Company shall use all its commercially reasonable efforts to convert a assist any Member level proceeding into a Company level proceeding who wishes to timely file an amended U.S. federal income tax return to report its allocable share of any adjustment made in an audit to which CPAR is applicable and to pay any Tax due with such tax returns in accordance with Code Section 6225(c)(2) and Treasury Regulations thereunder so as provided in Section to reduce or eliminate the Member’s allocable share of any imputed understatement. THE PROVISIONS OF THIS SECTION 7.7(d)) SHALL ONLY APPLY IF THE COMPANY IS REQUIRED BY APPLICABLE LAW FOR ANY PARTICULAR PERIOD TO BE SUBJECT TO CPAR, AND ONLY AS TO SUCH PERIODS.

Tax Audits. (a) The Managing Member Ormat is hereby designated as the “"tax matters partner,” " as that term is defined in Section 6231(a)(7) of the Code (the “"Tax Matters Partner”"), of the Company, with all of the rights, duties and powers provided for in Sections 6221 through 6234 of the Code, inclusive, provided however that in the case of a removal of the Managing Member after the occurrence of any Removal Event, the Investor shall have the right to assume the rights and duties of the . The Tax Matters Partner and to be designated as such. The Managing Member is hereby directed and authorized to take whatever steps itthe Tax Matters Partner, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS and IRS, taking such other action as may from time to time be required under the Treasury RegulationsRegulations and directing the Manager to take any of the foregoing actions. The Managing Member Tax Matters Partner shall remain as the Tax Matters Partner so long as it retains any ownership interests in the Company unless the Investor assumes Tax Matters Partner requests that it not serve as Tax Matters Partner and such request is approved by the rights and duties unanimous written consent of Members. In addition, if at any time the Tax Matters Partner under ceases to own or hold at least 25% of the proviso aggregate outstanding Membership Interests and there is a Member that owns or holds more than 25% of the aggregate outstanding Membership Interests, the other Members shall have the right to remove the Tax Matters Partner as the Tax Matters Partner; provided, that, Ormat shall retain control over the administration of and any proceedings related to any Cash Grants as if it were still the Tax Matters Partner (but subject to the first sentence remaining provisions of this paragraphSection 7.7). (b) The Tax Matters Partner, in Consultation with the other Members, shall use reasonable commercial efforts direct, or cause the Manager to direct direct, the defense of any claims made by any tax authority the IRS to the extent that such claims relate to the adjustment of Company items at the Company level and, in connection therewith, shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the other Members. The Tax Matters Partner shall promptly deliver deliver, or shall cause the Manager to promptly deliver, to each Member a copy of all notices, communications, reports and writings received from the IRS by the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company items, shall promptly advise advise, or cause the Manager to promptly advise, each Member of the substance of any conversations with the tax authorities IRS in connection therewith and shall keep keep, or cause the Manager to keep, the Members advised of all developments with respect to any proposed adjustments that which come to its or the Manager's, as the case may be, attention. In addition, the Tax Matters Partner shall or shall cause the Manager to (i) provide each Member with a draft copy of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance of such submission, (ii) consider in good faith incorporating incorporate all reasonable changes or comments to such correspondence or filing requested by any Member and (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide provide, or cause the Manager to provide, each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member shall have the right to participate, at its sole cost and expense, in any such meetings or conferences. (c) The Tax Matters Partner shall not, without a Required Majority Vote, (i) except in the case of any claim by the IRS that could give rise to an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code) with respect to a federal income tax matter or appeal any adverse determination of a judicial tribunal; (ii) enter into a settlement agreement with the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid by the Company. (d) If for any reason the IRS disregards the election made by the Company pursuant to Section 7.5(c) and commences any audit or proceeding in which it makes a claimClaim, or proposes to make a claimClaim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the same, and such Member, Member in Consultation with the other Members, Members shall at the expense of the Company use best commercially reasonable efforts to convert the portion of such audit or proceeding that relates to such items into a Company level proceeding at the level of the Company consistent with the Company's election of the Company pursuant to Section 7.5(c). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claim. (ed) If any Member intends to file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) calendar 30 days prior to any such filing, notify the other Members of such intent, which notification must include a reasonable description of the contemplated action and the reasons for such action; provided, however, that this Section 7.7(e7.7(d) shall not relieve any such Member’s obligation 's obligations to use all commercially reasonable efforts to convert a Member level proceeding into a Company level proceeding as provided in Section 7.7(d7.7(c). (e) The provisions of this Section 7.7 will survive the termination of the Company or the termination of any Member's interest in the Company and will remain binding on the Members for the period of time necessary to resolve with the IRS any and all federal income tax matters relating to the Company that are subject to Sections 6221 through 6233 of the Code.

Tax Audits. (a) The Managing Member is hereby designated After the Closing, Purchaser, on the one hand, and Seller, on the other hand (as applicable, the “tax matters partner,” as that term is defined in Section 6231(a)(7) of the Code (the “Tax Matters PartnerRecipient”), shall promptly notify the other Person in writing upon receipt by the Recipient or any of the Company, with all of the rights, duties and powers provided for in Sections 6221 through 6234 of the Code, inclusive, provided however that in the case of a removal of the Managing Member after the occurrence its Affiliates of any Removal Event, the Investor shall have the right to assume the rights and duties of the Tax Matters Partner and to be designated as such. The Managing Member is hereby directed and authorized to take whatever steps it, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member shall remain as the Tax Matters Partner so long as it retains any ownership interests in the Company unless the Investor assumes the rights and duties of the Tax Matters Partner under the proviso to the first sentence of this paragraph. (b) The Tax Matters Partner, in Consultation with the other Members, shall use reasonable commercial efforts to direct the defense written notice of any claims made by any tax authority to the extent that such claims relate to the adjustment of Company items at the Company level andpending or threatened audit or assessment, in connection therewithsuit, shall cause the Company to retain and to pay the fees and expenses of counsel and proposed adjustment, deficiency, dispute, administrative or judicial proceeding or other advisors chosen similar claim (“Tax Claim”) received by the Recipient from any Tax Matters Partner in Consultation with the authority or any other Members. The Tax Matters Partner shall promptly deliver to each Member a copy of all notices, communications, reports and writings received from the IRS by the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company items, shall promptly advise each Member of the substance of any conversations with the tax authorities in connection therewith and shall keep the Members advised of all developments Person with respect to any proposed adjustments that come to its attention. In addition, the Tax Matters Partner shall (i) provide each Member with a draft copy of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance of such submission, (ii) consider in good faith incorporating all changes or comments to such correspondence or filing requested by any Member and (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member shall have the right to participate, at its sole cost and expense, in any such meetings or conferences. (c) The Tax Matters Partner shall not, without a Required Majority Vote, (i) except in the case of any claim by the IRS that could give rise to an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code) with respect to a federal income tax matter or appeal any adverse determination of a judicial tribunal; (ii) enter into a settlement agreement with the IRS Losses for which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid by the Company. (d) If for any reason the IRS disregards the election made by the Company Seller is liable pursuant to Section 7.5(c) and commences any audit 9.1 or proceeding in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best efforts to convert the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(c). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claim. (e) If any Member intends to file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) calendar days prior to any such filing, notify the other Members of such intent, which notification must include a reasonable description of the contemplated action and the reasons for such action6.21; provided, however, that this Section 7.7(e) a failure by Purchaser to give such notice shall not relieve affect the Purchaser Indemnified Parties’ rights to indemnification under this ARTICLE IX unless (and then solely to the extent) that Seller is materially prejudiced as a consequence of such Member’s obligation failure. (b) Parent and Seller shall control the conduct, through their own counsel at their sole expense, of any Tax Claim involving any asserted Liability with respect or relating solely to use any Pre-Closing Period and any income Tax Return that reports the pre-Closing activities of the Company during a Straddle Period. Parent or Seller, as the case may be, shall have all commercially reasonable efforts rights to convert settle, compromise and/or concede such Tax Claim and Purchaser shall reasonably cooperate and shall cause the Company to reasonably cooperate. Notwithstanding the foregoing, except with respect to any income Tax Claim that involves the activities of the Company (other than any post-Closing activities), Purchaser shall be entitled (at its own expense) to consult with Parent and Seller regarding the conduct of such Tax Claim and Parent or Seller shall not settle, compromise and/or concede such Tax Claim in a Member level proceeding into manner that would adversely affect Purchaser or the Company without the consent of Purchaser, which consent shall not be unreasonably withheld or delayed. (c) Purchaser shall control the conduct, through its own counsel, of any Tax Claim (other than an income Tax Claim that involves the activities of the Company (other than any post-Closing activities)) that involves any Straddle Period. Purchaser shall have all rights to settle, compromise and/or concede such Tax Claim and Parent and Seller shall reasonably cooperate. Notwithstanding the foregoing, except with respect to any Tax Claim that involves the post-Closing activities of the Company, Parent and Seller shall be entitled (at their own expense) to consult with Purchaser regarding the conduct of such Tax Claim and Purchaser shall not settle, compromise and/or concede such Tax Claim in a Company level proceeding as provided in Section 7.7(d)manner that would adversely affect Parent or Seller without the consent of Parent and Seller, which consent shall not be unreasonably withheld or delayed.

Tax Audits. (ai) The Managing Member is hereby designated as XXXX shall be the “tax matters partner,” as that term is defined in of the Company pursuant to Section 6231(a)(7) of the Code (the “Tax Matters PartnerMember”). Any cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (ii) If at any time the Tax Matters Member cannot or elects not to serve as the Tax Matters Member, is removed by the Class A Members as the Tax Matters Member or ceases to be a Member, the Majority Interest shall select another Member to be the Tax Matters Member. The Tax Matters Member, as an authorized representative of the Company, with all of the rights, duties and powers provided for in Sections 6221 through 6234 of the Code, inclusive, provided however that in the case of a removal of the Managing Member after the occurrence of any Removal Event, the Investor shall have the right to assume the rights and duties of the Tax Matters Partner and to be designated as such. The Managing Member is hereby directed and authorized to take whatever steps it, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member shall remain as the Tax Matters Partner so long as it retains any ownership interests in the Company unless the Investor assumes the rights and duties of the Tax Matters Partner under the proviso to the first sentence of this paragraph. (b) The Tax Matters Partner, in Consultation with the other Members, shall use reasonable commercial efforts to direct the defense of any claims made by any tax authority the IRS to the extent that such claims relate to the adjustment of Company items at the Company level and, in connection therewith, shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the other Memberslevel. The Tax Matters Partner Member shall promptly deliver to each Member a copy of any notice of beginning of administrative proceedings or any report explaining the reasons for a proposed adjustment received from the IRS relating to or potentially resulting in an adjustment of Company items. The Tax Matters Member shall, unless the Majority Interest consents to the contrary, diligently and in good faith contest any proposed adjustment of a Company item that principally affects the Members at the administrative and judicial levels, including, if appropriate or if requested by the Majority Interest, appealing any adverse judicial decision, and shall consider in good faith any suggestions made by any Member or its counsel regarding the conduct of such administrative or judicial proceedings. The Tax Matters Member shall keep each Member advised of all material developments with respect to any proposed adjustment that come to its attention, including the scheduling of all conferences and substantive telephone calls with the IRS. Each Member shall be entitled, at its own expense, to attend all meetings with the IRS and to review in advance any material written information (including any pleadings, memoranda or similar items) to be submitted to the IRS. Without first obtaining the consent of the Majority Interest, the Tax Matters Member shall not, with respect to any proposed adjustment of a Company item that materially and adversely affects any Member, (A) enter into a settlement agreement that purports to bind Members other than the Tax Matters Member (including any stipulation consenting to an entry of decision by any tax court) or (B) enter into an agreement or stipulation extending the statute of limitations. (iii) The Company shall promptly deliver to each Member a copy of all notices, communications, reports and or writings of any kind with respect to income or similar taxes received from the IRS by any taxing authority relating to the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company itemsthat might materially and adversely affect each Member, shall promptly advise each Member of the substance of any conversations with the tax authorities in connection therewith and shall keep the such Members advised of all material developments with respect to any proposed adjustments adjustment of Company items that come to its attention. In addition, the Tax Matters Partner shall (i) provide each Member with a draft copy of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance of such submission, (ii) consider in good faith incorporating all changes or comments to such correspondence or filing requested by any Member and (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member shall have the right to participate, at its sole cost and expense, in any such meetings or conferences. (civ) The Tax Matters Partner Each Member shall not, without a Required Majority Vote, (i) except continue to have the rights described in the case of any claim by the IRS that could give rise to an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code26(c) with respect to tax matters relating to any period during which it was a federal income tax matter Member, whether or appeal any adverse determination of not it is a judicial tribunal; (ii) enter into a settlement agreement with Member at the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) time of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid by the Company. (d) If for any reason the IRS disregards the election made by the Company pursuant to Section 7.5(c) and commences any tax audit or proceeding in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best efforts to convert the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(c). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claimcontest. (e) If any Member intends to file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) calendar days prior to any such filing, notify the other Members of such intent, which notification must include a reasonable description of the contemplated action and the reasons for such action; provided, however, that this Section 7.7(e) shall not relieve such Member’s obligation to use all commercially reasonable efforts to convert a Member level proceeding into a Company level proceeding as provided in Section 7.7(d).

Tax Audits. (a) The Managing Member is hereby designated as Buyer shall promptly notify the “tax matters partner,” as that term is defined in Section 6231(a)(7) of Seller and the Code (Seller shall promptly notify the “Tax Matters Partner”), of the Company, with all of the rights, duties and powers provided for in Sections 6221 through 6234 of the Code, inclusive, provided however that in the case of a removal of the Managing Member after the occurrence Buyer following receipt of any Removal Event, notice of audit or proceeding relating to any matter for which the Investor Seller may be required to indemnify the Buyer pursuant to Section 7.1(c). The Seller shall have the right to assume the rights control and duties of the Tax Matters Partner resolve any and to be designated as such. The Managing Member is hereby directed and authorized to take whatever steps it, in its reasonable discretion, deems necessary all audits or desirable to perfect such designation, including filing any forms or documents with the IRS and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member shall remain as the Tax Matters Partner so long as it retains any ownership interests in the Company unless the Investor assumes the rights and duties of the Tax Matters Partner under the proviso to the first sentence of this paragraph. (b) The Tax Matters Partner, in Consultation with the other Members, shall use reasonable commercial efforts to direct the defense of any claims made by any tax authority to the extent that such claims relate to the adjustment of Company items at the Company level and, in connection therewith, shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the other Members. The Tax Matters Partner shall promptly deliver to each Member a copy of all notices, communications, reports and writings received from the IRS by the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company items, shall promptly advise each Member of the substance of any conversations with the tax authorities in connection therewith and shall keep the Members advised of all developments with respect to any proposed adjustments that come to its attention. In addition, the Tax Matters Partner shall (i) provide each Member with a draft copy of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings relating to any taxable period that ends on or before the determination of Company items at the Company level reasonably in advance of such submission, (ii) consider in good faith incorporating all changes or comments to such correspondence or filing requested by any Member and (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member shall have the right to participate, at its sole cost and expense, in any such meetings or conferences. (c) The Tax Matters Partner shall not, without a Required Majority Vote, (i) except in the case of any claim by the IRS that could give rise to an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code) with respect to a federal income tax matter or appeal any adverse determination of a judicial tribunal; (ii) enter into a settlement agreement with the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid by the Company. (d) If for any reason the IRS disregards the election made by the Company pursuant to Section 7.5(c) and commences any audit or proceeding in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best efforts to convert the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(c). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Closing Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claim. (e) If any Member intends to file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) calendar days prior to any such filing, notify the other Members of such intent, which notification must include a reasonable description of the contemplated action and the reasons for such action; provided, however, that this Section 7.7(e(A) the Seller shall allow the Buyer to participate in such audit if it may directly affect the Tax liability of the Company by keeping the Buyer informed of the status and progress of, and any developments related to, such audit on a timely basis, providing to the Buyer copies of any and all correspondence received from the Governmental Entity related to such audit and providing the Buyer, at the Buyer’s expense, with the opportunity to attend conferences, hearings and other meetings with or involving the Governmental Entity and to review and provide comments with respect to written responses provided to the Governmental Entity with respect to such audit and (B) the Seller shall not relieve agree to the resolution of any such Memberaudit or other proceeding if such resolution could increase the Tax liability of the Buyer or the Company or reduce a Tax attribute of the Company for any taxable period that ends after the Closing Date without the Buyer’s obligation written consent (it being understood that the Buyer shall consent if the Seller agrees to use all commercially reasonable efforts indemnify the Buyer for such increase). The Seller shall have the right to convert a Member level participate at its expense in any audits or other proceedings relating to any taxable period that ends after the Closing Date for which the Seller may be required to indemnify the Buyer pursuant to Section 7.1(c). Neither the Buyer nor the Company shall agree to the resolution of any such audit or other proceeding into a Company level proceeding as provided in Section 7.7(d)without the Seller’s written consent, which may not be unreasonably delayed or withheld.

Tax Audits. (ai) The Managing Member is hereby designated From the date hereof until such time as the “Company is owned by more than one Member, this Subsection 22(c) shall be inapplicable. From and after the date on which the Company is owned by more than one Member, Refco Group Holdings, Inc. shall be the "tax matters partner,” as that term is defined in " of the Company pursuant to Section 6231(a)(76231 (a)(7) of the Code (the “"Tax Matters Partner”Member"). Any cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (ii) If at any time the Tax Matters Member cannot or elects not to serve as the Tax Matters Member, is removed by the Members as the Tax Matters Member or ceases to be a Member, the Majority Interest shall select another Member to be the Tax Matters Member. The Tax Matters Member, as an authorized representative of the Company, with all of the rights, duties and powers provided for in Sections 6221 through 6234 of the Code, inclusive, provided however that in the case of a removal of the Managing Member after the occurrence of any Removal Event, the Investor shall have the right to assume the rights and duties of the Tax Matters Partner and to be designated as such. The Managing Member is hereby directed and authorized to take whatever steps it, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member shall remain as the Tax Matters Partner so long as it retains any ownership interests in the Company unless the Investor assumes the rights and duties of the Tax Matters Partner under the proviso to the first sentence of this paragraph. (b) The Tax Matters Partner, in Consultation with the other Members, shall use reasonable commercial efforts to direct the defense of any claims made by any tax authority the IRS to the extent that such claims relate to the adjustment of Company items at the Company level and, in connection therewith, shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the other Memberslevel. The Tax Matters Partner Member shall promptly deliver to each Member a copy of any notice of beginning of administrative proceedings or any report explaining the reasons for a proposed adjustment received from the IRS relating to or potentially resulting in an adjustment of Company items. The Tax Matters Member shall, unless the Majority Interest consents to the contrary, diligently and in good faith contest any proposed adjustment of a Company item that principally affects the Members at the administrative and judicial levels, including, if appropriate or if requested by the Majority Interest, appealing any adverse judicial decision, and shall consider in good faith any suggestions made by any Member or its counsel regarding the conduct of such administrative or judicial proceedings. The Tax Matters Member shall keep each Member advised of all material developments with respect to any proposed adjustment that come to its attention, including, without limitation, the scheduling of all conferences and substantive telephone calls with the IRS. Each Member shall be entitled, at its own expense, to attend all meetings with the IRS and to review in advance any material written information (including, without limitation, any pleadings, memoranda or similar items) to be submitted to the IRS. Without first obtaining the consent of the Majority Interest, the Tax Matters Member shall not, with respect to any proposed adjustment of a Company item that materially and adversely affects any Member, (A) enter into a settlement agreement that purports to bind Members other than the Tax Matters Member (including, without limitation, any stipulation consenting to an entry of decision by any tax court), or (B) enter into an agreement or stipulation extending the statute of limitations. (iii) The Company shall promptly deliver to each Member a copy of all notices, communications, reports and or writings of any kind with respect to income or similar taxes received from the IRS by any state or local taxing authority relating to the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company itemsthat might materially and adversely affect each Member, shall promptly advise each Member of the substance of any conversations with the tax authorities in connection therewith and shall keep the such Members advised of all material developments with respect to any proposed adjustments adjustment of Company items that come to its attention. In addition, the Tax Matters Partner shall (i) provide each Member with a draft copy of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance of such submission, (ii) consider in good faith incorporating all changes or comments to such correspondence or filing requested by any Member and (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member shall have the right to participate, at its sole cost and expense, in any such meetings or conferences. (civ) The Tax Matters Partner Each Member shall not, without a Required Majority Vote, (i) except continue to have the rights described in the case of any claim by the IRS that could give rise to an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code22(c) with respect to tax matters relating to any period during which it was a federal income tax matter Member, whether or appeal any adverse determination of not it is a judicial tribunal; (ii) enter into a settlement agreement with Member at the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) time of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid by the Company. (d) If for any reason the IRS disregards the election made by the Company pursuant to Section 7.5(c) and commences any tax audit or proceeding in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best efforts to convert the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(c). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claimcontest. (e) If any Member intends to file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) calendar days prior to any such filing, notify the other Members of such intent, which notification must include a reasonable description of the contemplated action and the reasons for such action; provided, however, that this Section 7.7(e) shall not relieve such Member’s obligation to use all commercially reasonable efforts to convert a Member level proceeding into a Company level proceeding as provided in Section 7.7(d).

Tax Audits. (a) The Managing Member is hereby designated as Subject to this Section 4.4, the “tax matters partner,” as that term is defined in Section 6231(a)(7) Tax Representative shall have the sole authority to act on behalf of the Code (Company in connection with, make all relevant decisions regarding application of, and to exercise the “Tax Matters Partner”), of the Company, with all of the rights, duties rights and powers provided for in Sections 6221 through 6234 of the CodeRevised Partnership Audit Provisions, inclusiveincluding making any elections under the Revised Partnership Audit Provisions or any decisions to settle, provided however that in compromise, challenge, litigate or otherwise alter the case of a removal of the Managing Member after the occurrence defense of any Removal Eventaction, audit or examination before the Investor shall have the right to assume the rights and duties of the Tax Matters Partner IRS or any other tax authority (each, an “Audit”), and to be designated as such. The Managing Member is hereby directed expend Company funds for professional services and authorized to take whatever steps it, other expenses reasonably incurred in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member shall remain as the Tax Matters Partner so long as it retains any ownership interests in the Company unless the Investor assumes the rights and duties of the Tax Matters Partner under the proviso to the first sentence of this paragraphconnection therewith. (b) The Without limiting the foregoing, the Tax Matters Partner, in Consultation with Representative shall give prompt written notice to the other Members, shall use reasonable commercial efforts to direct Company Unitholder Representative of the defense commencement of any claims made by Audit of the Company or any tax authority of its Subsidiaries the resolution of which would reasonably be expected to have a disproportionate (compared to the extent that such claims relate to Manager) and adverse effect on the adjustment of Company items at the Company level and, in connection therewith, shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the other MembersBluescape Members (a “Specified Audit”). The Tax Matters Partner shall promptly deliver to each Member a copy of all notices, communications, reports and writings received from the IRS by the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company items, shall promptly advise each Member of the substance of any conversations with the tax authorities in connection therewith and shall keep the Members advised of all developments with respect to any proposed adjustments that come to its attention. In addition, the Tax Matters Partner Representative shall (i) provide each Member with a draft copy keep the Company Unitholder Representative reasonably informed of the material developments and status of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance of such submissionSpecified Audit, (ii) consider permit the Company Unitholder Representative (or its designee) to participate (including using separate counsel), in good faith incorporating all changes or comments to such correspondence or filing requested by any Member and (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items case at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member shall have the right to participate, at its Bluescape Members’ sole cost and expense, in any such meetings Specified Audit, and (iii) promptly notify the Company Unitholder Representative of receipt of a notice of a final partnership adjustment (or conferencesequivalent under applicable Laws) or a final decision of a court or IRS Independent Office of Appeals panel (or equivalent body under applicable Laws) with respect to such Specified Audit. The Tax Representative shall promptly provide the Company Unitholder Representative with copies of all material correspondence between the Tax Representative or the Company (as applicable) and any governmental entity in connection with such Specified Audit and shall give the Company Unitholder Representative a reasonable opportunity to review and comment on any material correspondence, submission (including settlement or compromise offers) or filing in connection with any such Specified Audit. Additionally, the Tax Representative shall not settle, compromise or abandon any Specified Audit in a manner that would reasonably be expected to have a disproportionate (compared to the Manager) and material adverse effect on the Bluescape Members without the Company Unitholder Representative’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). The Tax Representative shall obtain the prior written consent of the Company Unitholder Representative (which consent shall not be unreasonably withheld, delayed or conditioned) before (i) making a Push Out Election or (ii) taking any other material action under the Revised Partnership Audit Provisions that, in each case, would reasonably be expected to have a material effect on the Bluescape Members that is disproportionately adverse to them as compared to the Manager; provided, however, the Tax Representative may cause the Company to make a Push Out Election in its sole discretion (without the prior written consent of the Company Unitholder Representative) to the extent not making such Push Out Election would reasonably be expected to have a material effect on the Manager that is disproportionately adverse to it as compared to the Bluescape Members. (c) The Tax Matters Partner shall not, without a Required Majority Vote, (i) except in the case of any claim by the IRS that could give rise to an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code) with respect to a federal income tax matter or appeal any adverse determination of a judicial tribunal; (ii) enter into a settlement agreement with the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid by the Company. (d) If for any reason the IRS disregards the election made by the Company pursuant to Section 7.5(c) and commences any audit or proceeding in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best efforts to convert the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(c). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Tax Representative, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claim. (e) If any Member intends to file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) calendar days prior to any such filing, notify the other Members of such intent, which notification must include a reasonable description of the contemplated action Unitholder Representative and the reasons for such action; provided, however, that this Members expressly agree to be bound by the terms of Section 7.7(e) shall not relieve such Member’s obligation to use all commercially reasonable efforts to convert a Member level proceeding into a Company level proceeding as provided in Section 7.7(d6.14(a).

Tax Audits. (a) The Managing Member is hereby designated as Sellers shall have the “tax matters partner,” as that term is defined in Section 6231(a)(7sole right (but not the obligation) to represent the interests of the Code Transfer Group Companies in any audit or administrative or court proceeding (the “a "Tax Matters Partner”), Proceeding") relating to Taxes for taxable periods of the Company, with all Transfer Group Companies which end on or before the Closing Date and to employ counsel of the rights, duties and powers provided for in Sections 6221 through 6234 of the Code, inclusiveits choice at its expense, provided however that in the case of a removal of the Managing Member after the occurrence of any Removal Event, the Investor Purchaser shall have the right to assume jointly represent the rights and duties interests of the Transfer Group Companies with Sellers in any such Tax Matters Partner Proceeding to the extent that Sellers' indemnification obligations have terminated pursuant to Section 9.10(d). Purchaser agrees that it will cooperate fully, and shall cause the Transfer Group Companies to be designated as such. The Managing Member is hereby directed cooperate fully, with each Seller and authorized to take whatever steps it, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member shall remain as the Tax Matters Partner so long as it retains any ownership interests counsel in the Company unless the Investor assumes the rights and duties defense against or compromise of the Tax Matters Partner under the proviso to the first sentence of this paragraphany claim in any said proceeding. (b) The Tax Matters PartnerSellers have the right, in Consultation but not the obligation, to jointly represent the interests of the Transfer Group Companies with the other Members, shall use reasonable commercial efforts to direct the defense of Purchaser in any claims made by any tax authority to the extent that such claims relate to the adjustment of Company items at the Company level and, in connection therewith, shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the other Members. The Tax Matters Partner shall promptly deliver to each Member a copy of all notices, communications, reports and writings received from the IRS by the Company or the Tax Matters Partner Proceeding relating to or potentially resulting in an adjustment of Company items, shall promptly advise each Member Taxes for any Straddle Period of the substance of any conversations with the tax authorities in connection therewith and shall keep the Members advised of all developments with respect to any proposed adjustments that come to its attention. In addition, the Tax Matters Partner shall (i) provide each Member with a draft copy of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance of such submission, (ii) consider in good faith incorporating all changes or comments to such correspondence or filing requested by any Member and (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member shall have the right to participate, at its sole cost and expense, in any such meetings or conferences. (c) The Tax Matters Partner shall not, without a Required Majority Vote, (i) except in the case of any claim by the IRS that could give rise to an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code) with respect to a federal income tax matter or appeal any adverse determination of a judicial tribunal; (ii) enter into a settlement agreement with the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the CodeTransfer Group Companies. Any cost disputes regarding the conduct or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid by the Company. (d) If for any reason the IRS disregards the election made by the Company pursuant to Section 7.5(c) and commences any audit or proceeding in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best efforts to convert the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(c). In the case resolution of any such audit or proceeding involving shall be resolved pursuant to Section 9.5. (c) Purchaser shall have the Investor for a tax period prior sole right to represent the interests of the Transfer Group Companies in all Tax Proceedings other than Tax Proceedings described in clauses (a), (b) and (d) of this Section 9.4. (d) Notwithstanding anything to the contrary herein, (i) Sellers shall not be required to consult with Purchaser or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that seek Purchaser's consent to settle any Tax Proceeding which relates to such items into reported on a proceeding at the level Tax Return of the Companytype described in Section 9.2(a)(i), and (ii) Sellers shall use commercially reasonable efforts not to settle any Tax Proceeding which relates to items reported on a Tax Return of the Company shall reimburse type described in Section 9.2(a)(i) in a manner that does not determine the Investor for all reasonable costs and expensestax liability of the Transfer Group Companies as corporations included in such Tax Return, including reasonable attorneys’ fees, in contesting it being the intention of the parties that any such claimsettlement not determine the individual Tax liability of Enron without also determining the Tax liability of the Transfer Group Companies. (e) If any Member intends to fileTaxing Authority asserts a claim, pursuant to Section 6227 of the Codemakes an assessment or otherwise disputes or affects any Taxes for which Sellers are responsible hereunder, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member Purchaser shall, at least thirty (30) calendar days prior promptly upon receipt by Purchaser and/or the Transfer Group Companies of notice thereof, inform Sellers thereof The failure of Purchaser or the Transfer Group Companies to any timely forward such filing, notify notification in accordance with the other Members of such intent, which notification must include a reasonable description of the contemplated action and the reasons for such action; provided, however, that this Section 7.7(e) immediately preceding sentence shall not relieve such Member’s Sellers of their obligation to use all commercially reasonable efforts pay such liability for Taxes except and to convert a Member level proceeding into a Company level proceeding as provided in Section 7.7(d)the extent that the failure to timely forward such notification actually prejudices the ability of Sellers to contest such liability for Taxes or increases the amount of such Taxes.

Tax Audits. (ai) The Managing Member is hereby designated From the date hereof until such time as the “Company is owned by more than one Member, this Subsection 22(c) shall be inapplicable. From and after the date on which the Company is owned by more than one Member, RefcoFund Holdings, LLC shall be the "tax matters partner,” as that term is defined in " of the Company pursuant to Section 6231(a)(7) of the Code (the “"Tax Matters Partner”Member"). Any cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (ii) If at any time the Tax Matters Member cannot or elects not to serve as the Tax Matters Member, is removed by the Members as the Tax Matters Member or ceases to be a Member, the Majority Interest shall select another Member to be the Tax Matters Member. The Tax Matters Member, as an authorized representative of the Company, with all of the rights, duties and powers provided for in Sections 6221 through 6234 of the Code, inclusive, provided however that in the case of a removal of the Managing Member after the occurrence of any Removal Event, the Investor shall have the right to assume the rights and duties of the Tax Matters Partner and to be designated as such. The Managing Member is hereby directed and authorized to take whatever steps it, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member shall remain as the Tax Matters Partner so long as it retains any ownership interests in the Company unless the Investor assumes the rights and duties of the Tax Matters Partner under the proviso to the first sentence of this paragraph. (b) The Tax Matters Partner, in Consultation with the other Members, shall use reasonable commercial efforts to direct the defense of any claims made by any tax authority the IRS to the extent that such claims relate to the adjustment of Company items at the Company level and, in connection therewith, shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the other Memberslevel. The Tax Matters Partner Member shall promptly deliver to each Member a copy of any notice of beginning of administrative proceedings or any report explaining the reasons for a proposed adjustment received from the IRS relating to or potentially resulting in an adjustment of Company items. The Tax Matters Member shall, unless the Majority Interest consents to the contrary, diligently and in good faith contest any proposed adjustment of a Company item that principally affects the Members at the administrative and judicial levels, including, if appropriate or if requested by the Majority Interest, appealing any adverse judicial decision, and shall consider in good faith any suggestions made by any Member or its counsel regarding the conduct of such administrative or judicial proceedings. The Tax Matters Member shall keep each Member advised of all material developments with respect to any proposed adjustment that comes to its attention, including, without limitation, the scheduling of all conferences and substantive telephone calls with the IRS. Each Member shall be entitled, at its own expense, to attend all meetings with the IRS and to review in advance any material written information (including, without limitation, any pleadings, memoranda or similar items) to be submitted to the IRS. Without first obtaining the consent of the Majority Interest, the Tax Matters Member shall not, with respect to any proposed adjustment of a Company item that materially and adversely affects any Member, (A) enter into a settlement agreement that purports to bind Members other than the Tax Matters Member (including, without limitation, any stipulation consenting to an entry of decision by any tax court), or (B) enter into an agreement or stipulation extending the statute of limitations. (iii) The Company shall promptly deliver to each Member a copy of all notices, communications, reports and or writings of any kind with respect to income or similar taxes received from the IRS by any state or local taxing authority relating to the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company itemsthat might materially and adversely affect each Member, shall promptly advise each Member of the substance of any conversations with the tax authorities in connection therewith and shall keep the such Members advised of all material developments with respect to any proposed adjustments adjustment of Company items that come to its attention. In addition, the Tax Matters Partner shall (i) provide each Member with a draft copy of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance of such submission, (ii) consider in good faith incorporating all changes or comments to such correspondence or filing requested by any Member and (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member shall have the right to participate, at its sole cost and expense, in any such meetings or conferences. (civ) The Tax Matters Partner Each Member shall not, without a Required Majority Vote, (i) except continue to have the rights described in the case of any claim by the IRS that could give rise to an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code22(c) with respect to tax matters relating to any period during which it was a federal income tax matter Member, whether or appeal any adverse determination of not it is a judicial tribunal; (ii) enter into a settlement agreement with Member at the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) time of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid by the Company. (d) If for any reason the IRS disregards the election made by the Company pursuant to Section 7.5(c) and commences any tax audit or proceeding in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best efforts to convert the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(c). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claimcontest. (e) If any Member intends to file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) calendar days prior to any such filing, notify the other Members of such intent, which notification must include a reasonable description of the contemplated action and the reasons for such action; provided, however, that this Section 7.7(e) shall not relieve such Member’s obligation to use all commercially reasonable efforts to convert a Member level proceeding into a Company level proceeding as provided in Section 7.7(d).

Tax Audits. (a) The Managing Member is hereby designated as the “tax matters partner,” as that term is defined in Section 6231(a)(7) of the Code (the “Tax Matters Partner”), of the Company, with all of the rights, duties and powers provided for in Sections 6221 through 6234 of the Code, inclusive, provided however that in In the case of a removal of the Managing Member after the occurrence of an audit or administrative or judicial proceeding that relates to any Removal EventPre-Effective Time Periods and that is commenced on or before June 30, 2007, the Investor Principal Stockholders shall have the right, at their own expense, to control the conduct of such audit or proceeding; provided that (i) the Principal Stockholders shall not have the right to assume control the rights and duties of the Tax Matters Partner and to be designated as such. The Managing Member is hereby directed and authorized to take whatever steps it, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member shall remain as the Tax Matters Partner so long as it retains any ownership interests in the Company unless the Investor assumes the rights and duties of the Tax Matters Partner under the proviso to the first sentence of this paragraph. (b) The Tax Matters Partner, in Consultation with the other Members, shall use reasonable commercial efforts to direct the defense of any claims made by any tax authority to the extent that such claims relate to the adjustment of Company items at the Company level and, in connection therewith, shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the other Members. The Tax Matters Partner shall promptly deliver to each Member a copy of all notices, communications, reports and writings received from the IRS by the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company items, shall promptly advise each Member of the substance of any conversations with the tax authorities in connection therewith and shall keep the Members advised of all developments with respect to any proposed adjustments that come to its attention. In addition, the Tax Matters Partner shall (i) provide each Member with a draft copy of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance of such submission, (ii) consider in good faith incorporating all changes or comments to such correspondence or filing requested by any Member and (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member shall have the right to participate, at its sole cost and expense, in any such meetings or conferences. (c) The Tax Matters Partner shall not, without a Required Majority Vote, (i) except in the case of any claim by the IRS that could give rise to an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code) with respect to a federal income tax matter or appeal any adverse determination of a judicial tribunal; (ii) enter into a settlement agreement with the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid by the Company. (d) If for any reason the IRS disregards the election made by the Company pursuant to Section 7.5(c) and commences any audit or proceeding in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best efforts to convert the portion conduct of such audit or proceeding that relates to such items into a proceeding if at the level time of such audit or proceeding the Company consistent with dollar amount of all Claims under Article X that have not been satisfied exceeds the election of amount then held in the Company pursuant Escrow Fund and (ii) the Principal Stockholders may not agree to Section 7.5(c). In the case of a settlement or compromise to any such audit or proceeding involving that may reasonably be expected to have an adverse effect on the Investor Tax liability of the LAI Companies for a tax period any Post-Effective Time Periods without the prior to written consent of CMC. CMC may also participate in any such audit or including the Flip Dateproceeding, at its own expense, and, if the Investor is Principal Stockholders do not successful assume the defense or any such audit or proceeding, CMC may defend the same in converting the portion of such manner as it may deem appropriate including, but not limited to, settling such audit or proceeding with the consent of the Principal Stockholders (whose consent shall be required for only such audits or proceedings commenced on or before June 30, 2007, or until the distribution of the entire Escrow fund, if earlier), which shall not be unreasonably withheld, conditioned or delayed, and in accordance with its right to indemnification pursuant to SECTION 10.2. CMC shall control the conduct of any audit or administrative or judicial proceeding that relates to such items into a proceeding at the level of the Companyany Post-Effective Time Periods. CMC, the Company LAI Companies and the Principal Stockholders shall reimburse cooperate fully, as and to the Investor for all reasonable costs and expenses, including reasonable attorneys’ feesextent reasonably requested, in contesting such claim. (e) If connection with any Member intends to file, pursuant to Section 6227 of the Code, a request for an audit or administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code judicial proceeding with respect to any such partnership item or any Taxes and Tax Returns. Such cooperation shall include the retention, and, upon the other tax matter involving party's request, the Company, such Member shall, at least thirty (30) calendar days prior provision of records and information that are reasonably relevant to any such filing, notify audit or administrative or judicial proceeding and making employees available on a mutually convenient basis to provide assistance including additional information and explanation of any material provided hereunder; provided that the other Members party requesting such assistance shall pay the reasonable out-of-pocket expenses incurred by the party providing such assistance; and provided further that no party shall be required to provide assistance at times or in amounts that would interfere unreasonably with the business and operations of such intentparty. CMC agrees to retain all books and records with respect to Tax matters pertinent to the LAI Companies relating to any Pre-Effective Time Periods and to any Tax periods beginning before the Effective Time and ending after the Effective Time, which notification must include a reasonable description until the expiration of the contemplated action and the reasons for such action; provided, however, that this Section 7.7(e) shall not relieve such Member’s obligation to use all commercially reasonable efforts to convert a Member level proceeding into a Company level proceeding as provided in Section 7.7(d)any applicable statute of limitations or extensions thereof.

Tax Audits. (a) The Managing Member is hereby designated as Parent shall have the “tax matters partner,” as that term is defined in Section 6231(a)(7) of sole right to represent the Code (the “Tax Matters Partner”), interests of the Company, with Blacklist and the Company Subsidiary in all of the rightsTax audits or administrative or court proceedings, duties and powers provided for in Sections 6221 through 6234 of the Codeprovided, inclusivehowever, provided however that in the case of a removal of the Managing Member after the occurrence of any Removal Event, the Investor Parent shall have no obligation to represent the right interests of Blacklist with respect to assume any partnership proceeding for taxable periods ending on or before the rights and duties Closing Date. If any taxing authority asserts a claim, makes an assessment or otherwise disputes or affects any Tax for which the Stockholders are responsible hereunder Parent shall, promptly upon receipt by Parent or the Company of written notice thereof, inform the Tax Matters Partner and to be designated as suchStockholders’ Representative thereof. The Managing Member is hereby directed and authorized failure of Parent or the Company or their Affiliates timely to take whatever steps it, forward such notification in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents accordance with the IRS immediately preceding sentence shall not relieve the Stockholders of their obligation to pay such liability for Taxes except and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member shall remain as the Tax Matters Partner so long as it retains any ownership interests in the Company unless the Investor assumes the rights and duties of the Tax Matters Partner under the proviso to the first sentence of this paragraph. (b) The Tax Matters Partner, in Consultation with the other Members, shall use reasonable commercial efforts to direct the defense of any claims made by any tax authority to the extent that the failure timely to forward such claims relate notification actually prejudices the ability of the Stockholders to contest such liability for Taxes or increases the adjustment amount of Company items at the Company level and, in connection therewith, shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the other Memberssuch Taxes. The Tax Matters Partner shall promptly deliver to each Member a copy of all notices, communications, reports and writings received from the IRS by the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company items, shall promptly advise each Member of the substance of any conversations with the tax authorities in connection therewith and shall keep the Members advised of all developments with respect to any proposed adjustments that come to its attention. In addition, the Tax Matters Partner shall (i) provide each Member with a draft copy of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance of such submission, (ii) consider in good faith incorporating all changes or comments to such correspondence or filing requested by any Member and (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member Stockholders’ Representative shall have the right to participate, at its sole cost and the Stockholders’ expense, in any such meetings Tax audit or conferences. (c) The Tax Matters Partner shall not, without a Required Majority Vote, (i) except in the case of any claim by the IRS that could give rise administrative or court proceeding relating to an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 taxable periods of the Code) with respect to a federal income tax matter Company which end on or appeal any adverse determination before the Closing Date if the results of a judicial tribunal; (ii) enter into a settlement agreement with the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a such Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid by the Company. (d) If for any reason the IRS disregards the election made by the Company pursuant to Section 7.5(c) and commences any audit or proceeding in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated give rise to such Member an indemnification obligation by the CompanyStockholders’ hereunder for Taxes; provided, then such Member shall promptly advise that the other Members Stockholders’ Representative must provide written notice to the Parent of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best efforts to convert the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(c). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claim. (e) If any Member intends to file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least its participation within thirty (30) calendar days prior to any such filing, notify of receiving notice from the other Members Parent of such intentproceeding; and provided, further, the Parent shall not settle or compromise such Tax audit or administrative or court proceeding without the written consent of the Stockholders’ Representative, which notification must include a reasonable description of the contemplated action and the reasons for such action; provided, however, that this Section 7.7(e) consent shall not relieve such Member’s obligation to use all commercially reasonable efforts to convert a Member level proceeding into a Company level proceeding as provided in Section 7.7(d)be unreasonably withheld or delayed.

Tax Audits. (ai) The Managing Member is hereby designated From the date hereof until such time as the “Company is owned by more than one Member, this Subsection 22(c) shall be inapplicable. From and after the date on which the Company is owned by more than one Member, Refco Group Ltd., LLC shall be the "tax matters partner,” as that term is defined in " of the Company pursuant to Section 6231(a)(7) of the Code (the “"Tax Matters Partner”Member"). Any cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (ii) If at any time the Tax Matters Member cannot or elects not to serve as the Tax Matters Member, is removed by the Members as the Tax Matters Member or ceases to be a Member, the Majority Interest shall select another Member to be the Tax Matters Member. The Tax Matters Member, as an authorized representative of the Company, with all of the rights, duties and powers provided for in Sections 6221 through 6234 of the Code, inclusive, provided however that in the case of a removal of the Managing Member after the occurrence of any Removal Event, the Investor shall have the right to assume the rights and duties of the Tax Matters Partner and to be designated as such. The Managing Member is hereby directed and authorized to take whatever steps it, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member shall remain as the Tax Matters Partner so long as it retains any ownership interests in the Company unless the Investor assumes the rights and duties of the Tax Matters Partner under the proviso to the first sentence of this paragraph. (b) The Tax Matters Partner, in Consultation with the other Members, shall use reasonable commercial efforts to direct the defense of any claims made by any tax authority the IRS to the extent that such claims relate to the adjustment of Company items at the Company level and, in connection therewith, shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the other Memberslevel. The Tax Matters Partner Member shall promptly deliver to each Member a copy of any notice of beginning of administrative proceedings or any report explaining the reasons for a proposed adjustment received from the IRS relating to or potentially resulting in an adjustment of Company items. The Tax Matters Member shall, unless the Majority Interest consents to the contrary, diligently and in good faith contest any proposed adjustment of a Company item that principally affects the Members at the administrative and judicial levels, including, if appropriate or if requested by the Majority Interest, appealing any adverse judicial decision, and shall consider in good faith any suggestions made by any Member or its counsel regarding the conduct of such administrative or judicial proceedings. The Tax Matters Member shall keep each Member advised of all material developments with respect to any proposed adjustment that come to its attention, including, without limitation, the scheduling of all conferences and substantive telephone calls with the IRS. Each Member shall be entitled, at its own expense, to attend all meetings with the IRS and to review in advance any material written information (including, without limitation, any pleadings, memoranda or similar items) to be submitted to the IRS. Without first obtaining the consent of the Majority Interest, the Tax Matters Member shall not, with respect to any proposed adjustment of a Company item that materially and adversely affects any Member, (A) enter into a settlement agreement that purports to bind Members other than the Tax Matters Member (including, without limitation, any stipulation consenting to an entry of decision by any tax court), or (B) enter into an agreement or stipulation extending the statute of limitations. (iii) The Company shall promptly deliver to each Member a copy of all notices, communications, reports and or writings of any kind with respect to income or similar taxes received from the IRS by any state or local taxing authority relating to the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company itemsthat might materially and adversely affect each Member, shall promptly advise each Member of the substance of any conversations with the tax authorities in connection therewith and shall keep the such Members advised of all material developments with respect to any proposed adjustments adjustment of Company items that come to its attention. In addition, the Tax Matters Partner shall (i) provide each Member with a draft copy of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance of such submission, (ii) consider in good faith incorporating all changes or comments to such correspondence or filing requested by any Member and (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member shall have the right to participate, at its sole cost and expense, in any such meetings or conferences. (civ) The Tax Matters Partner Each Member shall not, without a Required Majority Vote, (i) except continue to have the rights described in the case of any claim by the IRS that could give rise to an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code22(c) with respect to tax matters relating to any period during which it was a federal income tax matter Member, whether or appeal any adverse determination of not it is a judicial tribunal; (ii) enter into a settlement agreement with Member at the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) time of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid by the Company. (d) If for any reason the IRS disregards the election made by the Company pursuant to Section 7.5(c) and commences any tax audit or proceeding in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best efforts to convert the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(c). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claimcontest. (e) If any Member intends to file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) calendar days prior to any such filing, notify the other Members of such intent, which notification must include a reasonable description of the contemplated action and the reasons for such action; provided, however, that this Section 7.7(e) shall not relieve such Member’s obligation to use all commercially reasonable efforts to convert a Member level proceeding into a Company level proceeding as provided in Section 7.7(d).

Tax Audits. (a) The Managing Member is hereby designated as the “tax matters partner,” as that term is defined in Section 6231(a)(7) of the Code (the “Tax Matters Partner”), of the Company, with all of the rights, duties and powers provided for in Sections 6221 through 6234 of the Code, inclusive, provided however that in the case of a removal of the Managing Member after the occurrence of any Removal Event, the Investor shall have the right to assume the rights and duties of the Tax Matters Partner and to be designated as such. The Managing Member is hereby directed and authorized to take whatever steps it, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with If the IRS and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member shall remain as the Tax Matters Partner so long as it retains any ownership interests in the Company unless the Investor assumes the rights and duties of the Tax Matters Partner under the proviso to the first sentence of this paragraph. (b) The Tax Matters Partner, in Consultation with the other Members, shall use reasonable commercial efforts to direct the defense of any claims made by any tax authority to the extent that such claims relate to the adjustment of Company items at the Company level and, in connection therewith, shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the other Members. The Tax Matters Partner shall promptly deliver to each Member a copy of all notices, communications, reports and writings received from the IRS by the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company items, shall promptly advise each Member of the substance of any conversations with the tax authorities in connection therewith and shall keep the Members advised of all developments with respect to any proposed adjustments that come to its attention. In addition, the Tax Matters Partner shall (i) provide each Member with a draft copy of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance of such submission, (ii) consider in good faith incorporating all changes or comments to such correspondence or filing requested by any Member and (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member shall have the right to participate, at its sole cost and expense, in any such meetings or conferences. (c) The Tax Matters Partner shall not, without a Required Majority Vote, (i) except in the case of any claim by the IRS that could give rise to an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code) with respect to a federal income tax matter or appeal any adverse determination of a judicial tribunal; (ii) enter into a settlement agreement with the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid by the Company. (d) If for any reason the IRS disregards the election made by the Company pursuant to Section 7.5(c) and commences any audit or proceeding in which it makes a claim, or proposes (including under the Compliance Assurance Program) with respect to make a claim, against any Member that could reasonably be expected with respect to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the CompanyCompany (the "CompanyAudited Items"), then such Member shall promptly advise the other Members Manager of the same. The Member subject to such audit or proceeding (the "Audited Member") shall promptly provide the Manager with copies of all notices, communications, reports and other writings received from the IRS that relate to the Company Audited Items. For the avoidance of doubt, the Audited Member shall make all final determinations as to the strategies to be employed in defense of the Company Audited Items and all correspondence or filings to be submitted by the Audited Member to the IRS relating to the Company Audited Items. To the extent practical under the circumstances, the Audited Member will provide the Manager with Notice reasonably in advance of any meetings or conferences with the IRS with respect to the Company Audited Items. The Manager shall provide the other Members with a copy of any written information received by it from the Audited Member pursuant to this Section 7.7(a), which information shall be Confidential Information subject to Section 12.12. (b) CCS-AE shall act as the "tax matters partner" under Section 6231(a)(7) of the Code (the "Tax Matters Partner"). The Members shall take such Memberaction as is required by Treasury Regulations under Section 6231(a)(7)(A) of the Code to designate CCS-AE as the Tax Matters Partner. The Tax Matters Partner shall promptly notify the Members if any Tax Return or report of the Company is audited or if any adjustments are proposed by any Governmental Body. In addition, the Tax Matters Partner shall promptly furnish to the Members all notices concerning administrative or judicial proceedings relating to federal income tax items of the Company (a "Tax Proceeding") as required under the Code. During the pendency of any Tax Proceeding, the Tax Matters Partner shall furnish to the Members periodic reports, not less often than Monthly, concerning the status of any Tax Proceeding. In addition, the Tax Matters Partner shall promptly (i) provide the other Members with a draft copy of any correspondence or filing to be submitted by the Tax Matters Partner relating to a Tax Proceeding reasonably in Consultation with advance of such submission, (ii) incorporate all reasonable changes or comments to such correspondence or filing requested by the other Members, shall at (iii) provide the expense other Members with a final copy of the Company use best efforts to convert the portion of such audit correspondence or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(c). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claim. (e) If any Member intends to file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) calendar days prior to any such filing, notify and (iv) advise the other Members of such intent, which notification must include a reasonable description of all developments with respect to the contemplated action and the reasons for such actionTax Proceeding; provided, however, that this Section 7.7(e) the other Members shall not relieve such Member’s obligation to use all commercially reasonable efforts to convert a Member level proceeding into a Company level proceeding as provided in Section 7.7(d).provide any comments or

Tax Audits. (ai) The Managing WindHQ Member is hereby designated as shall be the “tax matters partner,Partnership Representative” as that term is defined in Section 6231(a)(7(or “PR”) of the Code Company for purposes of the Partnership Tax Audit Rules, and, as such, (i) shall be authorized to designate any other Person selected by WindHQ Member as the “Tax Matters Partner”), partnership representative and (ii) shall be authorized and required to represent the Company (at the Company’s expense) in connection with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings, and to expend the Company’s funds for professional services and reasonably incurred in connection therewith. Each Member agrees to reasonably cooperate with the Company and to do or refrain from doing any or all things reasonably requested by the Company with respect to the conduct of such proceedings. Notwithstanding the rightsforegoing, for each Fiscal Year in which the PR is an entity, the Company shall appoint the “designated individual” identified by the PR to act on its behalf in accordance with the applicable Partnership Tax Audit Rules. The PR shall consult with the Board in discharging its duties and powers provided for in Sections 6221 through 6234 of connection with the Code, inclusive, provided however that in the case of a removal of the Managing Member after the occurrence defense or settlement of any Removal Eventaudit or tax proceeding and shall, (A) notify the Investor Members of, and keep the Members reasonably informed with respect to, any such audit or tax proceeding, (B) the Members shall have the right to assume discuss with the rights PR and duties the Board, and provide input and comment to the PR and the Board regarding, any such audit or tax proceeding, and (C) the Members shall have the right to participate in, at the applicable Member’ expense, any such audit or tax proceeding to the extent it relates to issues the resolution of which would reasonably be expected to affect the tax liability of the Tax Matters Partner and to be designated as such. The Managing Member is hereby directed and authorized to take whatever steps it, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member shall remain as the Tax Matters Partner so long as it retains any ownership interests in the Company unless the Investor assumes the rights and duties of the Tax Matters Partner under the proviso to the first sentence of this paragraphapplicable Member. (bii) The Tax Matters PartnerIn the event of an audit by the IRS, subject to approval by the Board, the PR shall have the discretion to make the election provided by Code Section 6226(a) to treat a “partnership adjustment” as an adjustment to be taken into account by each Member in Consultation accordance with Code Section 6226(b). If the other Memberselection under Code Section 6226(a) is made, the PR shall use reasonable commercial efforts furnish to direct each Member for the defense year under audit a statement reflecting the Member’s share of the adjusted items as determined in the notice of final partnership adjustment, and each such Member shall take such adjustment into account as required under Code Section 6226(b) and shall be liable for any related tax, interest, penalty, addition to tax, or additional amounts. (iii) In the event of an audit by the IRS, if the PR does not make the election provided by Code Section 6226(a) as noted above, the PR shall allocate the burden of any claims made taxes (including, for the avoidance of doubt, any “imputed underpayment” within the meaning of Code Section 6225), penalties, interest and related expenses imposed on the Company pursuant to the Partnership Tax Audit Rules among the Members to whom such amounts are attributable (whether as a result of their status, actions, inactions or otherwise), as reasonably determined by the Board and each Member shall promptly reimburse the Company in full for the entire amount the Board determines to be attributable to such Member; provided that the Company will also be allowed to recover any tax authority amount due from such Member pursuant to this sentence from any distribution otherwise payable to such Member pursuant to this Agreement. Solely for purposes of determining the current Member(s) to which any taxes or other amounts are attributable under this provision, references to any Member in this Section 4.06(b)(iii) shall include a reference to each Person that previously held the Interests Units currently held by such Member (but only to the extent of such Person’s Interest). (iv) To the extent that a portion of the amounts assessed and collected pursuant to Code Sections 6221 and 6225 relates to a former Member, the Board may require such claims relate former Member to indemnify the Company for such former Member’s allocable portion of such tax liabilities. Each Member acknowledges that, notwithstanding the transfer, redemption or termination of all or any portion of its interest in the Company, it may remain liable for tax liabilities with respect to its allocable share of income and gain of the Company for the Company’s Fiscal Years (or portions thereof) prior to such transfer, redemption or termination. (v) The PR is authorized to, and shall follow principles (to the adjustment of Company items at the Company level and, extent available) similar to those set forth in connection therewith, shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the other Members. The Tax Matters Partner shall promptly deliver to each Member a copy of all notices, communications, reports and writings received from the IRS by the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company items, shall promptly advise each Member of the substance of any conversations with the tax authorities in connection therewith and shall keep the Members advised of all developments Section 4.06(b) with respect to any proposed adjustments audits by state, local, or foreign tax authorities and any tax liabilities that come to its attention. In addition, the Tax Matters Partner result therefrom. (vi) The PR shall (i) provide each Member with a draft copy of any correspondence or filing be entitled to be submitted reimbursed by the Company for all out-of-pocket costs and expenses incurred by it as a result of acting as the PR in connection with any administrative or judicial proceedings relating proceeding and to the determination of Company items at the Company level reasonably in advance of such submission, (ii) consider in good faith incorporating all changes or comments to such correspondence or filing requested be indemnified by any Member and (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member shall have the right to participate, at its sole cost and expense, in any such meetings or conferences. (c) The Tax Matters Partner shall not, without a Required Majority Vote, (i) except in the case of any claim by the IRS that could give rise to an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code) with respect to a federal income tax matter or appeal any adverse determination of a judicial tribunal; (ii) enter into a settlement agreement with the IRS which purports to bind the Members; (iii) intervene in any action brought against it as contemplated by Section 6226(b) a result of acting as the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner PR in connection with its duties as Tax Matters Partner shall be paid by the Company. (d) If for any reason the IRS disregards the election made by the Company pursuant to Section 7.5(c) and commences any audit resolution or proceeding in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment settlement of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best efforts to convert the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(c). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claimproceeding. (e) If any Member intends to file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) calendar days prior to any such filing, notify the other Members of such intent, which notification must include a reasonable description of the contemplated action and the reasons for such action; provided, however, that this Section 7.7(e) shall not relieve such Member’s obligation to use all commercially reasonable efforts to convert a Member level proceeding into a Company level proceeding as provided in Section 7.7(d).

Tax Audits. (ai) The Managing Member During such time that the Company is hereby designated as owned by only one Member, this Subsection 23(c) shall be inapplicable. ONESLP shall be the “"tax matters partner,” as that term is defined in " of the Company pursuant to Section 6231(a)(7) of the Code (the “"Tax Matters Partner”Member"). Any cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (ii) If at any time the Tax Matters Member cannot or elects not to serve as the Tax Matters Member, is removed by the Members as the Tax Matters Member or ceases to be a Member, the Majority Interest shall select another Member to be the Tax Matters Member. The Tax Matters Member, as an authorized representative of the Company, with all of the rights, duties and powers provided for in Sections 6221 through 6234 of the Code, inclusive, provided however that in the case of a removal of the Managing Member after the occurrence of any Removal Event, the Investor shall have the right to assume the rights and duties of the Tax Matters Partner and to be designated as such. The Managing Member is hereby directed and authorized to take whatever steps it, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member shall remain as the Tax Matters Partner so long as it retains any ownership interests in the Company unless the Investor assumes the rights and duties of the Tax Matters Partner under the proviso to the first sentence of this paragraph. (b) The Tax Matters Partner, in Consultation with the other Members, shall use reasonable commercial efforts to direct the defense of any claims made by any tax authority the IRS to the extent that such claims relate to the adjustment of Company items at the Company level and, in connection therewith, shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the other Memberslevel. The Tax Matters Partner Member shall promptly deliver to each other Member a copy of any notice of beginning of administrative proceedings or any report explaining the reasons for a proposed adjustment received from the IRS relating to or potentially resulting in an adjustment of Company items. The Tax Matters Member shall, unless the Majority Interest consents to the contrary, diligently and in good faith contest any proposed adjustment of a Company item that principally affects the Members at the administrative and judicial levels, including, if appropriate or if requested by the Majority Interest, appealing any adverse judicial decision, and shall consider in good faith any suggestions made by any other Member or its counsel regarding the conduct of such administrative or judicial proceedings. The Tax Matters Member shall keep each other Member advised of all material developments with respect to any proposed adjustment that come to its attention, including, without limitation, the scheduling of all conferences and substantive telephone calls with the IRS. Each Member shall be entitled, at its own expense, to attend all meetings with the IRS and to review in advance any material written information (including, without limitation, any pleadings, memoranda or similar items) to be submitted to the IRS. Without first obtaining the consent of the Majority Interest, the Tax Matters Member shall not, with respect to any proposed adjustment of a Company item that materially and adversely affects any Member, (A) enter into a settlement agreement that purports to bind Members other than the Tax Matters Member (including, without limitation, any stipulation consenting to an entry of decision by any tax court), or (B) enter into an agreement or stipulation extending the statute of limitations. (iii) The Company shall promptly deliver to each Member a copy of all notices, communications, reports and or writings of any kind with respect to income or similar taxes received from the IRS by any state or local taxing authority relating to the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company itemsthat might materially and adversely affect each Member, shall promptly advise each Member of the substance of any conversations with the tax authorities in connection therewith and shall keep the such Members advised of all material developments with respect to any proposed adjustments adjustment of Company items that come to its attention. In addition, the Tax Matters Partner shall (i) provide each Member with a draft copy of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance of such submission, (ii) consider in good faith incorporating all changes or comments to such correspondence or filing requested by any Member and (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member shall have the right to participate, at its sole cost and expense, in any such meetings or conferences. (civ) The Tax Matters Partner Each Member shall not, without a Required Majority Vote, (i) except continue to have the rights described in the case of any claim by the IRS that could give rise to an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code23(c) with respect to tax matters relating to any period during which it was a federal income tax matter Member, whether or appeal any adverse determination of not it is a judicial tribunal; (ii) enter into a settlement agreement with Member at the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) time of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid by the Company. (d) If for any reason the IRS disregards the election made by the Company pursuant to Section 7.5(c) and commences any tax audit or proceeding in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best efforts to convert the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(c). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claimcontest. (e) If any Member intends to file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) calendar days prior to any such filing, notify the other Members of such intent, which notification must include a reasonable description of the contemplated action and the reasons for such action; provided, however, that this Section 7.7(e) shall not relieve such Member’s obligation to use all commercially reasonable efforts to convert a Member level proceeding into a Company level proceeding as provided in Section 7.7(d).

Tax Audits. (a) The Managing Member is hereby designated as the “tax matters partner,” as that term is defined in Section 6231(a)(7) If any Governmental Entity issues written notice of its intent to audit, examine or conduct a proceeding, or written notice of its determination of an objection to an assessment with respect to Taxes or Tax Returns of the Code Company for a Pre-Closing Tax Period or a Straddle Period (the a “Tax Matters PartnerContest”), then the party hereto first receiving notice of such Tax Contest shall promptly provide written notice and a copy thereof to the Company, with all of other party or parties hereto describing the rights, duties and powers provided for in Sections 6221 through 6234 of the Code, inclusive, provided however that in the case of a removal of the Managing Member after the occurrence of any Removal Eventclaim, the Investor shall have amount thereof (if known or quantifiable) and the right to assume the rights and duties of the Tax Matters Partner and to be designated as such. The Managing Member is hereby directed and authorized to take whatever steps it, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member shall remain as the Tax Matters Partner so long as it retains any ownership interests in the Company unless the Investor assumes the rights and duties of the Tax Matters Partner under the proviso to the first sentence of this paragraphbasis thereof within fifteen (15) days following receipt. (b) The Tax Matters Partner, in Consultation with the other Members, shall use reasonable commercial efforts to direct the defense of any claims made by any tax authority to the extent that such claims relate to the adjustment of Company items at the Company level and, in connection therewith, shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the other Members. The Tax Matters Partner shall promptly deliver to each Member a copy of all notices, communications, reports and writings received from the IRS by the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company items, shall promptly advise each Member of the substance of any conversations with the tax authorities in connection therewith and shall keep the Members advised of all developments with respect to any proposed adjustments that come to its attention. In addition, the Tax Matters Partner shall (i) provide each Member with a draft copy of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance of such submission, (ii) consider in good faith incorporating all changes or comments to such correspondence or filing requested by any Member and (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member Sellers’ Representatives shall have the right to participatecontrol any Tax Contest of the Company relating solely to a Pre-Closing Tax Period (a “Sellers’ Tax Contest”), at the sole cost and expense of Sellers; provided, however, with respect to a Sellers’ Tax Contest that does not constitute a Sellers’ Tax Contest that (x) relates to (1) the Company’s Internal Revenue Service Form 1120S; (2) the Company’s state or local income Tax Return that allocated the Company’s income or other Tax items of the Company to a Seller under state or local income Tax law that conforms to Code Section 1366; or (3) the Company’s election to be treated as an S corporation prior to the Closing Date; and (y) does not relate to Taxes required to be paid by the Company (a “Sellers’ Entity-Level Tax Contest”) (A) the Sellers’ Representatives shall provide Buyer with a timely and reasonably detailed account of each phase of such Sellers’ Entity-Level Tax Contest, including providing copies of all correspondence and other documents relevant to such Sellers’ Entity-Level Tax Contest, (B) the Sellers’ Representatives shall defend such Sellers’ Entity-Level Tax Contest diligently and in good faith, (C) Buyer, at its sole cost and expense, shall have the right to participate in any such meetings Sellers’ Entity-Level Tax Contest and (D) the Sellers’ Representative shall not agree to settle such Sellers’ Entity-Level Tax Contest without the written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or conferencesdelayed; provided, however, if Sellers’ Representative wishes to accept a settlement or compromise of a Sellers’ Entity Level Tax Contest and Buyer withholds consent, Sellers’ Representative may elect to cause Buyer to take over the defense of such Sellers’ Entity Level Tax Contest (in which case Buyer shall take over such defense) and Seller’s indemnity obligation pursuant to Section 10.1(b) or Section 10.1(c) relating to the taxable period that is subject to such Sellers’ Entity Level Tax Contest shall equal the amount that would be owed if Buyer consented to such settlement or compromise. (c) The Buyer shall have the right to control any Tax Matters Partner shall notContest of the Company other than a Sellers’ Tax Contest that the Sellers’ Representatives control pursuant in accordance with Section 8.5(b); provided, without that to the extent that any such Tax Contest relates to a Required Majority Vote, (i) except in the case of any claim by the IRS that could give rise to an indemnity claim under this Agreement Pre-Closing Tax Period or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits a Straddle Period (a “Straddle Period Tax Loss Contest”)) that could result in Pre-Closing Taxes; (A) Buyer shall provide the Sellers’ Representatives with a timely and reasonably detailed account of each phase of such Straddle Period Tax Contest, commence a judicial action including providing copies of all correspondence and other documents relevant to such Straddle Period Tax Contest, (including filing a petition as contemplated in Section 6226(aB) or Section 6228 of the Code) with respect to a federal income tax matter or appeal any adverse determination of a judicial tribunal; (ii) enter into a settlement agreement Buyer shall consult with the IRS which purports to bind the Members; (iii) intervene in Sellers’ Representatives before taking any significant action as contemplated by Section 6226(b) of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as such Straddle Period Tax Matters Partner Contest, (C) Buyer shall be paid by consult with Sellers’ Representatives and offer Sellers’ Representatives an opportunity to comment before submitting any written materials prepared or furnished in connection with such Straddle Period Tax Contest, (D) Buyer shall defend such Straddle Period Tax Contest diligently and in good faith, (E) Sellers, at their sole cost and expense, shall have the Company. (d) If for any reason the IRS disregards the election made by the Company pursuant right to Section 7.5(c) participate in such Straddle Period Tax Contest and commences any audit or proceeding in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment receive copies of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated written materials relating to such Member by Straddle Period Tax Contest received from the Companyrelevant Governmental Entity, then and (F) Buyer shall not agree to settle such Member shall promptly advise Straddle Period Tax Contest without the other Members written consent of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best efforts to convert the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(c). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneysSellers’ fees, in contesting such claim. (e) If any Member intends to file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) calendar days prior to any such filing, notify the other Members of such intentRepresentatives, which notification must include a reasonable description of the contemplated action and the reasons for such action; provided, however, that this Section 7.7(e) consent shall not relieve such Member’s obligation to use all commercially reasonable efforts to convert a Member level proceeding into a Company level proceeding as provided in Section 7.7(d)be unreasonably withheld, conditioned or delayed.

Tax Audits. (ai) The Managing Member From the date hereof until such time as the Company is hereby designated as owned by more than one Member, this Subsection 22(c) shall be inapplicable. From and after the date on which the Company is owned by more than one Member, Refco Regulated Companies, LLC shall be the “tax matters partner,” as that term is defined in of the Company pursuant to Section 6231(a)(7) of the Code (the “Tax Matters PartnerMember”). Any cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (ii) If at any time the Tax Matters Member cannot or elects not to serve as the Tax Matters Member, is removed by the Members as the Tax Matters Member or ceases to be a Member, the Majority Interest shall select another Member to be the Tax Matters Member. The Tax Matters Member, as an authorized representative of the Company, with all of the rights, duties and powers provided for in Sections 6221 through 6234 of the Code, inclusive, provided however that in the case of a removal of the Managing Member after the occurrence of any Removal Event, the Investor shall have the right to assume the rights and duties of the Tax Matters Partner and to be designated as such. The Managing Member is hereby directed and authorized to take whatever steps it, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member shall remain as the Tax Matters Partner so long as it retains any ownership interests in the Company unless the Investor assumes the rights and duties of the Tax Matters Partner under the proviso to the first sentence of this paragraph. (b) The Tax Matters Partner, in Consultation with the other Members, shall use reasonable commercial efforts to direct the defense of any claims made by any tax authority the IRS to the extent that such claims relate to the adjustment of Company items at the Company level and, in connection therewith, shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the other Memberslevel. The Tax Matters Partner Member shall promptly deliver to each Member a copy of any notice of beginning of administrative proceedings or any report explaining the reasons for a proposed adjustment received from the IRS relating to or potentially resulting in an adjustment of Company items. The Tax Matters Member shall, unless the Majority Interest consents to the contrary, diligently and in good faith contest any proposed adjustment of a Company item that principally affects the Members at the administrative and judicial levels, including, if appropriate or if requested by the Majority Interest, appealing any adverse judicial decision, and shall consider in good faith any suggestions made by any Member or its counsel regarding the conduct of such administrative or judicial proceedings. The Tax Matters Member shall keep each Member advised of all material developments with respect to any proposed adjustment that come to its attention, including, without limitation, the scheduling of all conferences and substantive telephone calls with the IRS. Each Member shall be entitled, at its own expense, to attend all meetings with the IRS and to review in advance any material written information (including, without limitation, any pleadings, memoranda or similar items) to be submitted to the IRS. Without first obtaining the consent of the Majority Interest, the Tax Matters Member shall not, with respect to any proposed adjustment of a Company item that materially and adversely affects any Member, (A) enter into a settlement agreement that purports to bind Members other than the Tax Matters Member (including, without limitation, any stipulation consenting to an entry of decision by any tax court), or (B) enter into an agreement or stipulation extending the statute of limitations. (iii) The Company shall promptly deliver to each Member a copy of all notices, communications, reports and or writings of any kind with respect to income or similar taxes received from the IRS by any state or local taxing authority relating to the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company itemsthat might materially and adversely affect each Member, shall promptly advise each Member of the substance of any conversations with the tax authorities in connection therewith and shall keep the such Members advised of all material developments with respect to any proposed adjustments adjustment of Company items that come to its attention. In addition, the Tax Matters Partner shall (i) provide each Member with a draft copy of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance of such submission, (ii) consider in good faith incorporating all changes or comments to such correspondence or filing requested by any Member and (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member shall have the right to participate, at its sole cost and expense, in any such meetings or conferences. (civ) The Tax Matters Partner Each Member shall not, without a Required Majority Vote, (i) except continue to have the rights described in the case of any claim by the IRS that could give rise to an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code22(c) with respect to tax matters relating to any period during which it was a federal income tax matter Member, whether or appeal any adverse determination of not it is a judicial tribunal; (ii) enter into a settlement agreement with Member at the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) time of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid by the Company. (d) If for any reason the IRS disregards the election made by the Company pursuant to Section 7.5(c) and commences any tax audit or proceeding in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best efforts to convert the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(c). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claimcontest. (e) If any Member intends to file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) calendar days prior to any such filing, notify the other Members of such intent, which notification must include a reasonable description of the contemplated action and the reasons for such action; provided, however, that this Section 7.7(e) shall not relieve such Member’s obligation to use all commercially reasonable efforts to convert a Member level proceeding into a Company level proceeding as provided in Section 7.7(d).

Tax Audits. (ai) The Managing Member From the date hereof until such time as the Company is hereby designated as owned by more than one Member, this Subsection 22(c) shall be inapplicable. From and after the date on which the Company is owned by more than one Member, Refco Group Holdings, Inc. shall be the “tax matters partner,” as that term is defined in of the Company pursuant to Section 6231(a)(7) of the Code (the “Tax Matters PartnerMember”). Any cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (ii) If at any time the Tax Matters Member cannot or elects not to serve as the Tax Matters Member, is removed by the Members as the Tax Matters Member or ceases to be a Member, the Majority Interest shall select another Member to be the Tax Matters Member. The Tax Matters Member, as an authorized representative of the Company, with all of the rights, duties and powers provided for in Sections 6221 through 6234 of the Code, inclusive, provided however that in the case of a removal of the Managing Member after the occurrence of any Removal Event, the Investor shall have the right to assume the rights and duties of the Tax Matters Partner and to be designated as such. The Managing Member is hereby directed and authorized to take whatever steps it, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member shall remain as the Tax Matters Partner so long as it retains any ownership interests in the Company unless the Investor assumes the rights and duties of the Tax Matters Partner under the proviso to the first sentence of this paragraph. (b) The Tax Matters Partner, in Consultation with the other Members, shall use reasonable commercial efforts to direct the defense of any claims made by any tax authority the IRS to the extent that such claims relate to the adjustment of Company items at the Company level and, in connection therewith, shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the other Memberslevel. The Tax Matters Partner Member shall promptly deliver to each Member a copy of any notice of beginning of administrative proceedings or any report explaining the reasons for a proposed adjustment received from the IRS relating to or potentially resulting in an adjustment of Company items. The Tax Matters Member shall, unless the Majority Interest consents to the contrary, diligently and in good faith contest any proposed adjustment of a Company item that principally affects the Members at the administrative and judicial levels, including, if appropriate or if requested by the Majority Interest, appealing any adverse judicial decision, and shall consider in good faith any suggestions made by any Member or its counsel regarding the conduct of such administrative or judicial proceedings. The Tax Matters Member shall keep each Member advised of all material developments with respect to any proposed adjustment that come to its attention, including, without limitation, the scheduling of all conferences and substantive telephone calls with the IRS. Each Member shall be entitled, at its own expense, to attend all meetings with the IRS and to review in advance any material written information (including, without limitation, any pleadings, memoranda or similar items) to be submitted to the IRS. Without first obtaining the consent of the Majority Interest, the Tax Matters Member shall not, with respect to any proposed adjustment of a Company item that materially and adversely affects any Member, (A) enter into a settlement agreement that purports to bind Members other than the Tax Matters Member (including, without limitation, any stipulation consenting to an entry of decision by any tax court), or (B) enter into an agreement or stipulation extending the statute of limitations. (iii) The Company shall promptly deliver to each Member a copy of all notices, communications, reports and or writings of any kind with respect to income or similar taxes received from the IRS by any state or local taxing authority relating to the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company itemsthat might materially and adversely affect each Member, shall promptly advise each Member of the substance of any conversations with the tax authorities in connection therewith and shall keep the such Members advised of all material developments with respect to any proposed adjustments adjustment of Company items that come to its attention. In addition, the Tax Matters Partner shall (i) provide each Member with a draft copy of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance of such submission, (ii) consider in good faith incorporating all changes or comments to such correspondence or filing requested by any Member and (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member shall have the right to participate, at its sole cost and expense, in any such meetings or conferences. (civ) The Tax Matters Partner Each Member shall not, without a Required Majority Vote, (i) except continue to have the rights described in the case of any claim by the IRS that could give rise to an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code22(c) with respect to tax matters relating to any period during which it was a federal income tax matter Member, whether or appeal any adverse determination of not it is a judicial tribunal; (ii) enter into a settlement agreement with Member at the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) time of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid by the Company. (d) If for any reason the IRS disregards the election made by the Company pursuant to Section 7.5(c) and commences any tax audit or proceeding in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best efforts to convert the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(c). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claimcontest. (e) If any Member intends to file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) calendar days prior to any such filing, notify the other Members of such intent, which notification must include a reasonable description of the contemplated action and the reasons for such action; provided, however, that this Section 7.7(e) shall not relieve such Member’s obligation to use all commercially reasonable efforts to convert a Member level proceeding into a Company level proceeding as provided in Section 7.7(d).

Tax Audits. (ai) The Managing Member is hereby designated as the “tax matters partner,” as that term is defined in Section 6231(a)(7) of the Code (the “Federal Tax Matters Partner”), of the Company, with all of the rights, duties and powers provided for in Sections 6221 through 6234 of the Code, inclusive, provided however that in the case of a removal of the Managing Member after the occurrence of any Removal Event, the Investor shall have the right to assume the rights and duties of the Tax Matters Partner and to be designated as suchMatters. The Managing Member Partnership is hereby directed and authorized to take whatever steps it, in its reasonable discretion, deems necessary or desirable to perfect make such designation, including filing any forms or documents filings with the IRS and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member shall remain to designate Lyondell GP as the Tax Matters Partner so long as it retains any ownership interests in the Company unless the Investor assumes the rights and duties of the Tax Matters Partner under the proviso to the first sentence of this paragraph. (b) Partner. The Tax Matters Partner, in Consultation with as an authorized representative of the other MembersPartnership, shall use reasonable commercial efforts to direct the defense of any claims made by any tax authority the IRS to the extent that such claims relate to the adjustment of Company Partnership items at the Company level and, in connection therewith, shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the other MembersPartnership level. The Tax Matters Partner shall promptly deliver to each Member Partner a copy of all notices, communications, reports and or writings of any kind (including, without limitation, any notice of beginning of administrative proceedings or any report explaining the reasons for a proposed adjustment) received from the IRS by the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company Partnership items, as well as any other information requested by a Partner that is commercially reasonable to request. The Tax Matters Partner shall promptly advise each Member be diligent and act in good faith in deciding whether to contest at the administrative and judicial level any proposed adjustment of the substance of a Partnership item and whether to appeal any conversations with the tax authorities in connection therewith and adverse judicial decision. The Tax Matters Partner shall keep the Members each Partner advised of all material developments with respect to any proposed adjustments adjustment that come comes to its attention. In addition, the Tax Matters Partner shall (i) provide each Member with a draft copy of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance of such submission, (ii) consider in good faith incorporating all changes or comments to such correspondence or filing requested by any Member and (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member shall have the right to participate, at its sole cost and expense, in any such meetings or conferences. (c) The Tax Matters Partner shall not, without a Required Majority Vote, (i) except in the case of any claim by the IRS that could give rise to an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code) with respect to a federal income tax matter or appeal any adverse determination of a judicial tribunal; (ii) enter into a settlement agreement with the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense All costs incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner performing under this subsection (d) shall be paid by the Company. (d) If for Partnership. The Tax Matters Partner shall have sole authority to represent the Partnership in connection with all tax audits, including the power to extend the statute of limitations, to enter in any reason the IRS disregards the election made by the Company pursuant to Section 7.5(c) and commences any audit or proceeding in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the samesettlement, and such Memberto litigate any proposed partnership adjustment, in Consultation with subject to the other Members, shall at the expense of the Company use best efforts to convert the portion of such audit or proceeding that relates to such items following: (A) No settlement will be entered into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(c). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claim. (e) If any Member intends to file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to an item that would materially affect any such partnership item or Partner adversely unless each Partner is first notified of the terms of the settlement; and no Partner will be bound by any other tax matter involving settlement unless it consents thereto; (B) If a Partner does not consent to a settlement, the Company, such Member shallsettlement will nevertheless be binding on all partners who do consent; and the non-consenting Partner may, at least thirty its sole cost, pursue such administrative or judicial remedies as it deems appropriate; (30C) calendar days prior If the Tax Matters Partner brings an action in any court, each Partner, at its sole cost, shall have the right to any such filing, notify intervene in the other Members of such intent, which notification must include preceding to the extent permitted by the court; and (D) If a reasonable description settlement or litigation causes Partners to be treated differently for tax purposes with respect to certain tax issues of the contemplated action Partnership, the income and deductions of the reasons for such action; provided, however, that this Section 7.7(e) shall not relieve such Member’s obligation Partnership thereafter arising will be allocated among the Partners to use all commercially reasonable efforts to convert a Member level proceeding into a Company level proceeding as provided reflect the varying manner in Section 7.7(d)which the issues were resolved.

Tax Audits. (a) The Managing Member is hereby General Partner shall be designated as the “"tax matters partner,” as that term is defined in " within the meaning of Section 6231(a)(7) of the Code (Code. In the “Tax Matters Partner”), event of an audit of the Company, with all of Partnership by the rights, duties and powers provided for in Sections 6221 through 6234 of the Code, inclusive, provided however that in the case of a removal of the Managing Member after the occurrence of any Removal EventInternal Revenue Service, the Investor General Partner, at the Partnership's expense, shall have the exclusive right and obligation to assume conduct all negotiations with the rights and duties Internal Revenue Service on behalf of the Tax Matters Partnership and the Partners, and the attorneys and accountants selected by the General Partner and to conduct such negotiations are hereby specifically authorized by the Partners so to act; provided, however, that (a) in exercising its authority as tax matters partner, the General Partner shall be designated as such. The Managing Member is hereby directed and authorized to take whatever steps it, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with limited by the IRS and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member shall remain as the Tax Matters Partner so long as it retains any ownership interests in the Company unless the Investor assumes the rights and duties provisions of this Agreement affecting tax aspects of the Tax Matters Partner under the proviso to the first sentence of this paragraph. Partnership; (b) The Tax Matters Partner, the General Partner shall consult in Consultation good faith with the other Members, shall use reasonable commercial efforts Limited Partner regarding the filing of an administrative adjustment request pursuant to direct the defense of any claims made by any tax authority to the extent that such claims relate to the adjustment of Company items at the Company level and, in connection therewith, shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the other Members. The Tax Matters Partner shall promptly deliver to each Member a copy of all notices, communications, reports and writings received from the IRS by the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company items, shall promptly advise each Member Section 6227(b) of the substance of any conversations with the tax authorities in connection therewith and shall keep the Members advised of all developments Code with respect to any proposed adjustments that come to its attention. In addition, the Tax Matters Partner shall (i) provide each Member with a draft copy of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance of such submission, (ii) consider in good faith incorporating all changes or comments to such correspondence or filing requested by any Member and (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member shall have the right to participate, at its sole cost and expense, in any such meetings or conferences. (c) The Tax Matters Partner shall not, without a Required Majority Vote, (i) except in the case of any claim by the IRS that could give rise to an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes Partnership or the loss Property Partnership before filing such request, it being understood, however, that the provisions hereof shall not be construed to limit the ability of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in either the General Partner or the Limited Partner to file an administrative adjustment request on its own behalf pursuant to Section 6226(a) or Section 6228 of the Code) with respect to a federal income tax matter or appeal any adverse determination of a judicial tribunal; (ii) enter into a settlement agreement with the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b6227(a) of the Code; (ivc) file any request contemplated the General Partner shall consult in Section 6227(c) of good faith with the Code; or (v) except in Limited Partner regarding the case filing of a Tax Loss Contest, enter into petition for judicial review of an agreement extending the period of limitations as contemplated in administrative adjustment request under Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid by the Company. (d) If for any reason the IRS disregards the election made by the Company pursuant to Section 7.5(c) and commences any audit or proceeding in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best efforts to convert the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(c). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claim. (e) If any Member intends to file, pursuant to Section 6227 6228 of the Code, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition for judicial review of a final partnership administrative judgment under Sections 6226, 6228 or other Sections Section 6226 of the Code relating to the Partnership before filing such petition; (d) the General Partner shall give prompt notice to the Limited Partner of the receipt of any written notice that the Internal Revenue Service or any state or local taxing authority intends to examine Partnership income tax returns for any year, the receipt of written notice of the beginning of an administrative proceeding at the Partnership level relating to the Partnership pursuant to Section 6223 of the Code, the receipt of written notice of the final Partnership administrative adjustment relating to the Partnership pursuant to Section 6223 of the Code, and the receipt of any request from the Internal Revenue Service for waiver of any applicable statute of limitations with respect to the filing of any such partnership item or any other tax matter involving return by the Company, such Member shall, at least thirty Partnership; and (30e) calendar days prior to any such filing, the General Partner shall promptly notify the other Members Limited Partner if the General Partner does not intend to file for judicial review with respect to the Partnership. Each Partner hereby agrees to execute such further authority, if any, as the Internal Revenue Service may require therefor. The General Partner is hereby authorized on behalf of such intent, which notification must include a reasonable description each of the contemplated action Partners, and as their attorney, to execute in the reasons for name and stead of each of the Partners such action; provided, however, that this Section 7.7(e) shall not relieve such Member’s obligation authorizations as the Internal Revenue Service may require to use all commercially reasonable efforts permit the General Partner and its selected attorneys and accountants to convert a Member level proceeding into a Company level proceeding as provided in Section 7.7(d)so represent the Partners.

Tax Audits. (ai) The Managing Member is hereby designated as the “tax matters partner,” as that term is defined Buyer shall promptly notify USF in Section 6231(a)(7) writing upon receipt by Buyer or any of the Code (the “Tax Matters Partner”), its Affiliates of the Company, with all of the rights, duties and powers provided for in Sections 6221 through 6234 of the Code, inclusive, provided however that in the case of a removal of the Managing Member after the occurrence notice of any Removal Eventpending or threatened federal, the Investor state, local or foreign Tax audits, examinations, notices of deficiency or other adjustments, assessments or redeterminations ("Tax Matters") relating to a Pre-Closing Period for which USF may be liable to indemnify Buyer under Article VIII. (ii) USF shall have the sole right to assume the rights control, contest, resolve and duties of the defend against any Tax Matters Partner and to be designated as such. The Managing Member is hereby directed and authorized to take whatever steps it, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing initiate any forms claim for refund or documents with the IRS and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member shall remain as the amend any Tax Matters Partner so long as it retains any ownership interests in the Company unless the Investor assumes the rights and duties of the Tax Matters Partner under the proviso to the first sentence of this paragraph. (b) The Tax Matters Partner, in Consultation with the other Members, shall use reasonable commercial efforts to direct the defense of any claims made by any tax authority to the extent that such claims relate to the adjustment of Company items at the Company level and, in connection therewith, shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the other Members. The Tax Matters Partner shall promptly deliver to each Member a copy of all notices, communications, reports and writings received from the IRS by the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company items, shall promptly advise each Member of the substance of any conversations with the tax authorities in connection therewith and shall keep the Members advised of all developments with respect to any proposed adjustments that come to its attention. In addition, the Tax Matters Partner shall (i) provide each Member with a draft copy of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings Return relating to the determination Income Taxes (and, after Buyer's Recoverable Losses have reached the threshold set forth in Section 8.2(a), the Taxes) of Company items at the Company level reasonably in advance of such submission, (ii) consider in good faith incorporating all changes or comments to such correspondence or filing requested by any Member for Pre-Closing Periods other than Straddle Periods, in each case provided USF is obligated to indemnify Buyer for such Taxes under Article VIII, and (iii) provide each Member with a final copy to employ counsel of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member shall have the right to participate, its choice at its sole cost and own expense, in any such meetings or conferences. (c) The Tax Matters Partner shall not, without a Required Majority Vote, (i) except in the case of any claim by the IRS that could give rise to an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code) with respect to a federal income tax matter or appeal any adverse determination of a judicial tribunal; (ii) enter into a settlement agreement with the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid by the Company. (d) If for any reason the IRS disregards the election made by the Company pursuant to Section 7.5(c) and commences any audit or proceeding in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best efforts to convert the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(c). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claim. (e) If any Member intends to file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) calendar days prior to any such filing, notify the other Members of such intent, which notification must include a reasonable description of the contemplated action and the reasons for such action; provided, however, that this Section 7.7(e(A) USF shall keep Buyer informed with respect to the commencement, status and nature of any such Tax Matter, (B) USF shall conduct such Tax Matter in a manner that would be reasonable in the case of a Person that continued to own the Member, (C) neither USF nor the ultimate U.S. parent entity filing the consolidated return that is the subject of such Tax Matter nor any of their respective Affiliates shall enter into any settlement of or otherwise compromise any such Tax Matter which adversely affects or may adversely affect the Tax liability of Buyer, any of the Members or any Affiliate of the foregoing (to the extent Buyer, any of the Members or any Affiliate of the foregoing may be required to make any payment for such Tax liability that is not fully indemnified by USF pursuant to the terms hereof) without the prior written consent of Buyer, which consent shall not relieve be unreasonably withheld or delayed, and (D) USF may decline to control any Tax Matters by providing Buyer with written notice of such Member’s obligation to use all commercially reasonable efforts to convert a Member level proceeding into a Company level proceeding decision. (iii) Except as otherwise provided in Section 7.7(d6.2(c)(ii), Buyer shall have the sole right to control any Tax Matters relating to any Member, and to employ counsel of its choice; provided, however, that (A) Buyer shall keep USF informed with respect to the commencement, status and nature of any Tax Matter for which USF may be liable pursuant to Article VIII, and (B) neither Buyer nor any of its Affiliates shall enter into any settlement of or otherwise compromise any Tax Matter for which USF is required to indemnify Buyer hereunder without the prior written consent of USF, which consent shall not be unreasonably withheld or delayed. USF shall indemnify and hold harmless the Buyer and the Members against any costs or expenses reasonably incurred by them in contesting their liability for Taxes for which USF is liable under Section 6.2(a)(i). (iv) In the event that Buyer fails to notify USF with respect to a Tax Matter in accordance with the provisions of Section 6.2(c)(i), USF shall not be obligated to indemnify Buyer under Article VIII of this Agreement with respect to such Tax Matter to the extent that such failure to notify USF adversely affects USF's ability to adequately defend against such Tax Matter under Section 6.2(c)(ii). (v) Neither the Buyer nor any Member may extend any statutory period of limitations for Taxes for a Pre-Closing Period (other than a Straddle Period) by giving any waiver or agreeing to any extension thereof without the express prior written consent of USF, such consent not to be unreasonably withheld.

Tax Audits. (a) The Managing Member is hereby designated Hollinger shall serve as the “tax matters partner,” as that term is defined in Section 6231(a)(7) of partner for the Code Company (the “Tax Matters "Xxx Xatters Partner”"), of . Each Member by the Company, with all of the rights, duties and powers provided for in Sections 6221 through 6234 of the Code, inclusive, provided however that in the case of a removal of the Managing Member after the occurrence of any Removal Event, the Investor shall have the right execution hereof consents to assume the rights and duties of Hollinger serving as the Tax Matters Partner and agrees to execute, cerxxxx, xxknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be designated as such. The Managing Member is hereby directed and authorized to take whatever steps it, in its reasonable discretion, deems necessary or desirable appropriate to perfect evidence such designationconsent. To the extent and in the manner provided by applicable law and regulations, including filing any forms or documents with the IRS and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member shall remain as the Tax Matters Partner so long as it retains any ownership interests in shall furnish the Company unless name, address, profits interest, and taxpayer identification number of each Member to the Investor assumes the rights and duties Secretary of the Treasury or his delegate (the "Secretary"). The Tax Matters Partner under shall keep the proviso Members informed of the administrative and judicial proceedings for the adjustment at the Company level of any item required to the first sentence of this paragraphbe taken into account by a Member for income tax purposes (such administrative proceedings referred to hereinafter as a "tax audit") and such judicial proceeding referred to hereinafter as "judicial review"). (b) The Tax Matters PartnerPartner is hereby authorized, but not required: (i) to enter into any settlement with the Internal Revenue Service or the Secretary with respect to any tax audit or judicial review, in Consultation with the other Members, shall use reasonable commercial efforts to direct the defense of any claims made by any tax authority to the extent that such claims relate to the adjustment of Company items at the Company level and, in connection therewith, shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by which agreement the Tax Matters Partner in Consultation may expressly state that such agreement shall bind the Members, except that such settlement agreement shall not bind any Member who (within the time prescribed pursuant to the Code and regulations thereunder) files a statement with the other Members. The Tax Matters Partner shall promptly deliver to each Member a copy of all notices, communications, reports and writings received from the IRS by the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company items, shall promptly advise each Member of the substance of any conversations with the tax authorities in connection therewith and shall keep the Members advised of all developments with respect to any proposed adjustments Secretary providing that come to its attention. In addition, the Tax Matters Partner shall not have the authority to enter into a settlement agreement on the behalf of such Member; (iii) provide each Member with in the event that a draft copy notice of a final partnership administrative adjustment at the Company level of any correspondence or filing item required to be submitted taken into account by a Member for tax purposes (a "final adjustment") is mailed to the Tax Matters Partner, to seek judicial review of such final adjustment, including the filing of a petition for readjustment with the Tax Court, the District Court of the United States for the district in which the Company's principal place of business is located, or the United States Court of Federal Claims; (iii) to intervene in any action brought by either Member for judicial review of a final adjustment; (iv) to file a request for an administrative adjustment with the Secretary at any time and, if any part of such request is not allowed by the Secretary, to file a petition for judicial review with respect to such request; (v) to enter into an agreement with the Internal Revenue Service to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Member for tax purposes, or an item affected by such item and (vi) to take any other action on behalf of the Members of the Company in connection with any administrative or judicial proceedings relating tax proceeding to the determination of Company items at the Company level reasonably in advance of such submission, (ii) consider in good faith incorporating all changes extent permitted by applicable law or comments to such correspondence or filing requested by any Member and (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member shall have the right to participate, at its sole cost and expense, in any such meetings or conferencesregulations. (c) The Company shall indemnify and reimburse the Tax Matters Partner shall notfor all expenses, without a Required Majority Voteincluding legal and accounting fees, (i) except claims, liabilities, losses, and damages incurred in the case of connection with any claim by the IRS that could give rise to an indemnity claim under this Agreement administrative or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code) proceeding with respect to a federal income the tax matter or appeal any adverse determination liability of a judicial tribunal; (ii) enter into a settlement agreement with the IRS which purports to bind the Members; (iii) intervene in . The payment of all such expenses shall be made before any distributions are made to Members or any discretionary reserves are set aside by the Members. The taking of any action as contemplated by Section 6226(b) and the incurring of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as any such proceeding, except to the extent required by law, is a matter in the sole discretion of the Tax Matters Partner and the provisions on limitations of liability and indemnification set forth herein shall be paid by fully applicable to the CompanyTax Matters Partner in its capacity as such. (d) If for Anything herein to the contrary notwithstanding, the Tax Matters Partner shall not make any reason the IRS disregards the election made by decision binding on the Company pursuant to Section 7.5(c) and commences in any audit proceedings or proceeding in which it makes a claim, or proposes to make a claim, against negotiations with any Member that could reasonably be expected to result in taxing authority without the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members prior written consent of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best efforts to convert the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(c). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claim. (e) If any Member intends to file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) calendar days prior to any such filing, notify the other Members of such intent, which notification must include a reasonable description of the contemplated action and the reasons for such action; provided, however, that this Section 7.7(e) shall not relieve such Member’s obligation to use all commercially reasonable efforts to convert a Member level proceeding into a Company level proceeding as provided in Section 7.7(d).

Tax Audits. (ai) Buyer shall promptly notify the Sellers in writing upon receipt by Buyer or any of the Companies of notice of any pending or threatened federal, state or local Tax audits, examinations, notices of deficiency or other adjustments, assessments or redeterminations (“Tax Matters”) relating to a Pre-Closing Period for which the Sellers may be liable to indemnify Buyer under Article VIII. (ii) The Managing Member is hereby designated as the “tax matters partner,” as that term is defined in Section 6231(a)(7) of the Code (the “Tax Matters Partner”), of the Company, with all of the rights, duties and powers provided for in Sections 6221 through 6234 of the Code, inclusive, provided however that in the case of a removal of the Managing Member after the occurrence of any Removal Event, the Investor Sellers shall have the sole right to assume the rights control, contest, resolve and duties defend against any Tax Matters or initiate any claim for refund or amend any Tax Return relating to Taxes of any of the Tax Matters Partner Companies for taxable periods ending on or before the Closing Date, in each case provided the Sellers are obligated to indemnify Buyer for such Taxes under Article VIII, and to be designated as such. The Managing Member is hereby directed and authorized to take whatever steps it, in employ counsel of its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member shall remain as the Tax Matters Partner so long as it retains any ownership interests in the Company unless the Investor assumes the rights and duties of the Tax Matters Partner under the proviso to the first sentence of this paragraph. (b) The Tax Matters Partner, in Consultation with the other Members, shall use reasonable commercial efforts to direct the defense of any claims made by any tax authority to the extent that such claims relate to the adjustment of Company items at the Company level and, in connection therewith, shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the other Members. The Tax Matters Partner shall promptly deliver to each Member a copy of all notices, communications, reports and writings received from the IRS by the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company items, shall promptly advise each Member of the substance of any conversations with the tax authorities in connection therewith and shall keep the Members advised of all developments with respect to any proposed adjustments that come to its attention. In addition, the Tax Matters Partner shall (i) provide each Member with a draft copy of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance of such submission, (ii) consider in good faith incorporating all changes or comments to such correspondence or filing requested by any Member and (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member shall have the right to participate, choice at its sole cost and own expense, in any such meetings or conferences. (c) The Tax Matters Partner shall not, without a Required Majority Vote, (i) except in the case of any claim by the IRS that could give rise to an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code) with respect to a federal income tax matter or appeal any adverse determination of a judicial tribunal; (ii) enter into a settlement agreement with the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid by the Company. (d) If for any reason the IRS disregards the election made by the Company pursuant to Section 7.5(c) and commences any audit or proceeding in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best efforts to convert the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(c). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claim. (e) If any Member intends to file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) calendar days prior to any such filing, notify the other Members of such intent, which notification must include a reasonable description of the contemplated action and the reasons for such action; provided, however, that this Section 7.7(e(A) the Sellers shall keep Buyer informed with respect to the commencement, status and nature of any such Tax Matter, (B) the Sellers shall not relieve enter into any settlement of or otherwise compromise any such Member’s obligation Tax Matter which adversely affects the Tax liability of Buyer or such Company or their respective Affiliates for a period after the Closing Date without the prior written consent of Buyer, and (C) the Sellers may decline to use all commercially reasonable efforts to convert a Member level proceeding into a Company level proceeding control any Tax Matters by providing Buyer with written notice of such decision. (iii) Except as otherwise provided in Section 7.7(d6.1(c)(ii), Buyer shall have the sole right to control any Tax Matters or initiate any claim for refund or amend any Tax Return relating to Taxes of any of the Companies for taxable periods ending on or after the Closing Date and to employ counsel of its choice at its own expense; provided, however, that (A) Buyer shall keep the Sellers informed with respect to the commencement, status and nature of any Tax Matter for which any of the Companies or the Sellers may be liable pursuant to Article VIII, and (B) neither Buyer nor any of its Affiliates shall enter into any settlement of or otherwise compromise any Tax Matter for which any of the Companies or the Sellers is required to indemnify Buyer hereunder without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, conditioned or delayed. (iv) In the event that Buyer fails to notify the Sellers with respect to a Tax Matter in accordance with the provisions of Section 6.1(c)(i), the Sellers shall not be obligated to indemnify Buyer under Article VIII of this Agreement with respect to such Tax Matter to the extent that such failure to notify the Sellers adversely affects the Sellers’ ability to adequately defend against such Tax Matter.

Tax Audits. (ai) The Managing KCS Member is hereby designated as the “tax matters partner,” as that term is defined in Section 6231(a)(7) of the Code (the “Tax Matters Partner”), ) of the Company, with all of the rights, duties and powers provided for in Sections 6221 through 6234 of the Code, inclusive, provided however that in the case of a removal of the Managing Member after the occurrence of any Removal Event, the Investor shall have the right to assume the rights and duties of the . The Tax Matters Partner and to be designated as such. The Managing Member is hereby directed and authorized to take whatever steps itthe Tax Matters Partner, in its reasonable sole discretion, deems necessary or desirable to perfect such designation, including including, without limitation, filing any forms or documents with the IRS and taking such other action as may from time to time be is required under the Treasury Regulations. The Managing Member shall remain as the Tax Matters Partner so long as it retains any ownership interests in the Company unless the Investor assumes the rights and duties of the Tax Matters Partner under the proviso to the first sentence of this paragraph. (bii) The Tax Matters Partner, in Consultation consultation with the other MembersMember, shall use reasonable commercial efforts to direct the defense of any claims made by the IRS (or by any tax authority other taxing authority) to the extent that such claims relate to the adjustment of Company items at the Company level and, in connection therewith, shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the consent of the other MembersMember. The Tax Matters Partner shall promptly deliver to each other Member a copy of all notices, communications, reports and writings received from the IRS by the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company items, shall promptly advise each the other Member of the substance of any conversations with the tax authorities IRS in connection therewith therewith, and shall keep the Members other Member advised of all developments with respect to any proposed adjustments that which come to its attention. In addition, the Tax Matters Partner shall (iA) provide each in a timely manner the other Member with a draft copy of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance of such submission, (iiB) consider in good faith incorporating incorporate all reasonable changes or comments to such correspondence or filing requested by any the other Member and (iiiC) provide each the other Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each the other Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) ), and each the other Member shall have the right to participate, at its sole cost and expense, in any such meetings or conferences. (ciii) The Notwithstanding anything in this Section 7.3, the Tax Matters Partner shall not, without a Required Majority Vote, not (iA) except in the case of any claim by the IRS that could give rise to an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code) with respect to a federal income tax matter or appeal any adverse determination of a judicial tribunal; (ii) enter into a settlement agreement with the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending extend the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid by the Company. (d) If for any reason tax year for Federal, state, and local income tax purposes, (B) enter into any settlement agreement that is binding upon the IRS disregards Members with respect to the election made by determination of Company items at the Company pursuant to Section 7.5(clevel, (C) and commences any audit or proceeding in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best efforts to convert the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(c). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claim. (e) If any Member intends to file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections Section 6226(a) of the Code for the readjustment of Company items, or (D) appeal any judicial decision with respect to any such partnership item or any other tax matter involving Company item, without the Company, such Member shall, at least thirty (30) calendar days prior to any such filing, notify consent of the other Members of such intent, Member which notification must include a reasonable description of the contemplated action and the reasons for such action; provided, however, that this Section 7.7(e) consent shall not relieve such Member’s obligation to use all commercially reasonable efforts to convert a Member level proceeding into a Company level proceeding as provided in Section 7.7(d)be unreasonably withheld, conditioned or delayed.

Tax Audits. (ai) The Managing Member is hereby designated as Buyer shall promptly notify the “tax matters partner,” as that term is defined Sellers in Section 6231(a)(7) writing upon receipt by Buyer or any of the Code its Affiliates of notice of any pending or threatened federal, state or local Tax audits, examinations, notices of deficiency or other adjustments, assessments or redeterminations (the “Tax Matters PartnerMatters”), of the Company, with all of the rights, duties and powers provided ) relating to a Pre-Closing Period for in Sections 6221 through 6234 of the Code, inclusive, provided however that in the case of a removal of the Managing Member after the occurrence of any Removal Event, the Investor shall have the right to assume the rights and duties of the Tax Matters Partner and to be designated as such. The Managing Member is hereby directed and authorized to take whatever steps it, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member shall remain as the Tax Matters Partner so long as it retains any ownership interests in the Company unless the Investor assumes the rights and duties of the Tax Matters Partner under the proviso to the first sentence of this paragraph. (b) The Tax Matters Partner, in Consultation with the other Members, shall use reasonable commercial efforts to direct the defense of any claims made by any tax authority to the extent that such claims relate to the adjustment of Company items at the Company level and, in connection therewith, shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the other Members. The Tax Matters Partner shall promptly deliver to each Member a copy of all notices, communications, reports and writings received from the IRS by which the Company or the Tax Matters Partner relating Sellers may be liable to or potentially resulting in an adjustment of Company items, shall promptly advise each Member of the substance of any conversations with the tax authorities in connection therewith and shall keep the Members advised of all developments with respect to any proposed adjustments that come to its attention. In addition, the Tax Matters Partner shall (i) provide each Member with a draft copy of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance of such submission, indemnify Buyer under Article VIII. (ii) consider in good faith incorporating all changes or comments to such correspondence or filing requested by any Member and (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member Sellers shall have the sole right to participatecontrol, at its sole cost contest, resolve and expense, in defend against any such meetings or conferences. (c) The Tax Matters Partner shall not, without a Required Majority Vote, (i) except in the case of or initiate any claim by the IRS that could give rise for refund or amend any Tax Return relating to an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code) with respect to a federal income tax matter or appeal any adverse determination of a judicial tribunal; (ii) enter into a settlement agreement with the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid by the Company. (d) If for any reason the IRS disregards the election made by the Company pursuant to Section 7.5(c) and commences any audit or proceeding in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best efforts to convert the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(c). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claim. (e) If any Member intends to file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of any such partnership item Taxes of the Company, or the Sellers or Affiliates for taxable periods ending on or before the Closing Date, in each case provided the Sellers are obligated to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) calendar days prior to any such filing, notify the other Members of such intent, which notification must include a reasonable description of the contemplated action and the reasons indemnify Buyer for such actionTaxes under Article VIII, and to employ counsel of its choice at its own expense; provided, however, that this Section 7.7(e(A) the Sellers shall keep Buyer informed with respect to the commencement, status and nature of any such Tax Matter, (B) the Sellers shall not relieve enter into any settlement of or otherwise compromise any such Member’s obligation Tax Matter which adversely affects the Tax liability of Buyer or the Company or their respective for a period after the Closing Date without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed, and (C) the Sellers may decline to use all commercially reasonable efforts to convert a Member level proceeding into a Company level proceeding control any Tax Matters by providing Buyer with written notice of such decision. (iii) Except as otherwise provided in Section 7.7(d6.2(c)(ii), Buyer shall have the sole right to control any Tax Matters or initiate any claim for refund or amend any Tax Return relating to Taxes of the Company for taxable periods ending on or after the Closing Date and to employ counsel of its choice at its own expense; provided, however, that (A) Buyer shall keep the Sellers informed with respect to the commencement, status and nature of any Tax Matter for which the Company or the Sellers may be liable pursuant to Article VIII, and (B) neither Buyer nor any of its Affiliates shall enter into any settlement of or otherwise compromise any Tax Matter for which the Company or the Sellers is required to indemnify Buyer hereunder without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, conditioned or delayed. (iv) In the event that Buyer fails to notify the Sellers with respect to a Tax Matter in accordance with the provisions of Section 6.2(c)(i), the Sellers shall not be obligated to indemnify Buyer under Article VIII of this Agreement with respect to such Tax Matter to the extent that such failure to notify the Sellers adversely affects the Sellers’ ability to adequately defend against such Tax Matter.

Tax Audits. (aNotwithstanding Section 7.4, this Section 8.4(f) The Managing Member is hereby designated as the “tax matters partner,” as that term is defined in Section 6231(a)(7) will control any inquiries, assessments, proceedings or similar events with respect to Taxes of the Code Companies (the a “Tax Matters PartnerContest”)) for the Pre-Closing Tax Period. The Purchaser will promptly notify the Member (i) upon receipt by the Purchaser, either Company or any of their Affiliates of any notice of any Tax Matter from any Governmental Authority or (ii) prior to the Purchaser or either Company initiating any Tax Matter with any Governmental Authority. The Member may, at the Member’s sole expense, participate in and, upon written notice to the Purchaser, assume the defense of any such Tax Matter. If the Member assumes such defense, the Member will have the authority, with respect to any Tax Matter, to represent the interests of the Companyapplicable Company before the relevant Governmental Authority and the Member will have the right to control the defense, compromise or other resolution of any such Tax Matter, including responding to inquiries, and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter; provided, however, that the Member will not settle or resolve any Tax Contest if such settlement or resolution has any adverse impact on the Purchaser or either Company for any Post-Closing Tax Period without the Purchaser’s written consent. The Purchaser will cause the applicable Company to execute any powers of attorney necessary to allow the Member to represent the interest of such Company in any such Tax Matter. The Member will keep the Purchaser informed with all respect to the commencement, status and nature of any such Tax Matter, and will, in good faith, allow the rights, duties and powers provided for Purchaser to consult with it regarding the conduct of or positions taken in Sections 6221 through 6234 of any such proceeding. If the Code, inclusive, provided however that in Member does not elect to assume the case defense of a removal of the Managing Member after the occurrence of any Removal EventTax Contest relating to a Tax Matter for a Pre-Closing Tax Period, the Investor shall Purchaser and the applicable Company will have the right to assume the rights defense of, and duties of resolve and settle, such Tax Contest, provided that the Tax Matters Partner Member will indemnify and to be designated as such. The Managing Member is hereby directed promptly reimburse the Purchaser and authorized to take whatever steps it, in its the applicable Company for the reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member shall remain as the Tax Matters Partner so long as it retains any ownership interests in the Company unless the Investor assumes the rights and duties of the Tax Matters Partner under the proviso to the first sentence of this paragraph. (b) The Tax Matters Partner, in Consultation with the other Members, shall use reasonable commercial efforts to direct the defense of any claims made by any tax authority to the extent that such claims relate to the adjustment of Company items at the Company level and, in connection therewith, shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the other Members. The Tax Matters Partner shall promptly deliver to each Member a copy of all notices, communications, reports and writings received from the IRS by the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company items, shall promptly advise each Member of the substance of any conversations with the tax authorities in connection therewith and shall keep the Members advised of all developments with respect to any proposed adjustments that come to its attention. In addition, the Tax Matters Partner shall (i) provide each Member with a draft copy of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance cost of such submission, (ii) consider in good faith incorporating all changes or comments to such correspondence or filing requested by any Member and (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member shall have the right to participate, at its sole cost and expense, in any such meetings or conferencesdefense. (c) The Tax Matters Partner shall not, without a Required Majority Vote, (i) except in the case of any claim by the IRS that could give rise to an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code) with respect to a federal income tax matter or appeal any adverse determination of a judicial tribunal; (ii) enter into a settlement agreement with the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid by the Company. (d) If for any reason the IRS disregards the election made by the Company pursuant to Section 7.5(c) and commences any audit or proceeding in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best efforts to convert the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(c). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claim. (e) If any Member intends to file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) calendar days prior to any such filing, notify the other Members of such intent, which notification must include a reasonable description of the contemplated action and the reasons for such action; provided, however, that this Section 7.7(e) shall not relieve such Member’s obligation to use all commercially reasonable efforts to convert a Member level proceeding into a Company level proceeding as provided in Section 7.7(d).

Tax Audits. (ai) The Managing Member is hereby designated as the “tax matters partner,” as that term is defined in Section 6231(a)(7) of the Code (the “Tax Matters Partner”), of the Company, with all of the rights, duties and powers provided for in Sections 6221 through 6234 of the Code, inclusive, provided however that in the case of a removal of the Managing Member after the occurrence If notice of any Removal Eventjudicial, the Investor shall have the right to assume the rights and duties of the Tax Matters Partner and to be designated as such. The Managing Member is hereby directed and authorized to take whatever steps itadministrative or arbitral actions, in its reasonable discretionsuits, deems necessary mediation, investigation, inquiry, proceedings or desirable to perfect such designation, claims (including filing counterclaims) by or before any forms or documents with the IRS and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member shall remain as the Tax Matters Partner so long as it retains any ownership interests in the Company unless the Investor assumes the rights and duties of the Tax Matters Partner under the proviso to the first sentence of this paragraph. (b) The Tax Matters Partner, in Consultation with the other Members, shall use reasonable commercial efforts to direct the defense of any claims made by any tax authority to the extent that such claims relate to the adjustment of Company items at the Company level and, in connection therewith, shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the other Members. The Tax Matters Partner shall promptly deliver to each Member a copy of all notices, communications, reports and writings received from the IRS by the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company items, shall promptly advise each Member of the substance of any conversations with the tax authorities in connection therewith and shall keep the Members advised of all developments Taxing Authority with respect to any proposed adjustments that come to its attention. In addition, the Tax Matters Partner shall (i) provide each Member with a draft copy Taxes of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance of such submission, (ii) consider in good faith incorporating all changes or comments to such correspondence or filing requested by any Member and (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member shall have the right to participate, at its sole cost and expense, in any such meetings or conferences. (c) The Tax Matters Partner shall not, without a Required Majority Vote, (i) except in the case of any claim by the IRS that could give rise to an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits (a “Tax Loss ContestClaim”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code) with respect to a federal income tax matter or appeal any adverse determination of a judicial tribunal; (ii) enter into a settlement agreement with the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid received by any Party for which the Company. (d) If for any reason the IRS disregards the election made by the Company other Party would be liable pursuant to Section 7.5(c) and commences any audit or proceeding 5.5(a), the notified Party shall notify such other Party in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best efforts to convert the portion writing of such audit or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(c). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claim. (e) If any Member intends to file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) calendar days prior to any such filing, notify the other Members of such intent, which notification must include a reasonable description of the contemplated action and the reasons for such actionTax Claim; provided, however, that this Section 7.7(e) the failure of the notified Party to give the other Party notice as provided herein shall not relieve such Member’s obligation failing Party of its obligations under this Section 5.5 except to use all commercially reasonable efforts the extent that the other Party is actually and materially prejudiced thereby. (ii) The Seller Representative shall have the sole right to convert represent the interests of the Company in any Tax Claim relating exclusively to taxable periods ending on or before the Closing Date if and to the extent the Sellers are potentially liable for any Taxes resulting therefrom, and to employ counsel of their choice at their expense; provided, however, that the Seller Representative may not agree to a Member level proceeding into settlement or compromise thereof without the prior written consent of the Buyer, which consent shall not be unreasonably withheld or delayed; and provided, further, that if such Tax Claim involves an issue that recurs in a Post-Closing Tax Period of Buyer, the Company level proceeding as or any of their respective Affiliates or otherwise could adversely affect the Buyer, the Company or any of their respective Affiliates for a Post-Closing Tax Period, then (A) the Seller Representative and the Buyer shall jointly control the defense and settlement or compromise of any such Tax Claim and each Party shall cooperate with the other Party at its own expense, and (B) there shall be no settlement or closing or other agreement with respect thereto without the written consent of each of the Buyer and the Seller Representative, which consents shall not be unreasonably withheld or delayed. (iii) In the case of any ‘fax Claim not described in (ii) above, the Buyer shall have the right, at the expense of the Sellers to the extent such Tax Claim is subject to indemnification by the Sellers pursuant to Section 5.5(a) hereof, to represent the interests of the Company; provided that in the case of any Tax Claim that is the subject of indemnification under Section 7.7(d5.5(a), Buyer shall not settle such claim without the written consent of the Seller Representative, which consent shall not be unreasonably withheld or delayed.

Tax Audits. (ai) The Managing Member is hereby designated From the date hereof until such time as the “Company is owned by more than one Member, this Subsection 22(c) shall be inapplicable. From and after the date on which the Company is owned by more than one Member, Refco Group Holdings, Inc. shall be the "tax matters partner,” as that term is defined in " of the Company pursuant to Section 6231(a)(7623l(a)(7) of the Code (the “"Tax Matters Partner”Member"). Any cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (ii) If at any time the Tax Matters Member cannot or elects not to serve as the Tax Matters Member, is removed by the Members as the Tax Matters Member or ceases to be a Member, the Majority Interest shall select another Member to be the Tax Matters Member. The Tax Matters Member, as an authorized representative of the Company, with all of the rights, duties and powers provided for in Sections 6221 through 6234 of the Code, inclusive, provided however that in the case of a removal of the Managing Member after the occurrence of any Removal Event, the Investor shall have the right to assume the rights and duties of the Tax Matters Partner and to be designated as such. The Managing Member is hereby directed and authorized to take whatever steps it, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member shall remain as the Tax Matters Partner so long as it retains any ownership interests in the Company unless the Investor assumes the rights and duties of the Tax Matters Partner under the proviso to the first sentence of this paragraph. (b) The Tax Matters Partner, in Consultation with the other Members, shall use reasonable commercial efforts to direct the defense of any claims made by any tax authority the IRS to the extent that such claims relate to the adjustment of Company items at the Company level and, in connection therewith, shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the other Memberslevel. The Tax Matters Partner Member shall promptly deliver to each Member a copy of any notice of beginning of administrative proceedings or any report explaining the reasons for a proposed adjustment received from the IRS relating to or potentially resulting in an adjustment of Company items. The Tax Matters Member shall, unless the Majority Interest consents to the contrary, diligently and in good faith contest any proposed adjustment of a Company item that principally affects the Members at the administrative and judicial levels, including, if appropriate or if requested by the Majority interest, appealing any adverse judicial decision, and shall consider in good faith any suggestions made by any Member or its counsel regarding the conduct of such administrative or judicial proceedings. The Tax Matters Member shall keep each Member advised of all material developments with respect to any proposed adjustment that come to its attention, including, without limitation, the scheduling of all conferences and substantive telephone calls with the IRS. Each Member shall be entitled, at its own expense, to attend all meetings with the IRS and to review in advance any material written information (including, without limitation, any pleadings, memoranda or similar items) to be submitted to the IRS. Without first obtaining the consent of the Majority Interest, the Tax Matters Member shall not, with respect to any proposed adjustment of a Company item that materially and adversely affects any Member, (A) enter into a settlement agreement that purports to bind Members other than the Tax Matters Member (including, without limitation, any stipulation consenting to an entry of decision by any tax court), or (B) enter into an agreement or stipulation extending the statute of limitations. (iii) The Company shall promptly deliver to each Member a copy of all notices, communications, reports and or writings of any kind with respect to income or similar taxes received from the IRS by any state or local taxing authority relating to the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company itemsthat might materially and adversely affect each Member, shall promptly advise each Member of the substance of any conversations with the tax authorities in connection therewith and shall keep the such Members advised of all material developments with respect to any proposed adjustments adjustment of Company items that come to its attention. In addition, the Tax Matters Partner shall (i) provide each Member with a draft copy of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance of such submission, (ii) consider in good faith incorporating all changes or comments to such correspondence or filing requested by any Member and (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member shall have the right to participate, at its sole cost and expense, in any such meetings or conferences. (civ) The Tax Matters Partner Each Member shall not, without a Required Majority Vote, (i) except continue to have the rights described in the case of any claim by the IRS that could give rise to an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code22(c) with respect to tax matters relating to any period during which it was a federal income tax matter Member, whether or appeal any adverse determination of not it is a judicial tribunal; (ii) enter into a settlement agreement with Member at the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) time of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid by the Company. (d) If for any reason the IRS disregards the election made by the Company pursuant to Section 7.5(c) and commences any tax audit or proceeding in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best efforts to convert the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(c). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claimcontest. (e) If any Member intends to file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) calendar days prior to any such filing, notify the other Members of such intent, which notification must include a reasonable description of the contemplated action and the reasons for such action; provided, however, that this Section 7.7(e) shall not relieve such Member’s obligation to use all commercially reasonable efforts to convert a Member level proceeding into a Company level proceeding as provided in Section 7.7(d).

Tax Audits. (a) The Managing Member is hereby designated as the “tax matters partner,” as that term is defined Buyer shall deliver a written notice to Seller in Section 6231(a)(7) writing promptly following any demand, claim, or notice of commencement of a claim, audit, proposed adjustment, assessment, examination or other administrative or court proceeding with respect to Taxes of the Code Company for which Seller may be liable pursuant to Section 5.15 (“Tax Contest”) and shall describe in reasonable detail (to the extent known by Buyer or the Company) the facts constituting the basis for such Tax Contest, the nature of the relief sought, and the amount of the claimed Losses, if any (the “Tax Matters PartnerClaim Notice”), provided, however, that no delay or failure on the part of Buyer to notify Seller pursuant to this Section 5.15(g) shall relieve Seller of any liability or obligations under Section 5.15 except to the extent that Seller is adversely prejudiced as a consequence of such failure. (i) With respect to Tax Contests for Taxes of the CompanyCompany for a Pre-Closing Period, with all Seller may elect to assume and control the defense of such Tax Contest by written notice to that effect to Buyer within twenty (20) days after delivery by Buyer to Seller of the rightsTax Claim Notice. If Seller elects to assume and control the defense of such Tax Contest, duties it (A) shall bear its own costs and powers provided expenses, (B) shall be entitled to engage its own counsel and (C) may (1) pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Tax authority, (2) either pay the Tax claimed or xxx for refund where applicable law permits such refund suit or (3) contest, settle or compromise the Tax Contest in Sections 6221 through 6234 any permissible manner, provided, however, that Seller shall not enter into any settlement with respect to any such Tax Contest that relates to Taxes of the CodeCompany for a Pre-Closing Period without the prior written consent of Buyer, inclusivewhich consent shall not be unreasonably withheld or delayed, provided however that and Buyer shall (and shall cause its Affiliates) to cooperate with Seller in pursuing such Tax Contest (including by providing appropriate powers of attorney). If Seller elects to assume the case of a removal of the Managing Member after the occurrence defense of any Removal EventTax Contest, the Investor (A) Seller shall keep Buyer reasonably informed of all material developments and events relating to such Tax Contest and (B) at its own cost and expense, Buyer shall have the right to assume participate in (but not control) the rights and duties defense of the such Tax Matters Partner and to be designated as such. The Managing Member is hereby directed and authorized to take whatever steps it, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member shall remain as the Tax Matters Partner so long as it retains any ownership interests in the Company unless the Investor assumes the rights and duties of the Tax Matters Partner under the proviso to the first sentence of this paragraphContest. (bii) The In connection with any Tax Matters Partner, in Consultation with the other Members, shall use reasonable commercial efforts Contest that relates to direct the defense Taxes of any claims made by any tax authority to the extent that such claims relate to the adjustment of Company items at the Company level andfor a Pre-Closing Period that Seller does not elect to control pursuant to Section 5.15(g)(i), such Tax Contest shall be controlled by Buyer and Seller agrees to cooperate with Buyer in connection therewithpursing such Tax Contest, provided, however, that none of Buyer or its Affiliates (including the Company) shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the other Members. The Tax Matters Partner shall promptly deliver to each Member a copy of all notices, communications, reports and writings received from the IRS by the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company items, shall promptly advise each Member of the substance of enter into any conversations with the tax authorities in connection therewith and shall keep the Members advised of all developments settlement with respect to any proposed adjustments such Tax Contest that come relates to its attentionTaxes of the Company for a Pre-Closing Period without the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed. In addition, the Tax Matters Partner shall (i) provide each Member with a draft copy of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings Tax Contest that is described in this Section 5.15(g)(ii) and controlled by Buyer, Buyer shall keep Seller reasonably informed of all material developments and events relating to the determination of Company items such Tax Contest and, at the Company level reasonably in advance of such submissionits own cost and expense, (ii) consider in good faith incorporating all changes or comments to such correspondence or filing requested by any Member and (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member Seller shall have the right to participate, participate in (but not control) the defense of such Tax Contest. (iii) Buyer and Seller shall jointly control (at its sole each Party’s own cost and expense, in any such meetings or conferences. (c) The all Tax Matters Partner shall not, without a Required Majority Vote, (i) except in the case of any claim by the IRS that could give rise Contests relating to an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code) with respect to a federal income tax matter or appeal any adverse determination of a judicial tribunal; (ii) enter into a settlement agreement with the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid by the Company. (d) If for any reason the IRS disregards the election made by the Company pursuant to Section 7.5(c) and commences any audit or proceeding in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best efforts to convert the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(c). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level Straddle Periods of the Company, the Company . The Parties agree to cooperate with each other in pursuing any such Tax Contest and neither Buyer nor Seller shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claim. (eor shall permit any of their Affiliates) If any Member intends to file, pursuant settle a Tax Contest relating to Section 6227 of the Code, a request for an administrative adjustment Straddle Period of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) calendar days prior to any such filing, notify Company without the other Members of such intentParty’s prior written consent, which notification must include a reasonable description of the contemplated action and the reasons for such action; provided, however, that this Section 7.7(e) consent shall not relieve such Member’s obligation to use all commercially reasonable efforts to convert a Member level proceeding into a Company level proceeding as provided in Section 7.7(d)be unreasonably withheld or delayed.

Tax Audits. (a) The Managing Member is hereby designated as After the Closing, the Purchasers shall notify ASC in writing (a “tax matters partner,” as that term is defined in Section 6231(a)(7Tax Notice”) of any demand or claim received by the Code Purchasers or the Company from any Tax authority or any other party with respect to Taxes for which the Tax Indemnifying Party is liable pursuant to Section 11.1 within ten (the “Tax Matters Partner”), 10) days of the receipt of such demand or claim by the Purchasers or the Company; provided, with all however, that a failure to give such Tax Notice will not affect the rights of the rightsPurchasers or the Company to indemnification under Section 11.1 unless, duties or except to the extent that such failure precludes the Tax Indemnifying Parties from contesting such demand or claim. Such Tax Notice shall contain factual information (to the extent known) describing the asserted Tax liability in reasonable detail and powers provided for in Sections 6221 through 6234 of the Code, inclusive, provided however that in the case of a removal of the Managing Member after the occurrence shall include copies of any Removal Event, the Investor shall have the right to assume the rights and duties notice or other document received from any Tax authority in respect of the any such asserted Tax Matters Partner and to be designated as such. The Managing Member is hereby directed and authorized to take whatever steps it, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member shall remain as the Tax Matters Partner so long as it retains any ownership interests in the Company unless the Investor assumes the rights and duties of the Tax Matters Partner under the proviso to the first sentence of this paragraphliability. (b) The Tax Matters PartnerSubject to the following sentence, in Consultation with ASC may elect to control the other Membersconduct, shall use reasonable commercial efforts through counsel chosen by ASC and reasonably acceptable to direct the defense Purchasers and at ASC’s own expense, of any claims made by audit, claim for refund, or administrative or judicial proceeding involving any tax authority asserted liability with respect to which indemnity may be sought under Section 11.1, including any contest in respect of an Interim Period (any such audit, claim for refund, or proceeding relating to an asserted Tax liability is referred to herein as a “Contest”). If ASC elects to control a Contest, ASC shall within thirty (30) calendar days of receipt of the extent Tax Notice notify the Parent in writing of its intent to do so; provided, however, that such claims relate to the adjustment of Company items at Purchasers and the Company level andare authorized to file any motion, in connection therewithanswer or other pleading that may be reasonably necessary or appropriate to protect their interests during such 30 day period. If ASC properly elects to control a Contest, then ASC shall have all rights to settle, compromise and/or concede such asserted liability and the Purchasers shall cooperate and shall cause the Company (and any of its successors) to retain cooperate in each phase of such Contest. If ASC does not elect to control the Contest, the Purchasers or the Company may, without affecting its or any other indemnified party’s rights to indemnification under this Article XI, assume and to pay control the fees and expenses defense of counsel and other advisors chosen such Contest with participation by the Tax Matters Partner in Consultation with the other Members. The Tax Matters Partner shall promptly deliver to each Member a copy of all notices, communications, reports and writings received from the IRS by the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company items, shall promptly advise each Member of the substance of any conversations with the tax authorities in connection therewith and shall keep the Members advised of all developments with respect to any proposed adjustments that come to its attention. In addition, the Tax Matters Partner shall (i) provide each Member with a draft copy of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance of such submission, (ii) consider in good faith incorporating all changes or comments to such correspondence or filing requested by any Member and (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member shall have the right to participate, at its sole cost and expense, in any such meetings or conferencesSellers. (c) The Tax Matters Partner shall not, without In the event that a Required Majority Vote, (i) except in the case of any claim by the IRS that could give rise to Contest involves an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits Interim Period (a “Tax Loss Straddle Contest”), commence a judicial action (including filing a petition the parties shall endeavor to cause the Contest proceeding to be separated into two or more separate proceedings, one of which shall involve exclusively the applicable Interim Period. In the event that such separation cannot, after diligent efforts, be achieved, the Purchasers and ASC shall jointly control the Straddle Contest; provided, however, that, subject to this Section 11.5 generally, the Purchasers shall have all rights to make decisions, settle, compromise and/or concede such asserted liability as contemplated in Section 6226(a) or Section 6228 relates to the portion of the Code) with respect taxable period that begins after the Closing Date, and ASC shall have all rights to a federal income tax matter or appeal any adverse determination of a judicial tribunal; (ii) enter into a settlement agreement with settle, compromise and/or concede such asserted liability as relates to the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid by the CompanyInterim Period. (d) If for any reason the IRS disregards the election made by the Company pursuant With respect to Section 7.5(ca Contest that is described in paragraphs (b) and commences any audit or proceeding in (c) of this Section, and which it makes relates to a claimmethod of accounting, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items recurring item of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Companycredit. Taxes other than income Taxes, then such Member shall promptly advise the other Members of the samefranchise Taxes, and Transfer and Recording Taxes, ASC’s ability to settle, compromise and/or concede any asserted liability shall be subject to the Parent’s consent, not to be unreasonably withheld, conditioned or delayed, if ASC’s proposed settlement, compromise or concession would adversely affect such Member, in Consultation with the other Members, shall at the expense Tax liability of the Company use best efforts in a Post-Closing period; provided, however, if the Parent does not provide ASC with such consent, and ASC shall pay to convert the portion of such audit or proceeding Parent the amount that relates ASC was willing to such items into a proceeding at pay the level of Taxing authority to settle the Company consistent with asserted Tax liability, ASC shall be released by the election of the Company Parent from all indemnification obligations thereto pursuant to Section 7.5(c). In 11.1 and the case of any such audit or proceeding involving Parent shall assume control over the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion conduct of such audit or proceeding that relates Contest and shall have all rights if such Contest does not involve any issues for which ASC remains liable under this Article XI to make decisions, settle, compromise, and/or concede such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claimasserted liability. (e) If any Member intends Notwithstanding anything contained in this Section 11.5 to filethe contrary, pursuant to Section 6227 none of the Code, a request for an administrative adjustment of Purchasers or the Company shall be required to permit ASC to contest any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) calendar days prior to any such filing, notify the other Members of such intent, which notification must include a reasonable description of the contemplated action and the reasons for such actionclaim; provided, however, that the Tax Indemnifying Parties shall have no obligation to pay, indemnify or reimburse the Purchasers or the Company for any amounts that the Purchasers or the Company pay without the prior approval of ASC (which may not be unreasonably withheld or delayed if the related indemnification obligation does not have a material economic impact on ASC or the Indemnifying Parties) with respect to a claim ASC timely elects to contest but is not permitted to contest under this Section 7.7(e11.5(e). (f) Notwithstanding anything contained in this Section 11.5 to the contrary, ASC shall not, without the prior written consent of the Parent (which consent shall not relieve be unreasonably withheld, contained or delayed), settle, compromise or concede any asserted liability unless ASC has (i) paid or otherwise satisfied the asserted liability on or prior to the date of such Member’s obligation to use settlement, compromise or concession, or (ii) obtained, as an unconditional term of such settlement, compromise or concession, an unconditional release, issued by the applicable taxing authority in favor of the Company, for all commercially reasonable efforts to convert a Member level proceeding into a Company level proceeding as provided responsibility in Section 7.7(d)respect of the asserted liability.

Tax Audits. (a) The Managing Member is hereby designated as the “tax matters partner,” as that term is defined in Subject to this Section 6231(a)(74.4 and Section 8.03 (Tax Matters) of the Code (Merger Agreement, the “Tax Matters Partner”), Representative shall have the sole authority to act on behalf of the CompanyCompany in connection with, with make all of relevant decisions regarding application of, and to exercise the rights, duties rights and powers provided for in Sections 6221 through 6234 of the CodeRevised Partnership Audit Provisions, inclusiveincluding making any elections under the Revised Partnership Audit Provisions or any decisions to settle, provided however that in compromise, challenge, litigate or otherwise alter the case of a removal of the Managing Member after the occurrence defense of any Removal Eventaction, audit or examination before the Investor shall have the right to assume the rights and duties of the Tax Matters Partner IRS or any other tax authority (each, an “Audit”), and to be designated as such. The Managing Member is hereby directed expend Company funds for professional services and authorized to take whatever steps it, other expenses reasonably incurred in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member shall remain as the Tax Matters Partner so long as it retains any ownership interests in the Company unless the Investor assumes the rights and duties of the Tax Matters Partner under the proviso to the first sentence of this paragraphconnection therewith. (b) The Without limiting the foregoing, the Tax Matters Partner, in Consultation with Representative shall give prompt written notice to the other Members, shall use reasonable commercial efforts to direct Company Unitholder Representative of the defense commencement of any claims made by Audit of the Company or any tax authority of its Subsidiaries (i) that relates to a Pre-Closing Flow-Through Return or (ii) the resolution of which would reasonably be expected to have a disproportionate (compared to the extent that such claims relate to Manager) and material adverse effect on the adjustment of Company items at the Company level and, in connection therewith, shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the other MembersOriginal Members (a “Specified Audit”). The Tax Matters Partner shall promptly deliver to each Member a copy of all notices, communications, reports and writings received from the IRS by the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company items, shall promptly advise each Member of the substance of any conversations with the tax authorities in connection therewith and shall keep the Members advised of all developments with respect to any proposed adjustments that come to its attention. In addition, the Tax Matters Partner Representative shall (i) provide each Member with a draft copy keep the Company Unitholder Representative reasonably informed of the material developments and status of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance of such submissionSpecified Audit, (ii) consider permit the Company Unitholder Representative (or its designee) to participate (including using separate counsel), in good faith incorporating all changes or comments to such correspondence or filing requested by any Member and (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items case at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member shall have the right to participate, at its Original Members’ sole cost and expense, in any such meetings Specified Audit, and (iii) promptly notify the Company Unitholder Representative of receipt of a notice of a final partnership adjustment (or conferencesequivalent under applicable Laws) or a final decision of a court or IRS Independent Office of Appeals panel (or equivalent body under applicable Laws) with respect to such Specified Audit. The Tax Representative or the Company shall promptly provide the Company Unitholder Representative with copies of all material correspondence between the Tax Representative or the Company (as applicable) and any governmental entity in connection with such Specified Audit and shall give the Company Unitholder Representative a reasonable opportunity to review and comment on any material correspondence, submission (including settlement or compromise offers) or filing in connection with any such Specified Audit. Additionally, the Tax Representative shall not (and the Company shall not (and shall not authorize the Tax Representative to)) settle, compromise or abandon any Specified Audit in a manner that would reasonably be expected to have a disproportionate (compared to the Manager) and material adverse effect on the Original Members without the Company Unitholder Representative’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). The Tax Representative shall obtain the prior written consent of the Company Unitholder Representative (which consent shall not be unreasonably withheld, delayed or conditioned) before (i) making an election under Section 6226(a) of the Code (or any analogous provision of state or local Law) other than any such election required by Section 8.03 (Tax Matters) of the Merger Agreement or (ii) taking any material action under the Revised Partnership Audit Provisions that would reasonably be expected to have a disproportionate (compared to the Manager) and material adverse effect on the Original Members, in the case of clauses (i) and (ii). (c) The Company, the Tax Matters Partner shall notRepresentative, without a Required Majority Vote, (i) except in the case of any claim Unitholder Representative and the Members expressly agree to be bound by the IRS that could give rise to an indemnity claim under this Agreement or any other Transaction Document in respect terms of federal income taxes or the loss of federal income tax benefits Section 8.03 (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code) with respect to a federal income tax matter or appeal any adverse determination of a judicial tribunal; (ii) enter into a settlement agreement with the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(bMatters) of the Code; (iv) file Merger Agreement. Notwithstanding anything to the contrary contained in this Agreement, in the event of any request contemplated in conflict between Section 6227(c) 8.03 of the Code; or (v) except in the case of a Tax Loss ContestMerger Agreement and this Agreement, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) 8.03 of the CodeMerger Agreement shall control. Any cost or expense incurred by With respect to the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid by the Company. (d) If for any reason the IRS disregards the election made by the Company pursuant to Section 7.5(c) and commences any audit or proceeding in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best efforts to convert the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(c). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Companypreceding sentence, the Company Unitholder Representative and the Manager shall reimburse the Investor for have all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claim. (e) If any Member intends to file, pursuant to Section 6227 of the Coderights and protections against the Tax Representative as it does against the Manager or the Company Unitholder Representative, a request for an administrative adjustment of any such partnership item as applicable, as described in Section 8.03 of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) calendar days prior to any such filing, notify the other Members of such intent, which notification must include a reasonable description of the contemplated action and the reasons for such action; provided, however, that this Section 7.7(e) shall not relieve such Member’s obligation to use all commercially reasonable efforts to convert a Member level proceeding into a Company level proceeding as provided in Section 7.7(d)Merger Agreement.

Tax Audits. (a) The Managing Member is hereby designated as Subject to this Section 4.4, the “tax matters partner,” as that term is defined in Section 6231(a)(7) Tax Representative shall have the sole authority to act on behalf of the Code (Company in connection with, make all relevant decisions regarding application of, and to exercise the “Tax Matters Partner”), of the Company, with all of the rights, duties rights and powers provided for in Sections 6221 through 6234 of the CodeRevised Partnership Audit Provisions, inclusiveincluding making any elections under the Revised Partnership Audit Provisions or any decisions to settle, provided however that in compromise, challenge, litigate or otherwise alter the case of a removal of the Managing Member after the occurrence defense of any Removal Eventaction, audit or examination before the Investor shall have the right to assume the rights and duties of the Tax Matters Partner IRS or any other tax authority (each, an “Audit”), and to be designated as such. The Managing Member is hereby directed expend Company funds for professional services and authorized to take whatever steps itother expenses reasonably incurred in connection therewith; provided, however, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS and taking such other action as may from time to time no event shall a Member be required under to file an amended tax return if such Member opts to undertake the Treasury Regulations. The Managing Member shall remain as the Tax Matters Partner so long as it retains any ownership interests alternative “pull-in” procedure, in the Company unless the Investor assumes the rights and duties of the Tax Matters Partner under the proviso to the first sentence of this paragraphaccordance with Code Section 6225(c)(2). (b) The Without limiting the foregoing, the Tax Matters PartnerRepresentative shall give prompt written notice to the Company Unitholder Representative or the Preferred Unitholder Representative, in Consultation with as applicable, of the other Members, shall use reasonable commercial efforts to direct the defense commencement of any claims made by any tax authority to the extent that such claims relate to the adjustment Audit of Company items at the Company level andor any of its Subsidiaries the resolution of which could reasonably be expected to have a disproportionate and adverse effect on the Sunergy Members or the holders of Class A Convertible Preferred Units, in connection therewith, shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the other Membersrespectively (a “Specified Audit”). The Tax Matters Partner Representative shall (i) keep the Company Unitholder Representative or the Preferred Unitholder Representative reasonably informed of the material developments and status of any such Specified Audit (provided, that, in the case of the Preferred Unitholder Representative, only with respect to information pertaining to the Preferred Units), (ii) permit the Company Unitholder Representative (or its designee) to participate (including using separate counsel), in each case at the cost and expense or the Sunergy Members in any such Specified Audit, and (iii) promptly notify the Company Unitholder Representative or the Preferred Unitholder Representative of receipt of a notice of a final partnership adjustment (or equivalent under applicable Laws) or a final decision of a court or IRS Independent Office of Appeals panel (or equivalent body under applicable Laws) with respect to such Specified Audit. The Tax Representative shall promptly deliver to each Member a copy provide the Company Unitholder Representative with copies of all noticesmaterial correspondence between the Tax Representative or the Company (as applicable) and any governmental entity in connection with such Specified Audit and shall give the Company Unitholder Representative a reasonable opportunity to review and comment on any material correspondence, communicationssubmission (including settlement or compromise offers) or filing in connection with any such Specified Audit. Additionally, reports the Tax Representative shall not settle, compromise or abandon any Specified Audit in a manner that could reasonably be expected to have a disproportionate (compared to the Manager) and writings received from adverse effect on the IRS Sunergy Members without the prior written consent or the Company Unitholder Representative (which consent shall not be unreasonably withheld, delayed or conditioned). The Tax Representative shall obtain the prior written consent of the Company Unitholder Representative (which consent shall not be unreasonably withheld, delayed or conditioned), before taking any material action (other than making a Push Out Election) under the Revised Partnership Audit Provisions that could reasonably be expected to have a disproportionate (compared to the Manager) and adverse effect on the Sunergy Members. Notwithstanding anything to the contrary, unless otherwise agreed by the Company Manager (such agreement not to be unreasonably withheld, conditioned, or delayed), the Tax Matters Partner relating to or potentially resulting in an adjustment of Company items, Representative shall promptly advise each Member of the substance of any conversations with the tax authorities in connection therewith and shall keep the Members advised of all developments make a Push Out Election with respect to any proposed adjustments that come to its attention. In addition, the Tax Matters Partner shall (i) provide each Member with a draft copy of any correspondence or filing to be submitted by the Company “imputed underpayment” arising in connection with any administrative or judicial proceedings relating to the determination Audit of Company items at the Company level reasonably in advance or any of such submission, (ii) consider in good faith incorporating all changes its Subsidiaries for any taxable period ending on or comments to such correspondence or filing requested by any Member and (iii) provide each Member with a final copy before the date of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member shall have the right to participate, at its sole cost and expense, in any such meetings or conferencesthis Agreement. (c) The Tax Matters Partner shall not, without a Required Majority Vote, (i) except in the case of any claim by the IRS that could give rise to an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code) with respect to a federal income tax matter or appeal any adverse determination of a judicial tribunal; (ii) enter into a settlement agreement with the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid by the Company. (d) If for any reason the IRS disregards the election made by the Company pursuant to Section 7.5(c) and commences any audit or proceeding in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best efforts to convert the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(c). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Tax Representative, the Company shall reimburse Unitholder Representative and the Investor for all reasonable costs and expenses, including reasonable attorneys’ feesMembers expressly agree to be bound by the terms of Section 7.15 of the Combination Agreement. Notwithstanding anything to the contrary contained in this Agreement, in contesting such claim. (e) If the event of any Member intends to file, pursuant to conflict between Section 6227 7.15 of the CodeCombination Agreement and this Agreement, a request for an administrative adjustment of any such partnership item Section 7.15 of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) calendar days prior to any such filing, notify the other Members of such intent, which notification must include a reasonable description of the contemplated action and the reasons for such action; provided, however, that this Section 7.7(e) Combination Agreement shall not relieve such Member’s obligation to use all commercially reasonable efforts to convert a Member level proceeding into a Company level proceeding as provided in Section 7.7(d)control.

Tax Audits. (ai) The Managing Member is hereby designated as If any taxing authority asserts a claim, makes an assessment or otherwise disputes or affects the “tax matters partner,” as that term is defined in Section 6231(a)(7) Tax reporting position of the Code Companies for taxable periods ending on or prior to the Closing Date (the a “Tax Matters PartnerClaim”), Buyer shall, promptly upon receipt by Buyer or the Companies of notice thereof, inform MNST thereof. If Buyer shall fail to provide notice to MNST with respect to a Tax Claim as provided in this Section 8.4(b)(i), MNST shall not be required to pay to the Company pursuant to Section 9.1 any portion of such Tax but only if and to the extent that such failure to give notice results in a lack of actual notice to MNST and MNST or its Affiliates are actually and materially prejudiced as a result of such failure, and then only to the extent thereof. (ii) MNST shall, at its own expense have the sole right to represent the interests of the Company, with all Companies in any Tax Claim relating to taxable periods of the rightsCompanies which end on or before the Closing Date and to employ counsel of its choice at its expense; provided that, duties and powers provided for in Sections 6221 through 6234 of the Code, inclusive, provided however that in the case of a removal of the Managing Member after the occurrence of any Removal Event, the Investor MNST shall have the right to assume represent the rights and duties interests of the Companies only so long as MNST notifies the Buyer in writing, with no reservation of rights, within five (5) days after Buyer has given notice of the Tax Matters Partner Claim, that MNST shall indemnify and hold harmless the Company, Company Subs, and the Indemnified Buyer Parties from and against any Taxes and Losses such parties may suffer by reason of, resulting from, or related to be designated as such. The Managing Member is hereby directed such Tax Claim with no reservation of rights, and authorized to take whatever steps it, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with provided further that if MNST represents the IRS and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member shall remain as the Tax Matters Partner so long as it retains any ownership interests in the Company unless the Investor assumes the rights and duties of the Companies in a Tax Matters Partner under the proviso to the first sentence of this paragraph. Claim, (b1) The Tax Matters Partner, in Consultation with the other Members, shall use reasonable commercial efforts to direct the defense of any claims made by any tax authority to the extent that such claims relate to the adjustment of Company items at the Company level and, in connection therewith, shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the other Members. The Tax Matters Partner shall promptly deliver to each Member a copy of all notices, communications, reports and writings received from the IRS by the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company items, shall promptly advise each Member of the substance of any conversations with the tax authorities in connection therewith and MNST shall keep the Members advised of all developments with respect to any proposed adjustments that come to its attention. In addition, the Tax Matters Partner shall (i) provide each Member with a draft copy of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level Buyer reasonably in advance of such submission, (ii) consider in good faith incorporating all changes or comments to such correspondence or filing requested by any Member and (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company informed with respect to such proceedingsTax Claim and (2) and each Member shall have if the right to participate, at its sole cost and expense, in any results of such meetings or conferences. (c) The Tax Matters Partner shall not, without a Required Majority Vote, (i) except in the case of any claim by the IRS that could give rise to an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code) with respect to a federal income tax matter or appeal any adverse determination of a judicial tribunal; (ii) enter into a settlement agreement with the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid by the Company. (d) If for any reason the IRS disregards the election made by the Company pursuant to Section 7.5(c) and commences any audit or proceeding in which it makes a claim, or proposes to make a claim, against any Member that Claim could reasonably be expected to result have a Material Adverse Effect on the assets, business, operations, or financial condition of Buyer or the Companies for taxable periods ending after the Closing Date, then there shall be no settlement or closing or other agreement with respect thereto without the written consent of Buyer (which consent shall not be unreasonably withheld). Buyer agrees that it will cooperate fully with MNST and its counsel in the disallowance defense against or adjustment compromise of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the same, and such Member, claim in Consultation with the other Members, shall at the expense of the Company use best efforts to convert the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(c). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claimsaid proceeding. (eiii) If MNST and Buyer jointly shall represent the interests of the Companies in any Member intends Tax audit or administrative or court proceeding relating to fileany taxable period of the Companies which includes (but does not begin or end on) the Closing Date. All costs, fees and expenses paid to third parties in the course of such proceeding shall be borne by MNST and Buyer in the same ratio as the ratio in which, pursuant to Section 6227 the terms of this Agreement, MNST and Buyer would share the responsibility for payment of the Code, a request for an administrative adjustment of any Taxes asserted by the taxing authority in such partnership item of the Company, claim or to file a petition under Sections 6226, 6228 assessment if such claim or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) calendar days prior to any such filing, notify the other Members of such intent, which notification must include a reasonable description of the contemplated action and the reasons for such action; provided, however, that this Section 7.7(e) shall not relieve such Member’s obligation to use all commercially reasonable efforts to convert a Member level proceeding into a Company level proceeding as provided assessment were sustained in Section 7.7(d)its entirety.

Tax Audits. (ai) The Managing Member is hereby designated as Purchaser shall promptly notify the “tax matters partner,” as that term is defined in Section 6231(a)(7) Shareholders upon receipt by Purchaser of the Code (the “Tax Matters Partner”), of the Company, with all of the rights, duties and powers provided for in Sections 6221 through 6234 of the Code, inclusive, provided however that in the case of a removal of the Managing Member after the occurrence written notice of any Removal EventTax audits of or proposed assessments against the Company for taxable periods ending on or prior to the Closing Date; provided, however, -------- ------- that the Investor failure of Purchaser to give the Shareholders prompt notice as required herein shall not relieve the Shareholders of any of their obligations to pay such Taxes except and to the extent that Shareholders are actually and materially prejudiced thereby. The Shareholders shall have the right to assume represent the rights and duties of the Company s interests in any such Tax Matters Partner audit or administrative or court proceeding and to be designated as such. The Managing Member is hereby directed and authorized to take whatever steps itemploy counsel of its choice; provided, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with that (i) the IRS and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member shall remain as the Tax Matters Partner so long as it retains any ownership interests in the Company unless the Investor assumes the rights and duties of the Tax Matters Partner under the proviso to the first sentence of this paragraph. (b) The Tax Matters Partner, in Consultation with the other Members, shall use reasonable commercial efforts to direct the defense of any claims made by any tax authority to the extent that such claims relate to the adjustment of Company items at the Company level and, in connection therewith, shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the other Members. The Tax Matters Partner shall promptly deliver to each Member a copy of all notices, communications, reports and writings received from the IRS by the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company items, shall promptly advise each Member of the substance of any conversations with the tax authorities in connection therewith and Shareholders -------- shall keep the Members advised Purchaser apprised of all developments with respect to any proposed adjustments that come to its attention. In addition, the Tax Matters Partner shall (i) provide each Member with a draft copy status of any correspondence Tax audits or filing to be submitted by the Company in connection with any administrative or judicial court proceedings relating to and the determination of Company items at the Company level reasonably in advance of such submission, (ii) consider in good faith incorporating all changes or comments to such correspondence or filing requested by any Member and (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member Purchaser shall have the right to participateconsult with the Shareholders and their counsel, at its sole the Purchaser s cost and expense, in any such meetings or conferences. (c) The Tax Matters Partner shall not, without a Required Majority Vote, (i) except in the case of any claim by the IRS that could give rise to an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code) with respect to a federal income tax matter or appeal any adverse determination of a judicial tribunal; connection therewith and (ii) enter into in the event that a settlement agreement with the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid by the Company. (d) If for any reason the IRS disregards the election made by compromise thereof would obligate either the Company pursuant to Section 7.5(c) and commences any audit or proceeding in which it makes a claim, or proposes the Purchaser to make a claim, against any Member that could reasonably be expected to result in the disallowance monetary payment or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best efforts to convert the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(c). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of would otherwise adversely effect either the Company, the Company shall reimburse Purchaser or any of their Affiliates, the Investor for all reasonable costs and expensesShareholders may not agree to such settlement or compromise without the prior consent of the Purchaser, including reasonable attorneys’ fees, in contesting such claimwhich consent will not be unreasonably withheld or delayed. (eii) If The Shareholders shall promptly notify Purchaser upon receipt by any Member intends to file, pursuant to Section 6227 of the Code, a request for an administrative adjustment Shareholders of written notice of any Tax audit or proposed assessment or other proposed change or adjustment which may affect either the Company or its Tax attributes. The Shareholders shall keep Purchaser duly informed of the progress thereof and, if the results of such partnership item of Tax audit or proceeding may have an adverse effect on either the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item Purchaser or any other tax matter involving of their Affiliates for any taxable period, including or ending after the CompanyClosing Date, such Member shall, at least thirty (30) calendar days prior then the Shareholders may not agree to any such filing, notify the other Members of such intenta settlement or compromise thereof without Purchaser s consent, which notification must include a reasonable description of the contemplated action and the reasons for such action; provided, however, that this Section 7.7(e) shall consent will not relieve such Member’s obligation to use all commercially reasonable efforts to convert a Member level proceeding into a Company level proceeding as provided in Section 7.7(d)be unreasonably withheld or delayed.

Tax Audits. (a) The Managing Member OrLeaf is hereby designated as the “tax matters partner,” as that term is defined in Section 6231(a)(7) of the Code (the “Tax Matters Partner”), of the Company, with all of the rights, duties and powers provided for in Sections 6221 through 6234 of the Code, inclusive, provided however that in the case of a removal of the Managing Member after the occurrence of any Removal Event, the Investor shall have the right to assume the rights and duties of the . The Tax Matters Partner and to be designated as such. The Managing Member is hereby directed and authorized to take whatever steps itthe Tax Matters Partner, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS and IRS, taking such other action as may from time to time be required under the Treasury RegulationsRegulations and directing the Managing Member to take any of the foregoing actions. The Managing Member Tax Matters Partner shall remain as the Tax Matters Partner so long as it retains any ownership interests in the Company unless the Investor assumes the rights and duties of the Tax Matters Partner under requests that it not serve as Tax Matters Partner and such request is approved by a Super-Majority Vote of the proviso to the first sentence of this paragraphMembers. (b) The Tax Matters Partner, in Consultation with the other Members, shall use reasonable commercial efforts direct, or cause the Managing Member to direct direct, the defense of any claims made by any tax authority the IRS to the extent that such claims relate to the adjustment of Company items at the Company level and, in connection therewith, shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the other Members. The Tax Matters Partner shall promptly deliver deliver, or shall cause the Managing Member to promptly deliver, to each Member a copy of all notices, communications, reports and writings received from the IRS by the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company items, shall promptly advise advise, or cause the Managing Member to promptly advise, each Member of the substance of any conversations with the tax authorities IRS in connection therewith and shall keep keep, or cause the Managing Member to keep, the Members advised of all developments with respect to any proposed adjustments that which come to its or the Managing Member’s, as the case may be, attention. In addition, the Tax Matters Partner shall or shall cause the Managing Member to (i) provide each Member with a draft copy of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance of such submission, (ii) consider in good faith incorporating incorporate all reasonable changes or comments to such correspondence or filing requested by any Member and (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide provide, or cause the Managing Member to provide, each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member shall have the right to participate, at its sole cost and expense, in any such meetings or conferences. (c) The For any issue or matter relating to the period prior to the Flip Date without the approval of Members collectively holding at least eighty percent (80%) of the Class B Membership Interests, the Tax Matters Partner shall not, without a Required Majority Vote, not (i) except in the case of any claim by the IRS that could give rise to an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code) with respect to a federal income tax matter or appeal any adverse determination of a judicial tribunal; (ii) enter into a settlement agreement with the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) of the Code; (iv) file any request contemplated in Section 6227(c6227(b) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid by the Company. (d) If for any reason the IRS disregards the election made by the Company pursuant to Section 7.5(c) and commences any audit or proceeding in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax CreditsPTCs) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best commercially reasonable efforts to convert the portion of such audit or proceeding that relates to such items into a Company level proceeding at the level of the Company consistent with the Company’s election of the Company pursuant to Section 7.5(c). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claim. (e) If any Member intends to file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) calendar 30 days prior to any such filing, notify the other Members of such intent, which notification must include a reasonable description of the contemplated action and the reasons for such action; provided, however, that this Section 7.7(e) shall not relieve such Member’s obligation to use all commercially reasonable efforts to convert a Member level proceeding into a Company level proceeding as provided in Section 7.7(d). (f) Notwithstanding anything in this Agreement to the contrary, the Members agree to work together, reasonably and in good faith, to amend this Agreement for Tax Years for which the partnership audit provisions of Title XI are effective on or before the effective date of such provisions to the extent reasonably possible, to preserve and maintain (including through relevant elections and credit support) the relative and analogous rights, duties, responsibilities, indemnities, obligations and risks of the Members, including with respect to the payment of tax liabilities to those provided under this Agreement. In the event that subsequent to such amendment, there are further statutory amendments, Treasury Regulations, notices, revenue procedures, revenue rulings or other administrative guidance, interpreting or applying Title XI, the Members shall further amend this Agreement consistent with this Section 7.7(f). Notwithstanding the foregoing, in the event the Members have not amended this Agreement to the reasonable satisfaction of each Member on or before the effective date of Title XI (or any further guidance) then (i) OrLeaf, so long as it continues to retain an ownership interest in the Company, shall be designated the Partnership Representative, subject to removal and replacement rights analogous to those set forth in Section 7.7(a), (ii) for any notice of final partnership adjustment with respect to which an “imputed underpayment” within the meaning of Section 6225(b) of Title XI may be determined, the Company shall elect application of Section 6226 of Title XI and timely furnish to each Member of the Company for the reviewed year and to the U.S. Department of the Treasury a statement of each Member’s share of any adjustment to income, gain, loss, deduction, or credit, which shares will be calculated in a manner that takes into account the allocation of tax risk between the Members reflected in this Agreement; provided, such election shall not be made if, under subsequent guidance from the IRS, such election would transfer the audit or contest to the partner-level; provided, further, if, under subsequent guidance, the parties cannot make such election without transferring the audit or contest to the partner-level, then the Members agree to negotiate in good faith to amend this Agreement to retain the audit or contest at the Company level, while preserving the relative rights, burdens and economics of the Members, including each Member’s obligation to pay its respective share of the “imputed underpayment”, and (iii) the Partnership Representative shall not take any action that the Tax Matters Partner was not permitted to take without the consent of the Class B Member under Section 7.7(b) without the consent of the Class B Member. In the event a Section 6226 election cannot be made under the circumstances described in (ii) because of subsequent guidance from the IRS that would transfer the audit or contest to the partner level, each Member will be required to make a Capital Contribution to the Company as described in Section 4.5 within ten (10) Business Days of notice from the IRS that payment of the imputed underpayment is due and payable by the Company and such payment is not subject to appeal by the Company that would allow further deferral of such payment.

Tax Audits. (a) The Managing Member is hereby designated as After the “tax matters partner,” as that term is defined in Section 6231(a)(7) of Closing Date, Parent, on the Code one hand, and MRG, on the other hand (the “Tax Matters Partner”"Recipient"), of the Company, with all of the rights, duties and powers provided for in Sections 6221 through 6234 of the Code, inclusive, provided however that in the case of a removal of the Managing Member after the occurrence of any Removal Event, the Investor shall have the right to assume the rights and duties of the Tax Matters Partner and to be designated as such. The Managing Member is hereby directed and authorized to take whatever steps it, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member shall remain as the Tax Matters Partner so long as it retains any ownership interests in the Company unless the Investor assumes the rights and duties of the Tax Matters Partner under the proviso to the first sentence of this paragraph. (b) The Tax Matters Partner, in Consultation with the other Members, shall use reasonable commercial efforts to direct the defense of any claims made by any tax authority to the extent that such claims relate to the adjustment of Company items at the Company level and, in connection therewith, shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the other Members. The Tax Matters Partner shall promptly deliver to each Member a copy of all notices, communications, reports and writings received from the IRS by the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company items, shall promptly advise each Member notify the other Person in writing upon receipt by the Recipient or any of the substance its Affiliates of any conversations with written notice of any pending or threatened audit or assessment, suit, proposed adjustment, deficiency, dispute, administrative or judicial proceeding or other similar claim ("Tax Claim") received by the tax authorities in connection therewith and shall keep the Members advised of all developments Recipient from any Tax authority or any other Person, including any Tax Claim with respect to any proposed adjustments that come to its attention. In addition, the Tax Matters Partner shall (i) provide each Member with a draft copy of any correspondence Losses for which Parent or filing to be submitted by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance of such submission, (ii) consider in good faith incorporating all changes or comments to such correspondence or filing requested by any Member and (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member shall have the right to participate, at its sole cost and expense, in any such meetings or conferences. (c) The Tax Matters Partner shall not, without a Required Majority Vote, (i) except in the case of any claim by the IRS that could give rise to an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code) with respect to a federal income tax matter or appeal any adverse determination of a judicial tribunal; (ii) enter into a settlement agreement with the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid by the Company. (d) If for any reason the IRS disregards the election made by the Company MRG is liable pursuant to Section 7.5(c) and commences any audit 6.08, Section 9.01 or proceeding in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best efforts to convert the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(c). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claim. (e) If any Member intends to file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) calendar days prior to any such filing, notify the other Members of such intent, which notification must include a reasonable description of the contemplated action and the reasons for such action9.05; provided, however, that a failure by Parent or MRG to give such notice shall not affect the Parent Indemnified Parties' rights to indemnification under this Article IX or MRG's rights to indemnification under Section 6.08 unless (and then solely to the extent) that Parent or MRG is materially prejudiced as a consequence of such failure. (b) MRG shall control the conduct, through their own counsel at their sole expense, of any Tax Claim involving any asserted Liability with respect or relating solely to any Pre-Closing Period MRG shall have all rights to settle, compromise and/or concede such Tax Claim unless the settlement, compromise or concession would adversely affect the Tax liability of Parent or any of its Affiliates (including the Company) in any taxable year (or portion thereof) after the Closing Date, in which event no settlement, compromise or concession shall be consummated without the written consent of Parent, which consent shall not be unreasonably withheld. MRG and Parent shall reasonably cooperate and shall cause the Company and MotorCity to reasonably cooperate with respect to any Tax Claim described in this Section 7.7(e9.04(b). (c) With respect to any Tax Claim that involves any Straddle Period (other than an income Tax Claim for a Company Group with respect to which the Company is not the parent), Parent shall control the conduct of any such Tax Claim, through counsel of Parent's own choosing with participation by MRG (at MRG's expense) and Parent shall have all rights to settle, compromise and/or concede such Tax Claim unless the settlement, compromise or concession would adversely affect the Tax liability of MRG or any of its Affiliates (after giving effect to the Merger), in which event no settlement, compromise or concession shall be consummated without the written consent of MRG, which consent shall not relieve be unreasonably withheld. (d) MRG shall control the conduct, through their own counsel at their sole expense with participation by Parent (at Parent's expense), of any income Tax Claim which involves the activities of the Company for any Pre-Closing Period and any Straddle Period, and shall have all rights to settle, compromise and/or concede such Member’s obligation to use all commercially reasonable efforts to convert a Member level proceeding into a Tax Claim without the consent of the Parent unless the settlement, compromise or concession would adversely affect the Tax liability of Parent or any of its Affiliates (including the Company level proceeding as provided in Section 7.7(dany taxable year (or portion thereof) after the Closing Date), in which event no settlement, compromise or concession shall be consummated without the written consent of Parent, which consent shall not be unreasonably withheld.

Tax Audits. (a) For purposes of Code section 6231(a)(7), the “Tax Matters Partner” shall be the General Partner as long as it remains the general partner of the Partnership. The Managing Member Tax Matters Partner shall keep the Limited Partners fully informed of any inquiry, examination or proceeding, including, without limitation, promptly notifying Limited Partners of the beginning and completion of an administrative proceeding involving the Partnership promptly upon such notice being received by the Tax Matters Partner. (b) For purposes of the successor Code provisions enacted under the Bipartisan Budget Act of 2015 (and any Treasury Regulations or administrative guidance promulgated thereunder), the General Partner is hereby designated as the “tax matters partner,partnership representative” as that term is defined in Section 6231(a)(7) of the Code (the “Tax Matters Partner”), of the Company, with all of the rights, duties and powers provided for in Sections 6221 through 6234 of the Code, inclusive, provided however that in the case of a removal of the Managing Member after the occurrence of any Removal Event, the Investor shall have the right to assume the rights and duties of the Tax Matters Partner and to be designated as such. The Managing Member is hereby directed and authorized to take whatever steps it, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member shall remain as the Tax Matters Partner so long as it retains any ownership interests in the Company unless the Investor assumes the rights and duties of the Tax Matters Partner under the proviso to the first sentence of this paragraph. (b) The Tax Matters Partner, in Consultation with the other Members, shall use reasonable commercial efforts to direct the defense of any claims made by any tax authority to the extent that such claims relate to the adjustment of Company items at the Company level and, in connection therewith, shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the other Members. The Tax Matters Partner shall promptly deliver to each Member a copy of all notices, communications, reports and writings received from the IRS by the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company items, shall promptly advise each Member of the substance of any conversations with the tax authorities in connection therewith and shall keep the Members advised of all developments with respect to any proposed adjustments that come to its attention. In addition, the Tax Matters Partner shall (i) provide each Member with a draft copy of any correspondence or filing to be submitted by the Company in connection with any administrative U.S. federal income tax audit of the Partnership. The partnership representative is hereby authorized to (i) allocate any audit adjustments or judicial proceedings assessment among the Partners as it reasonably determines to be appropriate and permitted under such provisions; and (ii) make (or cause to be made) any election available to the Partnership under such provisions, including to issue amended K-1s reflecting such allocations to any person who was a Partner during the taxable year under audit. Without limiting the generality of the foregoing, to the extent any partnership-level assessment is reduced on account of the status of one or more Limited Partners (e.g., as tax-exempt entities) or a Partner’s direct payment of tax relating to the determination of Company items at the Company level reasonably in advance of adjustments resulting from such submission, (ii) consider in good faith incorporating all changes or comments to such correspondence or filing requested by any Member and (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member shall have the right to participate, at its sole cost and expense, in any such meetings or conferences. (c) The Tax Matters Partner shall not, without a Required Majority Vote, (i) except in the case of any claim by the IRS that could give rise to an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code) with respect to a federal income tax matter or appeal any adverse determination of a judicial tribunal; (ii) enter into a settlement agreement with the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid by the Company. (d) If for any reason the IRS disregards the election made by the Company pursuant to Section 7.5(c) and commences any audit or proceeding in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Companyaudit, then such Member the partnership representative shall promptly advise the other Members of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best efforts to convert the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(c). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claim. (e) If any Member intends to file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) calendar days prior to any such filing, notify the other Members of such intent, which notification must include a reasonable description of the contemplated action and the reasons for such action; provided, however, that this Section 7.7(e) shall not relieve such Member’s obligation to use all commercially reasonable efforts to convert a Member level proceeding into a Company level proceeding as provided ensure that such Partners shall not be allocated or otherwise bear the tax expense of such assessment pursuant to Section 1.2(h) of Appendix A and the other provisions of this Agreement. Actions taken and decisions made by the partnership representative shall be binding upon the Partnership and each Partner. All expenses incurred by the partnership representative in Section 7.7(d)connection with any tax audit, investigation, settlement or review shall be borne by the Partnership.

Tax Audits. (a) The Managing Member is hereby designated as the “tax matters partner,” as that term is defined in Section 6231(a)(7) of the Code (the “Tax Matters Partner”), of the Company, with all of the rights, duties and powers provided for in Sections 6221 through 6234 of the Code, inclusive, provided however that in the case of a removal of the Managing Member after the occurrence of any Removal Event, the Investor shall have the right to assume the rights and duties of the Tax Matters Partner and to be designated as such. The Managing Member is hereby directed and authorized to take whatever steps it, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member shall remain as the Tax Matters Partner so long as it retains any ownership interests in the Company unless the Investor assumes the rights and duties of the Tax Matters Partner under the proviso to the first sentence of this paragraph. (b) The Tax Matters Partner, in Consultation with the other Members, shall use reasonable commercial efforts to direct the defense of any claims made by any tax authority to the extent that such claims relate to the adjustment of Company items at the Company level and, in connection therewith, shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the other Members. The Tax Matters NewCo General Partner shall promptly deliver to each Member a copy of all notices, communications, reports and writings received from notify the IRS Transferors upon receipt by the Company NewCo General Partner or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company items, shall promptly advise each Member any Affiliate of the substance NewCo General Partner (including after the Closing, any Fund) of written notice of any conversations with the tax authorities in connection therewith and shall keep the Members advised of all developments inquiries, claims, assessments, audits or similar events with respect to any proposed adjustments that come to its attention. In addition, the Tax Matters Partner shall (i) provide each Member with a draft copy of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance of such submission, (ii) consider in good faith incorporating all changes or comments to such correspondence or filing requested by any Member and (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member shall have the right to participate, at its sole cost and expense, in any such meetings or conferences. (c) The Tax Matters Partner shall not, without a Required Majority Vote, (i) except in the case of any claim by the IRS that could give rise to an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code) with respect to a federal income tax matter or appeal any adverse determination of a judicial tribunal; (ii) enter into a settlement agreement with the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid by the Company. (d) If for any reason the IRS disregards the election made by the Company pursuant to Section 7.5(c) and commences any audit or proceeding in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, lossdeduction, deduction expense or credit of any Fund relating to any taxable period ending on or before the Closing Date or any Straddle Period or (including ii) any Taxes of any Fund relating to any such periods described in the preceding clause (i), if such inquiry, claim, assessment, audit or similar event could affect the Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members liabilities of any of the sameTransferors for such periods (any such inquiry, and such Memberclaim, assessment, audit or similar event, a "Tax Matter"). Anything to the contrary in Consultation with Article VIII hereof notwithstanding, the other Members, NewCo General Partner shall at have the expense authority to represent the interests of the Company use best efforts Funds in any Tax Matter before any Taxing Authority and shall have the right to convert control the portion of such audit defense, compromise or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(c). In the case other resolution of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expensesTax Matter, including reasonable attorneys’ feesresponding to inquiries, in contesting such claim. (e) If filing Tax Returns and contesting, defending against and resolving any Member intends to fileassessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, pursuant to Section 6227 of the Codeor relating to, a request for an administrative adjustment of any such partnership item of Tax Matter; provided that (i) the Company, or to file a petition under Sections 6226, 6228 or other Sections of NewCo General Partner shall keep the Code Transferors fully and timely infonned with respect to the commencement, status, conduct and nature of any such partnership item Tax Matter, (ii) the NewCo General Partner shall consider in good faith the Transferors' recommendations regarding the conduct of or positions taken in connection with any other tax matter involving the CompanyTax Matter, such Member shall, at least thirty and (30iii) calendar days prior to settling, compromising or entering into a final detennination with any such filingTaxing Authority with respect to NY2,11997443\O I 116T8JOI'.DOC\58399.0003 27 any Tax Matter, notify the other Members NewCo General Partner shall obtain the Transferors' approval of such intentsettlement, which notification must include a reasonable description of the contemplated action and the reasons for compromise or determination (such action; providedapproval not to be unreasonably conditioned, however, that this Section 7.7(e) shall not relieve such Member’s obligation to use all commercially reasonable efforts to convert a Member level proceeding into a Company level proceeding as provided in Section 7.7(dwithheld).

Tax Audits. (a) The Managing Member is hereby designated as the “tax matters partner,” as that term is defined in Section 6231(a)(7) of the Code (the “Tax Matters Partner”), of the Company, with all of the rights, duties and powers provided for in Sections 6221 through 6234 of the Code, inclusive, provided however that in the case of a removal of the Managing Member after the occurrence of any Removal Event, the Investor shall have the right to assume the rights and duties of the Tax Matters Partner and to be designated as such. The Managing Member is hereby directed and authorized to take whatever steps it, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member shall remain as the Tax Matters Partner so long as it retains any ownership interests in the Company unless the Investor assumes the rights and duties of the Tax Matters Partner under the proviso to the first sentence of this paragraph. (b) The Tax Matters Partner, in Consultation with the other Members, shall use reasonable commercial efforts to direct the defense of any claims made by any tax authority to the extent that such claims relate to the adjustment of Company items at the Company level and, in connection therewith, shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the other Members. The Tax Matters Partner shall promptly deliver to each Member a copy of all notices, communications, reports and writings received from the IRS by the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company items, shall promptly advise each Member of the substance of any conversations with the tax authorities in connection therewith and shall keep the Members advised of all developments with respect to any proposed adjustments that come to its attention. In addition, the Tax Matters Partner shall (i) provide each Member with a draft copy Purchaser shall promptly notify the Shareholders' Representative upon receipt by Purchaser, Tri-S or National or any Subsidiary of National of written notice of any correspondence Tax audits of or filing to be submitted by the Company in connection with proposed assessments against Tri-S, National or any administrative Subsidiary of National for taxable periods of Tri-S, National or judicial proceedings relating any Subsidiary of National ending on or prior to the determination of Company items at the Company level reasonably in advance of such submission, (ii) consider in good faith incorporating all changes or comments to such correspondence or filing requested by any Member and (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member shall have the right to participate, at its sole cost and expense, in any such meetings or conferences. (c) The Tax Matters Partner shall not, without a Required Majority Vote, (i) except in the case of any claim by the IRS that could give rise to an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code) with respect to a federal income tax matter or appeal any adverse determination of a judicial tribunal; (ii) enter into a settlement agreement with the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid by the Company. (d) If for any reason the IRS disregards the election made by the Company pursuant to Section 7.5(c) and commences any audit or proceeding in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best efforts to convert the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(c). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Closing Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claim. (e) If any Member intends to file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) calendar days prior to any such filing, notify the other Members of such intent, which notification must include a reasonable description of the contemplated action and the reasons for such action; provided, however, that this Section 7.7(e) the failure of Purchaser to give the -------- ------- Shareholders' Representative prompt notice as required herein shall not relieve the Shareholders or Mrs. Clark of any of its obligations to pay such Member’s obligation Taxes except axx xx xxx extent that the Shareholders or Mrs. Clark are actually and materially prejudiced thereby. Purchasex xxxll have the right to use all commercially reasonable efforts represent Tri-S's, National's or any Subsidiary of National's interests in any such Tax audit or administrative or court proceeding and to convert employ counsel of its choice; provided, that Purchaser may not agree to a Member level settlement or -------- compromise thereof without the prior consent of the Shareholders which consent will not be unreasonably withheld. The Shareholders and Mrs. Clark agree that they will cooperate fully with Purchaser xxx xxx xxunsel in the defense against or compromise of any claim in any said audit or proceeding. (ii) The Shareholders' Representative shall promptly notify Purchaser upon receipt by the Shareholders or Mrs. Clark of written notice of any Tax audit or proposed assesxxxxx xx xther proposed change or adjustment which may affect Tri-S, National or any Subsidiary of National or its Tax attributes. The Shareholders' Representative shall keep Purchaser duly informed of the progress thereof and, if the results of such Tax audit or proceeding into may have an adverse effect on Tri-S, National or any Subsidiary of National, Purchaser or its Affiliates for any taxable period including or ending after the Closing Date, then the Shareholders or Mrs. Clark may not agree to a Company level proceeding as provided in Section 7.7(d)settlement or compromise thereof xxxxxxx Xxrchaser's consent, which consent will not be unreasonably withheld.

Tax Audits. (a) The Managing Member is hereby designated as the “tax matters partner,” as that term is defined in Section 6231(a)(7) of the Code (the “Tax Matters Partner”), of the Company, with all of the rights, duties and powers provided for in Sections 6221 through 6234 of the Code, inclusive, provided however that in the case of a removal of the Managing Member after the occurrence of Notwithstanding any Removal Event, the Investor shall have the right to assume the rights and duties of the Tax Matters Partner and to be designated as such. The Managing Member is hereby directed and authorized to take whatever steps it, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member shall remain as the Tax Matters Partner so long as it retains any ownership interests in the Company unless the Investor assumes the rights and duties of the Tax Matters Partner under the proviso to the first sentence provision of this paragraph. (b) The Tax Matters PartnerAgreement, in Consultation with the other Members, shall use reasonable commercial efforts to direct the defense of any claims made by any tax authority to the extent that such claims relate to the adjustment of Company items at the Company level and, in connection therewith, shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the other Members. The Tax Matters Partner shall promptly deliver to each Member a copy of all notices, communications, reports and writings received from the IRS by the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company items, shall promptly advise each Member of the substance of any conversations with the tax authorities in connection therewith and shall keep the Members advised of all developments with respect to any proposed adjustments that come to its attention. In additionclaim, the Tax Matters Partner shall (i) provide each Member with a draft copy of any correspondence audit, examination, or filing to be submitted by the Company in connection with any administrative or judicial proceedings court proceeding relating to the determination of Company items at the Company level reasonably in advance of such submission, (ii) consider in good faith incorporating all changes any audits or comments to such correspondence assessments or filing requested other disputes regarding any Tax Return filed by any Member and (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member shall have the right to participate, at its sole cost and expense, in any such meetings or conferences. (c) The Tax Matters Partner shall not, without a Required Majority Vote, (i) except in the case of any claim by the IRS that could give rise to an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code) with respect to a federal income tax matter or appeal any adverse determination of a judicial tribunal; (ii) enter into a settlement agreement with the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid by the Company. (d) If for any reason the IRS disregards the election made by the Company pursuant to Section 7.5(c) and commences any audit or proceeding in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by includes the Company, then such Member shall promptly advise the other Members of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best efforts to convert the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(c). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level Subsidiary of the Company, the Company Xxxxxx Xxxxxxx, the HEP Blocker or the Siguler Blocker, with respect to any Pre-Closing Tax Period (“Tax Proceeding”), as the case may be, (a) the Representative shall reimburse have the Investor for all reasonable costs right in its discretion and expensesat its expense to elect to represent the interests of the Company, including reasonable attorneys’ feesthe Xxxxxx Xxxxxxx, and the Sellers with respect to any Tax Proceeding, (b) HEP shall have the right in its discretion and at its expense to elect to represent the interests of HEP Blocker with respect to any Tax Proceeding, and (c) Siguler shall have the right in its discretion and at its expense to elect to represent the interests of Siguler Blocker with respect to any Tax Proceeding. Buyer shall promptly notify the Representative, HEP, or Siguler, as applicable, in contesting such claim. (e) If writing upon receiving notice from any Member intends to file, pursuant to Section 6227 taxing authority of the Code, a request for an administrative adjustment commencement of any such partnership item Tax Proceeding regarding any Tax Return filed by or with respect to the Company, any Subsidiary of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code Blockers with respect to any tax periods that end on or before the Closing Date, and Buyer shall take all action commercially reasonably necessary (including providing a power of attorney) to enable the Representative, HEP, or Siguler, as applicable, to exercise its control rights as set forth in this Section 11G. provided , however , that the failure to give notice as provided in this Section 11G shall not affect Buyer’s right to indemnification under this Agreement except to the extent Sellers shall have been prejudiced by such partnership item failure. Further, if the Representative or any other tax matter involving a Seller Party assumes the Companydefense of a Tax Proceeding, such Member shallparty shall agree prior thereto, at least thirty (30) calendar days prior in writing, that it is liable under this Agreement to any such filing, notify indemnify the other Members Buyer Indemnified Parties in accordance with the terms contained herein in respect of such intent, which notification must include a reasonable description of Tax Proceeding (subject to the contemplated action limitations and the reasons for other terms and conditions set forth herein) and shall conduct such actiondefense diligently; provided, however, that this Section 7.7(e) the Representative or applicable Seller Party shall not relieve such Member’s obligation without the written consent of the Buyer (which shall not be unreasonably withheld, conditioned or delayed) consent to use all commercially reasonable efforts the entry of any judgment or enter into any settlement with respect to convert a Member level proceeding into a Company level proceeding as provided any Tax Proceeding which (x) results in Section 7.7(d)an increase of or has the effect of increasing any Tax liability of any of the Buyer Indemnified Parties or their Affiliates following the Closing Date or (z) the Losses resulting therefrom are not fully indemnified for by the Sellers.

Tax Audits. (ai) The Managing CRI shall be the Company's tax matters Member is hereby designated (the "Tax Matters Member") with respect to federal income tax audits. If at any time the Tax Matters Member cannot or elects not to serve as the “tax matters partner,” as that term is defined in Section 6231(a)(7) of the Code (the “Tax Matters Partner”)Member, is removed by the Members as the Tax Matters Member or ceases to be a Member, a Majority Interest shall select another Member to be the Tax Matters Member. The Tax Matters Member, as an authorized representative of the Company, with all of the rights, duties and powers provided for in Sections 6221 through 6234 of the Code, inclusive, provided however that in the case of a removal of the Managing Member after the occurrence of any Removal Event, the Investor shall have the right to assume the rights and duties of the Tax Matters Partner and to be designated as such. The Managing Member is hereby directed and authorized to take whatever steps it, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member shall remain as the Tax Matters Partner so long as it retains any ownership interests in the Company unless the Investor assumes the rights and duties of the Tax Matters Partner under the proviso to the first sentence of this paragraph. (b) The Tax Matters Partner, in Consultation with the other Members, shall use reasonable commercial efforts to direct the defense of any claims made by any tax authority the IRS to the extent that such claims relate to the adjustment of Company items at the Company level and, in connection therewith, shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the other Memberslevel. The Tax Matters Partner Member shall promptly deliver to each Member a copy of any notice of beginning of administrative proceedings or any report explaining the reasons for a proposed adjustment received from the IRS relating to or potentially resulting in an adjustment of Company items. The Tax Matters Member shall, unless a Majority Interest consents to the contrary, diligently and in good faith contest any proposed adjustment of a Company item that principally affects the Members at the administrative and judicial levels, including, if appropriate or if requested by a Majority Interest, appealing any adverse judicial decision, and shall consider in good faith any suggestions made by any Member or its counsel regarding the conduct of such administrative or judicial proceedings. The Tax Matters Member shall keep each Member advised of all material developments with respect to any proposed adjustment that come to its attention, including, without limitation, the scheduling of all conferences and substantive telephone calls with the IRS. Each Member shall be entitled, at its own expense, to attend all meetings with the IRS and to review in advance any material written information (including, without limitation, any pleadings, memoranda or similar items) to be submitted to the IRS. Without first obtaining the consent of a Majority Interest, the Tax Matters Member shall not, with respect to any proposed adjustment of a Company item that materially and adversely affects any Member, (A) enter into a settlement agreement that purports to bind Members other than the Tax Matters Member (including, without limitation, any stipulation consenting to an entry of decision by any tax court), or (B) enter into an agreement or stipulation extending the statute of limitations. (ii) The Company shall promptly deliver to each Member a copy of all notices, communications, reports and or writings of any kind with respect to income or similar taxes received from the IRS by any state or local taxing authority relating to the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company itemsthat might materially and adversely affect each Member, shall promptly advise each Member of the substance of any conversations with the tax authorities in connection therewith and shall keep the such Members advised of all material developments with respect to any proposed adjustments adjustment of Company items that come to its attention. In addition, the Tax Matters Partner shall (i) provide each Member with a draft copy of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance of such submission, (ii) consider in good faith incorporating all changes or comments to such correspondence or filing requested by any Member and . (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Each Member shall continue to have the right to participate, at its sole cost and expense, rights described in any such meetings or conferences. (c) The Tax Matters Partner shall not, without a Required Majority Vote, (i) except in the case of any claim by the IRS that could give rise to an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code22(d) with respect to tax matters relating to any period during which it was a federal income tax matter Member, whether or appeal any adverse determination of not it is a judicial tribunal; (ii) enter into a settlement agreement with Member at the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) time of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid by the Company. (d) If for any reason the IRS disregards the election made by the Company pursuant to Section 7.5(c) and commences any tax audit or proceeding in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best efforts to convert the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(c). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claimcontest. (e) If any Member intends to file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) calendar days prior to any such filing, notify the other Members of such intent, which notification must include a reasonable description of the contemplated action and the reasons for such action; provided, however, that this Section 7.7(e) shall not relieve such Member’s obligation to use all commercially reasonable efforts to convert a Member level proceeding into a Company level proceeding as provided in Section 7.7(d).

Tax Audits. (a) The Managing Class B Member is hereby designated as the initial “tax matters partnerpartnership representative,” as that term is defined used in Section 6231(a)(7) 6223 of the Code (the “Tax Matters PartnerPartnership Representative”), of the Company, with all of the rights, duties and powers provided for in Sections 6221 through 6234 6241 of the Code, inclusive, provided however that in the case of a removal of the Managing Member after the occurrence of any Removal Event, the Investor shall have the right to assume the rights and duties of the Tax Matters Partner and to be designated as such. The Managing Class B Member is hereby directed and authorized to take whatever steps itthe Class B Member, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS and IRS, taking such other action as may from time to time be required under the Treasury Regulations. The Managing Class B Member shall remain as the Tax Matters Partner Partnership Representative so long as it remains a Member and retains any ownership interests in the Company unless the Investor assumes Class B Member requests that it not serve as Partnership Representative and such request is approved by a Class Majority Vote, or if the rights other Members reasonably determines to remove the Partnership Representative for fraud or willful misconduct and duties appoint a replacement. Notwithstanding anything to the contrary herein, at the option of the Tax Matters Partner under Class B Member, the proviso Class A Member shall serve as the Partnership Representative with respect to any audit or similar proceeding relating solely to the first sentence of this paragraphExisting Systems. (b) The Tax Matters PartnerPartnership Representative, in Consultation with the other Members, shall use reasonable commercial efforts to direct the defense of any claims made by any tax authority the IRS to the extent that such claims relate to the adjustment of Company items at the Company level andlevel, except that the strategy to be taken in connection therewithwith any such defense and the selection of counsel shall be approved by the Member most likely to be impacted by the outcome of the audit (for example, if the matter at issue is primarily the New Systems, the Class B Member shall directly assist with the oversight of the defense). The Partnership Representative shall cause the Company to retain and to pay the fees and expenses of counsel approved as described in the preceding sentence and to pay the fees and expenses of other advisors chosen by the Tax Matters Partner Partnership Representative in Consultation with the other Members. The Tax Matters Partner Partnership Representative shall promptly deliver to each Member a copy of all notices, communications, reports and writings received from the IRS by the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company items, shall promptly advise each Member of the substance of any conversations with the tax authorities IRS in connection therewith and shall keep the Members advised of all developments with respect to any proposed adjustments that come to its attention. In addition, the Tax Matters Partner Partnership Representative shall (iA) provide each Member with a draft copy of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance of such submission, (iiB) consider in good faith incorporating all reasonable changes or comments to such correspondence or filing requested by any Member and (iiiC) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner Partnership Representative will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member shall have the right to participate, at its sole cost and expense, in any such meetings or conferences. (c) The Tax Matters Partner . Without the consent of the other Members, if such action would have a disproportionate material adverse effect upon any of the other Members, the Partnership Representative shall not, without a Required Majority Vote, not (i) except in the case of any claim by the IRS that could give rise to an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code) with respect to a federal income tax matter or appeal any adverse determination of a judicial tribunal; (ii) enter into a settlement agreement with the IRS which purports to bind the MembersIRS; (iii) intervene in file any action as request contemplated by Section 6226(b) 6227 of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B6235(b) of Code; or (v) file any election pursuant to Section 6221(b) of the Code. Notwithstanding anything in this Agreement to the contrary, in the event the Company receives a notice of final partnership adjustment under Section 6231 of the Code, the Company shall make, and the Partnership Representative is hereby authorized and directed to make on behalf of the Company, the election described in Section 6226 of the Code, unless otherwise agreed by all of the Members in writing. (c) Any cost or expense incurred by the Tax Matters Partner Partnership Representative in connection with its duties as Tax Matters Partner Partnership Representative and shall be paid by the CompanyCompany and shall be an expense described in Section 5.1(a)(vii) and Section 5.1(b)(v). (d) If for Notwithstanding anything to the contrary in this Section 7.7, Southern shall have the right to control any reason administrative or judicial proceedings relating to the IRS disregards the election made by the Company pursuant to Section 7.5(c) and commences any audit or proceeding in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members amount of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best efforts to convert the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(c). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claim. (e) If any Member intends to file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code ITC with respect to investments in the New Systems or the eligibility of such investments for the ITC, and the Partnership Representative shall act as directed by Southern in connection with any such partnership item or any other tax matter involving the Companyproceeding, such Member shall, at least thirty (30) calendar days prior to any such filing, notify the other Members of such intent, which notification must include a reasonable description of the contemplated action and the reasons for Class A Member shall have no right to participate in such action; provided, however, that this Section 7.7(e) shall not relieve such Member’s obligation proceedings except to use all commercially reasonable efforts to convert a Member level proceeding into a Company level proceeding as the extent provided in Section 7.7(d)the ECCA.

Tax Audits. (a) The Managing Member If any written claim or demand for indemnified Taxes in respect of which indemnity may be sought pursuant to Article X and this Article XI is hereby designated asserted against Parent, any of its Affiliates or, effective upon the Closing, the Company or any Company Subsidiary, Parent and the Stockholder Representative shall notify the other of such claim or demand within ten (10) days of receipt thereof and each of them shall give the other such information with respect thereto as the “tax matters partner,” as that term is defined in Section 6231(a)(7) any of them may reasonably request of the Code other. Stockholder Representative shall assume and control at its own expense, and Parent shall take all steps reasonably requested by Stockholder Representative in order to fully effectuate Stockholder Representative’s assumption and control of, the conduct of any contest or proceeding (including, without limitation, a Tax audit) relating to Taxes for which indemnification may be sought from the “Tax Matters Partner”)Securityholders under Article X and this Article XI; provided that the Stockholder Representative shall not settle any such contest or proceeding in a manner that would adversely affect the Parent, of the Company, with all of the rights, duties and powers provided for Company or any Company Subsidiary in Sections 6221 through 6234 of the Code, inclusive, provided however that in the case of a removal of the Managing Member taxable period ending after the occurrence of any Removal EventClosing Date without Parent’s prior written consent, the Investor which shall not be unreasonably withheld. Parent shall have the right right, but not the duty, to assume participate in such contest or proceeding at its own expense. Stockholder Representative shall not be liable under this Article XI for any amount arising out of a contest or proceeding of which Parent failed to notify the rights and duties of the Tax Matters Partner and to be designated Stockholder Representative as such. The Managing Member is hereby directed and authorized to take whatever steps it, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member shall remain as the Tax Matters Partner so long as it retains any ownership interests in the Company unless the Investor assumes the rights and duties of the Tax Matters Partner under the proviso this Article XI to the first sentence extent that the Stockholder Representative can demonstrate actual loss and prejudice as a result of this paragraphsuch failure. (b) The Tax Matters PartnerIf a Taxing Authority makes an adjustment which increases the obligations of Securityholders and Stockholder Representative under Section 11.2 and (i) the Securityholders pay the increased amount pursuant to this Agreement, and (ii) the adjustment results in Consultation with a decrease in the other MembersTaxes of the Parent, its Affiliates, the Company or the Company Subsidiaries in any taxable period beginning after the Closing Date, Parent shall use reasonable commercial efforts be obligated to direct make a payment or payments to the defense Stockholder Representative in an amount equal to the lesser of (x) the amounts paid by the Stockholder Representative pursuant to Section 11.1 and (y) the amount of the reduction in the Taxes of the Parent, its Affiliates, the Company or the Company Subsidiaries. If a Taxing Authority makes an adjustment which decreases the obligations of Securityholders and Stockholder Representative under Section 11.2 or results in a refund or credit which is payable to the Stockholder Representative under Section 11.5 and the adjustment results in an increase in the Taxes of the Parent, its Affiliates, the Company or the Company Subsidiaries in any claims taxable period beginning after the Closing Date, the Stockholder Representative shall be obligated to make a payment or payments to the Parent in an amount equal to the lesser of (x) the decrease in the amounts paid by the Stockholder Representative pursuant to Section 11.2 or the amount of the refund or credit payable to the Stockholder Representative under Section 11.5, as the case may be, as a result of the adjustment; or (y) the amount of the increase in the Taxes of the Parent, its Affiliates, the Company or the Company Subsidiaries. Any such payment or payments shall be made by the Parent or the Stockholder Representative, as the case may be, within thirty (30) days of the date that any tax authority Tax refund is received with respect to any amended Tax Returns or the date that the Tax Return evidencing such reduction or increase is due with respect to current and future Tax Returns. Parent shall file any amended Tax Returns reasonably necessary to obtain the allowable amount of the reduction in its Tax Liability, except to the extent that such claims relate to the adjustment of Company items at the Company level andParent, in connection therewithits Affiliates, shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the other Members. The Tax Matters Partner shall promptly deliver to each Member a copy of all notices, communications, reports and writings received from the IRS by the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company items, shall promptly advise each Member of the substance of any conversations with the tax authorities in connection therewith and shall keep the Members advised of all developments with respect to any proposed adjustments that come to its attention. In addition, the Tax Matters Partner shall (i) provide each Member with a draft copy of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance of such submission, (ii) consider in good faith incorporating all changes or comments to such correspondence or filing requested by any Member and (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member shall have the right to participate, at its sole cost and expense, in any such meetings or conferences. (c) The Tax Matters Partner shall not, without a Required Majority Vote, (i) except in the case of any claim by the IRS that could give rise to an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code) with respect to a federal income tax matter or appeal any adverse determination of a judicial tribunal; (ii) enter into a settlement agreement with the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid by the Company. (d) If for any reason the IRS disregards the election made by the Company pursuant to Section 7.5(c) and commences any audit or proceeding in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best efforts to convert the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(c). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claim. (e) If any Member intends to file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of any Company Subsidiary would be adversely affected by the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) calendar days prior to any such filing, notify the other Members filing of such intent, which notification must include a reasonable description of the contemplated action and the reasons for such action; provided, however, that this Section 7.7(e) shall not relieve such Member’s obligation to use all commercially reasonable efforts to convert a Member level proceeding into a Company level proceeding as provided in Section 7.7(d)amended Tax Return.

Tax Audits. (ai) The Managing Member (i) From the date hereof until such time as the Company is hereby designated as owned by more than one Member, this Subsection 22(c) shall be inapplicable. From and after the date on which the Company is owned by more than one Member, Refco Group Holdings, Inc. shall be the “tax matters partner,” as that term is defined in of the Company pursuant to Section 6231(a)(7623l(a)(7) of the Code (the “Tax Matters PartnerMember”). Any cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (ii) If at any time the Tax Matters Member cannot or elects not to serve as the Tax Matters Member, is removed by the Members as the Tax Matters Member or ceases to be a Member, the Majority Interest shall select another Member to be the Tax Matters Member. The Tax Matters Member, as an authorized representative of the Company, with all of the rights, duties and powers provided for in Sections 6221 through 6234 of the Code, inclusive, provided however that in the case of a removal of the Managing Member after the occurrence of any Removal Event, the Investor shall have the right to assume the rights and duties of the Tax Matters Partner and to be designated as such. The Managing Member is hereby directed and authorized to take whatever steps it, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member shall remain as the Tax Matters Partner so long as it retains any ownership interests in the Company unless the Investor assumes the rights and duties of the Tax Matters Partner under the proviso to the first sentence of this paragraph. (b) The Tax Matters Partner, in Consultation with the other Members, shall use reasonable commercial efforts to direct the defense of any claims made by any tax authority the IRS to the extent that such claims relate to the adjustment of Company items at the Company level and, in connection therewith, shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the other Memberslevel. The Tax Matters Partner Member shall promptly deliver to each Member a copy of any notice of beginning of administrative proceedings or any report explaining the reasons for a proposed adjustment received from the IRS relating to or potentially resulting in an adjustment of Company items. The Tax Matters Member shall, unless the Majority Interest consents to the contrary, diligently and in good faith contest any proposed adjustment of a Company item that principally affects the Members at the administrative and judicial levels, including, if appropriate or if requested by the Majority Interest, appealing any adverse judicial decision, and shall consider in good faith any suggestions made by any Member or its counsel regarding the conduct of such administrative or judicial proceedings. The Tax Matters Member shall keep each Member advised of all material developments with respect to any proposed adjustment that come to its attention, including, without limitation, the scheduling of all conferences and substantive telephone calls with the IRS. Each Member shall be entitled, at its own expense, to attend all meetings with the IRS and to review in advance any material written information (including, without limitation, any pleadings, memoranda or similar items) to be submitted to the IRS. Without first obtaining the consent of the Majority Interest, the Tax Matters Member shall not, with respect to any proposed adjustment of a Company item that materially and adversely affects any Member, (A) enter into a settlement agreement that purports to bind Members other than the Tax Matters Member (including, without limitation, any stipulation consenting to an entry of decision by any tax court), or (B) enter into an agreement or stipulation extending the statute of limitations. (iii) The Company shall promptly deliver to each Member a copy of all notices, communications, reports and or writings of any kind with respect to income or similar taxes received from the IRS by any state or local taxing authority relating to the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company itemsthat might materially and adversely affect each Member, shall promptly advise each Member of the substance of any conversations with the tax authorities in connection therewith and shall keep the such Members advised of all material developments with respect to any proposed adjustments adjustment of Company items that come to its attention. In addition, the Tax Matters Partner shall (i) provide each Member with a draft copy of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance of such submission, (ii) consider in good faith incorporating all changes or comments to such correspondence or filing requested by any Member and (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member shall have the right to participate, at its sole cost and expense, in any such meetings or conferences. (civ) The Tax Matters Partner Each Member shall not, without a Required Majority Vote, (i) except continue to have the rights described in the case of any claim by the IRS that could give rise to an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code22(c) with respect to tax matters relating to any period during which it was a federal income tax matter Member, whether or appeal any adverse determination of not it is a judicial tribunal; (ii) enter into a settlement agreement with Member at the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) time of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid by the Company. (d) If for any reason the IRS disregards the election made by the Company pursuant to Section 7.5(c) and commences any tax audit or proceeding in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best efforts to convert the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(c). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claimcontest. (e) If any Member intends to file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) calendar days prior to any such filing, notify the other Members of such intent, which notification must include a reasonable description of the contemplated action and the reasons for such action; provided, however, that this Section 7.7(e) shall not relieve such Member’s obligation to use all commercially reasonable efforts to convert a Member level proceeding into a Company level proceeding as provided in Section 7.7(d).

Tax Audits. (ai) The Managing Member From the date hereof until such time as the Company is hereby designated as owned by more than one Member, this Subsection 22(c) shall be inapplicable. From and after the date on which the Company is owned by more than one Member, Refco Group Holdings, Inc. shall be the “tax matters partner,” as that term is defined in of the Company pursuant to Section 6231(a)(7) of the Code (the “Tax Matters PartnerMember”). Any cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (ii) If at any time the Tax Matters Member cannot or elects not to serve as the Tax Matters Member, is removed by the Members as the Tax Matters Member or ceases to be a Member, the Majority Interest shall select another Member to be the Tax Matters Member. The Tax Matters Member, as an authorized representative of the Company, with all of the rights, duties and powers provided for in Sections 6221 through 6234 of the Code, inclusive, provided however that in the case of a removal of the Managing Member after the occurrence of any Removal Event, the Investor shall have the right to assume the rights and duties of the Tax Matters Partner and to be designated as such. The Managing Member is hereby directed and authorized to take whatever steps it, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member shall remain as the Tax Matters Partner so long as it retains any ownership interests in the Company unless the Investor assumes the rights and duties of the Tax Matters Partner under the proviso to the first sentence of this paragraph. (b) The Tax Matters Partner, in Consultation with the other Members, shall use reasonable commercial efforts to direct the defense of any claims made by any tax authority the IRS to the extent that such claims relate to the adjustment of Company items at the Company level and, in connection therewith, shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the other Memberslevel. The Tax Matters Partner Member shall promptly deliver to each Member a copy of any notice of beginning of administrative proceedings or any report explaining the reasons for a proposed adjustment received from the IRS relating to or potentially resulting in an adjustment of Company items. The Tax Matters Member shall, unless the Majority Interest consents to the contrary, diligently and in good faith contest any proposed adjustment of a Company item that principally affects the Members at the administrative and judicial levels, including, if appropriate or if requested by the Majority Interest, appealing any adverse judicial decision, and shall consider in good faith any suggestions made by any Member or its counsel regarding the conduct of such administrative or judicial proceedings. The Tax Matters Member shall keep each Member advised of all material developments with respect to any proposed adjustment that comes to its attention, including, without limitation, the scheduling of all conferences and substantive telephone calls with the IRS. Each Member shall be entitled, at its own expense, to attend all meetings with the IRS and to review in advance any material written information (including, without limitation, any pleadings, memoranda or similar items) to be submitted to the IRS. Without first obtaining the consent of the Majority Interest, the Tax Matters Member shall not, with respect to any proposed adjustment of a Company item that materially and adversely affects any Member, (A) enter into a settlement agreement that purports to bind Members other than the Tax Matters Member (including, without limitation, any stipulation consenting to an entry of decision by any tax court), or (B) enter into an agreement or stipulation extending the statute of limitations. (iii) The Company shall promptly deliver to each Member a copy of all notices, communications, reports and or writings of any kind with respect to income or similar taxes received from the IRS by any state or local taxing authority relating to the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company itemsthat might materially and adversely affect each Member, shall promptly advise each Member of the substance of any conversations with the tax authorities in connection therewith and shall keep the such Members advised of all material developments with respect to any proposed adjustments adjustment of Company items that come to its attention. In addition, the Tax Matters Partner shall (i) provide each Member with a draft copy of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance of such submission, (ii) consider in good faith incorporating all changes or comments to such correspondence or filing requested by any Member and (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member shall have the right to participate, at its sole cost and expense, in any such meetings or conferences. (civ) The Tax Matters Partner Each Member shall not, without a Required Majority Vote, (i) except continue to have the rights described in the case of any claim by the IRS that could give rise to an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code22(c) with respect to tax matters relating to any period during which it was a federal income tax matter Member, whether or appeal any adverse determination of not it is a judicial tribunal; (ii) enter into a settlement agreement with Member at the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) time of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid by the Company. (d) If for any reason the IRS disregards the election made by the Company pursuant to Section 7.5(c) and commences any tax audit or proceeding in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best efforts to convert the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(c). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claimcontest. (e) If any Member intends to file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) calendar days prior to any such filing, notify the other Members of such intent, which notification must include a reasonable description of the contemplated action and the reasons for such action; provided, however, that this Section 7.7(e) shall not relieve such Member’s obligation to use all commercially reasonable efforts to convert a Member level proceeding into a Company level proceeding as provided in Section 7.7(d).

Tax Audits. (ai) The Managing Member is hereby designated as the “tax matters partner,” as that term is defined in Section 6231(a)(7) of the Code (the “Tax Matters Partner”), of the Company, with all of the rights, duties and powers provided for in Sections 6221 through 6234 of the Code, inclusive, provided however that in the case of a removal of the Managing Member after the occurrence If any party becomes aware of any Removal Eventfact or circumstance which would be reasonably likely to give rise to a breach of representation or warranty in relation to Taxes by Seller, the Investor shall have the right to assume the rights and duties of the Tax Matters Partner and to be designated as such. The Managing Member is hereby directed and authorized to take whatever steps it, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member shall remain as the Tax Matters Partner so long as it retains any ownership interests in the Company unless the Investor assumes the rights and duties of the Tax Matters Partner under the proviso to the first sentence of this paragraph. (b) The Tax Matters Partner, in Consultation with the other Members, shall use reasonable commercial efforts to direct the defense notice of any claims made by any tax authority Legal Proceeding with respect to the extent that such claims relate to the adjustment Taxes of Company items at the Company level and, in connection therewith, shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the other Members. The Tax Matters Partner shall promptly deliver to each Member a copy of all notices, communications, reports and writings received from the IRS by the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company items, shall promptly advise each Member any of the substance of any conversations with the tax authorities in connection therewith and shall keep the Members advised of all developments with respect to any proposed adjustments that come to its attention. In addition, the Tax Matters Partner shall (i) provide each Member with a draft copy of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance of such submission, (ii) consider in good faith incorporating all changes or comments to such correspondence or filing requested by any Member and (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member shall have the right to participate, at its sole cost and expense, in any such meetings or conferences. (c) The Tax Matters Partner shall not, without a Required Majority Vote, (i) except in the case of any claim by the IRS that could give rise to an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits Acquired Subsidiaries (a “"Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(aClaim") or Section 6228 of the Code) with respect to a federal income tax matter or appeal any adverse determination of a judicial tribunal; (ii) enter into a settlement agreement with the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid received by either party for which the Company. (d) If for any reason the IRS disregards the election made by the Company pursuant to Section 7.5(c) and commences any audit or proceeding in which it makes a claim, or proposes to make a claim, against any Member that could other party may reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best efforts to convert the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company be liable pursuant to Section 7.5(c9.7(a). In , the notified party (or the aware party, as the case of any may be) shall notify such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful other party in converting the portion writing of such audit Tax Claim (or proceeding that relates to such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claim. (e) If any Member intends to file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of any such partnership item of the Company, fact or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) calendar days prior to any such filing, notify the other Members of such intent, which notification must include a reasonable description of the contemplated action and the reasons for such actioncircumstance); provided, however, that this Section 7.7(e) the failure of the notified party to give the other party notice as provided herein shall not relieve such Member’s obligation failing party of its obligations under this Section 9.7 except to use all commercially reasonable efforts the extent that the other party is prejudiced thereby. (ii) Purchaser shall have the right, at the expense of Seller to convert a Member level proceeding into a the extent such Tax Claim is subject to indemnification by Seller pursuant to Section 9.7(a) hereof, to represent the interests of the Company level proceeding as provided and the Acquired Subsidiaries in any Tax Claim (other than Tax Claims arising out of Tax Returns referred to in Section 7.7(d9.7(b)(i)), provided that with respect to a Tax Claim relating exclusively to taxable periods ending on or before the Closing Date, Purchaser shall not settle such claim without the consent of Seller, which consent shall not be unreasonably withheld. (iii) Purchaser shall, or shall cause the Company to, take such action as reasonably requested in writing by Seller to avoid, dispute, resist, appeal, compromise or defend any claim or action relating to a Tax Claim and any adjudication in respect thereof; provided that the foregoing shall be at Seller's sole expense and Purchaser, the Company and the Acquired Subsidiaries shall cooperate, but incur no out-of-pocket expenses incurred in connection with any such request; and provided further, that if the results of such Tax Claim involves an issue that recurs in taxable periods of the Company or any Acquired Subsidiary that recurs in taxable periods of the Company or any Acquired Subsidiary ending after the Closing Date or otherwise could adversely affect Purchaser, Company or any of their respective Affiliates for any taxable period ending after the Closing Date, then (A) Seller and Purchaser shall jointly control the defense and settlement of any such Tax Claim at each party's own expense, and (B) there shall be no settlement with respect thereto without the consent of the other party, which consent will not be unreasonably withheld.

Tax Audits. (ai) The Managing If the Company receives any claim, demand, assessment or other assertion with respect to the manner of allocating liabilities amongst the partners or that could result in the Protected Member is hereby designated as the being allocated any Built-In Gain (a “tax matters partner,” as that term is defined in Section 6231(a)(7) of the Code (the “Company Tax Matters PartnerAudit”), of the Company, with all of the rights, duties and powers provided for in Sections 6221 through 6234 of the Code, inclusive, provided however that in the case of a removal of the Managing Member after the occurrence of any Removal Event, the Investor shall have the right to assume the rights and duties of the Tax Matters Partner and to be designated as such. The Managing Member is hereby directed and authorized to take whatever steps it, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member shall remain as the Tax Matters Partner so long as it retains any ownership interests in the Company unless the Investor assumes the rights and duties of the Tax Matters Partner under the proviso shall provide notice to the first sentence of this paragraph. (b) The Tax Matters PartnerProtected Member, in Consultation with and the other Members, shall use reasonable commercial efforts to direct the defense of any claims made by any tax authority to the extent that such claims relate to the adjustment of Company items at the Company level and, in connection therewith, shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the other Members. The Tax Matters Partner shall promptly deliver to each Member a copy of all notices, communications, reports and writings received from the IRS by the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company items, shall promptly advise each Member of the substance of any conversations with the tax authorities in connection therewith and shall keep the Members advised of all developments with respect to any proposed adjustments that come to its attention. In addition, the Tax Matters Partner shall (i) provide each Member with a draft copy of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance of such submission, (ii) consider in good faith incorporating all changes or comments to such correspondence or filing requested by any Member and (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Protected Member shall have the right to participateparticipate in such Company Tax Audit solely with respect to such matters, at its sole cost and expense, in the Company shall not settle the applicable portion of any such meetings Company Tax Audit without the consent of the Protected Member (such consent not to be unreasonably withheld, conditioned or conferencesdelayed). (cii) The If the Protected Member receives any claim, demand, assessment or other assertion that could result in a tax liability giving rise to an indemnification obligation by Blackstone under Section 3(a) (a “Protected Member Tax Matters Partner Audit” or Company Tax Audit herein referred to as a “Tax Audit”), the Protected Member shall notprovide notice to the Company and Blackstone, and Blackstone shall have the right to participate in such claim, demand, assessment or other contest to the extent of the applicable portion that could result in an obligation of Blackstone under this Agreement, and the Protected Member shall not settle the applicable portion of any such claim, demand, assessment or other contest without the consent of Blackstone, such consent not to be unreasonably withheld, conditioned or delayed. (iii) Notwithstanding anything to the contrary herein, if any Tax Audit causes a Required Majority Votechange in the amount owed by Blackstone to the Protected Member pursuant to this Agreement, then (i) except if there is an increase in the case amount owed by Blackstone to the Protected Member, Blackstone shall pay to the Protected Member any incremental amount of any claim by the IRS that could give rise to an indemnity claim under this Agreement damages resulting from such increase, or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code) with respect to a federal income tax matter or appeal any adverse determination of a judicial tribunal; (ii) enter into if there is a settlement agreement with the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except decrease in the case amount owed by Blackstone to the Protected Member, the Protected Member shall pay to Blackstone any incremental decrease in the amount of a Tax Loss Contestdamages previously paid to the Protected Member, enter into an agreement extending the period of limitations in each case, as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid by the Company. (d) If for any reason the IRS disregards the election made by the Company calculated pursuant to Section 7.5(c) and commences any audit or proceeding in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best efforts to convert the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(c). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claim. (e) If any Member intends to file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) calendar days prior to any such filing, notify the other Members of such intent, which notification must include a reasonable description of the contemplated action and the reasons for such action; provided, however, that this Section 7.7(e) shall not relieve such Member’s obligation to use all commercially reasonable efforts to convert a Member level proceeding into a Company level proceeding as provided in Section 7.7(d3(a).

Tax Audits. (ai) The Managing Holdings shall be the Company's tax matters Member is hereby designated (the "Tax Matters Member") with respect to federal income tax audits. If at any time the Tax Matters Member cannot or elects not to serve as the “tax matters partner,” as that term is defined in Section 6231(a)(7) of the Code (the “Tax Matters Partner”)Member, is removed by the Members as the Tax Matters Member or ceases to be a Member, a Majority Interest shall select another Member to be the Tax Matters Member. The Tax Matters Member, as an authorized representative of the Company, with all of the rights, duties and powers provided for in Sections 6221 through 6234 of the Code, inclusive, provided however that in the case of a removal of the Managing Member after the occurrence of any Removal Event, the Investor shall have the right to assume the rights and duties of the Tax Matters Partner and to be designated as such. The Managing Member is hereby directed and authorized to take whatever steps it, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member shall remain as the Tax Matters Partner so long as it retains any ownership interests in the Company unless the Investor assumes the rights and duties of the Tax Matters Partner under the proviso to the first sentence of this paragraph. (b) The Tax Matters Partner, in Consultation with the other Members, shall use reasonable commercial efforts to direct the defense of any claims made by any tax authority the IRS to the extent that such claims relate to the adjustment of Company items at the Company level and, in connection therewith, shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the other Memberslevel. The Tax Matters Partner Member shall promptly deliver to each Member a copy of any notice of beginning of administrative proceedings or any report explaining the reasons for a proposed adjustment received from the IRS relating to or potentially resulting in an adjustment of Company items. The Tax Matters Member shall, unless a Majority Interest consents to the contrary, diligently and in good faith contest any proposed adjustment of a Company item that principally affects the Members at the administrative and judicial levels, including, if appropriate or if requested by a Majority Interest, appealing any adverse judicial decision, and shall consider in good faith any suggestions made by any Member or its counsel regarding the conduct of such administrative or judicial proceedings. The Tax Matters Member shall keep each Member advised of all material developments with respect to any proposed adjustment that come to its attention, including, without limitation, the scheduling of all conferences and substantive telephone calls with the IRS. Each Member shall be entitled, at its own expense, to attend all meetings with the IRS and to review in advance any material written information (including, without limitation, any pleadings, memoranda or similar items) to be submitted to the IRS. Without first obtaining the consent of a Majority Interest, the Tax Matters Member shall not, with respect to any proposed adjustment of a Company item that materially and adversely affects any Member, (A) enter into a settlement agreement that purports to bind Members other than the Tax Matters Member (including, without limitation, any stipulation consenting to an entry of decision by any tax court), or (B) enter into an agreement or stipulation extending the statute of limitations. (ii) The Company shall promptly deliver to each Member a copy of all notices, communications, reports and or writings of any kind with respect to income or similar taxes received from the IRS by any state or local taxing authority relating to the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company itemsthat might materially and adversely affect each Member, shall promptly advise each Member of the substance of any conversations with the tax authorities in connection therewith and shall keep the such Members advised of all material developments with respect to any proposed adjustments adjustment of Company items that come to its attention. In addition, the Tax Matters Partner shall (i) provide each Member with a draft copy of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance of such submission, (ii) consider in good faith incorporating all changes or comments to such correspondence or filing requested by any Member and . (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Each Member shall continue to have the right to participate, at its sole cost and expense, rights described in any such meetings or conferences. (c) The Tax Matters Partner shall not, without a Required Majority Vote, (i) except in the case of any claim by the IRS that could give rise to an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code21(d) with respect to tax matters relating to any period during which it was a federal income tax matter Member, whether or appeal any adverse determination of not it is a judicial tribunal; (ii) enter into a settlement agreement with Member at the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) time of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid by the Company. (d) If for any reason the IRS disregards the election made by the Company pursuant to Section 7.5(c) and commences any tax audit or proceeding in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best efforts to convert the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(c). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claimcontest. (e) If any Member intends to file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) calendar days prior to any such filing, notify the other Members of such intent, which notification must include a reasonable description of the contemplated action and the reasons for such action; provided, however, that this Section 7.7(e) shall not relieve such Member’s obligation to use all commercially reasonable efforts to convert a Member level proceeding into a Company level proceeding as provided in Section 7.7(d).

Tax Audits. (a) The Managing Common Member is hereby designated as shall be the “tax matters partner,” as that term is defined in Section Code section 6231(a)(7) of the Code (the “Tax Matters PartnerMember”), of the Company, ) with all of the rights, duties and powers provided for in Sections sections 6221 through 6234 6234, inclusive, of the Code. The Tax Matters Member shall promptly deliver to each Member a copy of all notices and communications with respect to income or similar taxes received from the Internal Revenue Service or other taxing authority relating to the Company which might materially adversely affect such Members, inclusive, provided however that and shall keep such Members advised of all significant developments in such matters coming to the case of a removal of the Managing Member after the occurrence of any Removal Event, the Investor shall have the right to assume the rights and duties attention of the Tax Matters Partner and to be designated as suchMember. The Managing Member is hereby directed and authorized to take whatever steps it, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member shall remain as All costs incurred by the Tax Matters Partner so long as it retains any ownership interests Member and its Affiliates in the Company unless the Investor assumes the rights and duties of performing the Tax Matters Partner under Member’s obligations (including reasonable allocable internal personnel costs and reasonable disbursements, subject to a right of audit of such costs and disbursements at the proviso direction of a Majority In Interest of the Redeemable Preferred Shares with the costs and expenses for such audit to be paid by the holders of Redeemable Preferred Shares in proportion to the first sentence proportions in which they hold Redeemable Preferred Shares, unless the audit discloses a 10% overstatement of this paragraph. (b) The such costs and disbursements in which event the Tax Matters PartnerMember shall bear the costs and expenses of such audit), and all fees and expenses incurred in Consultation connection with the other Members, shall use reasonable commercial efforts to direct directing the defense of any claims made by any tax the Internal Revenue Service or other taxing authority (to the extent that such claims relate to the adjustment of Company items at the Company level and, in connection therewithitems), shall cause be borne by the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by Company. Neither the Tax Matters Partner in Consultation with the other Members. The Tax Matters Partner shall promptly deliver to each Member a copy of all notices, communications, reports and writings received from the IRS by nor the Company shall be liable for any additional tax, interest or penalties payable by a Member or any costs of separate counsel chosen by such Member to represent the Tax Matters Partner relating to or potentially resulting in an adjustment of Company items, shall promptly advise each Member of the substance of any conversations with the tax authorities in connection therewith and shall keep the Members advised of all developments with respect to any proposed adjustments that come to its attention. In addition, the Tax Matters Partner shall (i) provide each Member with a draft copy aspect of any correspondence or filing to be submitted challenge by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance of such submission, (ii) consider in good faith incorporating all changes or comments to such correspondence or filing requested by any Member and (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member shall have the right to participate, at its sole cost and expense, in any such meetings or conferencestaxing authority. (c) The Tax Matters Partner shall not, without a Required Majority Vote, (i) except in the case of any claim by the IRS that could give rise to an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code) with respect to a federal income tax matter or appeal any adverse determination of a judicial tribunal; (ii) enter into a settlement agreement with the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid by the Company. (d) If for any reason the IRS disregards the election made by the Company pursuant to Section 7.5(c) and commences any audit or proceeding in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best efforts to convert the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(c). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claim. (e) If any Member intends to file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) calendar days prior to any such filing, notify the other Members of such intent, which notification must include a reasonable description of the contemplated action and the reasons for such action; provided, however, that this Section 7.7(e) shall not relieve such Member’s obligation to use all commercially reasonable efforts to convert a Member level proceeding into a Company level proceeding as provided in Section 7.7(d).

Tax Audits. (a) The Managing Member is hereby designated as Subject to this Section 4.4, the “tax matters partner,” as that term is defined in Section 6231(a)(7) Tax Representative shall have the sole authority to act on behalf of the Code (Company in connection with, make all relevant decisions regarding application of, and to exercise the “Tax Matters Partner”), of the Company, with all of the rights, duties rights and powers provided for in Sections 6221 through 6234 of the CodeRevised Partnership Audit Provisions, inclusiveincluding making any elections under the Revised Partnership Audit Provisions or any decisions to settle, provided however that in compromise, challenge, litigate or otherwise alter the case of a removal of the Managing Member after the occurrence defense of any Removal Eventaction, audit or examination before the Investor shall have the right to assume the rights and duties of the Tax Matters Partner IRS or any other tax authority (each, an “Audit”), and to be designated as such. The Managing Member is hereby directed expend Company funds for professional services and authorized to take whatever steps it, other expenses reasonably incurred in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member shall remain as the Tax Matters Partner so long as it retains any ownership interests in the Company unless the Investor assumes the rights and duties of the Tax Matters Partner under the proviso to the first sentence of this paragraphconnection therewith. (b) The Without limiting the foregoing, the Tax Matters Partner, in Consultation with Representative shall give prompt written notice to the other Members, shall use reasonable commercial efforts to direct Company Unitholder Representative of the defense commencement of any claims made by Audit of the Company or any tax authority of its Subsidiaries the resolution of which would reasonably be expected to have a disproportionate (compared to the extent that such claims relate to Manager) and adverse effect on the adjustment of Company items at the Company level and, in connection therewith, shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the other MembersClass C Members (a “Specified Audit”). The Tax Matters Partner shall promptly deliver to each Member a copy of all notices, communications, reports and writings received from the IRS by the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company items, shall promptly advise each Member of the substance of any conversations with the tax authorities in connection therewith and shall keep the Members advised of all developments with respect to any proposed adjustments that come to its attention. In addition, the Tax Matters Partner Representative shall (i) provide each Member with a draft copy keep the Company Unitholder Representative reasonably informed of the material developments and status of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance of such submissionSpecified Audit, (ii) consider permit the Company Unitholder Representative (or its designee) to participate (including using separate counsel), in good faith incorporating all changes or comments to such correspondence or filing requested by any Member and (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items case at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member shall have the right to participate, at its Class C Members’ sole cost and expense, in any such meetings Specified Audit, and (iii) promptly notify the Company Unitholder Representative of receipt of a notice of a final partnership adjustment (or conferencesequivalent under applicable Laws) or a final decision of a court or IRS Independent Office of Appeals panel (or equivalent body under applicable Laws) with respect to such Specified Audit. The Tax Representative shall promptly provide the Company Unitholder Representative with copies of all material correspondence between the Tax Representative or the Company (as applicable) and any governmental entity in connection with such Specified Audit and shall give the Company Unitholder Representative a reasonable opportunity to review and comment on any material correspondence, submission (including settlement or compromise offers) or filing in connection with any such Specified Audit. Additionally, the Tax Representative shall not settle, compromise or abandon any Specified Audit in a manner that would reasonably be expected to have a disproportionate (compared to the Manager) and material adverse effect on the Class C Members without the Company Unitholder Representative’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). The Tax Representative shall obtain the prior written consent of the Company Unitholder Representative (which consent shall not be unreasonably withheld, delayed or conditioned) before (i) making a Push Out Election or (ii) taking any other material action under the Revised Partnership Audit Provisions that, in each case, would reasonably be expected to have a material effect on the Class C Members that is disproportionately adverse to them as compared to the Manager; provided, however, the Tax Representative may cause the Company to make a Push Out Election in its sole discretion (without the prior written consent of the Company Unitholder Representative) to the extent not making such Push Out Election would reasonably be expected to have a material effect on the Manager that is disproportionately adverse to it as compared to the Class C Members. (c) The Company, the Tax Matters Partner shall notRepresentative, without a Required Majority Vote, (i) except in the case of any claim Company Unitholder Representative and the Members expressly agree to be bound by the IRS that could give rise to an indemnity claim under this Agreement or any other Transaction Document in respect terms of federal income taxes or the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code) with respect to a federal income tax matter or appeal any adverse determination of a judicial tribunal; (ii) enter into a settlement agreement with the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b8.14(a) of the Code; (iv) file Merger Agreement. Notwithstanding anything to the contrary contained in this Agreement, in the event of any request contemplated in conflict between Section 6227(c8.14(a) of the Code; or (v) except in the case of a Tax Loss ContestMerger Agreement and this Agreement, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B8.14(a) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner Merger Agreement shall be paid by the Companycontrol. (d) If for any reason the IRS disregards the election made by the Company pursuant to Section 7.5(c) and commences any audit or proceeding in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best efforts to convert the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(c). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claim. (e) If any Member intends to file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) calendar days prior to any such filing, notify the other Members of such intent, which notification must include a reasonable description of the contemplated action and the reasons for such action; provided, however, that this Section 7.7(e) shall not relieve such Member’s obligation to use all commercially reasonable efforts to convert a Member level proceeding into a Company level proceeding as provided in Section 7.7(d).

Tax Audits. (ai) The Managing Member is hereby designated as FUR Subsidiary shall be the “Company's tax matters partner,” as that term is defined in partner within the meaning of Section 6231(a)(7) of the Code (the “"Tax Matters Partner”)Member") with respect to federal income tax audits. If at any time the Tax Matters Member cannot or elects not to serve as the Tax Matters Member, is removed by the Members as the Tax Matters Member or ceases to be a Member, a Majority Interest shall select another Member to be the Tax Matters Member. The Tax Matters Member, as an authorized representative of the Company, with all of the rights, duties and powers provided for in Sections 6221 through 6234 of the Code, inclusive, provided however that in the case of a removal of the Managing Member after the occurrence of any Removal Event, the Investor shall have the right to assume the rights and duties of the Tax Matters Partner and to be designated as such. The Managing Member is hereby directed and authorized to take whatever steps it, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member shall remain as the Tax Matters Partner so long as it retains any ownership interests in the Company unless the Investor assumes the rights and duties of the Tax Matters Partner under the proviso to the first sentence of this paragraph. (b) The Tax Matters Partner, in Consultation with the other Members, shall use reasonable commercial efforts to direct the defense of any claims made by any tax authority the IRS to the extent that such claims relate to the adjustment of Company items at the Company level and, in connection therewith, shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the other Memberslevel. The Tax Matters Partner Member shall promptly deliver to each Member a copy of any notice of beginning of administrative proceedings or any report explaining the reasons for a proposed adjustment received from the IRS relating to or potentially resulting in an adjustment of Company items. The Tax Matters Member shall, unless a Majority Interest consents to the contrary, diligently and in good faith contest any proposed adjustment of a Company item that principally affects the Members at the administrative and judicial levels, including, if appropriate or if requested by a Majority Interest, appealing any adverse judicial decision, and shall consider in good faith any suggestions made by any Member or its counsel regarding the conduct of such administrative or judicial proceedings. The Tax Matters Member shall keep each Member advised of all material developments with respect to any proposed adjustment that come to its attention, including, without limitation, the scheduling of all conferences and substantive telephone calls with the IRS. Each Member shall be entitled, at the Company's expense, to attend all meetings with the IRS and to review in advance any material written information (including, without limitation, any pleadings, memoranda or similar items) to be submitted to the IRS. Without first obtaining the consent of all Members, the Tax Matters Member shall not, with respect to any proposed adjustment of a Company item that materially and adversely affects any Member, (A) enter into a settlement agreement that purports to bind Members other than the Tax Matters Member (including, without limitation, any stipulation consenting to an entry of decision by any tax court), or (B) enter into an agreement or stipulation extending the statute of limitations. (ii) The Company shall promptly deliver to each Member a copy of all notices, communications, reports and or writings of any kind with respect to income or similar taxes received from the IRS by any state or local taxing authority relating to the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company itemsthat might materially and adversely affect each Member, shall promptly advise each Member of the substance of any conversations with the tax authorities in connection therewith and shall keep the such Members advised of all material developments with respect to any proposed adjustments adjustment of Company items that come to its attention. In addition, the Tax Matters Partner shall (i) provide each Member with a draft copy of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance of such submission, (ii) consider in good faith incorporating all changes or comments to such correspondence or filing requested by any Member and . (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Each Member shall continue to have the right to participate, at its sole cost and expense, rights described in any such meetings or conferences. (c) The Tax Matters Partner shall not, without a Required Majority Vote, (i) except in the case of any claim by the IRS that could give rise to an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code23(d) with respect to tax matters relating to any period during which it was a federal income tax matter Member, whether or appeal any adverse determination of not it is a judicial tribunal; (ii) enter into a settlement agreement with Member at the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) time of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid by the Company. (d) If for any reason the IRS disregards the election made by the Company pursuant to Section 7.5(c) and commences any tax audit or proceeding in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best efforts to convert the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(c). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claimcontest. (e) If any Member intends to file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) calendar days prior to any such filing, notify the other Members of such intent, which notification must include a reasonable description of the contemplated action and the reasons for such action; provided, however, that this Section 7.7(e) shall not relieve such Member’s obligation to use all commercially reasonable efforts to convert a Member level proceeding into a Company level proceeding as provided in Section 7.7(d).

Tax Audits. (a) The Managing Member is hereby designated as After the “tax matters partner,” as that term is defined in Section 6231(a)(7) Closing, each of the Code Purchaser, on the one hand, and the Sellers' Representative, on the other hand (the “Tax Matters Partner”"Recipient"), shall promptly notify the other party in writing upon receipt by the Recipient or any of the Company, with all of the rights, duties and powers provided for in Sections 6221 through 6234 of the Code, inclusive, provided however that its Affiliates (including in the case of a removal the Sellers' Representative, the Sellers) of any written notice of any pending or threatened audit or assessment, suit, proposed adjustment, deficiency, dispute, administrative judicial proceeding or other similar Claim ("Tax Claim") received by the Recipient from any Tax authority or any other party with respect to Losses for which any of the Managing Member after Sellers may be liable hereunder; provided, however, that a failure by the occurrence of any Removal Event, Purchaser or Sellers' Representative to give such notice shall not affect the Investor shall have the right other party's rights to assume the rights and duties of the Tax Matters Partner and to be designated as such. The Managing Member is hereby directed and authorized to take whatever steps it, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS and taking such other action as may from time to time be required indemnification under the Treasury Regulations. The Managing Member shall remain as the Tax Matters Partner so long as it retains any ownership interests in the Company Section 9.1 unless the Investor assumes the rights and duties other party is materially adversely prejudiced as a consequence of the Tax Matters Partner under the proviso to the first sentence of this paragraphsuch failure. (b) The Tax Matters PartnerSellers' Representative may elect to control the conduct, in Consultation through counsel of the Sellers' own choosing and at the Sellers' Representative's sole expense and with the other Membersparticipation of the Purchaser, shall use reasonable commercial efforts to direct the defense of any claims made by Tax Claim involving any tax authority asserted liability with respect to or relating to any Pre-Closing Period. If the extent that Sellers' Representative desires to elect to control any such claims relate Tax Claim, the Sellers shall within ten (10) calendar days of receipt of the notice of such Tax Claim notify the Purchaser in writing of its intent to do so. If the adjustment of Company items at Sellers' Representative properly elects to control such Tax Claim, then the Company level andSellers' Representative shall have all rights to settle, in connection therewith, compromise and/or concede such asserted liability and the Purchaser shall reasonably cooperate and shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the other Members. The Tax Matters Partner shall promptly deliver to each Member a copy of all notices, communications, reports and writings received from the IRS by the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company items, shall promptly advise each Member of the substance of any conversations with the tax authorities in connection therewith and shall keep the Members advised of all developments with respect to any proposed adjustments that come to its attention. In addition, the Tax Matters Partner shall (i) provide each Member with a draft copy of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance of such submission, (ii) consider in good faith incorporating all changes or comments to such correspondence or filing requested by any Member and (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member shall have the right to participate, at its sole cost and expense, in any such meetings or conferences. (c) The Tax Matters Partner shall not, without a Required Majority Vote, (i) except in the case of any claim by the IRS that could give rise to an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code) with respect to a federal income tax matter or appeal any adverse determination of a judicial tribunal; (ii) enter into a settlement agreement with the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid by the Company. (d) If for any reason the IRS disregards the election made by the Company pursuant to Section 7.5(c) and commences any audit or proceeding in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best efforts to convert the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(c). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claim. (e) If any Member intends to file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) calendar days prior to any such filing, notify the other Members of such intent, which notification must include a reasonable description of the contemplated action Companies and the reasons for such actionSubsidiaries to reasonably cooperate; provided, however, that the Sellers' Representative shall not settle, compromise and/or concede such asserted liability (i) without the written consent of Purchaser (whose consent shall not be unreasonably withheld) if such settlement, compromise or concession could increase the Tax liability of any of the Purchaser (or any of its Affiliates), the Companies or any Subsidiaries for any other taxable period. If the Sellers' Representative does not elect to control a Tax Claim for a Pre-Closing Period pursuant to this Section 7.7(e9.6(b) (or, after assuming control, the Sellers' Representative fails to reasonably defend against such Tax Claim), the Purchaser, the Companies, or the Subsidiaries may, without affecting its or any other indemnified party's rights to indemnification under this Article IX, assume and control the defense of such Tax Claim with participation by the Sellers' Representative (at the Sellers' expense); provided, however, that the Purchaser may not settle or compromise such Tax Claim without the consent of the Sellers' Representative, which consent shall not relieve be unreasonably withheld or delayed. (c) With respect to any Tax Claim that involves any Straddle Period, the Purchaser shall notify the Sellers of such Member’s obligation Tax Claim and the Purchaser shall control the conduct of any such Tax Claim, through counsel of the Purchaser's own choosing with participation by the Sellers' Representative (at the Sellers' expense) and the Purchaser shall have all rights to use all commercially reasonable efforts to convert a Member level proceeding into a Company level proceeding as provided in Section 7.7(dsettle, compromise and/or concede such Tax Claim with the consent of Sellers (which shall not be unreasonably withheld or delayed).

Tax Audits. (a) The Managing Member For a year (if any) with respect to which the Partnership is hereby designated as eligible to make such election, the “tax matters partner,” as that term is defined in Section 6231(a)(7) General Partner shall determine whether the Partnership elects to have Subchapter C of the Code (the “Tax Matters Partner”), of the Company, with all of the rights, duties and powers provided for in Sections 6221 through 6234 Chapter 63 of the Code, inclusiveas amended by the Bipartisan Budget Act of 2015 (the “BBA”), provided however that in not apply to the case of Partnership. (i) For each year applicable, (x) the General Partner shall determine who shall serve as the Partnership’s “partnership representative” (the “Partnership Representative”) pursuant to Code Section 6223(a), and (y) if the Partnership Representative is other than a removal natural person, the Partnership shall appoint as the Partnership’s “designated individual” for purposes of the Managing Member after the occurrence of any Removal Event, the Investor shall have the right to assume the rights and duties of the Tax Matters Partner and to be designated as such. The Managing Member is hereby directed and authorized to take whatever steps it, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS and taking such other action as may Treasury Regulations issued from time to time be required under the Treasury Regulations. The Managing Member shall remain BBA such natural person as is determined by the Tax Matters General Partner so long as it retains any ownership interests in (the Company unless the Investor assumes the rights and duties of the Tax Matters Partner under the proviso to the first sentence of this paragraph“Designated Individual”). (bii) The Tax Matters Partnership Representative and Designated Individual, as directed by the General Partner, in Consultation shall make for the Partnership any and all elections and take any and all actions that are available to the Partnership Representative, Designated Individual, or the Partnership under the BBA, and the Persons who are or formerly were Limited Partners shall take such actions requested by the Partnership Representative consistent with any such elections so made and actions so taken, including without limitation promptly providing to the Partnership Representative all information requested by the Partnership Representative and filing amended tax returns (or cooperating with the other Members, shall use reasonable commercial efforts Partnership in connection with the alternative procedure to direct the defense of any claims made by filing amended returns) and paying any tax authority due in accordance with Code Section 6225 as amended by the BBA. Subject to Section 6.7(b)(iii), to the extent that such claims relate to the adjustment of Company items at Partnership Representative or Designated Individual does not make the Company level and, in connection therewith, shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen election under Code Section 6226 as amended by the Tax Matters Partner in Consultation with BBA for the other Members. The Tax Matters Partner shall promptly deliver to each Member a copy of all notices, communications, reports and writings received from the IRS by the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company items, shall promptly advise each Member of the substance of any conversations with the tax authorities in connection therewith and shall keep the Members advised of all developments Partnership with respect to any proposed adjustments that come to its attention. In additionan imputed underpayment amount, the Tax Matters Partner shall (i) provide each Member with a draft copy of any correspondence Partnership Representative or filing Designated Individual may, to be submitted the extent directed by the Company General Partner, (x) make any modifications available under Code Section 6225(c) as amended by the BBA, and (y) require any Person who is or formerly was a Limited Partner to file an amended federal income tax return (or to cooperate with the Partnership in connection with the alternative procedure to filing amended returns), as described in Code Section 6225(c) as amended by the BBA, in order to reduce any administrative or judicial proceedings relating to taxes payable by the determination of Company items at the Company level reasonably in advance of such submission, (ii) consider in good faith incorporating all changes or comments to such correspondence or filing requested by any Member and (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company Partnership with respect to such proceedingsimputed underpayment amount. (iii) If the Partnership pays, or is required to pay, any imputed underpayment amount under Code Section 6225 as amended by the BBA and/or any associated interest or penalties, the Partnership Representative or Designated Individual may, to the extent directed by the General Partner, require each Person who is or formerly was a Limited Partner to reimburse and otherwise indemnify the Partnership and General Partner for such Person’s allocable share of such amounts as determined by the Partnership Representative or Designated Individual subject to the approval of the General Partner. To the extent the Partnership Representative or Designated Individual does not require such reimbursement of such a Person, or such reimbursement is required but not paid, then the Partnership Representative or Designated Individual, as directed by the General Partner, may elect to treat such Person as having received from the Partnership as a distribution (whether or not in purchase of all or any portion of the Person’s Limited Partner Interest) an amount equal to such unreimbursed amount for any purpose of this Agreement. (iv) Without limiting the other provisions of this Section 6.7(b)(2), upon demand made by the Partnership Representative or Designated Individual, each Member Person who is or formerly was a Limited Partner shall have be obligated to pay to the Partnership such Person’s allocable share, as determined by the Partnership Representative or Designated Individual, of any amount which the Partnership may become obligated to pay to an entity in which the Partnership owns or formerly owned a partnership interest for federal income tax purposes, including without limitation any imputed underpayment amount under Code Section 6225 as amended by the BBA and/or any associated interest or penalties. (v) The obligations under this Section 6.7(b) of each Person who is or formerly was a Limited Partner shall survive any purchase or other Transfer of such Person’s Limited Partner Interest, any withdrawal of such Person from the Partnership, the dissolution and winding up of the Partnership, and any termination of this Agreement. (vi) To the extent under the BBA or the Treasury Regulations issued thereunder from time to time the Designated Individual has the right to participateexercise any authority referenced in this Section 6.7 (b)(2) as provided to the Designated Individual, at its sole cost and expense, in any such meetings or conferencesDesignated Individual shall exercise such authority as directed by the General Partner. (c) The Tax Matters Partner General Partner, Partnership Representative, and the Designated Individual shall notnot be liable, without a Required Majority Vote, (i) except responsible or accountable in damages or otherwise to the case of any claim by the IRS that could give rise to an indemnity claim under this Agreement Partnership or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code) with respect to a federal income tax matter or appeal any adverse determination of a judicial tribunal; (ii) enter into a settlement agreement with the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Limited Partner in connection with its duties as Tax Matters Partner shall be paid by the Company. (d) If for any reason the IRS disregards the election made by the Company pursuant to Section 7.5(c) and commences any audit or proceeding in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best efforts to convert the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(c). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claim. (e) If any Member intends to file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item action taken or omitted by the General Partner, the Partnership Representative, or the Designated Individual, in good faith in accordance with this Section 6.7. The Partnership shall indemnify and hold harmless the General Partner, the Partnership Representative, the Designated Individual, and (as applicable) their respective partners, managers, members, shareholders, officers, employees, and agents from and against any loss, expense, damage or injury suffered or sustained by them by reason of any acts, omissions or alleged acts or omissions arising out of its activities on behalf of the Partnership as General Partner, Partnership Representative, or Designated Individual taken or made in good faith in accordance with this Section 6.7. Neither the General Partner nor any other tax matter involving Person except the Company, such Member shall, at least thirty (30) calendar days prior Partnership shall have any personal liability to any such filing, notify provide the other Members of such intent, which notification must include a reasonable description of the contemplated action and the reasons for such action; provided, however, that indemnification provided in this Section 7.7(e) shall not relieve such Member’s obligation to use all commercially reasonable efforts to convert a Member level proceeding into a Company level proceeding as provided in Section 7.7(d6.7(c).

Tax Audits. (ai) The Managing Member is hereby designated as Manager shall be the “Company’s tax matters partner,” as that term is defined in Section 6231(a)(7) of the Code Member (the “Tax Matters PartnerMember”)) with respect to federal income tax audits. If at any time the Tax Matters Member cannot or elects not to serve as the Tax Matters Member, is removed by the Members as the Tax Matters Member or ceases to be a Member, a Majority Interest shall select another Member to be the Tax Matters Member. The Tax Matters Member, as an authorized representative of the Company, with all of the rights, duties and powers provided for in Sections 6221 through 6234 of the Code, inclusive, provided however that in the case of a removal of the Managing Member after the occurrence of any Removal Event, the Investor shall have the right to assume the rights and duties of the Tax Matters Partner and to be designated as such. The Managing Member is hereby directed and authorized to take whatever steps it, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member shall remain as the Tax Matters Partner so long as it retains any ownership interests in the Company unless the Investor assumes the rights and duties of the Tax Matters Partner under the proviso to the first sentence of this paragraph. (b) The Tax Matters Partner, in Consultation with the other Members, shall use reasonable commercial efforts to direct the defense of any claims made by any tax authority the IRS to the extent that such claims relate to the adjustment of Company items at the Company level and, in connection therewith, shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the other Memberslevel. The Tax Matters Partner Member shall promptly deliver to each Member a copy of all notices, communications, reports and writings any notice of beginning of administrative proceedings or any report explaining the reasons for a proposed adjustment received from the IRS by the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company items. The Tax Matters Member shall, unless a Majority in Interest consents to the contrary, diligently and in good faith contest any proposed adjustment of a Company item that principally affects the Members at the administrative and judicial levels, including, if appropriate or if requested by a Majority in Interest, appealing any adverse judicial decision, and shall promptly advise consider in good faith any suggestions made by any Member or its counsel regarding the conduct of such administrative or judicial proceedings. The Tax Matters Member shall keep each Member of the substance of any conversations with the tax authorities in connection therewith and shall keep the Members advised of all material developments with respect to any proposed adjustments adjustment that come to its attention, including, without limitation, the scheduling of all conferences and substantive telephone calls with the IRS. In additionEach Member shall be entitled, at its own expense, to attend all meetings with the IRS and to review in advance any material written information (including, without limitation, any pleadings, memoranda or similar items) to be submitted to the IRS. Without first obtaining the consent of a Majority in Interest, the Tax Matters Partner matters Member shall (i) provide each Member with a draft copy of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance of such submissionnot, (ii) consider in good faith incorporating all changes or comments to such correspondence or filing requested by any Member and (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination proposed adjustment of a Company items at the Company level (including item that materially and adversely affects any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member shall have the right to participate, at its sole cost and expense, in any such meetings or conferences. (c) The Tax Matters Partner shall not, without a Required Majority VoteMember, (i) except in the case of any claim by the IRS that could give rise to an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code) with respect to a federal income tax matter or appeal any adverse determination of a judicial tribunal; (iiA) enter into a settlement agreement with the IRS which that purports to bind Members other than the Members; Tax Matters Member (iii) intervene in including, without limitation, any action as contemplated stipulation consenting to an entry of decision by Section 6226(b) of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; tax court), or (vB) except in the case of a Tax Loss Contest, enter into an agreement or stipulation extending the period statute of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid by the Companylimitations. (d) If for any reason the IRS disregards the election made by the Company pursuant to Section 7.5(c) and commences any audit or proceeding in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best efforts to convert the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(c). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claim. (e) If any Member intends to file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) calendar days prior to any such filing, notify the other Members of such intent, which notification must include a reasonable description of the contemplated action and the reasons for such action; provided, however, that this Section 7.7(e) shall not relieve such Member’s obligation to use all commercially reasonable efforts to convert a Member level proceeding into a Company level proceeding as provided in Section 7.7(d).

Tax Audits. (ai) The Managing Member During such time that the Company is hereby designated as owned by only one Member, this Subsection 23(c) shall be inapplicable. ONES LP shall be the “"tax matters partner,” as that term is defined in " of the Company pursuant to Section 6231(a)(7) of the Code (the “"Tax Matters Partner”Member"). Any cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (ii) If at any time the Tax Matters Member cannot or elects not to serve as the Tax Matters Member, is removed by the Members as the Tax Matters Member or ceases to be a Member, the Majority Interest shall select another Member to be the Tax Matters Member. The Tax Matters Member, as an authorized representative of the Company, with all of the rights, duties and powers provided for in Sections 6221 through 6234 of the Code, inclusive, provided however that in the case of a removal of the Managing Member after the occurrence of any Removal Event, the Investor shall have the right to assume the rights and duties of the Tax Matters Partner and to be designated as such. The Managing Member is hereby directed and authorized to take whatever steps it, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member shall remain as the Tax Matters Partner so long as it retains any ownership interests in the Company unless the Investor assumes the rights and duties of the Tax Matters Partner under the proviso to the first sentence of this paragraph. (b) The Tax Matters Partner, in Consultation with the other Members, shall use reasonable commercial efforts to direct the defense of any claims made by any tax authority the IRS to the extent that such claims relate to the adjustment of Company items at the Company level and, in connection therewith, shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the other Memberslevel. The Tax Matters Partner Member shall promptly deliver to each other Member a copy of any notice of beginning of administrative proceedings or any report explaining the reasons for a proposed adjustment received from the IRS relating to or potentially resulting in an adjustment of Company items. The Tax Matters Member shall, unless the Majority Interest consents to the contrary, diligently and in good faith contest any proposed adjustment of a Company item that principally affects the Members at the administrative and judicial levels, including, if appropriate or if requested by the Majority Interest, appealing any adverse judicial decision, and shall consider in good faith any suggestions made by any other Member or its counsel regarding the conduct of such administrative or judicial proceedings. The Tax Matters Member shall keep each other Member advised of all material developments with respect to any proposed adjustment that come to its attention, including, without limitation, the scheduling of all conferences and substantive telephone calls with the IRS. Each Member shall be entitled, at its own expense, to attend all meetings with the IRS and to review in advance any material written information (including, without limitation, any pleadings, memoranda or similar items) to be submitted to the IRS. Without first obtaining the consent of the Majority Interest, the Tax Matters Member shall not, with respect to any proposed adjustment of a Company item that materially and adversely affects any Member, (A) enter into a settlement agreement that purports to bind Members other than the Tax Matters Member (including, without limitation, any stipulation consenting to an entry of decision by any tax court), or (B) enter into an agreement or stipulation extending the statute of limitations. (iii) The Company shall promptly deliver to each Member a copy of all notices, communications, reports and or writings of any kind with respect to income or similar taxes received from the IRS by any state or local taxing authority relating to the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company itemsthat might materially and adversely affect each Member, shall promptly advise each Member of the substance of any conversations with the tax authorities in connection therewith and shall keep the such Members advised of all material developments with respect to any proposed adjustments adjustment of Company items that come to its attention. In addition, the Tax Matters Partner shall (i) provide each Member with a draft copy of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance of such submission, (ii) consider in good faith incorporating all changes or comments to such correspondence or filing requested by any Member and (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member shall have the right to participate, at its sole cost and expense, in any such meetings or conferences. (civ) The Tax Matters Partner Each Member shall not, without a Required Majority Vote, (i) except continue to have the rights described in the case of any claim by the IRS that could give rise to an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code23(c) with respect to tax matters relating to any period during which it was a federal income tax matter Member, whether or appeal any adverse determination of not it is a judicial tribunal; (ii) enter into a settlement agreement with Member at the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) time of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid by the Company. (d) If for any reason the IRS disregards the election made by the Company pursuant to Section 7.5(c) and commences any tax audit or proceeding in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best efforts to convert the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(c). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claimcontest. (e) If any Member intends to file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) calendar days prior to any such filing, notify the other Members of such intent, which notification must include a reasonable description of the contemplated action and the reasons for such action; provided, however, that this Section 7.7(e) shall not relieve such Member’s obligation to use all commercially reasonable efforts to convert a Member level proceeding into a Company level proceeding as provided in Section 7.7(d).

Tax Audits. (a) The Managing Member is hereby designated as Seller and/or the “tax matters partner,” as that term is defined in Section 6231(a)(7Enron Sellers at the sole option of Seller, shall have the sole right (but not the obligation) to represent the interests of the Code Transfer Group Companies in any audit or administrative or court proceeding (the a “Tax Matters PartnerProceeding”), ) relating to Taxes for taxable periods of the Company, with all Transfer Group Companies which end on or before the Closing Date and to employ counsel of the rights, duties and powers provided for in Sections 6221 through 6234 of the Code, inclusiveits choice at its expense, provided however that in the case of a removal of the Managing Member after the occurrence of any Removal Event, the Investor Purchaser shall have the right to assume jointly represent the rights and duties interests of the Transfer Group Companies with Seller (and/or the Enron Sellers) in any such Tax Matters Partner Proceeding to the extent that Seller’s indemnification obligations have terminated pursuant to Section 9.10(d). Purchaser agrees that it will cooperate fully, and shall cause the Transfer Group Companies to be designated as such. The Managing Member is hereby directed and authorized to take whatever steps itcooperate fully, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with Seller (and/or the IRS and taking such other action as may from time to time be required Enron Sellers under the Treasury Regulations. The Managing Member shall remain as the Tax Matters Partner so long as it retains any ownership interests Enron Purchase Agreement) and their counsel in the Company unless the Investor assumes the rights and duties defense against or compromise of the Tax Matters Partner under the proviso to the first sentence of this paragraphany claim in any said proceeding. (b) The Tax Matters PartnerSeller, in Consultation and/or the Enron Sellers at the sole option of Seller, have the right, but not the obligation, to jointly represent the interests of the Transfer Group Companies with the other Members, shall use reasonable commercial efforts to direct the defense of Purchaser in any claims made by any tax authority to the extent that such claims relate to the adjustment of Company items at the Company level and, in connection therewith, shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the other Members. The Tax Matters Partner shall promptly deliver to each Member a copy of all notices, communications, reports and writings received from the IRS by the Company or the Tax Matters Partner Proceeding relating to or potentially resulting in an adjustment of Company items, shall promptly advise each Member Taxes for any Straddle Period of the substance of any conversations with the tax authorities in connection therewith and shall keep the Members advised of all developments with respect to any proposed adjustments that come to its attention. In addition, the Tax Matters Partner shall (i) provide each Member with a draft copy of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance of such submission, (ii) consider in good faith incorporating all changes or comments to such correspondence or filing requested by any Member and (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member shall have the right to participate, at its sole cost and expense, in any such meetings or conferences. (c) The Tax Matters Partner shall not, without a Required Majority Vote, (i) except in the case of any claim by the IRS that could give rise to an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code) with respect to a federal income tax matter or appeal any adverse determination of a judicial tribunal; (ii) enter into a settlement agreement with the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the CodeTransfer Group Companies. Any cost disputes regarding the conduct or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid by the Company. (d) If for any reason the IRS disregards the election made by the Company pursuant to Section 7.5(c) and commences any audit or proceeding in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best efforts to convert the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(c). In the case resolution of any such audit or proceeding involving shall be resolved pursuant to Section 9.5. (c) Purchaser shall have the Investor for a tax period prior sole right to represent the interests of the Transfer Group Companies in all Tax Proceedings other than Tax Proceedings described in clauses (a), (b) and (d) of this Section 9.4. (d) Notwithstanding anything to the contrary herein, Seller shall not be required to consult with Purchaser or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that seek Purchaser’s consent to settle any Tax Proceeding which relates to such items into reported on a proceeding at the level Tax Return of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, type described in contesting such claimSection 9.2(a)(i). (e) If any Member intends to fileTaxing Authority asserts a claim, pursuant to Section 6227 of makes an assessment or otherwise disputes or affects any Taxes for which Seller and/or the CodeEnron Sellers are responsible hereunder, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member Purchaser shall, at least thirty (30) calendar days prior promptly upon receipt by Purchaser and/or the Transfer Group Companies of notice thereof, inform Seller thereof. The failure of Purchaser or the Transfer Group Companies to any timely forward such filing, notify notification in accordance with the other Members of such intent, which notification must include a reasonable description of the contemplated action and the reasons for such action; provided, however, that this Section 7.7(e) immediately preceding sentence shall not relieve such Member’s Seller of its obligation to use all commercially reasonable efforts pay such liability for Taxes except and to convert a Member level proceeding into a Company level proceeding as provided in Section 7.7(d)the extent that the failure to timely forward such notification actually prejudices the ability of Seller (or the Enron Sellers under the Enron Purchase Agreement) to contest such liability for Taxes or increases the amount of such Taxes.

Tax Audits. (a) The Managing Member is hereby designated as the “tax matters partner,” as that term is defined in Section 6231(a)(7) For purposes of the Code (this Agreement, the “Tax Matters Partner”), of the Company, with all of the rights, duties and powers provided for in Sections 6221 through 6234 of the Code, inclusive, provided however that in the case of ” shall be FGF as long as it remains a removal of the Managing Member after the occurrence of any Removal Event, the Investor Member. The Board shall have the right authority to assume appoint a replacement or successor Tax Matters Partner. To the rights and duties of extent authorized or permitted under applicable law, the Tax Matters Partner and to be designated as such. The Managing Member is hereby directed and authorized to take whatever steps it, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents (with the IRS and taking such other action as may from time to time be required under consent of the Treasury Regulations. The Managing Member Board) shall remain as the Tax Matters Partner so long as it retains any ownership interests in represent the Company unless the Investor assumes the rights and duties of the Tax Matters Partner under the proviso each Member in connection with any audit or other tax proceeding relating to the first sentence of this paragraph. (b) The Tax Matters Partner, in Consultation with the other Members, shall use reasonable commercial efforts to direct the defense of any claims made by any tax authority to the extent that such claims relate to the adjustment of Company items at the Company level and, in connection therewith, shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the other MembersCompany’s affairs. The Tax Matters Partner shall promptly deliver notify the Members and keep them reasonably informed in the event of any material audit or tax proceeding. Each Member agrees to each Member a copy of all notices, communications, reports and writings received from the IRS by the Company or cooperate with the Tax Matters Partner relating and the Board and to do or potentially resulting in an adjustment of Company items, shall promptly advise each Member refrain from doing any and all such things reasonably required by the Tax Matters Partner or the Board to conduct such proceedings (b) For purposes of the substance Code provisions enacted under the Bipartisan Budget Act of 2015 (and any conversations with the tax authorities in connection therewith and shall keep the Members advised of all developments with respect to any proposed adjustments that come to its attention. In additionRegulations or administrative guidance promulgated thereunder), the Tax Matters Partner shall (with the consent of the Board) is hereby authorized to (i) provide each Member with a draft copy of allocate any correspondence audit adjustments or filing assessments among the Members (or former Members) as it reasonably determines to be submitted by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance of appropriate and permitted under such submission, provisions; and (ii) consider in good faith incorporating all changes make (or comments cause to be made) any election available to the Company under such correspondence or filing requested by any Member and provisions, including to issue statements of adjustment (iiiunder Section 6226(a) provide each Member with a final copy of such correspondence provisions) reflecting such allocations to any person who was a Member during the taxable year under audit. Any imputed underpayment amount allocated to a Member (or filingformer Member) as a result of such audit shall be treated as an amount deemed distributed to, and indemnifiable by, such Member, consistent with Section 4.4 hereof. The Tax Matters Partner will provide shall act as the “Partnership Representative” for each taxable year of the Company in accordance with Code section 6223(a). The Partnership Representative shall have the sole authority to participate in any Federal income tax audit, or litigation stemming from an audit, of such taxable year. Subject to Section 8.7(n), actions taken and decisions made by the Partnership Representative (with the consent of the Board) shall be binding upon the Company and each Member. All reasonable expenses incurred by the Partnership Representative or the Board in connection with any tax audit, investigation, settlement or review shall be borne by the Company. The provisions of this Section 8.8(b) shall survive the termination of a Member’s Interest, this Agreement, and the Company, and shall remain binding on each Member for the period of time necessary to resolve with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings the Internal Revenue Service all income tax matters relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors and for Members to the Company with respect to such proceedings) and each Member shall have the right to participate, at its sole cost and expense, in any such meetings or conferences. (c) The Tax Matters Partner shall not, without a Required Majority Vote, (i) except in the case of any claim by the IRS that could give rise to an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code) with respect to a federal income tax matter or appeal any adverse determination of a judicial tribunal; (ii) enter into a settlement agreement with the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid by the Company. (d) If for any reason the IRS disregards the election made by the Company pursuant to Section 7.5(c) and commences any audit or proceeding in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best efforts to convert the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(c). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Datesatisfy their indemnification obligations, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claimany. (e) If any Member intends to file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) calendar days prior to any such filing, notify the other Members of such intent, which notification must include a reasonable description of the contemplated action and the reasons for such action; provided, however, that this Section 7.7(e) shall not relieve such Member’s obligation to use all commercially reasonable efforts to convert a Member level proceeding into a Company level proceeding as provided in Section 7.7(d).

Tax Audits. (a) The Managing Members, by majority vote of all Members, shall designate a Member is hereby designated as to be responsible for dealing with the “taxing authorities and tax matters partner,” as that term is defined in Section 6231(a)(7) of the Code related issues (the “"Tax Matters Partner”"), . The Members hereby appoint L3C Advisors L3C as the initial Tax Matters Partner of the Company, with all of the rights, duties and powers provided for in Sections 6221 through 6234 of the Code, inclusive, provided however that in the case of a removal of the Managing Member after the occurrence of any Removal Event, the Investor shall have the right to assume the rights and duties of the Tax Matters Partner and to be designated as such. The Managing Member is hereby directed and authorized to take whatever steps it, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member shall remain as the Tax Matters Partner so long as it retains any ownership interests in the Company unless the Investor assumes the rights and duties of the Tax Matters Partner under the proviso to the first sentence of this paragraph. (b) The Tax Matters Partner, in Consultation with as an authorized representative of the other MembersCompany, shall use reasonable commercial efforts to direct the defense of any claims made by any tax authority the IRS to the extent that such claims relate to the adjustment of Company items at the Company level andlevel. The Tax Matters Partner shall promptly deliver to each Member a copy of any notice of beginning of administrative proceedings or any report explaining the reasons for a proposed adjustment received from the IRS relating to or potentially resulting in an adjustment of Company items. The Tax Matters Partner shall, unless the Manager decides otherwise, diligently and in connection therewithgood faith contest any proposed adjustment of a Company item that principally affects the Members at the administrative and judicial levels, including, if appropriate or if required by the Manager, appealing any adverse judicial decision, and shall cause consider in good faith any suggestions made by any Member or its counsel regarding the Company conduct of such administrative or judicial proceedings. The Tax Matters Partner shall keep each Member advised of all material developments with respect to retain any proposed adjustment that comes to its attention, including, without limitation, the scheduling of all conferences and substantive telephone calls with the IRS. Each Member shall be entitled, at its own expense, to attend all meetings with the IRS and to pay review in advance any material written information (including, without limitation, any pleadings, memoranda or similar items) to be submitted to the fees and expenses IRS. Without first obtaining the consent of counsel and other advisors chosen by the Manager, the Tax Matters Partner in Consultation shall not, with respect to any proposed adjustment of a Member item that materially and adversely affects any Member, (A) enter into a settlement agreement that purports to bind Members other than the other Members. Tax Matters Partner (including, without limitation, any stipulation consenting to an entry of decision by any tax court), or (B) enter into an agreement or stipulation extending the statute of limitations. (c) The Tax Matters Partner shall promptly deliver to each Member a copy of all notices, communications, reports and or writings of any kind with respect to income or similar taxes received from the IRS by any state or local taxing authority relating to the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company itemsthat might materially and adversely affect each Member, shall promptly advise each Member of the substance of any conversations with the tax authorities in connection therewith and shall keep the such Members advised of all material developments with respect to any proposed adjustments adjustment of Company items that come to its attention. In addition, the Tax Matters Partner shall (i) provide each Member with a draft copy of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance of such submission, (ii) consider in good faith incorporating all changes or comments to such correspondence or filing requested by any Member and (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member shall have the right to participate, at its sole cost and expense, in any such meetings or conferences. (c) The Tax Matters Partner shall not, without a Required Majority Vote, (i) except in the case of any claim by the IRS that could give rise to an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code) with respect to a federal income tax matter or appeal any adverse determination of a judicial tribunal; (ii) enter into a settlement agreement with the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid by the Company. (d) If for any reason the IRS disregards the election made by the Company pursuant to Section 7.5(c) and commences any audit or proceeding in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Each Member shall promptly advise continue to have the other Members of the same, and such Member, rights described in Consultation with the other Members, shall at the expense of the Company use best efforts to convert the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to this Section 7.5(c). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claim. (e) If any Member intends to file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code 13.4 with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) calendar days prior matters relating to any such filingperiod during which it was a Member, notify whether or not it is a Member at the other Members of such intent, which notification must include a reasonable description time of the contemplated action and the reasons for such action; provided, however, that this Section 7.7(e) shall not relieve such Member’s obligation to use all commercially reasonable efforts to convert a Member level proceeding into a Company level proceeding as provided in Section 7.7(d)tax audit or contest.

Tax Audits. (a) The Managing Member is hereby designated as the “tax matters partner,” as that term is defined in Section 6231(a)(7) of the Code (the “Tax Matters Partner”), of the Company, with all of the rights, duties and powers provided for in Sections 6221 through 6234 of the Code, inclusive, provided however that in the case of a removal of the Managing Member after the occurrence of any Removal Event, the Investor shall have the right to assume the rights and duties of the Tax Matters Partner and to be designated as such. The Managing Member is hereby directed and authorized to take whatever steps it, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member shall remain as the Tax Matters Partner so long as it retains any ownership interests in the Company unless the Investor assumes the rights and duties of the Tax Matters Partner under the proviso to the first sentence of this paragraph. (b) The Tax Matters Partner, in Consultation with the other Members, shall use reasonable commercial efforts to direct the defense of any claims made by any tax authority to the extent that such claims relate to the adjustment of Company items at the Company level and, in connection therewith, shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the other Members. The Tax Matters Partner shall promptly deliver to each Member a copy of all notices, communications, reports and writings received from the IRS by the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company items, shall promptly advise each Member of the substance of any conversations with the tax authorities in connection therewith and shall keep the Members advised of all developments with respect to any proposed adjustments that come to its attention. In addition, the Tax Matters Partner shall (i) provide each Member with a draft copy If notice of any correspondence or filing to Tax Claim shall be submitted received by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance of such submission, (ii) consider in good faith incorporating all changes or comments to such correspondence or filing requested by any Member and (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member shall have the right to participate, at its sole cost and expense, in any such meetings or conferences. (c) The Tax Matters Partner shall not, without a Required Majority Vote, (i) except in the case of any claim by the IRS that could give rise to an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes Parent or the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of Surviving Corporation for which the Code) with respect to a federal income tax matter or appeal any adverse determination of a judicial tribunal; (ii) enter into a settlement agreement with the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid by the Company. (d) If for any reason the IRS disregards the election made by the Company pursuant to Section 7.5(c) and commences any audit or proceeding in which it makes a claim, or proposes to make a claim, against any Member that could Stockholders’ Representative may reasonably be expected to result in the disallowance or adjustment of have any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best efforts to convert the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company liability pursuant to Section 7.5(c10.2(a)(iv)(A). In , the case of any such audit or proceeding involving notified party shall immediately notify the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful Stockholders’ Representative in converting the portion writing of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claim. (e) If any Member intends to file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) calendar days prior to any such filing, notify the other Members of such intent, which notification must include a reasonable description of the contemplated action and the reasons for such actionTax Claim; provided, however, that this Section 7.7(e) the failure of the notified party to give the Stockholders’ Representative notice as provided herein shall not relieve the Stockholders’ Representative of its obligations under this Section 8.10 or the Stockholders’ obligations under Article X except to the extent that the Stockholders are materially prejudiced thereby. In connection with any such Member’s obligation Tax Claim, including any Tax Claim handled under Section 8.10(c)(ii), Parent and its Subsidiaries shall provide such information, materials and cooperation to use all commercially reasonable efforts the Stockholders’ Representative as may be reasonably requested. (ii) Except for Straddle Period Tax Returns, the Stockholders’ Representative shall have the right, at its own expense, to convert the extent such Tax Claim may be subject to indemnification by the Stockholders pursuant to Section 10.2(a)(iv)(A) or could result in a Member level proceeding into a Company level proceeding as provided Tax refund described in Section 7.7(d8.10(d), to represent the interests of Parent, the Company or any of their Subsidiaries or successors in any Tax Claim; provided that (A) the Stockholders’ Representative shall permit Parent to participate at its own expense in such Tax Claim, and (B) the Stockholders’ Representative shall not settle such claim in a manner that would increase Taxes for the Parent, the Surviving Corporation or any of its Subsidiaries following the Closing Date without the consent of Parent (not to be unreasonably withheld, conditioned or delayed). Parent shall have the right, at its own expense, to represent the interests of the Company in any Tax audit or administrative or court proceeding relating to any Tax Return for any Straddle Period; provided, however, that Parent shall not be entitled to settle, either administratively or after the commencement of litigation, any claim regarding Taxes of the Company or any of its Subsidiaries that would result in an increase in the amount of any Tax Claim by Parent or any additional Tax Claims by Parent without the prior consent of the Stockholders’ Representative (not to be unreasonably withheld, conditioned or delayed). (iii) In connection with the preparation of Tax Returns, audit examinations, and any proceedings relating to the Tax liabilities imposed on Parent or the Company, the parties shall cooperate fully with each other, including the furnishing or making available during normal business hours of records, personnel (as reasonably required), books of account, powers of attorney or other materials necessary or helpful for the preparation of such Tax Returns, the conduct of audit examinations or the defense of claims by Taxing authorities as to the imposition of Taxes.

Tax Audits. (a) The Managing Member Investor US Securityholder is hereby designated as the “tax matters partner,partnership representative” as that term is defined in Section 6231(a)(7) of US JVCo for purposes of the Code Partnership Tax Audit Rules and shall serve in any related role for purposes of applicable state, local, or non-US tax law (in each such capacity, the “Tax Matters PartnerPartnership Representative”), of the Company, with all of the rights, duties and powers provided for in Sections 6221 through 6234 of the Code, inclusive, provided however that in the case of a removal of the Managing Member after the occurrence of any Removal Event, the Investor shall have the right to assume the rights and duties of the Tax Matters Partner and to be designated as such. The Managing Member is hereby directed and authorized to take whatever steps it, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member shall remain as the Tax Matters Partner so long as it retains any ownership interests in the Company unless the Investor assumes the rights and duties of the Tax Matters Partner under the proviso to the first sentence of this paragraph. (b) The Tax Matters Partner, in Consultation with the other Members, shall use reasonable commercial efforts to direct the defense of any claims made by any tax authority to the extent that such claims relate to the adjustment of Company items at the Company level and, in connection therewith, shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the other Members. The Tax Matters Partner shall promptly deliver to each Member a copy of all notices, communications, reports and writings received from the IRS by the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company items, shall promptly advise each Member of the substance of any conversations with the tax authorities in connection therewith and shall keep the Members advised of all developments with respect to any proposed adjustments that come to its attention. In addition, the Tax Matters Partner US GP JV Board is hereby authorized to take, or cause the US JVCo to take, such other actions as may be necessary or advisable pursuant to Treasury Regulations or other guidance to ratify the designation, pursuant to this paragraph 5.3, of the Investor US Securityholder as the Partnership Representative. The Partnership Representative shall be authorized to represent US JVCo (iat US JVCo’s expense) provide each Member with a draft copy of any correspondence or filing to be submitted by the Company in connection with any all examinations of US JVCo’s affairs by applicable tax authorities, including resulting administrative and judicial proceedings, and to expend US JVCo funds for professional services incurred in connection therewith and to enter into settlements and other agreements with such agencies (including with respect to proceedings under the Partnership Tax Audit Rules) as the Partnership Representative deems necessary or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance of such submission, (ii) consider in good faith incorporating all changes or comments to such correspondence or filing requested by any Member and (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences advisable; provided that with respect to any administrative or judicial proceedings relating to such proceeding that is a Covered Tax Proceeding, the determination of Company items Partnership Representative shall provide the WPP Securityholder, at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member shall have the right to participate, at its WPP Securityholder’s sole cost and expense, in any such meetings or conferences. (c) The Tax Matters Partner shall not, without a Required Majority Vote, (i) except in the case of any claim by the IRS that could give rise to an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code) reasonable participation rights with respect to a federal income tax matter or appeal any adverse determination of a judicial tribunal; (ii) such Covered Tax Proceeding and shall not enter into a any settlement agreement with of, or otherwise compromise, any such Covered Tax Proceeding without the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) prior written consent of the Code; WPP Securityholder (iv) file any request contemplated in Section 6227(c) of the Code; which consent shall not be unreasonably withheld, conditioned or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid by the Company. (d) If for any reason the IRS disregards the election made by the Company pursuant to Section 7.5(c) and commences any audit or proceeding in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best efforts to convert the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(cdelayed). In The Partnership Representative shall keep the case US GP JV Board fully informed as to the progress of any such audit examinations, audits or proceeding involving proceedings. Each Securityholder agrees to cooperate with the Investor for a tax period prior Partnership Representative and to do or including refrain from doing any or all things reasonably requested by the Flip Date, if Partnership Representative with respect to the Investor is not successful in converting the portion conduct of such audit proceedings. The Partnership Representative shall not be liable to US JVCo or proceeding that relates to such items into a proceeding at the level any of the Company, Securityholders as a result of the Company Partnership Representative performing its obligations under the Partnership Tax Audit Rules or pursuant to this paragraph 5.3. US JVCo shall reimburse the Investor Partnership Representative for all reasonable costs and expenses, expenses (including reasonable attorneys’ legal and accounting fees, ) incurred in contesting such claim. (e) If any Member intends to file, performing its obligations under the Partnership Tax Audit Rules or pursuant to Section 6227 of the Code, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) calendar days prior to any such filing, notify the other Members of such intent, which notification must include a reasonable description of the contemplated action and the reasons for such action; provided, however, that this Section 7.7(e) shall not relieve such Member’s obligation to use all commercially reasonable efforts to convert a Member level proceeding into a Company level proceeding as provided in Section 7.7(d)paragraph 5.3.

Tax Audits. (a) The Managing Member is hereby designated as After the “tax matters partner,” as that term is defined in Section 6231(a)(7) Stock Purchase Closing Date, each of Parent, on the Code one hand, and the Majority Shareholder, on the other hand (the “Tax Matters Partner”"Recipient"), will --------- promptly notify the other party in writing upon receipt by the Recipient or any of the Company, with all of the rights, duties and powers provided for in Sections 6221 through 6234 of the Code, inclusive, provided however that its Affiliates (including in the case of a removal of the Managing Member after the occurrence of any Removal EventParent, the Investor shall have the right to assume the rights and duties of the Tax Matters Partner and to be designated as such. The Managing Member is hereby directed and authorized to take whatever steps it, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member shall remain as the Tax Matters Partner so long as it retains any ownership interests in the Company unless the Investor assumes the rights and duties of the Tax Matters Partner under the proviso to the first sentence of this paragraph. (b) The Tax Matters Partner, in Consultation with the other Members, shall use reasonable commercial efforts to direct the defense of any claims made by any tax authority to the extent that such claims relate to the adjustment of Company items at the Company level and, in connection therewith, shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the other Members. The Tax Matters Partner shall promptly deliver to each Member a copy of all notices, communications, reports and writings received from the IRS by the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment any of Company items, shall promptly advise each Member of the substance its Subsidiaries) of any conversations with written notice of any pending or threatened audit or assessment, suit, proposed adjustment, deficiency, dispute, administrative or judicial proceeding or other similar Claim received by the tax authorities in connection therewith and shall keep the Members advised Recipient or any of all developments its Affiliates from any Tax authority or any other party with respect to any proposed adjustments that come to its attention. In addition, Taxes for which the Tax Matters Partner shall (i) provide each Member with a draft copy of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance of such submission, (ii) consider in good faith incorporating all changes or comments to such correspondence or filing requested by any Member and (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member shall have the right to participate, at its sole cost and expense, in any such meetings or conferences. (c) The Tax Matters Partner shall not, without a Required Majority Vote, (i) except in the case of any claim by the IRS that could give rise to an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code) with respect to a federal income tax matter or appeal any adverse determination of a judicial tribunal; (ii) enter into a settlement agreement with the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid by the Company. (d) If for any reason the IRS disregards the election made by the Company Shareholder is liable pursuant to Section 7.5(c) and commences 8.1 (any audit or proceeding in which it makes a such claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including "Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best efforts to convert the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(cClaim"). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claim. (e) If any Member intends to file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) calendar days prior to any such filing, notify the other Members of such intent, which notification must include a reasonable description of the contemplated action and the reasons for such action; provided, however, that a failure by Parent to give such --------- -------- ------- notice will not affect Parent's or the Company's (or an Indemnified Person's) rights to indemnification under Section 8.1 unless and to the extent that the Majority Shareholder demonstrates that the defense of such action is prejudiced by the Indemnified Person's failure to give such notice. (b) In any Tax Claim involving any asserted liability for which the Majority Shareholder may be required to indemnify Parent pursuant to Section 8.1, the Majority Shareholder may elect to control the conduct of such Tax Claim, through counsel of the Majority Shareholder's own choosing and at the Majority Shareholder's own expense and with the participation of Parent. If the Majority Shareholder desires to elect to control any such Tax Claim, the Majority Shareholder shall within 10 calendar days of receipt of the notice of asserted Tax liability notify Parent in writing of its intent to do so. If the Majority Shareholder properly elects to control such Tax Claim, then the Majority Shareholder shall have all rights to settle, compromise and/or concede such asserted liability and Parent shall reasonably cooperate and shall cause the Company and each of its Subsidiaries to reasonably cooperate in each phase of such Tax Claim; provided, however, that the Majority Shareholder shall not -------- ------- settle, compromise and/or concede such asserted liability without the consent of Parent, not to be unreasonably withheld or, if such settlement, compromise or concession could increase the Tax liability of any of Parent (or any of its Affiliates) or the Company or any of its Subsidiaries for any other taxable period without the consent of Parent. If the Majority Shareholder does not elect to control a Tax Claim pursuant to this Section 7.7(e8.3(b) (or, after assuming control, the Majority Shareholder fails to reasonably defend against such Tax Claim), Parent or the Company (or any Subsidiary) may, without affecting its or any other indemnified party's rights to indemnification under this Article VIII, assume and control the defense of such Tax Claim with participation by the Majority Shareholder (at the Majority Shareholder's expense); provided, however, that Parent may not settle or compromise such Tax -------- ------- Claim without the consent of the Majority Shareholder, which consent shall not relieve such Member’s obligation to use all commercially reasonable efforts to convert a Member level proceeding into a Company level proceeding as provided in Section 7.7(d)be unreasonably withheld.

Tax Audits. (a) The Managing Member is hereby designated as After the “tax matters partner,” as that term is defined in Section 6231(a)(7) of Closing, Purchaser, on the Code one hand, and Seller, on the other hand (the “Tax Matters Partner”"Recipient"), of the Company, with all of the rights, duties and powers provided for in Sections 6221 through 6234 of the Code, inclusive, provided however that in the case of a removal of the Managing Member after the occurrence of any Removal Event, the Investor shall have the right to assume the rights and duties of the Tax Matters Partner and to be designated as such. The Managing Member is hereby directed and authorized to take whatever steps it, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member shall remain as the Tax Matters Partner so long as it retains any ownership interests in the Company unless the Investor assumes the rights and duties of the Tax Matters Partner under the proviso to the first sentence of this paragraph. (b) The Tax Matters Partner, in Consultation with the other Members, shall use reasonable commercial efforts to direct the defense of any claims made by any tax authority to the extent that such claims relate to the adjustment of Company items at the Company level and, in connection therewith, shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the other Members. The Tax Matters Partner shall promptly deliver to each Member a copy of all notices, communications, reports and writings received from the IRS by the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company items, shall promptly advise each Member notify the other Person in writing upon receipt by the Recipient or any of the substance its Affiliates of any conversations with written notice of any pending or threatened audit or assessment, suit, proposed adjustment, deficiency, dispute, administrative or judicial proceeding or other similar claim ("Tax Claim") received by the tax authorities in connection therewith and shall keep the Members advised of all developments Recipient from any Tax authority or any other Person with respect to any proposed adjustments that come to its attention. In addition, the Tax Matters Partner shall (i) provide each Member with a draft copy of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance of such submission, (ii) consider in good faith incorporating all changes or comments to such correspondence or filing requested by any Member and (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member shall have the right to participate, at its sole cost and expense, in any such meetings or conferences. (c) The Tax Matters Partner shall not, without a Required Majority Vote, (i) except in the case of any claim by the IRS that could give rise to an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code) with respect to a federal income tax matter or appeal any adverse determination of a judicial tribunal; (ii) enter into a settlement agreement with the IRS Losses for which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid by the Company. (d) If for any reason the IRS disregards the election made by the Company Seller is liable pursuant to Section 7.5(c) and commences any audit 9.1 or proceeding in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best efforts to convert the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(c). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claim. (e) If any Member intends to file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) calendar days prior to any such filing, notify the other Members of such intent, which notification must include a reasonable description of the contemplated action and the reasons for such action6.20; provided, however, that this Section 7.7(e) a failure by Purchaser to give such notice shall not relieve affect the Purchaser Indemnified Parties' rights to indemnification under this ARTICLE IX unless (and then solely to the extent) that Seller is materially prejudiced as a consequence of such Member’s obligation failure. (b) Parent and Seller shall control the conduct, through their own counsel at their sole expense, of any Tax Claim involving any asserted Liability with respect or relating solely to use any Pre-Closing Period and any income Tax Return that reports the activities of the Companies during a Straddle Period. Parent or Seller, as the case may be, shall have all commercially reasonable efforts rights to convert settle, compromise and/or concede such Tax Claim and Purchaser shall reasonably cooperate and shall cause the Company to reasonably cooperate; provided, however, that, Parent or Seller shall not settle, compromise and/or concede such Tax Claim in a Member level proceeding into manner that would adversely affect Purchaser or the Company without the consent of Purchaser, which consent shall not be unreasonably withheld or delayed. (c) With respect to any Tax Claim that involves any Straddle Period (other than an income Tax Claim which involves the activities of a Company level proceeding as provided Company), Purchaser shall control the conduct of any such Tax Claim, through counsel of Purchaser's own choosing with participation by Parent and Seller (at Parent and Seller's expense) and Purchaser shall have all rights to settle, compromise and/or concede such Tax Claim and Parent and Seller shall reasonably cooperate; provided, however, that Purchaser shall not settle, compromise and/or concede such Tax Claim in Section 7.7(d)a manner that would adversely affect Parent or Seller without the consent of Parent and Seller, which consent shall not be unreasonably withheld or delayed.

Tax Audits. (a) The Managing Member is hereby designated as Subject to this Section 4.4, the “tax matters partner,” as that term is defined in Section 6231(a)(7) Tax Representative shall have the sole authority to act on behalf of the Code (Company in connection with, make all relevant decisions regarding application of, and to exercise the “Tax Matters Partner”), of the Company, with all of the rights, duties rights and powers provided for in Sections 6221 through 6234 of the CodeRevised Partnership Audit Provisions, inclusiveincluding making any elections under the Revised Partnership Audit Provisions or any decisions to settle, provided however that in compromise, challenge, litigate or otherwise alter the case of a removal of the Managing Member after the occurrence defense of any Removal Eventaction, audit or examination before the Investor shall have the right to assume the rights and duties of the Tax Matters Partner IRS or any other tax authority (each, an “Audit”), and to be designated as such. The Managing Member is hereby directed expend Company funds for professional services and authorized to take whatever steps it, other expenses reasonably incurred in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member shall remain as the Tax Matters Partner so long as it retains any ownership interests in the Company unless the Investor assumes the rights and duties of the Tax Matters Partner under the proviso to the first sentence of this paragraphconnection therewith. (b) The Without limiting the foregoing, the Tax Matters Partner, in Consultation with Representative shall give prompt written notice to the other Members, shall use reasonable commercial efforts to direct Company Unitholder Representative of the defense commencement of any claims made by Audit of the Company or any tax authority of its Subsidiaries the resolution of which would reasonably be expected to have a disproportionate (compared to the extent that such claims relate to Manager) and adverse effect on the adjustment of Company items at the Company level and, in connection therewith, shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the other MembersSellers (a “Specified Audit”). The Tax Matters Partner shall promptly deliver to each Member a copy of all notices, communications, reports and writings received from the IRS by the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company items, shall promptly advise each Member of the substance of any conversations with the tax authorities in connection therewith and shall keep the Members advised of all developments with respect to any proposed adjustments that come to its attention. In addition, the Tax Matters Partner Representative shall (i) provide each Member with a draft copy keep the Company Unitholder Representative reasonably informed of the material developments and status of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance of such submissionSpecified Audit, (ii) consider permit the Company Unitholder Representative (or its designee) to participate (including using separate counsel), in good faith incorporating all changes or comments to such correspondence or filing requested by any Member and (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items case at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member shall have the right to participate, at its Sellers’ sole cost and expense, in any such meetings Specified Audit, and (iii) promptly notify the Company Unitholder Representative of receipt of a notice of a final partnership adjustment (or conferencesequivalent under applicable Laws) or a final decision of a court or IRS Independent Office of Appeals panel (or equivalent body under applicable Laws) with respect to such Specified Audit. The Tax Representative shall promptly provide the Company Unitholder Representative with copies of all material correspondence between the Tax Representative or the Company (as applicable) and any governmental entity in connection with such Specified Audit and shall give the Company Unitholder Representative a reasonable opportunity to review and comment on any material correspondence, submission (including settlement or compromise offers) or filing in connection with any such Specified Audit. Additionally, the Tax Representative shall not settle, compromise or abandon any Specified Audit in a manner that would reasonably be expected to have a disproportionate (compared to the Manager) and material adverse effect on the Sellers without the Company Unitholder Representative’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). The Tax Representative shall obtain the prior written consent of the Company Unitholder Representative (which consent shall not be unreasonably withheld, delayed or conditioned) before (i) making a Push Out Election or (ii) taking any other material action under the Revised Partnership Audit Provisions that, in each case, would reasonably be expected to have a material effect on the Sellers that is disproportionately adverse to them as compared to the Manager; provided, however, the Tax Representative may cause the Company to make a Push Out Election in its sole discretion (without the prior written consent of the Company Unitholder Representative) to the extent not making such Push Out Election would reasonably be expected to have a material effect on the Manager that is disproportionately adverse to it as compared to the Sellers. (c) The Tax Matters Partner shall not, without a Required Majority Vote, (i) except in the case of any claim by the IRS that could give rise to an indemnity claim under this Agreement or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code) with respect to a federal income tax matter or appeal any adverse determination of a judicial tribunal; (ii) enter into a settlement agreement with the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid by the Company. (d) If for any reason the IRS disregards the election made by the Company pursuant to Section 7.5(c) and commences any audit or proceeding in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best efforts to convert the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(c). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Tax Representative, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claim. (e) If any Member intends to file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) calendar days prior to any such filing, notify the other Members of such intent, which notification must include a reasonable description of the contemplated action Unitholder Representative and the reasons for such action; provided, however, that this Members expressly agree to be bound by the terms of Section 7.7(e) shall not relieve such Member’s obligation to use all commercially reasonable efforts to convert a Member level proceeding into a Company level proceeding as provided in Section 7.7(d).6.13

Tax Audits. (a) The Managing Member is hereby designated Manager shall serve as the “tax matters partner,” as that term is defined in Section 6231(a)(7) of partner for the Code Company (the “"Tax Matters Partner”"). Each Member, of by the Companyexecution hereof, with all of consents to the rights, duties and powers provided for in Sections 6221 through 6234 of the Code, inclusive, provided however that in the case of a removal of the Managing Member after the occurrence of any Removal Event, the Investor shall have the right to assume the rights and duties of Manager serving as the Tax Matters Partner and agrees to execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be designated as such. The Managing Member is hereby directed and authorized to take whatever steps it, in its reasonable discretion, deems necessary or desirable appropriate to perfect evidence such designationconsent. To the extent and in the manner provided by applicable law and regulations, including filing any forms or documents with the IRS and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member shall remain as the Tax Matters Partner so long as it retains any ownership interests in shall furnish the Company unless name, address, profits interest, and taxpayer identification number of each Member to the Investor assumes the rights and duties Secretary of the Treasury or his delegate (the "Treasury Secretary"). The Tax Matters Partner under shall keep the proviso Members informed of the administrative and judicial proceedings for the adjustment at the Company level of any item required to the first sentence of this paragraphbe taken into account by a Member for income tax purposes (such administrative proceedings referred to hereinafter as a "tax audit") and such judicial proceeding referred to hereinafter as "judicial review"). (b) The Tax Matters PartnerPartner is hereby authorized, but not required: (i) to enter into any settlement with the Internal Revenue Service or the Treasury Secretary with respect to any tax audit or judicial review, in Consultation with the other Members, shall use reasonable commercial efforts to direct the defense of any claims made by any tax authority to the extent that such claims relate to the adjustment of Company items at the Company level and, in connection therewith, shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by which agreement the Tax Matters Partner in Consultation may expressly state that such agreement shall bind the Members, except that such settlement agreement shall not bind any Member who (within the time prescribed pursuant to the Code and regulations thereunder) files a statement with the other Members. The Tax Matters Partner shall promptly deliver to each Member a copy of all notices, communications, reports and writings received from the IRS by the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company items, shall promptly advise each Member of the substance of any conversations with the tax authorities in connection therewith and shall keep the Members advised of all developments with respect to any proposed adjustments Treasury Secretary providing that come to its attention. In addition, the Tax Matters Partner shall not have the authority to enter into a settlement agreement on the behalf of such Member; (iii) provide each Member with in the event that a draft copy notice of a final partnership administrative adjustment at the Company level of any correspondence or filing item required to be submitted taken into account by a Member for tax purposes (a "final adjustment") is mailed to the Tax Matters Partner, to seek judicial review of such final adjustment, including the filing of a petition for readjustment with the Tax Court, the District Court of the United States for the district in which the Company's principal place of business is located, or the United States Court of Federal Claims; (iii) to intervene in any action brought by any Member for judicial review of a final adjustment; (iv) to file a request for an administrative adjustment with the Treasury Secretary at any time and, if any part of such request is not allowed by the Treasury Secretary, to file a petition for judicial review with respect to such request; (v) to enter into an agreement with the Internal Revenue Service to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Member for tax purposes, or an item affected by such item; and (vi) to take any other action on behalf of the Members of the Company in connection with any administrative or judicial proceedings relating tax proceeding to the determination of Company items at the Company level reasonably in advance of such submission, (ii) consider in good faith incorporating all changes extent permitted by applicable law or comments to such correspondence or filing requested by any Member and (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member shall have the right to participate, at its sole cost and expense, in any such meetings or conferencesregulations. (c) The Company shall indemnify and reimburse the Tax Matters Partner shall notfor all expenses, without a Required Majority Voteincluding legal and accounting fees, (i) except claims, liabilities, losses, and damages incurred in the case of connection with any claim by the IRS that could give rise to an indemnity claim under this Agreement administrative or any other Transaction Document in respect of federal income taxes or the loss of federal income tax benefits (a “Tax Loss Contest”), commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code) proceeding with respect to a federal income the tax matter or appeal any adverse determination liability of a judicial tribunal; (ii) enter into a settlement agreement with the IRS which purports to bind the Members; (iii) intervene in . The payment of all such expenses shall be made before any distributions are made to Members or any discretionary reserves are set aside by the Manager. The taking of any action as contemplated by Section 6226(b) and the incurring of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as any such proceeding, except to the extent required by law, is a matter in the sole discretion of the Tax Matters Partner and the provisions on limitations of liability and indemnification set forth herein shall be paid by fully applicable to the CompanyTax Matters Partner in his capacity as such. (d) If for Anything herein to the contrary notwithstanding, the Tax Matters Partner shall not make any reason the IRS disregards the election made by decision binding on the Company pursuant to Section 7.5(c) and commences in any audit proceedings or proceeding in which it makes a claim, or proposes to make a claim, against negotiations with any Member that could reasonably be expected to result in taxing authority without the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members consent of the same, and such Member, in Consultation with the other Members, shall at the expense of the Company use best efforts to convert the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(c). In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claimSupervisory Board. (e) If any Member intends to file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) calendar days prior to any such filing, notify the other Members of such intent, which notification must include a reasonable description of the contemplated action and the reasons for such action; provided, however, that this Section 7.7(e) shall not relieve such Member’s obligation to use all commercially reasonable efforts to convert a Member level proceeding into a Company level proceeding as provided in Section 7.7(d).

Tax Audits. (ai) The Managing Member is hereby designated as the “tax matters partner,” as that term is defined in Section 6231(a)(7) If notice of any Legal Proceeding with respect to Taxes of any of the Code Company and the Subsidiaries shall be received by Buyer, the Company, a Subsidiary or their Affiliates for which Sellers may reasonably be expected to be liable pursuant to Section 8.2(a) (the a “Tax Matters PartnerClaim”), Buyer shall within ten (10) days of receipt notify Sellers’ Representative in writing of such Tax Claim; provided, that the Companyfailure of Buyer to give Sellers’ Representative notice as provided herein shall not relieve Sellers of their obligations under this Section 8.7, with all except to the extent that any Seller is actually and materially prejudiced as a result of the rights, duties and powers provided for in Sections 6221 through 6234 of the Code, inclusive, provided however that in the case of a removal of the Managing Member after the occurrence of any Removal Event, the Investor such failure. (ii) Sellers’ Representative shall have the right to assume the rights and duties of the Tax Matters Partner and to be designated as such. The Managing Member is hereby directed and authorized to take whatever steps it, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member shall remain as the Tax Matters Partner so long as it retains any ownership interests in the Company unless the Investor assumes the rights and duties of the Tax Matters Partner under the proviso to the first sentence of this paragraph. (b) The Tax Matters Partner, in Consultation with the other Members, shall use reasonable commercial efforts to direct the defense control of any claims made by Tax Claim relating solely to a Pre-Closing Tax Period (excluding any tax authority to the extent that such claims relate to the adjustment Straddle Period) of Company items at the Company level and, in connection therewith, shall cause the Company to retain and to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner in Consultation with the other Members. The Tax Matters Partner shall promptly deliver to each Member a copy of all notices, communications, reports and writings received from the IRS by the Company or the Tax Matters Partner relating to or potentially resulting in an adjustment of Company items, shall promptly advise each Member of the substance of any conversations with the tax authorities in connection therewith and shall keep the Members advised of all developments with respect to any proposed adjustments that come to its attention. In addition, the Tax Matters Partner shall (i) provide each Member with a draft copy of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items Subsidiary at the Company level reasonably in advance expense of such submissionSellers’ Representative, provided that (iia) consider in good faith incorporating all changes or comments to such correspondence or filing requested by any Member and (iii) provide each Member with a final copy of such correspondence or filing. The Tax Matters Partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member Buyer shall have the right to participate, participate at its sole cost expense in such Tax Claim along with counsel of its choice, and expense(b) Sellers’ Representative shall not agree to a settlement or compromise of such Tax Claim without the prior written consent of Buyer (which consent shall not be unreasonably withheld, in any such meetings conditioned or conferences.delayed) unless the settlement or compromise (c1) The Tax Matters Partner shall not, without involves only a Required Majority Votecash payment that is timely paid directly by the Sellers or Sellers’ Representative, (i2) except in includes a full and unqualified release of Buyer, the case of any claim by the IRS that could give rise to an indemnity claim under this Agreement or any other Transaction Document Company Group and their Affiliates from all liability in respect of federal income taxes or the loss of federal income such Tax Claim and (3) is not reasonably expected to impact any future tax benefits (a “Tax Loss Contest”)positions that Buyer, commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code) with respect to a federal income tax matter or appeal any adverse determination of a judicial tribunal; (ii) enter into a settlement agreement with the IRS which purports to bind the Members; (iii) intervene in any action as contemplated by Section 6226(b) of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; or (v) except in the case of a Tax Loss Contest, enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid by the Company. (d) If for any reason the IRS disregards the election made by the Company pursuant Group or their Affiliates may take. Buyer shall have the right to Section 7.5(c) and commences any audit or proceeding in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in represent the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the same, and such Member, in Consultation with the other Members, shall at the expense interests of the Company use best efforts to convert the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company consistent with the election of the Company pursuant to Section 7.5(c). In the case of Subsidiary in any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claim. (e) If any Member intends to file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code Tax Claim with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) calendar days prior Tax Claims relating to any such filing, notify the other Members of such intent, which notification must include a reasonable description of the contemplated action and the reasons for such actionStraddle Period; provided, howeverthat (x) Sellers’ Representative shall have the right to participate at its expense in such Tax Claim along with counsel of its choice, that this Section 7.7(eand (y) Buyer shall not relieve agree to a settlement or compromise of such Member’s obligation Tax Claim to use all commercially reasonable efforts the extent related to convert a Member level proceeding into a Company level proceeding as provided in Section 7.7(dPre-Closing Tax Period without the prior written consent of Sellers’ Representative (which consent shall not be unreasonably withheld, conditioned or delayed).