Common use of Tax Matters Member; Filing of Returns Clause in Contracts

Tax Matters Member; Filing of Returns. (a) Pursuant to Section 6231(a) of the Code, or any subsequent similar provision, until changed by a resolution of the Members, Blocker Sub is hereby designated as the Company’s “tax matters partner” within the meaning of Section 6231(a)(7) of the Code (the “Tax Matters Member”) and shall have the following rights and responsibilities: (i) Subject to the provisions of this Section 4.4, the Tax Matters Member shall be entitled to take any action or decline to take any action with respect to taxes, all as required by Law. (ii) The Tax Matters Member shall take such action as may be necessary to cause each of the other Members to become a “notice partner” within the meaning of Section 6231(a)(8) of the Code. (iii) The Tax Matters Member is authorized to represent the Company before the IRS and any other Governmental Entity with jurisdiction, and to sign such consents and to enter into settlements and other agreements with such agencies as the Board of Managers deems necessary or advisable. (iv) The Tax Matters Member shall promptly inform the Board of Managers and the Common Holders’ Tax Representatives of all significant matters that may come to its attention in its capacity as the Tax Matters Member and shall forward to the Board of Managers and the Common Holders’ Tax Representatives copies of all significant written communications it may receive or submit in such capacity, including any written adjustment by any taxing authority which would materially affect Common Holders’ liability for actual cash taxes in excess of Tax Distributions to which the Common Holders are then entitled or reasonably expected to become entitled. The Tax Matters Member shall consult with the Board of Managers in good faith with respect to any written notice of any material inquiries, claims, assessments, audits, controversies or similar events received from any taxing authority, and the Tax Matters Member will not settle or otherwise compromise any material tax issue with respect to the Company without the prior written consent of the Board of Managers, which consent shall not be unreasonably withheld or delayed (with a failure to respond within ten calendar days after notification being deemed consent). (b) The Company shall prepare or cause to be prepared the United States federal, state, local, foreign and any other required tax returns of the Company and shall file or cause to be filed such returns on a timely basis, and any such United States federal income tax returns will be reviewed by a nationally recognized accounting firm. (c) The Company shall transmit copies of the United States federal income tax returns referenced in Section 4.4(b) to the Board of Managers and the Tax Representatives on or before the earliest of (i) July 2, and (ii) forty-five calendar days before the due date of each such return. The Company shall not cause any such tax return to be filed unless the Board of Managers has consented to its filing (with a failure to respond within thirty calendar days after receipt being deemed consent). (d) To the extent appropriate, the Tax Representatives shall be consulted in connection with the preparation and filing of tax returns contemplated by this Section 4.4. (e) Notwithstanding any other provisions of this Section 4.4, the Company shall not take any position on any return for which it does not have substantial authority under relevant tax Law. (f) The provisions of this Section 4.4 shall apply for all taxable years ending on or before the effective date of a Section 2.8 Conversion and shall survive the termination of the Company or any Member’s interest in the Company and shall remain binding on the Members for as long as necessary to resolve any and all matters regarding the federal income taxation of the Company or the Members with respect to the Company in respect of taxable years ending on or before the effective date of a Section 2.8

Tax Matters Member; Filing of Returns. (a) Pursuant to Section 6231(a) of the Code, or any subsequent similar provision, until changed by a resolution of the Members, Blocker Sub FIM is hereby designated as the Company’s “tax matters partner” within the meaning of Section 6231(a)(7) of the Code (the “Tax Matters Member”) and shall have the following rights and responsibilities: (i) Subject to the provisions of this Section 4.4, the Tax Matters Member shall be entitled to take any action or decline to take any action with respect to taxes, all as required by Law. (ii) The Tax Matters Member shall take such action as may be necessary to cause each of the other Members to become a “notice partner” within the meaning of Section 6231(a)(8) of the Code. (iii) The Tax Matters Member is authorized to represent the Company before the IRS and any other Governmental Entity with jurisdiction, and to sign such consents and to enter into settlements and other agreements with such agencies as the Board of Managers deems necessary or advisable. (iv) The Tax Matters Member shall promptly inform the Board of Managers and the Common Holders’ Tax Representatives Joint Majority Holders of all significant matters that may come to its attention in its capacity as the Tax Matters Member and shall forward to the Board of Managers and the Common Holders’ Tax Representatives Joint Majority Holders copies of all significant written communications it may receive or submit in such capacity, including any written adjustment by any taxing authority which would materially affect Common Holderssuch Members’ liability for actual cash taxes in excess of Tax Distributions to which the Common Holders are then entitled or reasonably expected to become entitledtaxes. The Tax Matters Member shall agrees to consult with the Board of Managers Joint Majority Holders in good faith with respect to any written notice of any material inquiries, claims, assessments, audits, controversies or similar events received from any taxing authority, and the Tax Matters Member will not settle or otherwise compromise any material tax issue with respect to the Company without the prior written consent of the Board of ManagersJoint Majority Holders, which consent shall not be unreasonably withheld or delayed (with a failure to respond within ten calendar days after notification being deemed consent)delayed. (b) The At the direction of the Tax Matters Member, the Company shall prepare or cause to be prepared the United States federal, state, local, foreign and any other required tax returns of the Company and shall file or cause to be filed such returns on a timely basis, and any such United States federal income tax which returns will be may have been reviewed by a nationally recognized accounting firmthe Independent Auditor. (c) The Company shall transmit copies of the United States federal income tax returns referenced in Section 4.4(b) to the Board of Managers and the Tax Representatives Joint Majority Holders on or before the earliest of (i) July 2, and (ii) forty-five calendar days before the due date of each such return, and (iii) such date as is reasonably requested by the Joint Majority Holders. The Company shall not cause any such tax return to be filed unless the Board of Managers has Joint Majority Holders have consented to its filing (with a failure to respond within thirty calendar days after receipt being deemed consent); provided, however, that, if the Joint Majority Holders do not consent to the filing of any tax return at least fifteen calendar days before the due date, then the Company (A) shall promptly notify the Joint Majority Holders of the disputed issues; and (B) may file such return after making a good faith effort to incorporate in such return any comments previously received from the Joint Majority Holders. (d) To the extent appropriate, the Tax Representatives Joint Majority Holders shall be consulted in connection with the preparation and filing of tax returns contemplated by this Section 4.4. (e) Notwithstanding any other provisions of this Section 4.4, the Company shall not take any position on any return for which it does not have substantial authority under relevant tax Law. At the request of the Majority Class A Holders or the Majority Class B Holders, as applicable, the Company shall provide, with respect to any proposed return position, such requesting party with the opinion of a nationally recognized law or accounting firm reasonably acceptable to the Board of Managers stating that such position has substantial authority in relevant tax Law. The fees and costs of such law or accounting firm shall be borne by the Company. (f) The provisions of this Section 4.4 shall apply for all taxable years ending on or before the effective date of a Section 2.8 Conversion and shall survive the termination of the Company or any Member’s interest in the Company and shall remain binding on the Members for as long as necessary to resolve any and all matters regarding the federal income taxation of the Company or the Members with respect to the Company. (g) Promptly following the written request of the Tax Matters Member, the Company shall, to the fullest extent permitted by Law, reimburse and indemnify the Tax Matters Member for all reasonable expenses, including reasonable legal and accounting fees, incurred in connection with any administrative or judicial proceeding with respect to the tax liability of (i) the Company and/or (ii) the Members in connection with the operations of the Company. (h) For so long as the Initial Class B Holders collectively hold at least twenty percent (20%) of the Common Membership Interests, except in the case of the Company Conversion, each of the Company and the Members shall use their respective best efforts to structure any merger, consolidation, reorganization, recapitalization, contribution, conversion, initial or subsequent Public Offering, initial or subsequent public offering by any Subsidiary of the Company (which is not treated as a corporation for federal income tax purposes prior to such Public Offering) or Public Offering of the Equity Securities of the Company in respect such a way as not to cause the Company or the relevant Subsidiary to be treated as a corporation for federal income tax purposes. For the avoidance of doubt, this Section 4.4(h) is intended to allow a proportionate amount of the income, gain, loss and deductions of the Company or the relevant Subsidiary to continue to be reported on the tax return of the Class B Holders. (i) Management Company hereby represents and warrants that it has taken all necessary actions to be classified as an association (taxable years ending on or before as a corporation) under Treasury Regulation Section 301.7701-3 and that it has not made an election pursuant to Code Section 1362. Management Company covenants that it will not change its status for federal income tax purposes without the effective date prior written consent of a Section 2.8GM Holdco, which consent shall not be unreasonably withheld.

Tax Matters Member; Filing of Returns. (a) Pursuant to Section 6231(a) of the Code, or any subsequent similar provision, until changed by a resolution of the Members, Blocker Sub is hereby designated as the Company’s “tax matters partner” within the meaning of Section 6231(a)(7) of the Code (the “Tax Matters Member”) and shall have the following rights and responsibilities: (i) Subject to the provisions of this Section 4.4, the Tax Matters Member shall be entitled to take any action or decline to take any action with respect to taxes, all as required by Law. (ii) The Tax Matters Member shall take such action as may be necessary to cause each of the other Members to become a “notice partner” within the meaning of Section 6231(a)(8) of the Code. (iii) The Tax Matters Member is authorized to represent the Company before the IRS and any other Governmental Entity with jurisdiction, and to sign such consents and to enter into settlements and other agreements with such agencies as the Board of Managers deems necessary or advisable. (iv) The Tax Matters Member shall promptly inform the Board of Managers and the Common Holders’ ' Tax Representatives of all significant matters that may come to its attention in its capacity as the Tax Matters Member and shall forward to the Board of Managers and the Common Holders’ ' Tax Representatives copies of all significant written communications it may receive or submit in such capacity, including any written adjustment by any taxing authority which would materially affect Common Holders’ liability for actual cash taxes in excess of Tax Distributions to which the Common Holders are then entitled or reasonably expected to become entitled. The Tax Matters Member shall consult with the Board of Managers in good faith with respect to any written notice of any material inquiries, claims, assessments, audits, controversies or similar events received from any taxing authority, and the Tax Matters Member will not settle or otherwise compromise any material tax issue with respect to the Company without the prior written consent of the Board of Managers, which consent shall not be unreasonably withheld or delayed (with a failure to respond within ten calendar days after notification being deemed consent). (b) The Company shall prepare or cause to be prepared the United States federal, state, local, foreign and any other required tax returns of the Company and shall file or cause to be filed such returns on a timely basis, and any such United States federal income tax returns will be reviewed by a nationally recognized accounting firm. (c) The Company shall transmit copies of the United States federal income tax returns referenced in Section 4.4(b) to the Board of Managers and the Tax Representatives on or before the earliest of (i) July 2, and (ii) forty-five calendar days before the due date of each such return. The Company shall not cause any such tax return to be filed unless the Board of Managers has consented to its filing (with a failure to respond within thirty calendar days after receipt being deemed consent). (d) To the extent appropriate, the Tax Representatives shall be consulted in connection with the preparation and filing of tax returns contemplated by this Section 4.4. (e) Notwithstanding any other provisions of this Section 4.4, the Company shall not take any position on any return for which it does not have substantial authority under relevant tax Law. (f) The provisions of this Section 4.4 shall apply for all taxable years ending on or before the effective date of a Section 2.8 Conversion and shall survive the termination of the Company or any Member’s interest in the Company and shall remain binding on the Members for as long as necessary to resolve any and all matters regarding the federal income taxation of the Company or the Members with respect to the Company in respect of taxable years ending on or before the effective date of a Section 2.8

Tax Matters Member; Filing of Returns. (a) Pursuant to Section 6231(a) of the Code, or any subsequent similar provision, until changed by a resolution of the Members, Blocker Sub FIM is hereby designated as the Company’s “tax matters partner” within the meaning of Section 6231(a)(7) of the Code (the “Tax Matters Member”) and shall have the following rights and responsibilities: (i) Subject to the provisions of this Section 4.4, the Tax Matters Member shall be entitled to take any action or decline to take any action with respect to taxes, all as required by Law. (ii) The Tax Matters Member shall take such action as may be necessary to cause each of the other Members to become a “notice partner” within the meaning of Section 6231(a)(8) of the Code. (iii) The Tax Matters Member is authorized to represent the Company before the IRS and any other Governmental Entity with jurisdiction, and to sign such consents and to enter into settlements and other agreements with such agencies as the Board of Managers deems necessary or advisable. (iv) The Tax Matters Member shall promptly inform the Board of Managers and the Common Holders’ Tax Representatives Joint Majority Holders of all significant matters that may come to its attention in its capacity as the Tax Matters Member and shall forward to the Board of Managers and the Common Holders’ Tax Representatives Joint Majority Holders copies of all significant written communications it may receive or submit in such capacity, including any written adjustment by any taxing authority which would materially affect Common Holderssuch Members’ liability for actual cash taxes in excess of Tax Distributions to which the Common Holders are then entitled or reasonably expected to become entitledtaxes. The Tax Matters Member shall agrees to consult with the Board of Managers Joint Majority Holders in good faith with respect to any written notice of any material inquiries, claims, assessments, audits, controversies or similar events received from any taxing authority, and the Tax Matters Member will not settle or otherwise compromise any material tax issue with respect to the Company without the prior written consent of the Board of ManagersJoint Majority Holders, which consent shall not be unreasonably withheld or delayed (with a failure to respond within ten calendar days after notification being deemed consent)delayed. (b) The At the direction of the Tax Matters Member, the Company shall prepare or cause to be prepared the United States federal, state, local, foreign and any other required tax returns of the Company and shall file or cause to be filed such returns on a timely basis, and any such United States federal income tax which returns will be may have been reviewed by a nationally recognized accounting firmthe Independent Auditor. (c) The Company shall transmit copies of the United States federal income tax returns referenced in Section 4.4(b) to the Board of Managers and the Tax Representatives Joint Majority Holders on or before the earliest of (i) July 2, and (ii) forty-five calendar days before the due date of each such return, and (iii) such date as is reasonably requested by the Joint Majority Holders. The Company shall not cause any such tax return to be filed unless the Board of Managers has Joint Majority Holders have consented to its filing (with a failure to respond within thirty calendar days after receipt being deemed consent); provided, however, that, if the Joint Majority Holders do not consent to the filing of any tax return at least fifteen calendar days before the due date, then the Company (A) shall promptly notify the Joint Majority Holders of the disputed issues; and (B) may file such return after making a good faith effort to incorporate in such return any comments previously received from the Joint Majority Holders. (d) To the extent appropriate, the Tax Representatives Joint Majority Holders shall be consulted in connection with the preparation and filing of tax returns contemplated by this Section 4.4. (e) Notwithstanding any other provisions of this Section 4.4, the Company shall not take any position on any return for which it does not have substantial authority under relevant tax Law. At the request of the Majority Class A Holders or the Majority Class B Holders, as applicable, the Company shall provide, with respect to any proposed return position, such requesting party with the opinion of a nationally recognized law or accounting firm reasonably acceptable to the Board of Managers stating that such position has substantial authority in relevant tax Law. The fees and costs of such law or accounting firm shall be borne by the Company. (f) The provisions of this Section 4.4 shall apply for all taxable years ending on or before the effective date of a Section 2.8 Conversion and shall survive the termination of the Company or any Member’s interest in the Company and shall remain binding on the Members for as long as necessary to resolve any and all matters regarding the federal income taxation of the Company or the Members with respect to the Company. (g) Promptly following the written request of the Tax Matters Member, the Company shall, to the fullest extent permitted by Law, reimburse and indemnify the Tax Matters Member for all reasonable expenses, including reasonable legal and accounting fees, incurred in connection with any administrative or judicial proceeding with respect to the tax liability of (i) the Company and/or (ii) the Members in connection with the operations of the Company. (h) For so long as the Initial Class B Holders collectively hold at least twenty percent (20%) of the Common Membership Interests, each of the Company and the Members shall use their respective best efforts to structure any merger, consolidation, reorganization, recapitalization, contribution, conversion, initial or subsequent Public Offering, initial or subsequent public offering by any Subsidiary of the Company (which is not treated as a corporation for federal income tax purposes prior to such Public Offering) or Public Offering of the Equity Securities of the Company in respect such a way as not to cause the Company or the relevant Subsidiary to be treated as a corporation for federal income tax purposes. For the avoidance of doubt, this Section 4.4(h) is intended to allow a proportionate amount of the income, gain, loss and deductions of the Company or the relevant Subsidiary to continue to be reported on the tax return of the Class B Holders. (i) Management Company hereby represents and warrants that it has taken all necessary actions to be classified as an association (taxable years ending on or before as a corporation) under Treasury Regulation Section 301.7701-3 and that it has not made an election pursuant to Code Section 1362. Management Company covenants that it will not change its status for federal income tax purposes without the effective date prior written consent of a Section 2.8GM Holdco, which consent shall not be unreasonably withheld.

Tax Matters Member; Filing of Returns. (a) Pursuant to Section 6231(a) of the Code, or any subsequent similar provision, until changed by a resolution of the Members, Blocker Sub FIM is hereby designated as the Company’s “tax matters partner” within the meaning of Section 6231(a)(7) of the Code (the “Tax Matters Member”) and shall have the following rights and responsibilities: (i) Subject to the provisions of this Section 4.4, the Tax Matters Member shall be entitled to take any action or decline to take any action with respect to taxes, all as required by Law. (ii) The Tax Matters Member shall take such action as may be necessary to cause each of the other Members to become a “notice partner” within the meaning of Section 6231(a)(8) of the Code. (iii) The Tax Matters Member is authorized to represent the Company before the IRS and any other Governmental Entity with jurisdiction, and to sign such consents and to enter into settlements and other agreements with such agencies as the Board of Managers deems necessary or advisable. (iv) The Tax Matters Member shall promptly inform the Board of Managers and the Common Holders’ Tax Representatives Joint Majority Holders of all significant matters that may come to its attention in its capacity as the Tax Matters Member and shall forward to the Board of Managers and the Common Holders’ Tax Representatives Joint Majority Holders copies of all significant written communications it may receive or submit in such capacity, including any written adjustment by any taxing authority which would materially affect Common Holderssuch Members’ liability for actual cash taxes in excess of Tax Distributions to which the Common Holders are then entitled or reasonably expected to become entitledtaxes. The Tax Matters Member shall agrees to consult with the Board of Managers Joint Majority Holders in good faith with respect to any written notice of any material inquiries, claims, assessments, audits, controversies or similar events received from any taxing authority, and the Tax Matters Member will not settle or otherwise compromise any material tax issue with respect to the Company without the prior written consent of the Board of ManagersJoint Majority Holders, which consent shall not be unreasonably withheld or delayed (with a failure to respond within ten calendar days after notification being deemed consent)delayed. (b) The At the direction of the Tax Matters Member, the Company shall prepare or cause to be prepared the United States federal, state, local, foreign and any other required tax returns of the Company and shall file or cause to be filed such returns on a timely basis, and any such United States federal income tax which returns will be may have been reviewed by a nationally recognized accounting firmthe Independent Auditor. (c) The Company shall transmit copies of the United States federal income tax returns referenced in Section 4.4(b) to the Board of Managers and the Tax Representatives Joint Majority Holders on or before the earliest of (i) July 2, and (ii) forty-five calendar days before the due date of each such return. The Company shall not cause any such tax return to be filed unless the Board of Managers has consented to its filing (with a failure to respond within thirty calendar days after receipt being deemed consent). (d) To the extent appropriate, the Tax Representatives shall be consulted in connection with the preparation and filing of tax returns contemplated by this Section 4.4. (e) Notwithstanding any other provisions of this Section 4.4, the Company shall not take any position on any return for which it does not have substantial authority under relevant tax Law. (f) The provisions of this Section 4.4 shall apply for all taxable years ending on or before the effective date of a Section 2.8 Conversion and shall survive the termination of the Company or any Member’s interest in the Company and shall remain binding on the Members for as long as necessary to resolve any and all matters regarding the federal income taxation of the Company or the Members with respect to the Company in respect of taxable years ending on or before the effective date of a Section 2.8,

Tax Matters Member; Filing of Returns. (a) Pursuant to Section 6231(a) of the Code, or any subsequent similar provision, until changed by a resolution of the Members, Blocker Sub FIM is hereby designated as the Company’s “tax matters partner” within the meaning of Section 6231(a)(7) of the Code (the “Tax Matters Member”) and shall have the following rights and responsibilities: (i) Subject to the provisions of this Section 4.4, the Tax Matters Member shall be entitled to take any action or decline to take any action with respect to taxes, all as required by Law. (ii) The Tax Matters Member shall take such action as may be necessary to cause each of the other Members to become a “notice partner” within the meaning of Section 6231(a)(8) of the Code. (iii) The Tax Matters Member is authorized to represent the Company before the IRS and any other Governmental Entity with jurisdiction, and to sign such consents and to enter into settlements and other agreements with such agencies as the Board of Managers deems necessary or advisable. (iv) The Tax Matters Member shall promptly inform the Board of Managers and the Common Holders’ Tax Representatives Super Majority Holders of all significant matters that may come to its attention in its capacity as the Tax Matters Member and shall forward to the Board of Managers and the Common Holders’ Tax Representatives Super Majority Holders copies of all significant written communications it may receive or submit in such capacity, including any written adjustment by any taxing authority which would materially affect Common Holderssuch Members’ liability for actual cash taxes in excess of Tax Distributions to which the Common Holders are then entitled or reasonably expected to become entitledtaxes. The Tax Matters Member shall agrees to consult with the Board of Managers Super Majority Holders in good faith with respect to any written notice of any material inquiries, claims, assessments, audits, controversies or similar events received from any taxing authority, and the Tax Matters Member will not settle or otherwise compromise any material tax issue with respect to the Company without the prior written consent of the Board of ManagersSuper Majority Holders, which consent shall not be unreasonably withheld or delayed (with a failure to respond within ten calendar days after notification being deemed consent)delayed. (b) The At the direction of the Tax Matters Member, the Company shall prepare or cause to be prepared the United States federal, state, local, foreign and any other required tax returns of the Company and shall file or cause to be filed such returns on a timely basis, and any such United States federal income tax which returns will be may have been reviewed by a nationally recognized accounting firmthe Independent Auditor. (c) The Company shall transmit copies of the United States federal income tax returns referenced in Section 4.4(b) to the Board of Managers and the Tax Representatives Super Majority Holders on or before the earliest of (i) July 2, and (ii) forty-five calendar days before the due date of each such return, and (iii) such date as is reasonably requested by the Super Majority Holders. The Company shall not cause any such tax return to be filed unless the Board of Managers has Super Majority Holders have consented to its filing (with a failure to respond within thirty calendar days after receipt being deemed consent); provided, however, that, if the Super Majority Holders do not consent to the filing of any tax return at least fifteen calendar days before the due date, then the Company (A) shall promptly notify the Super Majority Holders of the disputed issues; and (B) may file such return after making a good faith effort to incorporate in such return any comments previously received from the Super Majority Holders. (d) To the extent appropriate, the Tax Representatives Super Majority Holders shall be consulted in connection with the preparation and filing of tax returns contemplated by this Section 4.4. (e) Notwithstanding any other provisions of this Section 4.4, the Company shall not take any position on any return for which it does not have substantial authority under relevant tax Law. At the request of the Majority Class A Holders or the Majority Class B Holders, as applicable, the Company shall provide, with respect to any proposed return position, such requesting party with the opinion of a nationally recognized law or accounting firm reasonably acceptable to the Board of Managers stating that such position has substantial authority in relevant tax Law. The fees and costs of such law or accounting firm shall be borne by the Company. (f) The provisions of this Section 4.4 shall apply for all taxable years ending on or before the effective date of a Section 2.8 Conversion and shall survive the termination of the Company or any Member’s interest in the Company and shall remain binding on the Members for as long as necessary to resolve any and all matters regarding the federal income taxation of the Company or the Members with respect to the Company. (g) Promptly following the written request of the Tax Matters Member, the Company shall, to the fullest extent permitted by Law, reimburse and indemnify the Tax Matters Member for all reasonable expenses, including reasonable legal and accounting fees, incurred in connection with any administrative or judicial proceeding with respect to the tax liability of (i) the Company and/or (ii) the Members in connection with the operations of the Company. (h) For so long as the Initial Class B Holders collectively hold at least twenty percent (20%) of the Common Membership Interests, except in the case of the Company Conversion, each of the Company and the Members shall use their respective best efforts to structure any merger, consolidation, reorganization, recapitalization, contribution, conversion, initial or subsequent Public Offering, initial or subsequent public offering by any Subsidiary of the Company (which is not treated as a corporation for federal income tax purposes prior to such Public Offering) or Public Offering of the Equity Securities of the Company in respect such a way as not to cause the Company or the relevant Subsidiary to be treated as a corporation for federal income tax purposes. For the avoidance of doubt, this Section 4.4(h) is intended to allow a proportionate amount of the income, gain, loss and deductions of the Company or the relevant Subsidiary to continue to be reported on the tax return of the Class B Holders. (i) Management Company hereby represents and warrants that it has taken all necessary actions to be classified as an association (taxable years ending on or before as a corporation) under Treasury Regulation Section 301.7701-3 and that it has not made an election pursuant to Code Section 1362. Management Company covenants that it will not change its status for federal income tax purposes without the effective date prior written consent of a Section 2.8GM Holdco, which consent shall not be unreasonably withheld.