Common use of Tax Matters Member Clause in Contracts

Tax Matters Member. (a) UAG is hereby designated as the initial "Tax Matters Member" ("TMM") of the Company under Section 6231 of the Code and the Treasury Regulations thereunder. Each Member hereby consents to such designation and agrees that upon the request of the Company it will execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. Upon the resignation or bankruptcy of UAG, or upon the failure of UAG to carry out the responsibilities of a TMM in a timely fashion, a successor to serve in such capacity shall be designated by vote of Members holding a majority of the interests in the Company. The TMM may employ experienced tax counsel to represent the Company in connection with any audit or investigation of the Company by the Internal Revenue Service ("IRS"), and in connection with all subsequent administrative and judicial proceedings arising out of such audit. The fees and expenses of such counsel shall be a Company expense and shall be paid by the Company. Such counsel shall be responsible for representing the Company; it shall be the responsibility of the Members, at their own expense, to employ tax counsel to represent their respective separate interests. The TMM shall keep the Members informed of all administrative and judicial proceedings as required by Code Section 6223(g) and shall furnish to each Member a copy of each notice or other communication received by the TMM from the IRS except such notice or communication sent directly to the Members by the IRS. All expenses incurred by the TMM in serving in such capacity shall be Company expenses and shall be paid by the Company. (b) Notwithstanding the foregoing, prior to taking any of the following actions the Company shall provide notice to the Members and shall provide the Members with a reasonable period of time in which to review and approve such action (which approval shall not be unreasonably withheld): (i) Any written correspondence or filings and any settlements in connection with any income tax audit of the Company or any other tax audit involving material taxes of the Company, including administrative settlement and judicial review. (ii) Except as set forth in Section 9.1(a) and Section 9.2, the making of any tax election. (iii) Any adjustment to the capital accounts of the Members in connection with Section 6.4(e) and Section 6.4(f). (iv) Approval of any income tax return of the Company and any other tax return of the Company which reflects the tax treatment of any item arising in connection with actions described in Section 4.2(e)(i)(1),(4), (5), (6) or (7) or 4.2(e)(ii) (2), (5) or (7). (v) Any allocation made pursuant to Section 7.2, and any decision to revise, alter or otherwise modify the methods of allocation set forth in Section 7 hereof.

Tax Matters Member. (a) UAG is hereby designated as Inland shall be the initial "Company’s “Tax Matters Member" Partner” as defined in Code Section 6231(a)(7) ("TMM") of the Company under Section 6231 of “TMP”). The TMP shall have the Code and right to resign by giving 30 days written notice to the Treasury Regulations thereunder. Each Member hereby consents to such designation and agrees that upon the request of the Company it will execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consentMembers. Upon the resignation or bankruptcy of UAG, or upon the failure of UAG to carry out the responsibilities of a TMM in a timely fashionTMP, a successor to serve in such capacity TMP shall be designated selected by vote of Members holding a majority of the interests in the CompanyMembers. The TMM may TMP shall employ experienced tax counsel to represent the Company in connection with any audit or investigation of the Company by the Internal Revenue Service ("IRS"), the “Service”) and in connection with all subsequent administrative and judicial proceedings arising out of such audit. The Company shall not be obligated to pay any fees and or other compensation to the TMP in its capacity as such; provided, however, that all reasonable expenses of such counsel incurred by the TMP in serving as the TMP shall be a Company expense expenses and the TMP shall be paid reimbursed by the CompanyCompany in connection therewith. Such counsel shall be responsible for representing Notwithstanding the Company; foregoing, it shall be the responsibility of the MembersManager and of each Member, at their own expense, to employ tax counsel to represent their respective separate interests. If the TMP is required by law or regulation to incur fees and expenses in connection with tax matters not affecting each of the Members, then the TMP may, in its sole discretion, seek reimbursement from or charge such fees and expenses to the Capital Accounts of those Members on whose behalf such fees and expenses were incurred. The TMM TMP shall keep the Members informed of all administrative and judicial proceedings proceedings, as required by Code Section 6223(g) ), and shall furnish to each Member a copy of each notice or other material communication received by the TMM TMP from the IRS Service, and each notice or other communication sent by the TMP to the Service, except such notice notices or communication communications as are sent directly to such Member by the Service. The relationship of the TMP to the Members by is that of a fiduciary, and the IRS. All expenses incurred by the TMM in serving TMP has a fiduciary obligation to perform its duties as TMP in such capacity manner as will serve the best interests of the Company and all of the Members. Notwithstanding the foregoing, the TMP shall be Company expenses and shall be paid by not take any position or action with the Company.Service without prior approval from the Members, including but not limited to any decision: (a) to enter into a settlement agreement which purports to bind Members other than the TMP; (b) Notwithstanding the foregoing, prior to taking any file a petition contemplated in Section 6226(a) or 6228(a) of the following actions Code; (c) to file any request contemplated in Section 6227(b) of the Code; (d) to enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. To the fullest extent permitted by law, the Company shall provide notice agrees to indemnify the Members TMP and shall provide the Members with a reasonable period its agents and save and hold them harmless, from and in respect of time in which to review and approve such action (which approval shall not be unreasonably withheld): (i) Any written correspondence or filings all reasonable fees, costs and any settlements expenses in connection with or resulting from any income tax audit claim, action or demand against the TMP, the Manager or the Company that arise out of or in any way relate to the TMP’s status as TMP for the Company, and (ii) all such claims, actions and demands and any losses or damages therefrom, including amounts paid in settlement or compromise of any such claim, action or demand; provided that this indemnity shall not extend to conduct by the TMP adjudged (i) not to have been undertaken reasonably and in good faith to promote the best interests of the Company in accordance with this Agreement or any other tax audit involving material taxes of the Company, including administrative settlement and judicial review. (ii) Except as set forth in Section 9.1(a) and Section 9.2to have constituted gross negligence, recklessness, intentional wrongdoing or breach or violation of this Agreement by the making of any tax electionTMP. (iii) Any adjustment to the capital accounts of the Members in connection with Section 6.4(e) and Section 6.4(f). (iv) Approval of any income tax return of the Company and any other tax return of the Company which reflects the tax treatment of any item arising in connection with actions described in Section 4.2(e)(i)(1),(4), (5), (6) or (7) or 4.2(e)(ii) (2), (5) or (7). (v) Any allocation made pursuant to Section 7.2, and any decision to revise, alter or otherwise modify the methods of allocation set forth in Section 7 hereof.

Tax Matters Member. (a) UAG is hereby designated as Inland shall be the initial "Company’s “Tax Matters Member" Partner” as defined in Code Section 6231(a)(7) ("TMM") of the Company under Section 6231 of “TMP”). The TMP shall have the Code and right to resign by giving 30 days written notice to the Treasury Regulations thereunder. Each Member hereby consents to such designation and agrees that upon the request of the Company it will execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consentMembers. Upon the resignation or bankruptcy of UAG, or upon the failure of UAG to carry out the responsibilities of a TMM in a timely fashionTMP, a successor to serve in such capacity TMP shall be designated selected by vote of Members holding a majority of the interests in the CompanyMembers. The TMM may TMP shall employ experienced tax counsel to represent the Company in connection with any audit or investigation of the Company by the Internal Revenue Service ("IRS"), the “Service”) and in connection with all subsequent administrative and judicial proceedings arising out of such audit. The Company shall not be obligated to pay any fees and or other compensation to the TMP in its capacity as such; provided, however, that all reasonable expenses of such counsel incurred by the TMP in serving as the TMP shall be a Company expense expenses and the TMP shall be paid reimbursed by the CompanyCompany in connection therewith. Such counsel shall be responsible for representing Notwithstanding the Company; foregoing, it shall be the responsibility of the MembersManager and of each Member, at their own expense, to employ tax counsel to represent their respective separate interests. If the TMP is required by law or regulation to incur fees and expenses in connection with tax matters not affecting each of the Members, then the TMP may, in its sole discretion, seek reimbursement from or charge such fees and expenses to the Capital Accounts of those Members on whose behalf such fees and expenses were incurred. The TMM TMP shall keep the Members informed of all administrative and judicial proceedings proceedings, as required by Code Section 6223(g) ), and shall furnish to each Member a copy of each notice or other material communication received by the TMM TMP from the IRS Service, and each notice or other communication sent by the TMP to the Service, except such notice notices or communication communications as are sent directly to such Member by the Service. The relationship of the TMP to the Members by is that of a fiduciary, and the IRS. All expenses incurred by the TMM in serving TMP has a fiduciary obligation to perform its duties as TMP in such capacity shall be manner as will serve the best interests of the Company expenses and shall be paid by all of the Company. (b) Members. Notwithstanding the foregoing, the TMP shall not take any position or action with the Service without prior approval from the Members, including but not limited to taking any decision: to enter into a settlement agreement which purports to bind Members other than the TMP; to file a petition contemplated in Section 6226(a) or 6228(a) of the following actions Code; to file any request contemplated in Section 6227(b) of the Code; to enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. To the fullest extent permitted by law, the Company shall provide notice agrees to indemnify the Members TMP and shall provide the Members with a reasonable period its agents and save and hold them harmless, from and in respect of time in which to review and approve such action (which approval shall not be unreasonably withheld): (i) Any written correspondence or filings all reasonable fees, costs and any settlements expenses in connection with or resulting from any income tax audit claim, action or demand against the TMP, the Manager or the Company that arise out of or in any way relate to the TMP’s status as TMP for the Company, and (ii) all such claims, actions and demands and any losses or damages therefrom, including amounts paid in settlement or compromise of any such claim, action or demand; provided that this indemnity shall not extend to conduct by the TMP adjudged (i) not to have been undertaken reasonably and in good faith to promote the best interests of the Company in accordance with this Agreement or any other tax audit involving material taxes of the Company, including administrative settlement and judicial review. (ii) Except as set forth in Section 9.1(a) and Section 9.2to have constituted gross negligence, recklessness, intentional wrongdoing or breach or violation of this Agreement by the making of any tax election. (iii) Any adjustment to the capital accounts of the Members in connection with Section 6.4(e) and Section 6.4(f). (iv) Approval of any income tax return of the Company and any other tax return of the Company which reflects the tax treatment of any item arising in connection with actions described in Section 4.2(e)(i)(1),(4), (5), (6) or (7) or 4.2(e)(ii) (2), (5) or (7). (v) Any allocation made pursuant to Section 7.2, and any decision to revise, alter or otherwise modify the methods of allocation set forth in Section 7 hereof.TMP. Membership

Tax Matters Member. (a) UAG GNGC, or an Affiliate of GNGC, is hereby designated appointed the “Tax Matters Partner” (herein sometimes referred to as the initial "“Tax Matters Member" ("TMM"”) of the Company under Section for all purposes pursuant to Sections 6221 and 6231 of the Code and the Treasury Regulations thereunderCode. Each Member hereby consents to such designation and agrees that upon the request of the Company it will execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. Upon the resignation or bankruptcy of UAGThe Tax Matters Member, or upon the failure of UAG to carry out the responsibilities of a TMM in a timely fashionits designee, a successor to serve in such capacity shall be designated by vote of Members holding a majority of the interests in the Company. The TMM may employ experienced tax counsel to represent the Company in connection with any audit or investigation of the Company by the Internal Revenue Service ("IRS"), and in connection with all subsequent administrative and judicial proceedings arising out of such audit. The fees and expenses of such counsel shall be a Company expense and shall be paid by the Company. Such counsel shall be responsible for representing the Company; it shall be the responsibility of the Members, at their own expense, to employ tax counsel to represent their respective separate interests. The TMM shall keep the Members informed of all administrative and judicial proceedings as required by Code Section 6223(gi) and shall furnish to each Member a copy of each notice or other communication received by the TMM from the IRS Internal Revenue Service or applicable state authority (except such notice notices or communication communications as are sent directly to each such Member), (ii) keep each Member informed of any administrative or judicial Proceeding, as required by Section 6223(g) of the Members by Code, (iii) allow each Member an opportunity to participate in all administrative and judicial Proceedings involving the IRStax matters of the Company, and (iv) advise and consult with each Member as to proposed adjustments to the federal or state income tax returns of the Company. All At least fifteen (15) days prior to the filing of the Company’s U.S. Partnership Tax Return, a draft of such return shall be circulated to each other Member for its review. The Tax Matters Member shall circulate to each other Member a draft of any state income tax return promptly after it is available, and, in any event, at least fifteen (15) days prior to the filing of any such return. Prior to the filing of any other federal, state or local tax return, the Tax Matters Member shall cause a draft of such tax return to be circulated to each other Member for its review promptly after it is available. The Company shall not be obligated to pay any fees or other compensation to the Tax Matters Member in its capacity as such, provided that the Company shall reimburse the Tax Matters Member for any and all out-of-pocket costs and expenses (including reasonable attorneys’ and other professional fees) incurred by it in its capacity as Tax Matters Member. The Company shall indemnify, defend and hold the TMM Tax Matters Member harmless from and against any loss, liability, damage, cost or expense (including reasonable attorneys’ fees) sustained or incurred as a result of any act or decision concerning Company tax matters and within the scope of such Member’s responsibility as Tax Matters Member, so long as such act or decision was not done fraudulently or in serving in bad faith or as a result of willful and wanton misconduct or gross negligence or, with respect to any criminal Proceeding against the Tax Matters Member, such capacity Member had no reasonable cause to believe its conduct was unlawful. The Tax Matters Member shall be Company expenses and shall be paid by consult with each other Member concerning the cost of legal services. The Tax Matters Member may resign upon thirty (30) days written notice to the Company. Notwithstanding the foregoing, the Tax Matters Member is not authorized to take any action with regard to the foregoing matters which would be binding on either the Company or the Member without the approval of the Executive Committee. (b) Notwithstanding the foregoing, prior If a Member objects to taking any of the following actions the Company shall provide notice to the Members and shall provide the Members with a reasonable period of time in which to review and approve such action (which approval shall not be unreasonably withheld): (i) Any written correspondence or filings and any settlements in connection with any income tax audit of the Company or any other tax audit involving material taxes of the Company, including administrative settlement and judicial review. (ii) Except as set forth in Section 9.1(a) and Section 9.2, the making of any tax election. (iii) Any adjustment to the capital accounts of the Members in connection with Section 6.4(e) and Section 6.4(f). (iv) Approval of any income tax return of the Company and any other tax return of the Company which reflects the tax treatment of an item on any income tax return, such Member shall promptly inform the Tax Matters Member of its objection and the grounds upon which the objection is based. If the Tax Matters Member, after due consideration of a Member’s objection, is of the view that the tax treatment of the item arising in connection with actions described question on the return as originally submitted is reasonable, then the Tax Matters Member shall cause the Company to file the return reporting the item in Section 4.2(e)(i)(1),(4), (5), (6) or (7) or 4.2(e)(ii) (2), (5) or (7)question in the manner originally submitted. (v) Any allocation made pursuant to Section 7.2, and any decision to revise, alter or otherwise modify the methods of allocation set forth in Section 7 hereof.

Tax Matters Member. (a) UAG is hereby designated as The Board of Managers shall appoint the initial "Company’s “Tax Matters Member" Partner” as defined in Code Section 6231(a)(7) ("TMM") of the Company under Section 6231 of the Code and the Treasury Regulations thereunder“TMP”). Each Member hereby consents to such designation and agrees that upon the request of the Company it will execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as The TMP may be necessary either the Manager or appropriate an individual appointed by the Manager. The TMP shall have the right to evidence such consentresign by giving 30 days written notice to the Members. Upon the resignation or bankruptcy of UAG, or upon the failure of UAG to carry out the responsibilities of a TMM in a timely fashionTMP, a successor to serve in such capacity TMP shall be designated selected by vote the Board of Members holding a majority of the interests in the CompanyManagers. The TMM may TMP shall employ experienced tax counsel to represent the Company in connection with any audit or investigation of the Company by the Internal Revenue Service ("IRS"), the “Service”) and in connection with all subsequent administrative and judicial proceedings arising out of such audit. The Company shall not be obligated to pay any fees and or other compensation to the TMP in its capacity as such; provided, however, that all reasonable expenses of such counsel incurred by the TMP in serving as the TMP shall be a Company expense expenses and the TMP shall be paid reimbursed by the CompanyCompany in connection therewith. Such counsel shall be responsible for representing Notwithstanding the Company; foregoing, it shall be the responsibility of the MembersBoard of Managers and of each Member, at their own expense, to employ tax counsel to represent their respective separate interests. If the TMP is required by law or regulation to incur fees and expenses in connection with tax matters not affecting each of the Members, then the TMP may, in its sole discretion, seek reimbursement from or charge such fees and expenses to the Capital Accounts of those Members on whose behalf such fees and expenses were incurred. The TMM TMP shall keep the Members informed of all administrative and judicial proceedings proceedings, as required by Code Section 6223(g) ), and shall furnish to each Member who so requests in writing a copy of each notice or other communication received by the TMM TMP from the IRS Service, except such notice notices or communication communications as are sent directly to the Members such Member by the IRSService. All expenses incurred by the TMM in serving in such capacity shall be Company expenses and shall be paid by the Company. (b) Notwithstanding the foregoing, prior to taking any The relationship of the following actions the Company shall provide notice TMP to the Members is that of a fiduciary, and shall provide the Members with TMP has a reasonable period fiduciary obligation to perform its duties as TMP in such manner as will serve the best interests of time the Company and all of the Members. To the fullest extent permitted by law, the Company agrees to indemnify the TMP and its agents and save and hold them harmless, from and in which to review and approve such action (which approval shall not be unreasonably withheld): respect of (i) Any written correspondence or filings all reasonable fees, costs and any settlements expenses in connection with or resulting from any income tax audit claim, action or demand against the TMP, the Manager, the Board of Managers, or the Company that arise out of or in any way relate to the TMP’s status as TMP for the Company, and (ii) all such claims, actions and demands and any losses or damages therefrom, including amounts paid in settlement or compromise of any such claim, action or demand; provided, however, that this indemnity shall not extend to conduct by the TMP adjudged (i) not to have been undertaken reasonably and in good faith to promote the best interests of the Company or any other tax audit involving material taxes of the Company, including administrative settlement and judicial review. (ii) Except as set forth in Section 9.1(a) and Section 9.2to have constituted gross negligence, recklessness or intentional wrongdoing by the making of any tax electionTMP. (iii) Any adjustment to the capital accounts of the Members in connection with Section 6.4(e) and Section 6.4(f). (iv) Approval of any income tax return of the Company and any other tax return of the Company which reflects the tax treatment of any item arising in connection with actions described in Section 4.2(e)(i)(1),(4), (5), (6) or (7) or 4.2(e)(ii) (2), (5) or (7). (v) Any allocation made pursuant to Section 7.2, and any decision to revise, alter or otherwise modify the methods of allocation set forth in Section 7 hereof.

Tax Matters Member. (a) UAG United Auto Group, Inc. ("UAG") is hereby designated as the initial "Tax Matters Member" ("TMM") of the Company under Section 6231 of the Code and the Treasury Regulations thereunder. Each Member hereby consents to such designation and agrees that upon the request of the Company it will execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. Upon the resignation or bankruptcy of UAG, or upon the failure of UAG to carry out the responsibilities of a TMM in a timely fashion, a successor to serve in such capacity shall be designated by vote of Members holding a majority of the interests in the Company. The TMM may employ experienced tax counsel to represent the Company in connection with any audit or investigation of the Company by the Internal Revenue Service ("IRS"), and in connection with all subsequent administrative and judicial proceedings arising out of such audit. The fees and expenses of such counsel shall be a Company expense and shall be paid by the Company. Such counsel shall be responsible for representing the Company; it shall be the responsibility of the Members, at their own expense, to employ tax counsel to represent their respective separate interests. The TMM shall keep the Members informed of all administrative and judicial proceedings as required by Code Section 6223(g) and shall furnish to each Member a copy of each notice or other communication received by the TMM from the IRS except such notice or communication sent directly to the Members by the IRS. All expenses incurred by the TMM in serving in such capacity shall be Company expenses and shall be paid by the Company. (b) Notwithstanding the foregoing, prior to taking any of the following actions the Company shall provide notice to the Members and shall provide the Members with a reasonable period of time in which to review and approve such action (which approval shall not be unreasonably withheld): (i) Any written correspondence or filings and any settlements in connection with any income tax audit of the Company or any other tax audit involving material taxes of the Company, including administrative settlement and judicial review. (ii) Except as set forth in Section 9.1(a) and Section 9.2, the making of any tax election. (iii) Any adjustment to the capital accounts of the Members in connection with Section 6.4(e) and Section 6.4(f). (iv) Approval of any income tax return of the Company and any other tax return of the Company which reflects the tax treatment of any item arising in connection with actions described in Section 4.2(e)(i)(1),(4), (5), (6) or (7) or 4.2(e)(ii) (2), (5) or (7). (v) Any allocation made pursuant to Section 7.2, and any decision to revise, alter or otherwise modify the methods of allocation set forth in Section 7 hereof.

Tax Matters Member. (a) UAG PAG is hereby designated as the initial "“Tax Matters Member" ” ("“TMM"”) of the Company under Section 6231 of the Code and the Treasury Regulations thereunder. Each Member hereby consents to such designation and agrees that upon the request of the Company it will execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. Upon the resignation or bankruptcy of UAGPAG, or upon the failure of UAG PAG to carry out the responsibilities of a TMM in a timely fashion, a successor to serve in such capacity shall be designated by vote of Members holding a majority of the interests in the Company. The TMM may employ experienced tax counsel to represent the Company in connection with any audit or investigation of the Company by the Internal Revenue Service ("“IRS"”), and in connection with all subsequent administrative and judicial proceedings arising out of such audit. The fees and expenses of such counsel shall be a Company expense and shall be paid by the Company. Such counsel shall be responsible for representing the Company; it shall be the responsibility of the Members, at their own expense, to employ tax counsel to represent their respective separate interests. The TMM shall keep the Members informed of all administrative and judicial proceedings as required by Code Section 6223(g) and shall furnish to each Member a copy of each notice or other communication received by the TMM from the IRS except such notice or communication sent directly to the Members by the IRS. All expenses incurred by the TMM in serving in such capacity shall be Company expenses and shall be paid by the Company. (b) Notwithstanding the foregoing, prior to taking any of the following actions the Company shall provide notice to the Members and shall provide the Members with a reasonable period of time in which to review and approve such action (which approval shall not be unreasonably withheld): (i) Any written correspondence or filings and any settlements in connection with any income tax audit of the Company or any other tax audit involving material taxes of the Company, including administrative settlement and judicial review. (ii) Except as set forth in Section 9.1(a) and Section 9.2, the making of any tax election. (iii) Any adjustment to the capital accounts of the Members in connection with Section 6.4(e) and Section 6.4(f). (iv) Approval of any income tax return of the Company and any other tax return of the Company which reflects the tax treatment of any item arising in connection with actions described in Section 4.2(e)(i)(1),(4), (5), (6) or (7) or 4.2(e)(ii) (2), (5) or (7). (v) Any allocation made pursuant to Section 7.2, and any decision to revise, alter or otherwise modify the methods of allocation set forth in Section 7 hereof.

Tax Matters Member. (a) UAG GNGC, or an Affiliate of GNGC, is hereby designated appointed the "Tax Matters Partner" (herein sometimes referred to as the initial "Tax Matters Member" ("TMM") of the Company under Section for all purposes pursuant to Sections 6221 and 6231 of the Code and the Treasury Regulations thereunderCode. Each Member hereby consents to such designation and agrees that upon the request of the Company it will execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. Upon the resignation or bankruptcy of UAGThe Tax Matters Member, or upon the failure of UAG to carry out the responsibilities of a TMM in a timely fashionits designee, a successor to serve in such capacity shall be designated by vote of Members holding a majority of the interests in the Company. The TMM may employ experienced tax counsel to represent the Company in connection with any audit or investigation of the Company by the Internal Revenue Service ("IRS"), and in connection with all subsequent administrative and judicial proceedings arising out of such audit. The fees and expenses of such counsel shall be a Company expense and shall be paid by the Company. Such counsel shall be responsible for representing the Company; it shall be the responsibility of the Members, at their own expense, to employ tax counsel to represent their respective separate interests. The TMM shall keep the Members informed of all administrative and judicial proceedings as required by Code Section 6223(gi) and shall furnish to each Member a copy of each notice or other communication received by the TMM from the IRS Internal Revenue Service or applicable state authority (except such notice notices or communication communications as are sent directly to each such Member), (ii) keep each Member informed of any administrative or judicial Proceeding, as required by Section 6223(g) of the Members by Code, (iii) allow each Member an opportunity to participate in all administrative and judicial Proceedings involving the IRStax matters of the Company, and (iv) advise and consult with each Member as to proposed adjustments to the federal or state income tax returns of the Company. All At least fifteen (15) days prior to the filing of the Company's U.S. Partnership Tax Return, a draft of such return shall be circulated to each other Member for its review. The Tax Matters Member shall circulate to each other Member a draft of any state income tax return promptly after it is available, and, in any event, at least fifteen (15) days prior to the filing of any such return. Prior to the filing of any other federal, state or local tax return, the Tax Matters Member shall cause a draft of such tax return to be circulated to each other Member for its review promptly after it is available. The Company shall not be obligated to pay any fees or other compensation to the Tax Matters Member in its capacity as such, provided that the Company shall reimburse the Tax Matters Member for any and all out-of-pocket costs and expenses (including reasonable attorneys' and other professional fees) incurred by it in its capacity as Tax Matters Member. The Company shall indemnify, defend and hold the TMM Tax Matters Member harmless from and against any loss, liability, damage, cost or expense (including reasonable attorneys' fees) sustained or incurred as a result of any act or decision concerning Company tax matters and within the scope of such Member's responsibility as Tax Matters Member, so long as such act or decision was not done fraudulently or in serving in bad faith or as a result of willful and wanton misconduct or gross negligence or, with respect to any criminal Proceeding against the Tax Matters Member, such capacity Member had no reasonable cause to believe its conduct was unlawful. The Tax Matters Member shall be Company expenses and shall be paid by consult with each other Member concerning the cost of legal services. The Tax Matters Member may resign upon thirty (30) days written notice to the Company. Notwithstanding the foregoing, the Tax Matters Member is not authorized to take any action with regard to the foregoing matters which would be binding on either the Company or the Member without the approval of the Executive Committee. (b) Notwithstanding the foregoing, prior If a Member objects to taking any of the following actions the Company shall provide notice to the Members and shall provide the Members with a reasonable period of time in which to review and approve such action (which approval shall not be unreasonably withheld): (i) Any written correspondence or filings and any settlements in connection with any income tax audit of the Company or any other tax audit involving material taxes of the Company, including administrative settlement and judicial review. (ii) Except as set forth in Section 9.1(a) and Section 9.2, the making of any tax election. (iii) Any adjustment to the capital accounts of the Members in connection with Section 6.4(e) and Section 6.4(f). (iv) Approval of any income tax return of the Company and any other tax return of the Company which reflects the tax treatment of an item on any income tax return, such Member shall promptly inform the Tax Matters Member of its objection and the grounds upon which the objection is based. If the Tax Matters Member, after due consideration of a Members objection, is of the view that the tax treatment of the item arising in connection with actions described question on the return as originally submitted is reasonable, then the Tax Matters Member shall cause the Company to file the return reporting the item in Section 4.2(e)(i)(1),(4), (5), (6) or (7) or 4.2(e)(ii) (2), (5) or (7)question in the manner originally submitted. (v) Any allocation made pursuant to Section 7.2, and any decision to revise, alter or otherwise modify the methods of allocation set forth in Section 7 hereof.

Tax Matters Member. (a) UAG GNGC, or an Affiliate of GNGC, is hereby designated appointed the “Tax Matters Partner” (herein sometimes referred to as the initial "“Tax Matters Member" ("TMM"”) of the Company under Section for all purposes pursuant to Sections 6221 and 6231 of the Code and the Treasury Regulations thereunderCode. Each Member hereby consents to such designation and agrees that upon the request of the Company it will execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. Upon the resignation or bankruptcy of UAGThe Tax Matters Member, or upon the failure of UAG to carry out the responsibilities of a TMM in a timely fashionits designee, a successor to serve in such capacity shall be designated by vote of Members holding a majority of the interests in the Company. The TMM may employ experienced tax counsel to represent the Company in connection with any audit or investigation of the Company by the Internal Revenue Service ("IRS"), and in connection with all subsequent administrative and judicial proceedings arising out of such audit. The fees and expenses of such counsel shall be a Company expense and shall be paid by the Company. Such counsel shall be responsible for representing the Company; it shall be the responsibility of the Members, at their own expense, to employ tax counsel to represent their respective separate interests. The TMM shall keep the Members informed of all administrative and judicial proceedings as required by Code Section 6223(gi) and shall furnish to each Member a copy of each notice or other communication received by the TMM from the IRS Internal Revenue Service or applicable state authority (except such notice notices or communication communications as are sent directly to each such Member), (ii) keep each Member informed of any administrative or judicial Proceeding, as required by Section 6223(g) of the Members by Code, (iii) allow each Member an opportunity to participate in all administrative and judicial Proceedings involving the IRStax matters of the Company, and (iv) advise and consult with each Member as to proposed adjustments to the federal or state income tax returns of the Company. All At least fifteen (15) days prior to the filing of the Company’s U.S. Partnership Tax Return, a draft of such return shall be circulated to each other Member for its review. The Tax Matters Member shall circulate to each other Member a draft of any state income tax return promptly after it is available, and, in any event, at least fifteen (15) days prior to the filing of any such return. Prior to the filing of any other federal, state or local tax return, the Tax Matters Member shall cause a draft of such tax return to be circulated to each other Member for its review promptly after it is available. The Company shall not be obligated to pay any fees or other compensation to the Tax Matters Member in its capacity as such, provided that the Company shall reimburse the Tax Matters Member for any and all out-of-pocket costs and expenses (including reasonable attorneys’ and other professional fees) incurred by it in its capacity as Tax Matters Member. The Company shall indemnify, defend and hold the TMM Tax Matters Member harmless from and against any loss, liability, damage, cost or expense (including reasonable attorneys’ fees) sustained or incurred as a result of any act or decision concerning Company tax matters and within the scope of such Member’s responsibility as Tax Matters Member, so long as such act or decision was not done fraudulently or in serving in bad faith or as a result of willful and wanton misconduct or gross negligence or, with respect to any criminal Proceeding against the Tax Matters Member, such capacity Member had no reasonable cause to believe its conduct was unlawful. The Tax Matters Member shall be Company expenses and shall be paid by consult with each other Member concerning the cost of legal services. The Tax Matters Member may resign upon thirty (30) days written notice to the Company. Notwithstanding the foregoing, the Tax Matters Member is not authorized to take any action with regard to the foregoing matters which would be binding on either the Company or the Member without the approval of the Executive Committee. (b) Notwithstanding the foregoing, prior If a Member objects to taking any of the following actions the Company shall provide notice to the Members and shall provide the Members with a reasonable period of time in which to review and approve such action (which approval shall not be unreasonably withheld): (i) Any written correspondence or filings and any settlements in connection with any income tax audit of the Company or any other tax audit involving material taxes of the Company, including administrative settlement and judicial review. (ii) Except as set forth in Section 9.1(a) and Section 9.2, the making of any tax election. (iii) Any adjustment to the capital accounts of the Members in connection with Section 6.4(e) and Section 6.4(f). (iv) Approval of any income tax return of the Company and any other tax return of the Company which reflects the tax treatment of an item on any income tax return, such Member shall promptly inform the Tax Matters Member of its objection and the grounds upon which the objection is based. If the Tax Matters Member, after due consideration of a Members objection, is of the view that the tax treatment of the item arising in connection with actions described question on the return as originally submitted is reasonable, then the Tax Matters Member shall cause the Company to file the return reporting the item in Section 4.2(e)(i)(1),(4), (5), (6) or (7) or 4.2(e)(ii) (2), (5) or (7)question in the manner originally submitted. (v) Any allocation made pursuant to Section 7.2, and any decision to revise, alter or otherwise modify the methods of allocation set forth in Section 7 hereof.

Tax Matters Member. (a) UAG United Auto Group, Inc. ("UAG") is hereby designated as the initial "Tax Matters Member" ("TMM") of the Company under Section 6231 of the Code and the Treasury Regulations thereunder. Each Member hereby consents to such designation and agrees that upon the request of the Company it will execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. Upon the resignation or bankruptcy of UAG, or upon the failure of UAG to carry out the responsibilities of a TMM in a timely fashion, a successor to serve in such capacity shall be designated by vote of Members holding a majority of the interests in the Company. The TMM may employ experienced tax counsel to represent the Company in connection with any audit or investigation of the Company by the Internal Revenue Service ("IRS"), and in connection with --- all subsequent administrative and judicial proceedings arising out of such audit. The fees and expenses of such counsel shall be a Company expense and shall be paid by the Company. Such counsel shall be responsible for representing the Company; it shall be the responsibility of the Members, at their own expense, to employ tax counsel to represent their respective separate interests. The TMM shall keep the Members informed of all administrative and judicial proceedings as required by Code Section 6223(g) and shall furnish to each Member a copy of each notice or other communication received by the TMM from the IRS except such notice or communication sent directly to the Members by the IRS. All expenses incurred by the TMM in serving in such capacity shall be Company expenses and shall be paid by the Company. (b) Notwithstanding the foregoing, prior to taking any of the following actions the Company shall provide notice to the Members and shall provide the Members with a reasonable period of time in which to review and approve such action (which approval shall not be unreasonably withheld): (i) Any written correspondence or filings and any settlements in connection with any income tax audit of the Company or any other tax audit involving material taxes of the Company, including administrative settlement and judicial review. (ii) Except as set forth in Section 9.1(a) and Section 9.2, the making of any tax election. (iii) Any adjustment to the capital accounts of the Members in connection with Section 6.4(e) and Section 6.4(f). (iv) Approval of any income tax return of the Company and any other tax return of the Company which reflects the tax treatment of any item arising in connection with actions described in Section 4.2(e)(i)(1),(4), (5), (6) or (7) or 4.2(e)(ii) (2), (5) or (7). (v) Any allocation made pursuant to Section 7.2, and any decision to revise, alter or otherwise modify the methods of allocation set forth in Section 7 hereof.