Common use of Tax Return Preparation Clause in Contracts

Tax Return Preparation. (a) Subject to Section 2.2(b), (i) IHM shall prepare and file, or cause to be prepared and filed, all Tax Returns that are required under applicable law to be filed by, with respect to or on behalf of any Outdoor Group Member (whether or not such Outdoor Group Member files a Tax Return on a consolidated, combined or unitary basis with any IHM Group Member) on or before the date of the CCH Distribution and which IHM has prepared and filed, or caused to be prepared and filed with respect to or on behalf of any Outdoor Group Member pursuant to the most recent past practice of IHM, and (ii) IHM shall prepare and file, or cause to be prepared and filed, any Tax Return which IHM determines shall be filed on a consolidated, combined or unitary basis with any Outdoor Group Member, for any Taxable Period beginning before a Deconsolidation Event applicable to the Tax that is the subject matter of the relevant Tax Return. (b) With respect to the Tax Returns prepared by IHM pursuant to Section 2.2(a), CCOH or, after the CCOH Merger, CCH shall be entitled to review (i) any income Tax Returns which relate solely to the Outdoor Group and (ii) any Tax Returns, or portions thereof, which relate to (x) Taxes for which an Outdoor Group Member may be liable under applicable law or (y) Taxes or Tax Items in respect of which any Outdoor Group Member is entitled to any rights or benefits, or has any obligations, under this Agreement. IHM shall provide each such Tax Return or portions thereof, as applicable, to CCOH or, after the CCOH Merger, CCH at least thirty (30) days prior to the due date for filing such Tax Return (including extensions). CCOH or CCH shall provide comments as soon as practicable with respect to such Tax Returns or portions thereof, and, either (i) IHM shall reflect such comments on such Tax Returns, or (ii) the consent of CCOH or, after the CCOH Merger, CCH, not to be unreasonably withheld or delayed, shall be required, in each case before such Tax Returns are filed with the applicable Taxing Authority, provided, however, that IHM shall not be required to reflect the comments of CCOH or, after the CCOH Merger, CCH or obtain the consent of CCOH or, after the CCOH Merger, CCH with respect to any matter reflected on such Tax Return which is not reasonably expected to affect any Taxes or Tax Items in respect of which any Outdoor Group Member is entitled to any rights or benefits, or has any obligations, under this Agreement, provided further, however, that if a dispute involving a position on a Tax Return cannot be resolved pursuant to those provisions prior to the due date (including extensions) for any such Tax Return, the Tax Return shall be timely filed with IHM’s position reflected and, following the resolution of such dispute, such Tax Return shall be amended to the extent necessary to reflect the resolution of such dispute. Any disputes with respect to any such Tax Return or portion thereof, as applicable, shall be subject to Section 3.3 and Section 4.4. (c) Except as set forth in, and without duplication of any payments made under, the Transition Services Agreement, CCOH or, after the CCOH Merger, CCH shall reimburse IHM for an allocable portion of its expenses incurred in preparing and filing any Tax Returns described in Section 2.2(a) on behalf of any Outdoor Group Member, as such allocation is reasonably agreed to by IHM and CCOH or, after the CCOH Merger, CCH. (d) Unless otherwise required by law, the IHM Group Members and Outdoor Group Members, as applicable, shall file the appropriate information and statements, as required by Treasury Regulations Section and 1.368-3, with the IRS with respect to the CCOH Merger, and shall retain the appropriate information relating to the CCOH Merger as described in Treasury Regulations Section 1.368-3(d).

Tax Return Preparation. (a) Subject GE shall determine, in its sole and absolute discretion but in accordance with applicable law, whether to file (or to cause to be filed) consolidated federal income Tax Returns pursuant to Section 2.2(b1501 of the Code, or consolidated, combined, joint, unitary or other similar Tax Returns with respect to income or other Taxes pursuant to applicable provisions of any federal, state, local or foreign law, that include both a member of the RF Group and a member of the GE Group (each such Tax Return, a “GE Consolidated Tax Return”). GE shall retain the sole and absolute discretion, to the extent permitted by applicable Law, whether to include any particular RF Group member in any GE Consolidated Tax Return for any Taxable Year; provided, however, that if the inclusion or exclusion of an RF Group member in any GE Consolidated Tax Return is inconsistent with past practice, GE shall provide notice to RF at least 90 days prior to the due date for any affected Tax Return. (ib) IHM GE shall prepare and filetimely file (or cause to be prepared and timely filed) (1) all Tax Returns (other than GE Consolidated Tax Returns) relating to any member of the RF Group if such Tax Return relates (in whole or in part) to the assets, or reports the activities or results of operations, of the GE Business, and (2) all GE Consolidated Tax Returns. To the extent that RF would be liable under this Agreement for any portion of the Tax shown on any Tax Return described in Section 2(b)(1), GE shall provide a copy of such Tax Return to RF for its review and comment at least 25 days prior to the due date therefor. (c) RF shall prepare and file (or cause to be prepared and filed, ) all other Tax Returns of the members of the RF Group that are required not described in Section 2(b). To the extent that GE would be liable under applicable law to be filed by, with respect to or on behalf of this Agreement for any Outdoor Group Member (whether or not such Outdoor Group Member files a Tax Return on a consolidated, combined or unitary basis with any IHM Group Member) on or before the date portion of the CCH Distribution and which IHM has prepared and filed, or caused to be prepared and filed with respect to or Tax shown on behalf of any Outdoor Group Member pursuant to the most recent past practice of IHM, and (ii) IHM shall prepare and file, or cause to be prepared and filed, any Tax Return which IHM determines shall be filed on a consolidated, combined or unitary basis with any Outdoor Group Member, for any Taxable Period beginning before a Deconsolidation Event applicable to the Tax that is the subject matter of the relevant Tax Return. (b) With respect to the Tax Returns prepared by IHM pursuant to described in this Section 2.2(a2(c), CCOH or, after the CCOH Merger, CCH shall be entitled to review (i) any income Tax Returns which relate solely to the Outdoor Group and (ii) any Tax Returns, or portions thereof, which relate to (x) Taxes for which an Outdoor Group Member may be liable under applicable law or (y) Taxes or Tax Items in respect of which any Outdoor Group Member is entitled to any rights or benefits, or has any obligations, under this Agreement. IHM RF shall provide each a copy of such Tax Return or portions thereof, as applicable, to CCOH or, after the CCOH Merger, CCH GE for its review and comment at least thirty (30) 25 days prior to the due date therefor and, subject to the last sentence of Section 2(e), shall accept and reflect thereon, to the extent related to Taxes for filing such Tax Return (including extensions). CCOH or CCH shall provide which GE is liable and not prohibited by applicable Law, any comments as soon as practicable provided by GE with respect to such Tax Returns or portions thereofReturn prior to its filing. (d) RF shall, andand shall cause each member of the RF Group to, either furnish to GE (i1) IHM shall reflect such comments on such Tax Returns, or (ii) the consent of CCOH or, within 5 days after the CCOH Mergerconclusion of each calendar quarter in which an RF Group member is included in a GE Consolidated Tax Return, CCHsufficient information, not prepared in a manner consistent with the past practice of the Retail Finance Business or as otherwise reasonably requested by GE, to be unreasonably withheld or delayedallow GE to calculate and pay any estimated Taxes, shall be required(2) within 45 days after the close of each calendar year in which an RF Group member is included in a GE Consolidated Tax Return, in each case before such pro forma Tax Returns are filed and Tax Return packages prepared in a manner consistent with the applicable Taxing Authoritypast practices of the Retail Finance Business, providedand (3) as soon as practical in response to a reasonable request by GE, howeverany work papers and other similar information and documentation relevant for the preparation of the GE Consolidated Tax Returns and other Tax Returns (clauses (1) through (3), that IHM together, the “Tax Data”). As promptly as practicable, GE shall not be required to reflect the comments of CCOH or, after the CCOH Merger, CCH or obtain the consent of CCOH or, after the CCOH Merger, CCH provide RF with respect to any matter reflected on such a schedule for each Tax Return which is not reasonably expected to affect any Taxes or setting forth the differences, if any, between the Tax Items in respect Data submitted by a member of which any Outdoor the RF Group Member is entitled to any rights or benefits, or has any obligations, under this Agreement, provided further, however, that if a dispute involving a position and the information reported on a Tax Return cannot be resolved pursuant to those provisions prior to the due date (including extensions) for any such Tax Return, the Tax Return shall be timely filed with IHM’s position reflected and, following the resolution of such dispute, such Tax Return shall be amended to the extent necessary to reflect the resolution of such dispute. Any disputes with respect to any such Tax Return or portion thereof, as applicable, shall be subject to Section 3.3 and Section 4.4prepared by GE. (ce) Except as set forth RF shall have the right to be kept reasonably informed of, to consult with, and to participate in, and without duplication the preparation of any payments made under, the Transition Services Agreement, CCOH or, after the CCOH Merger, CCH shall reimburse IHM for an allocable portion of its expenses incurred in preparing and filing any Tax Returns described in Section 2.2(a2(b) to the extent such Tax Returns relate to Taxes for which RF is liable under this Agreement, and GE shall accept and reflect thereon any reasonable comments provided by RF with respect to such Tax Return prior to its filing, as determined by GE in its reasonable discretion. RF shall provide (or cause to be provided) any necessary certifications or powers of attorney, and RF shall sign and execute (or cause to be signed and executed) Tax Returns, as shall be necessary to allow GE to file any Tax Returns described in Section 2(b) on behalf of the relevant members of the RF Group. Notwithstanding anything to the contrary herein, no RF Group member shall be required to sign or execute (or be required to cause to be signed or executed), any Outdoor Group MemberTax Return described in Section 2(b) or Section 2(c) that reflects a position that both (1) is not consistent with past practice (to the extent there is a considered past practice regarding such position), and (2) does not meet the “more likely than not” standard under Treasury Regulation Section 1.6662-4(d)(2) (as such allocation is reasonably agreed to determined by IHM and CCOH or, after the CCOH Merger, CCHRF in its reasonable discretion). (df) Unless otherwise required by lawThe party responsible for filing a Tax Return pursuant to this Section 2 shall be the only party permitted to file (or to cause to be filed) any amendment to such Tax Return (subject to review, the IHM Group Members comment, and Outdoor Group Members, as applicable, shall file the appropriate information and statements, as required by Treasury Regulations Section and 1.368-3, with the IRS similar rights afforded with respect to such Tax Return to the CCOH Mergerother party under this Section 2). Without the prior written consent of GE in its sole and absolute discretion, RF shall not (and shall retain not permit any member of the appropriate RF Group to) prepare any Tax Return covering the same time period for which any RF Group member is included in a GE Consolidated Tax Return in a manner that reports any item inconsistently with the information relating provided by RF to GE under Section 2(d) or, to the CCOH Merger as described knowledge of RF, the manner in Treasury Regulations Section 1.368-3(d)which the same item is reported on a GE Consolidated Tax Return, except to the extent that such inconsistent reporting is required by differences in applicable Law.

Tax Return Preparation. (a) Subject to Section 2.2(b), (i) IHM To the extent not filed prior to the Closing Date, the Seller shall prepare and file, (or cause to be prepared and filed, prepared) all Tax Returns that are required under applicable law to be filed byby each of the Companies and their Subsidiaries for all Pre-Closing Tax Periods (each, a “Pre-Closing Period Tax Return”). All such Pre-Closing Period Tax Returns shall be prepared in a manner that is consistent with respect the prior practice of the Companies and their Subsidiaries, except as reasonably approved by Buyer. Buyer shall allow Seller access to any and all data and information necessary for the preparation of such Pre-Closing Period Tax Returns and shall cooperate fully with the Seller in the preparation of such Pre-Closing Period Tax Returns; provided, that no employee of Buyer, any Company or on behalf of any Outdoor Group Member (whether or not Company Subsidiary shall be required to sign any such Outdoor Group Member files a Tax Return on a consolidatedwithout, combined or unitary basis with any IHM Group Member) on or before at the date request of the CCH Distribution and which IHM has prepared and filedsuch employee, or caused to be prepared and filed with respect to or on behalf of any Outdoor Group Member pursuant to the most recent past practice of IHM, and (ii) IHM shall prepare and file, or cause to be prepared and filed, any Tax Return which IHM determines shall be filed on a consolidated, combined or unitary basis with any Outdoor Group Member, being fully indemnified by Seller for any Taxable Period beginning before liability incurred as a Deconsolidation Event applicable to the Tax that is the subject matter consequence of the relevant signing such Tax Return. (b) . With respect to the each Pre-Closing Period Tax Returns prepared by IHM pursuant to Section 2.2(a), CCOH or, Return filed after the CCOH MergerClosing Date, CCH shall be entitled to review (i) any income Tax Returns which relate solely to the Outdoor Group and (ii) any Tax Returns, or portions thereof, which relate to (x) Taxes for which an Outdoor Group Member may be liable under applicable law or (y) Taxes or Tax Items in respect of which any Outdoor Group Member is entitled to any rights or benefits, or has any obligations, under this Agreement. IHM shall provide each such Tax Return or portions thereof, as applicable, to CCOH or, after the CCOH Merger, CCH at least no later than thirty (30) days prior to the due date (taking into account any valid extensions thereof) (“Due Date”) for the filing of such Pre-Closing Period Tax Return, the Seller shall submit, or cause to be submitted, to the Buyer for its review drafts of such Pre-Closing Period Tax Return (including extensionstogether with all related work papers). CCOH or CCH Within ten days following Buyer’s receipt of such Pre-Closing Period Tax Return, Buyer shall provide comments as soon as practicable with respect have the right to object to such Pre-Closing Period Tax Returns or portions thereofReturn (by written notice to the Seller). If Buyer does not object by written notice to the Seller within such time period, and, either (i) IHM shall reflect such comments on such Pre-Closing Period Tax Returns, or (ii) the consent of CCOH or, after the CCOH Merger, CCH, not to be unreasonably withheld or delayed, Return shall be requireddeemed to have been accepted and agreed upon, and final and conclusive, for purposes of this Section 4.15(a)(i). If Buyer objects to such Pre-Closing Period Tax Return, it shall notify the Seller of such disputed item (or items) (in each case before such Tax Returns are filed with written notice) and the applicable Taxing Authoritybasis for its objection and the Buyer and Seller shall act in good faith to resolve any such dispute as promptly as practicable. If the Buyer and Seller have not reached agreement regarding such dispute, the dispute shall be presented to the Independent Accounting Firm, whose determination shall be binding upon both Buyer and Seller, provided, however, that IHM (i) such determination shall not be limited to whether the disputed item is consistent with past practices, if applicable, and (ii) the Buyer and Seller shall require the Independent Accounting Firm to make a determination within ten (10) days but in no event later than five (5) days prior to the Due Date of such Pre-Closing Period Tax Return. With respect to each such Pre-Closing Period Tax Return, no later than two (2) days prior to the Due Date of such Pre-Closing Period Tax Return, (x) the Seller shall submit to the Buyer final drafts of such Pre-Closing Period Tax Return and (y) the Seller shall pay to the Buyer an amount equal to the liability for Taxes that are shown to be due and payable on the face of such Pre-Closing Period Tax Return. The Buyer shall cause the applicable Company or Subsidiary (as the case may be) to file each Pre-Closing Period Tax Return and pay to the applicable Tax authority all amounts shown to be due and payable on the face of such Pre-Closing Period Tax Return. (ii) The Buyer shall prepare (or cause to be prepared) all Tax Returns that are required to reflect be filed by each of the comments Companies and their Subsidiaries for all Straddle Periods (each, a “Straddle Period Tax Return”). All such Straddle Period Tax Returns shall be prepared and filed in a manner that is consistent with the prior practice of CCOH orthe Companies and their Subsidiaries, after the CCOH Merger, CCH or obtain the consent of CCOH or, after the CCOH Merger, CCH with except as required by applicable Law. With respect to any matter reflected on each Straddle Period Tax Return, no later than thirty days prior to the Due Date for the filing of such Straddle Period Tax Return, the Buyer shall submit, or cause to be submitted, to the Seller for its review drafts of such Straddle Period Tax Return which is not reasonably expected (together with all related work papers), and shall notify Seller of Buyer’s calculation of the Taxes of such Straddle Period allocated to affect any Taxes or Tax Items the Interim Period of such Straddle Period (in respect of which any Outdoor Group Member is entitled to any rights or benefits, or has any obligations, under accordance with this Agreement). Within ten days following Seller’s receipt of such Straddle Period Tax Return (and the calculation of the Taxes allocated to the Interim Period of the Straddle Period), provided furtherSeller shall have the right to object to such Straddle Period Tax Return or calculation (by written notice to the Buyer). If Seller does not object by written notice to the Buyer within such time period, such Straddle Period Tax Return and calculation shall be deemed to have been accepted and agreed upon, and final and conclusive, for purposes of this Section 4.15(a)(ii). If Seller objects to such Straddle Period Tax Return and/or calculation of the Taxes allocated to the Interim Period of the Straddle Period (in accordance with this Agreement), it shall notify the Buyer of such disputed item (or items) (in such written notice) and the basis for its objection and the Seller and Buyer shall act in good faith to resolve any such dispute as promptly as practicable. If the Seller and Buyer have not reached agreement regarding such dispute, the dispute shall be presented to the Independent Accounting Firm, whose determination shall be binding upon both Seller and Buyer, provided, however, that if the Seller and Buyer shall require the Independent Accounting Firm to make a dispute involving a position on a Tax Return cannot be resolved pursuant to those provisions determination within ten (10) days but in no event later than five (5) days prior to the due date (including extensions) for any Due Date of such Straddle Period Tax Return. With respect to each Straddle Period Tax Return, no later than two (2) days prior to the Due Date of such Straddle Period Tax Return, Seller shall pay to the Buyer an amount equal to the Seller’s portion of the liability for Taxes of such Straddle Period (that are shown to be due and payable on the face of such Straddle Period Tax Return) that are allocable to the Interim Period in accordance with this Agreement. The Buyer shall cause the applicable Company or Subsidiary (as the case may be) to file each Straddle Period Tax Return shall and pay to the applicable Tax authority all amounts shown to be timely filed with IHM’s position reflected and, following due and payable on the resolution face of such dispute, such Straddle Period Tax Return shall be amended to the extent necessary to reflect the resolution of such dispute. Any disputes with respect to any such Tax Return or portion thereof, as applicable, shall be subject to Section 3.3 and Section 4.4Return. (ciii) Except as set forth in, and without duplication of any payments made under, Notwithstanding anything to the Transition Services contrary in this Agreement, CCOH or, after the CCOH Merger, CCH each party shall reimburse IHM be responsible for an allocable portion of its own costs and expenses incurred in preparing connection with this Section 4.15(a), provided, however, that all costs and filing any Tax Returns described in Section 2.2(a) on behalf expenses of any Outdoor Group Member, as such allocation is reasonably agreed to the Independent Accounting Firm shall be paid fifty percent by IHM the Seller and CCOH or, after fifty percent by the CCOH Merger, CCHBuyer. (d) Unless otherwise required by law, the IHM Group Members and Outdoor Group Members, as applicable, shall file the appropriate information and statements, as required by Treasury Regulations Section and 1.368-3, with the IRS with respect to the CCOH Merger, and shall retain the appropriate information relating to the CCOH Merger as described in Treasury Regulations Section 1.368-3(d).

Tax Return Preparation. (a) Subject to Section 2.2(b), (i) IHM shall Pre-Closing Tax Returns. Seller will prepare and file, or cause to be prepared and filed, all Tax Returns in respect of any of the Entities relating to Pre-Closing Periods that are due after the Closing Date (including Tax Returns required under applicable law to be filed by, by or with respect to or on behalf any of any Outdoor Group Member (whether or not such Outdoor Group Member files a Tax Return the Entities on a consolidated, combined or unitary basis with Seller or any IHM Group MemberAffiliate thereof) on (“Seller Returns”). Seller will furnish Purchaser any Seller Return due after the Closing for Purchaser’s review and comment at least 30 Business Days prior to the due date any such Seller Return is filed (or such shorter period as the circumstances require, but only in the case of a non-income Tax Return or a monthly Tax Return), and Purchaser will provide Seller with Purchaser’s written comments no later than 15 Business Days (or such shorter period as the circumstances require, but only in the case of a non-income Tax Return or a monthly Tax Return) before the due date of any such Seller Return. Seller will consider in good faith any revisions to the CCH Distribution Seller Returns that are timely and which IHM has prepared reasonably requested by Purchaser in respect of any such Tax Return. Seller and filed, Purchaser agree to consult and promptly resolve in good faith any issue arising as a result of Purchaser’s review of such Seller Returns. Seller will pay or caused cause to be prepared and filed with paid to the relevant Governmental Authority all amounts required to be paid in respect to or on behalf of any Outdoor Group Member such Tax Returns as determined pursuant to this Section ‎11.1(a), to the most recent past practice of IHM, and extent not already taken into account in determining the Final Purchase Price or attributable to a Purchaser Tax Act. (iib) IHM shall All Other Tax Returns. Purchaser will prepare and file, or cause to be prepared and filed, any all Tax Return which IHM determines shall Returns other than those described in Section ‎11.1(a) above required to be filed by or on a consolidated, combined behalf of or unitary basis with in respect of any Outdoor Group Member, for any Taxable Period beginning before a Deconsolidation Event applicable to the Tax that is the subject matter of the relevant Tax Return. (b) With respect to the Entities, including Tax Returns prepared by IHM pursuant to Section 2.2(afor a Straddle Period (“Purchaser Returns”), CCOH or, after the CCOH Merger, CCH shall be entitled to review (i) . Purchaser will furnish Seller any income Tax Returns which relate solely to the Outdoor Group and (ii) any Tax Returns, or portions thereof, which relate to (x) Taxes Purchaser Return for which an Outdoor Group Member may Seller could be liable under applicable law or (y) Taxes or Tax Items in respect of which any Outdoor Group Member is entitled to any rights or benefits, or has any obligations, under this Agreement. IHM shall provide each such Tax Return or portions thereof, as applicable, to CCOH or, after the CCOH Merger, CCH Article 11 for Seller’s review and comment at least thirty (30) days 30 Business Days prior to the due date for filing of any such Purchaser Return (or such shorter period as the circumstances require, but only in the case of a non-income Tax Return or a monthly Tax Return), and Seller will provide Purchaser with Seller’s written comments no later than 15 Business Days (including extensions)or such shorter period as the circumstances require, but only in the case of a non-income Tax Return or a monthly Tax Return) before the due date of any such Purchaser Return. CCOH Purchaser will consider in good faith any revisions to the Purchaser Returns that are timely and reasonably requested by Seller. Seller and Purchaser agree to consult and resolve promptly in good faith any issue arising as a result of Seller’s review of such Purchaser Returns. Purchaser will pay or CCH shall provide comments as soon as practicable with respect to such Tax Returns or portions thereof, and, either (i) IHM shall reflect such comments on such Tax Returns, or (ii) the consent of CCOH or, after the CCOH Merger, CCH, not cause to be unreasonably withheld or delayed, shall be required, in each case before such Tax Returns are filed with paid to the applicable Taxing Authority, provided, however, that IHM shall not be relevant Governmental Authority all amounts required to reflect the comments of CCOH or, after the CCOH Merger, CCH or obtain the consent of CCOH or, after the CCOH Merger, CCH with respect to any matter reflected on such Tax Return which is not reasonably expected to affect any Taxes or Tax Items be paid in respect of which any Outdoor Group Member is entitled to any rights or benefitssuch Purchaser Returns, or has any obligations, under this Agreement, provided further, however, that if a dispute involving a position on a Tax Return cannot be resolved as determined pursuant to those provisions prior this Section ‎11.1(b). Within 10 Business Days after determining the amount of Tax for which Seller is responsible pursuant to the due date this Agreement in respect of any Pre-Closing Period (including extensions) for the pre-Closing portion of any Straddle Period), Seller will pay such Tax Returnamount to Purchaser (or, at the direction of Purchaser, the Tax Return shall be timely filed with IHM’s position reflected andCompany or another Affiliate of Purchaser), following the resolution of such dispute, such Tax Return shall be amended to the extent necessary not already taken into account in determining the Final Purchase Price or attributable to reflect the resolution of such dispute. Any disputes with respect to any such a Purchaser Tax Return or portion thereof, as applicable, shall be subject to Section 3.3 and Section 4.4Act. (c) Except as set forth in, and without duplication of any payments made under, the Transition Services Agreement, CCOH or, after the CCOH Merger, CCH shall reimburse IHM for an allocable portion of its expenses incurred in preparing and filing any Tax Returns described in Section 2.2(a) on behalf of any Outdoor Group Member, as such allocation is reasonably agreed to by IHM and CCOH or, after the CCOH Merger, CCH. (d) Unless otherwise required by law, the IHM Group Members and Outdoor Group Members, as applicable, shall file the appropriate information and statements, as required by Treasury Regulations Section and 1.368-3, with the IRS with respect to the CCOH Merger, and shall retain the appropriate information relating to the CCOH Merger as described in Treasury Regulations Section 1.368-3(d).

Tax Return Preparation. (a) Subject to Section 2.2(b), (i) IHM The Representative shall prepare and file, or cause to be prepared and filed, all Flow-Through Tax Returns with respect to taxable periods ending before the Closing Date that are required under applicable law to be filed by, after the Closing Date (taking into account extensions) in a manner consistent with respect to or on behalf of any Outdoor Group Member (whether or not such Outdoor Group Member files a Tax Return on a consolidated, combined or unitary basis with any IHM Group Member) on or before the date of the CCH Distribution and which IHM has prepared and filed, or caused to be prepared and filed with respect to or on behalf of any Outdoor Group Member pursuant to the most recent past practice of IHM, and (ii) IHM shall prepare and file, or cause to be prepared and filed, any Tax Return which IHM determines shall be filed on a consolidated, combined or unitary basis with any Outdoor Group Member, for any Taxable Period beginning before a Deconsolidation Event applicable to the Tax that is the subject matter practices of the relevant Tax Return. (b) With respect to the Tax Returns prepared by IHM pursuant to Section 2.2(a), CCOH or, after the CCOH Merger, CCH shall be entitled to review (i) any income Tax Returns which relate solely to the Outdoor Group and (ii) any Tax Returns, or portions thereof, which relate to (x) Taxes for which an Outdoor Group Member may be liable under applicable law or (y) Taxes or Tax Items in respect of which any Outdoor Group Member is entitled to any rights or benefits, or has any obligations, under this AgreementCompany. IHM The Representative shall provide each such Tax Return to Parent for review and approval (which approval shall not be unreasonably withheld, conditioned or portions thereof, as applicable, to CCOH or, after the CCOH Merger, CCH delayed) at least thirty (30) days prior to the due date for filing (as duly extended) therefor drafts of all such Flow-Through Tax Returns prepared by the Representative. The Representative shall incorporate any reasonable comments received at least fifteen (15) days prior to the due date of such Tax Return (including extensions). CCOH or CCH shall provide comments as soon as practicable Returns from Parent with respect to such Flow-Through Tax Returns or portions thereofprepared by the Representative, and, either (i) IHM and Parent shall reflect such comments on such Tax Returnsfile, or (ii) the consent of CCOH or, after the CCOH Merger, CCH, not cause to be unreasonably withheld or delayedfiled, shall be required, in each case before such Flow-Through Tax Returns are filed with as revised. Notwithstanding anything herein to the applicable Taxing Authoritycontrary, provided, however, that IHM Parent shall not be required to reflect the comments of CCOH orfile any Tax Return if Parent determines, after the CCOH Mergerin its sole discretion exercised in good faith, CCH that filing such Tax Return is reasonably likely to expose Parent to any criminal penalties or obtain the consent of CCOH or, after the CCOH Merger, CCH monetary sanctions. (ii) Parent shall prepare or cause to be prepared and file or cause to be filed all Flow-Through Tax Returns with respect to any matter reflected taxable periods ending on such Tax Return or after the Closing Date (taking into account extensions) in a manner consistent with past practices of the relevant Group Company. Parent shall provide to the Representative for review and approval (which is not reasonably expected to affect any Taxes or Tax Items in respect of which any Outdoor Group Member is entitled to any rights or benefits, or has any obligations, under this Agreement, provided further, however, that if a dispute involving a position on a Tax Return canapproval shall not be resolved pursuant to those provisions unreasonably withheld, conditioned or delayed) at least thirty (30) days prior to the due date (including extensionsas duly extended) for therefor drafts of all such Flow-Through Tax Returns prepared by Parent. Prior to filing, Parent shall incorporate any reasonable comments received from the Representative at least fifteen (15) days prior to the due date of such Tax ReturnReturns with respect to such Flow-Through Tax Returns prepared by Parent. Following the conclusion of a taxable year in which the Closing occurs, the Surviving Company shall provide each Person who was one of its members during such taxable year, within the time permitted under applicable Law (taking into account extensions), but in any case no later than ninety (90) days after December 31, 2018, a Schedule K-1 for such taxable year and such other information as such Person may reasonably request in connection with the filing of his, her or its U.S. federal and state income tax returns for such taxable year. (iii) For the avoidance of doubt, all income Tax Return deductions attributable to the payment of Company Transaction Expenses, Company Debt or the Blocker Debt Amount (it being understood that the seventy percent (70%) safe harbor set forth in Revenue Procedure 2011-29, 2011-1 C.B. 746, shall be timely filed with IHM’s position reflected and, following the resolution of such dispute, such Tax Return applied to any “success-based fees” as described therein) shall be amended allocated to the Pre-Closing Tax Period to the extent necessary to reflect permitted under applicable Law, including for purposes of (A) calculating the resolution of Blocker Tax Amount and the Blocker Tax Deductions hereunder and (B) reporting such dispute. Any disputes with respect to any such income Tax Return or portion thereof, as applicable, shall be subject to Section 3.3 and Section 4.4. (c) Except as set forth in, and without duplication of any payments made under, the Transition Services Agreement, CCOH or, after the CCOH Merger, CCH shall reimburse IHM for an allocable portion of its expenses incurred in preparing and filing deductions upon any Tax Returns described in Section 2.2(a) on behalf of any Outdoor Group Member, as such allocation is reasonably agreed to by IHM and CCOH or, after the CCOH Merger, CCHAcquired Companies. (d) Unless otherwise required by law, the IHM Group Members and Outdoor Group Members, as applicable, shall file the appropriate information and statements, as required by Treasury Regulations Section and 1.368-3, with the IRS with respect to the CCOH Merger, and shall retain the appropriate information relating to the CCOH Merger as described in Treasury Regulations Section 1.368-3(d).

Tax Return Preparation. (a) Subject to Section 2.2(b), (i) IHM The Sellers’ Representative shall prepare and file, or cause to be prepared and filed, all Pass-through Tax Returns with respect to any Tax period ending on or prior to the Closing Date (other than a Straddle Period) that are required under applicable law to be filed by, with respect to or on behalf of any Outdoor Group Member after the Closing Date (whether or not such Outdoor Group Member files a “Pre-Closing Tax Return on a consolidated, combined or unitary basis with any IHM Group Member) on or before the date of the CCH Distribution and which IHM has prepared and filed, or caused to be prepared and filed with respect to or on behalf of any Outdoor Group Member pursuant to the most recent past practice of IHM, and Returns”). (ii) IHM The Buyer shall prepare and file, or cause to be prepared all Pass-through Tax Returns with respect to any Straddle Period (“Straddle Period Tax Returns”). The Pre-Closing Tax Returns and filed, any Straddle Period Tax Return which IHM determines Returns shall be filed prepared on a consolidatedbasis consistent with the past practice of the Company or its Subsidiaries (in each case, combined or unitary basis with any Outdoor Group Member, for any Taxable Period beginning before a Deconsolidation Event applicable except to the Tax that extent such past practice is the subject matter of the relevant Tax Return. (b) With respect to the Tax Returns prepared by IHM pursuant to Section 2.2(a), CCOH or, after the CCOH Merger, CCH shall be entitled to review (i) any income Tax Returns which relate solely to the Outdoor Group and (ii) any Tax Returns, or portions thereof, which relate to (x) Taxes for which an Outdoor Group Member may be liable not permitted under applicable law Law at a “more likely than not” or (y) Taxes higher level of comfort or Tax Items in respect of which any Outdoor Group Member is entitled to any rights or benefits, or has any obligations, under as otherwise required by this Agreement. IHM shall provide each such Tax Return or portions thereof), as applicable, to CCOH orexcept that the Company and each of its Subsidiaries that is treated as a partnership for U.S. federal income Tax purposes shall make and have in effect, after for the CCOH MergerTax period that includes the Closing, CCH at a valid election under Section 754 of the Code and income, gain, loss, deductions and credits shall be allocated based upon an interim closing of the books in accordance with Treas. Reg. § 1.706-1(c)(2). At least thirty (30) days prior to the due date of each Pre-Closing Tax Return (taking into account extensions), the Sellers’ Representative shall submit such Pre-Closing Tax Return to Buyer for Buyer’s review and comment, the Sellers’ Representative shall consider in good faith any reasonable comments received in writing from Buyer prior to filing such Tax Return Return. At least thirty (including extensions). CCOH or CCH shall provide comments as soon as practicable with respect to such Tax Returns or portions thereof, and, either (i30) IHM shall reflect such comments on such Tax Returns, or (ii) the consent of CCOH or, after the CCOH Merger, CCH, not to be unreasonably withheld or delayed, shall be required, in each case before such Tax Returns are filed with the applicable Taxing Authority, provided, however, that IHM shall not be required to reflect the comments of CCOH or, after the CCOH Merger, CCH or obtain the consent of CCOH or, after the CCOH Merger, CCH with respect to any matter reflected on such Tax Return which is not reasonably expected to affect any Taxes or Tax Items in respect of which any Outdoor Group Member is entitled to any rights or benefits, or has any obligations, under this Agreement, provided further, however, that if a dispute involving a position on a Tax Return cannot be resolved pursuant to those provisions days prior to the due date of each Straddle Period Tax Return (including taking into account extensions) ), the Buyer shall submit such Straddle Period Tax Return to the Sellers’ Representative for the Sellers’ Representative’s review and comment, the Buyer shall reflect any reasonable comments received in writing from the Sellers’ Representative prior to filing such Tax Return. (iii) Each Party will cooperate, the Tax Return shall be timely filed with IHM’s position reflected and, following the resolution of such dispute, such Tax Return shall be amended to the extent necessary to reflect reasonably requested by the resolution of such dispute. Any disputes with respect to any such Tax Return or portion thereofother Party, as applicable, shall be subject to Section 3.3 and Section 4.4. (c) Except as set forth in, and without duplication of any payments made under, the Transition Services Agreement, CCOH or, after the CCOH Merger, CCH shall reimburse IHM for an allocable portion of its expenses incurred in preparing and filing any the Pre-Closing Tax Returns described in Section 2.2(a) on behalf of any Outdoor Group Member, as such allocation is reasonably agreed to by IHM and CCOH or, after the CCOH Merger, CCHStraddle Period Tax Returns. (d) Unless otherwise required by law, the IHM Group Members and Outdoor Group Members, as applicable, shall file the appropriate information and statements, as required by Treasury Regulations Section and 1.368-3, with the IRS with respect to the CCOH Merger, and shall retain the appropriate information relating to the CCOH Merger as described in Treasury Regulations Section 1.368-3(d).

Tax Return Preparation. (a) Subject to Section 2.2(b), (i) IHM Following the Closing, Parent shall prepare and file, or shall cause to be prepared and filed, all Tax Returns that are of the Surviving Corporation and its Subsidiaries required under applicable law to be filed by, with respect to or on behalf of any Outdoor Group Member (whether or not such Outdoor Group Member files a Tax Return on a consolidated, combined or unitary basis with any IHM Group Member) on or before after the date of Closing Date. To the CCH Distribution and which IHM has prepared and filed, or caused to be prepared and filed with respect to or on behalf of any Outdoor Group Member pursuant to extent that the most recent past practice of IHM, and (ii) IHM shall prepare and file, or cause to be prepared and filed, any Tax Return which IHM determines shall be filed on a consolidated, combined or unitary basis with any Outdoor Group Member, for any Taxable Period beginning before a Deconsolidation Event applicable to the Tax that is the subject matter of the relevant Tax Return. (b) With respect to the Tax Returns prepared by IHM Common Equity Holders have an indemnification obligation pursuant to Section 2.2(a), CCOH or, after the CCOH Merger, CCH shall be entitled to review (i) any income Tax Returns which relate solely to the Outdoor Group and (ii) any Tax Returns, or portions thereof, which relate to (x) Taxes for which an Outdoor Group Member may be liable under applicable law or (y) Taxes or Tax Items in respect 9.2 of which any Outdoor Group Member is entitled to any rights or benefits, or has any obligations, under this Agreement. IHM shall provide each , (A) such Tax Return shall be prepared in a manner consistent with prior practice unless such prior practice has been determined to be incorrect or portions a contrary treatment is required by applicable law (or judicial or administrative interpretations thereof, as applicable, to CCOH or, after ); (B) Parent shall provide the CCOH Merger, CCH Stockholders' Representative with copies of such Tax Return and a statement calculating related indemnification obligation of and/or amount due from the Common Equity Holders at least thirty (30) 30 days prior to the due date for filing such Tax Return (including giving effect to applicable extensions). CCOH or CCH ; and (C) the Stockholders' Representative shall have the right to provide comments as soon as practicable with respect and proposed amendments in writing for 15 days following receipt thereof. The failure of the Stockholders' Representative to propose any changes to any such Tax Return within such 15 days shall be deemed to be an indication of its approval thereof. Parent and Stockholders' Representative shall attempt in good faith mutually to resolve any dispute regarding such Tax Returns or portions prior to such due date for filing thereof. If Parent and Stockholders' Representative cannot reach an agreement regarding such dispute, and, either (i) IHM shall reflect such comments on such Tax Returns, or (ii) the consent of CCOH or, after the CCOH Merger, CCH, not to be unreasonably withheld or delayed, dispute shall be required, in each case before such Tax Returns are filed with presented to the applicable Taxing AuthorityAccounting Referee the determination of which shall be binding upon both parties, provided, however, that IHM Parent and Stockholders' Representative shall not be required require the Accounting Referee to reflect the comments of CCOH or, after the CCOH Merger, CCH or obtain the consent of CCOH or, after the CCOH Merger, CCH with respect use its best effort to any matter reflected on ensure that such Tax Return which determination is not reasonably expected to affect any Taxes or Tax Items made within ten (10) days but in respect of which any Outdoor Group Member is entitled to any rights or benefits, or has any obligations, under this Agreement, provided further, however, that if a dispute involving a position on a Tax Return cannot be resolved pursuant to those provisions no event later than five (5) days prior to the due date for the filing of such Tax Return. If the Accounting Referee cannot make its determination within such time frame, Parent shall file the Tax Return as originally proposed subject only to those adjustments mutually agreed by Parent and Stockholders' Representative. To the extent necessary, amendments to any such Tax Return shall be filed based on the Accounting Referee determination. (including extensionsii) Notwithstanding anything to the contrary contained in this Agreement, each party shall be responsible for its own costs and expenses incurred in connection with this Section 7.14(c); provided, however, that all costs and expenses of the Accounting Referee shall be paid 50% by the Common Equity Holders and 50% by Parent. (iii) With respect to each Tax Return filed following the Closing by or on behalf of the Surviving Corporation and any of its Subsidiaries for a Straddle Period (a "Straddle Period Tax Return") or for any period ending on or before the Closing Date (a "Pre-Closing Tax Return"), no later than three (3) days prior to the due date of such Tax Return, the Common Equity Holders shall pay to Parent, in immediately available funds, an amount equal to the amount of Taxes (including disputed amounts) for such Straddle Period that are allocable to the Pre-Closing Portion of the Straddle Period and all Taxes for periods included in any Pre-Closing Tax Return shall be timely filed all as determined in accordance with IHM’s position reflected and, following the resolution provisions of such dispute, such Tax Return shall be amended Section 7.14(h) of this Agreement (but only to the extent necessary to reflect the resolution of such disputeamounts have not been taken into account in determining Net Working Capital). Any disputes with respect to any such Tax Return or portion Nothing contained in Section 7.14 (including all subsections thereof, as applicable, ) shall be subject interpreted as (A) limiting the Parent/MergerCo Indemnified Parties' rights to indemnification from the Common Equity Holders pursuant to Section 3.3 and 9.2 or (B) increasing the amount for which the Common Equity Holders are liable pursuant to Section 4.49.2. (civ) Except as set forth inin Section 7.14(h) with respect to Special Items, and without duplication of any payments made under, the Transition Services Agreement, CCOH or, after the CCOH Merger, CCH Parent shall reimburse IHM for an allocable portion of its expenses incurred in preparing and filing not amend any Tax Returns described in Section 2.2(a) of the Company or its Subsidiaries filed for any taxable period or portion thereof ending on behalf of any Outdoor Group Member, as such allocation is reasonably agreed to by IHM and CCOH or, after the CCOH Merger, CCH. (d) Unless otherwise required by law, the IHM Group Members and Outdoor Group Members, as applicable, shall file the appropriate information and statements, as required by Treasury Regulations Section and 1.368-3, with the IRS with respect or prior to the CCOH MergerClosing Date without the prior written consent of the Stockholders' Representative (which consent shall not be unreasonably withheld, and shall retain the appropriate information relating to the CCOH Merger as described in Treasury Regulations Section 1.368-3(dconditioned or delayed).

Tax Return Preparation. (a) Subject to Section 2.2(b), (i) IHM Sellers’ Representative shall prepare and file, file (or shall cause to be prepared and filed) at Sellers’ Representative’s sole expense, all Tax Returns that are required under applicable law to be filed by, with respect to or on behalf of any Outdoor Group Member (whether or not such Outdoor Group Member files a Tax Return on a consolidated, combined or unitary basis with any IHM Group Member) on or before the date of the CCH Distribution Company Group for any Pre-Closing Tax Period (the “Seller Returns”). Sellers’ Representative shall prepare the Seller Returns in a manner consistent with applicable Law, the terms and which IHM has prepared conditions of this Agreement, and filed, or caused to be prepared and filed with respect to or on behalf of any Outdoor Group Member pursuant the Company Group’s past practices (to the most recent past practice extent such practices are consistent with this Agreement and applicable Law). Sellers’ Representative shall deliver to Buyers a copy of IHM, and (ii) IHM shall prepare and file, or cause to be prepared and filed, any Tax Return which IHM determines shall be filed on a consolidated, combined or unitary basis with any Outdoor Group Member, for any Taxable Period beginning before a Deconsolidation Event applicable to the Tax that is the subject matter of the relevant Tax Return. (b) With respect to the such Tax Returns prepared by IHM pursuant to Section 2.2(a)(together with schedules, CCOH or, after the CCOH Merger, CCH shall be entitled to review (istatements and reasonably requested supporting documentation) any income Tax Returns which relate solely to the Outdoor Group and (ii) any Tax Returns, or portions thereof, which relate to (x) Taxes for which an Outdoor Group Member may be liable under applicable law or (y) Taxes or Tax Items in respect of which any Outdoor Group Member is entitled to any rights or benefits, or has any obligations, under this Agreement. IHM shall provide each such Tax Return or portions thereof, as applicable, to CCOH or, after the CCOH Merger, CCH at least thirty (30) days prior to the due date for on which such Tax Return is required to be filed (including applicable extensions), or as soon as reasonably possible if such Tax Return is required to be filed within ninety (90) days following the Closing Date. Sellers’ Representative shall consider in good faith the Buyers’ reasonable comments on such Tax Returns prior to filing such Tax Returns with the applicable tax Authority. (b) Buyers shall prepare and file (or cause to be prepared and filed) all Tax Returns of the Company Group with respect to a Straddle Period (the “Buyer Returns”). Buyers shall deliver to Sellers’ Representative a copy of each material Buyer Return (together with schedules, statements and reasonably requested supporting documentation), which for the avoidance of doubt excludes any Form W-2 or Form 1099, at least thirty (30) days prior to the date on which such Tax Return is required to be filed (including applicable extensions). CCOH , or CCH shall provide comments as soon as practicable with respect to reasonably possible if such Tax Returns or portions thereof, and, either Return is required to be filed within ninety (i90) IHM days following the Closing Date. Buyers shall reflect such consider in good faith any of Sellers’ Representative’s reasonable comments on such Tax Returns, or . Five (ii5) the consent of CCOH or, after the CCOH Merger, CCH, not to be unreasonably withheld or delayed, shall be required, in each case before such Tax Returns are filed with the applicable Taxing Authority, provided, however, that IHM shall not be required to reflect the comments of CCOH or, after the CCOH Merger, CCH or obtain the consent of CCOH or, after the CCOH Merger, CCH with respect to any matter reflected on such Tax Return which is not reasonably expected to affect any Taxes or Tax Items in respect of which any Outdoor Group Member is entitled to any rights or benefits, or has any obligations, under this Agreement, provided further, however, that if a dispute involving a position on a Tax Return cannot be resolved pursuant to those provisions days prior to the due date (including extensions) for filing of any such Tax ReturnReturns, Sellers shall pay to Buyers, by wire transfer of immediately available funds to the accounts designated by Buyers, the amount of any Taxes shown as due on any Buyer Tax Return shall be timely filed with IHM’s position reflected andthat is allocable to a Pre-Closing Tax Period (including that portion of a Straddle Period ending on the Closing Date), following the resolution but excluding any amount of such dispute, such Tax Return shall be amended to Taxes specifically included in Final Closing Date Net Working Capital in the extent necessary to reflect determination of the resolution of such dispute. Any disputes with respect to any such Tax Return or portion thereof, as applicable, shall be subject to Section 3.3 and Section 4.4Purchase Price. (c) Except as set forth in, and without duplication of any payments made under, the Transition Services Agreement, CCOH or, after the CCOH Merger, CCH shall reimburse IHM for an allocable portion of its expenses incurred in preparing and filing any Tax Returns described in Section 2.2(a) on behalf of any Outdoor Group Member, as such allocation is reasonably agreed to by IHM and CCOH or, after the CCOH Merger, CCH. (d) Unless otherwise required by law, the IHM Group Members and Outdoor Group Members, as applicable, shall file the appropriate information and statements, as required by Treasury Regulations Section and 1.368-3, with the IRS with respect to the CCOH Merger, and shall retain the appropriate information relating to the CCOH Merger as described in Treasury Regulations Section 1.368-3(d).

Tax Return Preparation. (a) Subject to Section 2.2(b)The Company shall, and shall cause each of its Subsidiaries to, (i) IHM shall prepare in the ordinary course of business and file, or cause to be prepared consistent with past practice (except as otherwise required by Applicable Law) and filed, timely file all Tax Returns that are required under applicable law to be filed by, with respect to or on behalf of any Outdoor Group Member (whether or not such Outdoor Group Member files a Tax Return on a consolidated, combined or unitary basis with any IHM Group Member) by it on or before the date of the CCH Distribution and which IHM has prepared and filed, or caused to be prepared and filed with respect to or on behalf of any Outdoor Group Member pursuant to the most recent past practice of IHM, Closing (“Post-Signing Returns”) and (ii) IHM shall prepare and file, or cause to be prepared and filed, any Tax Return which IHM determines shall be filed on a consolidated, combined or unitary basis with any Outdoor Group Member, for any Taxable Period beginning before a Deconsolidation Event applicable to the Tax that is the subject matter of the relevant Tax Return. (b) With respect to the Tax Returns prepared by IHM pursuant to Section 2.2(a), CCOH or, after the CCOH Merger, CCH shall be entitled permit Parent to review and comment on all material Post-Signing Returns (iwhich comments the Holder Representative shall consider in good faith) any income Tax and deliver drafts of such Post-Signing Returns which relate solely to the Outdoor Group and (ii) any Tax Returns, or portions thereof, which relate to (x) Taxes for which an Outdoor Group Member may be liable under applicable law or (y) Taxes or Tax Items in respect of which any Outdoor Group Member is entitled to any rights or benefits, or has any obligations, under this Agreement. IHM shall provide each such Tax Return or portions thereof, as applicable, to CCOH or, after the CCOH Merger, CCH at least thirty (30) days Parent no later than 10 Business Days prior to the due date for filing such Tax Return (including extensions). CCOH or CCH shall provide comments as soon as practicable with respect to such Tax Returns or portions thereof, and, either (i) IHM shall reflect such comments on such Tax Returns, or (ii) the consent of CCOH or, after the CCOH Merger, CCH, not to be unreasonably withheld or delayed, shall be required, in each case before such Tax Returns are filed with the applicable Taxing Authority, provided, however, that IHM shall not be required to reflect the comments of CCOH or, after the CCOH Merger, CCH or obtain the consent of CCOH or, after the CCOH Merger, CCH with respect to any matter reflected on such Tax Return which is not reasonably expected to affect any Taxes or Tax Items in respect of which any Outdoor Group Member is entitled to any rights or benefits, or has any obligations, under this Agreement, provided further, however, that if a dispute involving a position on a Tax Return cannot be resolved pursuant to those provisions prior to the due date (including extensions) for on which such Post-Signing Returns are required to be filed. Parent shall, on behalf of the Company and its Subsidiaries (A) prepare in the ordinary course of business and consistent with past practice (except as otherwise required by Applicable Law) and timely file all Tax Returns that are required to be filed by them after the Closing that relate to any Taxable period beginning on or before the Closing Date (“Post-Closing Returns”) and (B) permit the Holder Representative to review and comment on all material Post-Closing Returns and deliver drafts of such Tax ReturnPost-Closing Returns, to the Tax Return Holder Representative no later than 20 Business Days prior to the date (including extensions) on which such Post-Closing Returns are required to be filed. Parent shall not unreasonably refuse to reflect in such Post-Closing Returns as filed any comments made by the Holder Representative with respect to such Post-Closing Returns. Payments of any amounts shown as due on any Post-Closing Returns shall be timely filed with IHM’s position reflected and, following the resolution of such dispute, such Tax Return shall be amended paid solely from and to the extent necessary to reflect of the resolution of such dispute. Any disputes with respect to any such Tax Return or portion thereof, as applicable, shall be subject to Section 3.3 and Section 4.4Withheld Amount. (c) Except as set forth in, and without duplication of any payments made under, the Transition Services Agreement, CCOH or, after the CCOH Merger, CCH shall reimburse IHM for an allocable portion of its expenses incurred in preparing and filing any Tax Returns described in Section 2.2(a) on behalf of any Outdoor Group Member, as such allocation is reasonably agreed to by IHM and CCOH or, after the CCOH Merger, CCH. (d) Unless otherwise required by law, the IHM Group Members and Outdoor Group Members, as applicable, shall file the appropriate information and statements, as required by Treasury Regulations Section and 1.368-3, with the IRS with respect to the CCOH Merger, and shall retain the appropriate information relating to the CCOH Merger as described in Treasury Regulations Section 1.368-3(d).

Tax Return Preparation. (a) Subject to Section 2.2(b), (i) IHM To the extent not filed prior to the Closing Date, Parent shall prepare and file, file or cause to be prepared and filed, filed all Tax Returns that are required under applicable law to be filed byby any Acquired Company for all Pre-Closing Tax Periods (each, a “Pre-Closing Period Tax Return“). Parent shall prepare such returns in a manner consistent with respect to or on behalf of past practice, except as required by applicable Law. The Stockholder Representatives shall reimburse Parent for any Outdoor Group Member (whether or not such Outdoor Group Member files a Tax Return on a consolidated, combined or unitary basis with any IHM Group Member) on or before the date of the CCH Distribution and which IHM has prepared and filed, or caused to be prepared and filed with respect to or on behalf of any Outdoor Group Member pursuant reasonable third-party expenses attributable to the most recent past practice preparation and filing of IHM, such Pre-Closing Tax Returns and (ii) IHM shall prepare allow Parent reasonable access to any and file, or cause to be prepared all data and filed, any information reasonably necessary for the preparation of such Pre-Closing Period Tax Return which IHM determines Returns and shall be filed on a consolidated, combined or unitary basis cooperate fully with any Outdoor Group Member, for any Taxable Parent in the preparation of such Pre-Closing Period beginning before a Deconsolidation Event applicable to the Tax that is the subject matter of the relevant Tax Return. (b) Returns. With respect to the each Pre-Closing Period Tax Returns prepared by IHM pursuant to Section 2.2(a), CCOH or, Return filed after the CCOH MergerClosing Date, CCH shall be entitled to review no later than sixty (i) any income Tax Returns which relate solely to the Outdoor Group and (ii) any Tax Returns, or portions thereof, which relate to (x) Taxes for which an Outdoor Group Member may be liable under applicable law or (y) Taxes or Tax Items in respect of which any Outdoor Group Member is entitled to any rights or benefits, or has any obligations, under this Agreement. IHM shall provide each such Tax Return or portions thereof, as applicable, to CCOH or, after the CCOH Merger, CCH at least thirty (3060) days prior to the due date (taking into account any valid extensions thereof) (the “Due Date“) for the filing of such Pre-Closing Period Tax Return (including extensions). CCOH or CCH Return, Parent shall provide comments as soon as practicable with respect to such Tax Returns or portions thereof, and, either (i) IHM shall reflect such comments on such Tax Returnssubmit, or (ii) the consent of CCOH or, after the CCOH Merger, CCH, not cause to be unreasonably withheld or delayedsubmitted, shall be required, in each case before such Tax Returns are filed with the applicable Taxing Authority, provided, however, that IHM shall not be required to reflect the comments of CCOH or, after the CCOH Merger, CCH or obtain the consent of CCOH or, after the CCOH Merger, CCH with respect to any matter reflected on such Tax Return which is not reasonably expected to affect any Taxes or Tax Items in respect of which any Outdoor Group Member is entitled to any rights or benefits, or has any obligations, under this Agreement, provided further, however, that if a dispute involving a position on a Tax Return cannot be resolved pursuant to those provisions prior to the due date Stockholder Representatives for their review a draft of such Pre-Closing Period Tax Return. Within thirty (including extensions30) for any days following the Stockholder Representatives’ receipt of such Pre-Closing Period Tax Return, the Stockholder Representatives shall have the right to object to such Pre-Closing Period Tax Return by written notice to Parent. If the Stockholder Representatives do not object by written notice to Parent within such time period, such Pre-Closing Period Tax Return shall be timely filed with IHM’s position reflected anddeemed to have been accepted and agreed upon, following and final and conclusive, for purposes of this Section 5.11(a)(i). If the resolution Stockholder Representatives object to such Pre-Closing Period Tax Return, they shall notify Parent in writing of the disputed item (or items) and the basis for their objection, and the Stockholder Representatives and Parent shall act in good faith to resolve any such dispute as promptly as practicable. If Parent and the Stockholder Representatives have not reached agreement regarding such dispute, the dispute shall be presented to the Independent Accounting Firm, whose determination shall be binding upon both Parent and the Stockholder Representatives, and who shall make such determination within ten (10) days from the date of presentation but in no event later than five (5) days prior to the Due Date of such Pre-Closing Period Tax Return. With respect to each such Pre-Closing Period Tax Return, no later than two (2) days prior to the Due Date of such Pre-Closing Period Tax Return, (x) Parent shall submit to the Stockholder Representatives a final draft of such Pre-Closing Period Tax Return and (y) the Stockholder Representatives shall pay to Parent an amount equal to the liability for Pre-Closing Taxes that are shown to be due and payable on the face of such Pre-Closing Period Tax Return to the extent such Taxes exceed the accrual for such Taxes in the determination of Final Net Working Capital. Parent shall cause the applicable Acquired Company to file each Pre-Closing Period Tax Return and pay to the applicable Tax authority all amounts shown to be due and payable on the face of such Pre-Closing Period Tax Return. (ii) Parent shall, or shall cause each Acquired Company to, prepare (or cause to be prepared) all Tax Returns that are required to be filed by each Acquired Company for all Straddle Periods (each, a “Straddle Period Tax Return“). All such Straddle Period Tax Returns shall be prepared and filed in a manner that is consistent with prior practice, except as required by applicable Law. Any reasonable third-party expenses attributable to the preparation and filing of any such Straddle Period Tax Return shall be amended allocated to the Interim Period of such Straddle Period in accordance with the allocation of the Taxes shown on such Straddle Period Tax Return to such Interim Period and the Stockholder Representatives shall reimburse Parent for any such expenses that are allocated to the Interim Period of such Straddle Period. With respect to each Straddle Period Tax Return, no later than sixty (60) days prior to the Due Date for the filing of such Straddle Period Tax Return, Parent shall submit, or cause to be submitted, to the Stockholder Representatives for their review a draft of such Straddle Period Tax Return, and shall notify the Stockholder Representatives of Parent’s calculation of the Taxes of such Straddle Period allocated to the Interim Period of such Straddle Period (in accordance with this Agreement). Within thirty (30) days following the Stockholder Representatives’ receipt of such Straddle Period Tax Return (and the calculation of the Taxes allocated to the Interim Period of the Straddle Period), the Stockholder Representatives shall have the right to object to such Straddle Period Tax Return or calculation by written notice to Parent. If the Stockholder Representatives do not object by written notice to Parent within such time period, such Straddle Period Tax Return and calculation shall be deemed to have been accepted and agreed upon, and final and conclusive, for purposes of this Section 5.11(a)(ii). If the Stockholder Representatives object to such Straddle Period Tax Return and/or calculation of the Taxes allocated to the Interim Period of the Straddle Period (in accordance with this Agreement), they shall notify Parent in writing of the disputed item (or items) and the basis for its objection, and the Stockholder Representatives and Parent shall act in good faith to resolve any such dispute as promptly as practicable. If the Stockholder Representatives and Parent have not reached agreement regarding such dispute, the dispute shall be presented to the Independent Accounting Firm, whose determination shall be binding upon both the Stockholder Representatives and Parent, and who shall make such determination within ten (10) days but in no event later than five (5) days prior to the Due Date of such Straddle Period Tax Return. With respect to each Straddle Period Tax Return, no later than two (2) days prior to the Due Date of such Straddle Period Tax Return, the Stockholder Representatives shall pay to Parent an amount equal to the Pre-Closing Taxes that are shown to be due and payable on the face of such Straddle Period Tax Return that are allocable to any Interim Period, in accordance with the principles set forth in the definition of the term “Pre-Closing Taxes” (net of any estimated Taxes or other amounts paid to any taxing authority in respect thereof on or before the Closing) to the extent necessary such amount exceeds the accrual for such Taxes in the determination of Final Net Working Capital. Parent shall cause the Company or applicable Subsidiary (as the case may be) to reflect file each Straddle Period Tax Return and pay to the resolution applicable Tax authority all amounts shown to be due and payable on the face of such dispute. Any disputes with respect to any such Straddle Period Tax Return or portion thereof, as applicable, shall be subject to Section 3.3 and Section 4.4Return. (c) Except as set forth in, and without duplication of any payments made under, the Transition Services Agreement, CCOH or, after the CCOH Merger, CCH shall reimburse IHM for an allocable portion of its expenses incurred in preparing and filing any Tax Returns described in Section 2.2(a) on behalf of any Outdoor Group Member, as such allocation is reasonably agreed to by IHM and CCOH or, after the CCOH Merger, CCH. (d) Unless otherwise required by law, the IHM Group Members and Outdoor Group Members, as applicable, shall file the appropriate information and statements, as required by Treasury Regulations Section and 1.368-3, with the IRS with respect to the CCOH Merger, and shall retain the appropriate information relating to the CCOH Merger as described in Treasury Regulations Section 1.368-3(d).

Tax Return Preparation. (a) Subject to Section 2.2(b), (i) IHM Sellers shall cause to be prepared and timely filed all Tax Returns of the Companies for Pre-Closing Tax Periods required to be filed prior to or on the Closing Date and (B) timely pay all Taxes due with respect thereto. Such Tax Returns shall be prepared consistent with past practices unless a contrary position is required by applicable Law. Sellers shall provide Buyers a draft copy of each such Tax Return (except for self-assessment notices with respect to wage tax, VAT and any other self-assessed taxes (Lohnsteueranmeldungen, Umsatzsteueranmeldungen, sonstige Anmeldungssteuern) which shall not be forwarded) no later than twenty (20) Business Days prior to the due date of each such Tax Return. Sellers shall incorporate Buyers’ reasonable comments received by Sellers no later than ten (10) Business Days prior to the due date of such Tax Returns. If Buyers and Sellers are unable to resolve their differences, the Sellers’ view shall prevail to the extent it complies with applicable Law, provided that nothing in this Agreement shall prevent or restrict the Companies from disclosing any information to the Tax authorities to the extent such disclosure, after Xxxxx’s good faith discussion with Seller, but ultimately in Buyer’s reasonable discretion is, required by applicable Law. (ii) Buyers shall (A) prepare and file, timely file (or cause to be prepared and timely filed, ) all Tax Returns that are of the Companies for Pre-Closing Tax Periods and Straddle Periods required under applicable law to be filed by, after the Closing Date and (B) timely pay all Taxes due with respect to or on behalf of thereto. To the extent any Outdoor Group Member (whether or not such Outdoor Group Member files a Tax Return on could reasonably be expected to (i) result in a consolidatedSeller Indemnified Tax, combined or unitary basis with any IHM Group Member) on or before the date of the CCH Distribution and which IHM has prepared and filed, or caused to be prepared and filed with respect to or on behalf of any Outdoor Group Member pursuant to the most recent past practice of IHM, and (ii) IHM shall prepare and file, or cause to be prepared and filed, any result in a Tax Return which IHM determines shall be filed on a consolidated, combined or unitary basis with any Outdoor Group Member, for any Taxable Period beginning before a Deconsolidation Event applicable at BOG Seller 1 level due to the CIT/TT Fiscal Unity, (iii) result in a Tax that is the subject matter refund claim of the relevant Tax Return. (b) With respect to the Tax Returns prepared by IHM Sellers pursuant to Section 2.2(a), CCOH or, after the CCOH Merger, CCH shall be entitled to review (i4.14(h)(i) any income Tax Returns which relate solely to the Outdoor Group and or (ii) any Tax Returns, or portions thereof, which relate to (x) Taxes for which an Outdoor Group Member may be liable under applicable law or (yiv) Taxes or affect the determination of the Final Closing Statement (a “Buyer Prepared Tax Items in respect of which any Outdoor Group Member Return”), such Buyer Prepared Tax Returns shall be prepared consistent with past practices unless a contrary position is entitled to any rights or benefitsrequired by applicable Law, or has any obligations, under this Agreement. IHM and Buyers shall provide each such Tax Return or portions thereof, as applicable, to CCOH or, after the CCOH Merger, CCH allow Sellers at least thirty twenty (3020) days Business Days prior to the due date of such Buyer Prepared Tax Returns, to review and comment on such Buyer Prepared Tax Returns, except for filing such Tax Return (including extensions). CCOH or CCH shall provide comments as soon as practicable self-assessment notices with respect to wage tax, VAT and any other self-assessed taxes (Lohnsteueranmeldungen, Umsatzsteueranmeldungen, sonstige Anmeldungssteuern) which shall not be forwarded. Subject to the following two sentences, Buyers shall incorporate any reasonable comments submitted in writing by Sellers within ten (10) Business Days prior to the due date of such Buyer Prepared Tax Return. Buyers and Sellers shall negotiate in good faith to resolve any differences on how any Buyer Prepared Tax Return is prepared. If Buyers and Sellers are unable to resolve their differences with respect to a Buyer Prepared Tax Return, the Accountant shall be retained to resolve the dispute in a manner similar to the procedures for the purchase price adjustment dispute as described in Section 1.4(b). Nothing in this Agreement shall prevent or restrict the Companies from disclosing information to the Tax authorities to the extent such disclosure after Xxxxx’s good faith discussion with the Seller, but ultimately is, in Buyer’s reasonable discretion, required by applicable Law. Without prejudice to the rights and obligations set forth in this Section 4.14(b)(ii), BOG Seller 1 and BOG shall between the date of this Agreement and the Closing Date discuss in good faith and determine if any Tax Returns or portions thereof, and, either of BOG for Pre-Closing Tax Periods and Straddle Periods that are required to be filed after the Closing Date and could result in (i) IHM shall reflect such comments on such a Seller Indemnified Tax, (ii) a Tax Returns, at BOG Seller 1 level due to the CIT/TT Fiscal Unity or (iii) a Tax refund claim of the Sellers pursuant to Section 4.14(h)(i) or (ii) will be prepared, at BOG Seller 1’s expense, by the consent current tax advisor of CCOH orBOG Deloitte Germany; provided that BOG shall be under no obligation to retain or continue the engagement of such advisor. (iii) For purposes of this Agreement, after Straddle Period Taxes shall be allocated between the CCOH MergerPre-Closing Tax Period and the Post-Closing Tax Period as follows: (A) in the case of any Taxes that are based upon or measured by income or wages, CCH, not or that are required to be unreasonably withheld or delayedand collected, the amount of such Taxes that are attributable to the Pre-Closing Tax Period shall be required, in each case before such Tax Returns are filed with determined on the applicable Taxing Authority, basis of a “closing of the books” as of the end of the Closing Date; provided, however, that IHM any exemptions, allowances or deductions that are calculated on an annual basis, such as depreciation deductions, shall not be required apportioned between two such taxable periods on a daily basis and (B) in the case of other Taxes, the amount of such Taxes that are attributable to reflect the comments Pre-Closing Tax Period shall equal the amount of CCOH or, after the CCOH Merger, CCH or obtain the consent of CCOH or, after the CCOH Merger, CCH with respect to any matter reflected on such Tax Return for the entire taxable period multiplied by a fraction, the numerator of which is not reasonably expected to affect any Taxes or the number of days in the Pre-Closing Tax Items in respect Period, and the denominator of which any Outdoor Group Member is entitled to any rights or benefitsthe total number of days in the Straddle Period, or has any obligations, under this Agreement, provided further, however, that if a dispute involving a position on a Tax Return cannot be resolved pursuant to those provisions prior to with the due date (including extensions) for remaining portion of any such Tax Return, for a Straddle Period allocated to the Tax Return Post-Closing Period. Notwithstanding the foregoing provisions of this Section 4.14(b)(iii) all Taxes arising solely as a result of any actions taken by Buyers or their Affiliates (except for BOG) on the Closing Date but after the time of Closing that are outside of the ordinary course of business or not contemplated by this Agreement shall be timely filed with IHM’s position reflected andborne by Buyers, following the resolution of such dispute, such Tax Return shall be amended except to the extent necessary to reflect such action is taken by any of the resolution Companies solely at the direction of such dispute. Any disputes with respect to any such Tax Return or portion thereof, as applicable, shall be subject to Section 3.3 and Section 4.4. (c) Except as set forth in, and without duplication of any payments made under, the Transition Services Agreement, CCOH or, after the CCOH Merger, CCH shall reimburse IHM for an allocable portion of its expenses incurred in preparing and filing any Tax Returns described in Section 2.2(a) on behalf of any Outdoor Group Member, as such allocation is reasonably agreed to by IHM and CCOH or, after the CCOH Merger, CCH. (d) Unless otherwise required by law, the IHM Group Members and Outdoor Group Members, as applicable, shall file the appropriate information and statements, as required by Treasury Regulations Section and 1.368-3, with the IRS with respect to the CCOH Merger, and shall retain the appropriate information relating to the CCOH Merger as described in Treasury Regulations Section 1.368-3(d).Sellers

Tax Return Preparation. (a) Subject to Section 2.2(b), (i) IHM Acquiror shall prepare and file, or cause to be prepared and filed, all not file any amended Tax Returns for any Target Group Member for Tax Returns filed prior to the date hereof that are could reasonably result in an indemnification claim by Acquiror under this Agreement without the prior written consent of the Common Holders' Representative, which will not be withheld if Acquiror delivers an opinion of counsel reasonably acceptable to Common Holders' Representative that such amended return is required under applicable law Law, or if such amended Tax Return is to be filed by, with respect to or on behalf as a result of any Outdoor Group Member a final determination (whether or not such Outdoor Group Member files a Tax Return on a consolidated, combined or unitary basis with any IHM Group Member) on or before the date as defined in section 1313 of the CCH Distribution and which IHM has prepared and filed, or caused to be prepared and filed with respect to or on behalf of any Outdoor Group Member pursuant to the most recent past practice of IHM, and (iiCode) IHM shall prepare and file, or cause to be prepared and filed, any Tax Return which IHM determines shall be filed on a consolidated, combined or unitary basis with any Outdoor Group Member, for any Taxable Period beginning before a Deconsolidation Event applicable to the Tax that is the subject matter of the relevant issues raised in the original Tax Return. (b) With respect to the Acquiror shall prepare all Tax Returns prepared for Target Group Members (including related information returns, such as IRS Form W-2 and other employee forms) for periods that end on or before or include the Closing Date (each a "Final Tax Return") in a manner consistent with the past Tax Returns filed by IHM pursuant the Target Group Member (unless Acquiror determines in good faith there is no reasonable basis to continue such reporting) and consistent with the terms of any employment agreements entered into as part of Closing, and no election shall be made under Reg. Section 2.2(a)1.1501-76(b)(2)(ii)(D) to ratably allocate items of income and expense between the Final Tax Return for the period January 1, CCOH or, 2001 through the Closing Date and the period beginning the day after the CCOH Mergerdate of closing and ending on December 31, CCH 2001 unless Common Holders' Representative consents in writing to such election, and such consent shall not be entitled to review (i) any income Tax Returns which relate solely to withheld if the Outdoor Group and (ii) any Tax Returns, or portions thereof, which relate to (x) Taxes for which election could not reasonably result in an Outdoor Group Member may be liable under applicable law or (y) Taxes or Tax Items in respect of which any Outdoor Group Member is entitled to any rights or benefits, or has any obligations, indemnification by Acquiror under this Agreement. IHM Any items of income or expense that arise on the date of Closing as a result of the Merger or as a result of including Target in the Acquiror consolidated tax return shall provide each such be deemed to arise on the next business day, as provided in Reg. Section 1.1501-76(b) and will not be deemed to occur prior to the Closing. (c) The filing of any Final Tax Return or portions thereof, as applicable, shall be subject to CCOH or, after the CCOH Merger, CCH at least thirty (30) prior review of the Holders' Representative. No later than 45 days prior to the due date for filing such Tax Return (including extensions). CCOH or CCH shall provide comments as soon as practicable with respect to such Tax Returns or portions thereof, and, either (i) IHM shall reflect such comments on such Tax Returns, or (ii) the consent of CCOH or, after the CCOH Merger, CCH, not to be unreasonably withheld or delayed, shall be required, in each case before such Tax Returns are filed with the applicable Taxing Authority, provided, however, that IHM shall not be required to reflect the comments of CCOH or, after the CCOH Merger, CCH or obtain the consent of CCOH or, after the CCOH Merger, CCH with respect to any matter reflected on such Tax Return which is not reasonably expected to affect any Taxes or Tax Items in respect of which any Outdoor Group Member is entitled to any rights or benefits, or has any obligations, under this Agreement, provided further, however, that if a dispute involving a position on a Tax Return cannot be resolved pursuant to those provisions prior to the due date (including extensions) for any of a Final Tax Return Acquiror shall provide Holders' Representative with a copy of the draft Final Tax Return. If Holder's Representative shall have delivered to Acquiror within ten business days of Holder's Representative's receipt of such draft Final Tax Return written notice of its disagreement with such draft Final Tax Return, specifying with reasonable particularity all items of disagreement with such draft, Acquiror and Holders' Representative shall negotiate in good faith to resolve any such items of disagreement prior to the Tax Return shall be timely filed with IHM’s position reflected and, following the resolution filing of such dispute, such Final Tax Return shall be amended to the extent necessary to reflect the resolution of such dispute. Any disputes with respect to any such Tax Return or portion thereof, as applicable, shall be subject to Section 3.3 and Section 4.4Return. (c) Except as set forth in, and without duplication of any payments made under, the Transition Services Agreement, CCOH or, after the CCOH Merger, CCH shall reimburse IHM for an allocable portion of its expenses incurred in preparing and filing any Tax Returns described in Section 2.2(a) on behalf of any Outdoor Group Member, as such allocation is reasonably agreed to by IHM and CCOH or, after the CCOH Merger, CCH. (d) Unless otherwise required by law, the IHM Group Members and Outdoor Group Members, as applicable, shall file the appropriate information and statements, as required by Treasury Regulations Section and 1.368-3, with the IRS with respect to the CCOH Merger, and shall retain the appropriate information relating to the CCOH Merger as described in Treasury Regulations Section 1.368-3(d).

Tax Return Preparation. (a) Subject Deltek shall prepare, or cause to Section 2.2(b)be prepared, (i) IHM shall prepare and file, or cause to be prepared and filed, on a timely basis (in each case, at its sole cost and expense) all Tax Returns that are required under applicable law to be filed by, prepared for taxable periods ending prior to the Closing Date and for Straddle Periods. To the extent permitted by Law (i) all such Tax Returns shall be prepared in a manner consistent with past practice of Deltek and the Subsidiaries and (ii) all such Tax Returns in respect of taxable periods beginning prior to or on behalf of any Outdoor Group Member (whether or not such Outdoor Group Member files a Tax Return on a consolidated, combined or unitary basis with any IHM Group Member) on or before the date of the CCH Distribution and which IHM has prepared and filed, or caused to Closing Date shall be prepared and filed with respect to or on behalf of any Outdoor Group Member pursuant to the most recent past practice of IHM, and (ii) IHM shall prepare and file, or cause to be prepared and filed, any Tax Return which IHM determines shall be filed on a consolidated, combined or unitary basis with any Outdoor Group Member, for any Taxable Period beginning before a Deconsolidation Event applicable to that the Tax that is the subject matter relevant taxable period ended as of the relevant Tax Return. (b) With respect to close of business on the Tax Returns prepared by IHM pursuant to Section 2.2(a), CCOH or, after day before the CCOH Merger, CCH shall be entitled to review (i) any income Tax Returns which relate solely to the Outdoor Group and (ii) any Tax Returns, or portions thereof, which relate to (x) Taxes for which an Outdoor Group Member may be liable under applicable law or (y) Taxes or Tax Items in respect of which any Outdoor Group Member is entitled to any rights or benefits, or has any obligations, under this AgreementClosing Date. IHM shall provide each such Tax Return or portions thereof, as applicable, to CCOH or, after the CCOH Merger, CCH at At least thirty (30) 30 days prior to the due date for filing such Tax Return (including extensions). CCOH or CCH shall provide comments as soon as practicable with respect to such Tax Returns or portions thereof, and, either (i) IHM shall reflect such comments on such Tax Returns, or (ii) the consent of CCOH or, after the CCOH Merger, CCH, not to be unreasonably withheld or delayed, shall be required, in each case before such Tax Returns are filed with the applicable Taxing Authority, provided, however, that IHM shall not be required to reflect the comments of CCOH or, after the CCOH Merger, CCH or obtain the consent of CCOH or, after the CCOH Merger, CCH with respect to any matter reflected on such Tax Return which is not reasonably expected to affect any Taxes or Tax Items in respect of which any Outdoor Group Member is entitled to any rights or benefits, or has any obligations, under this Agreement, provided further, however, that if a dispute involving a position on a Tax Return cannot be resolved pursuant to those provisions prior to the due date (including extensions) for of any such Tax ReturnReturns that are Income Tax Returns or Composite Tax Returns and that are due at least 40 days after the Closing Date, Deltek shall deliver the applicable Tax Return(s) to Shareholders’ Representative for its approval not to be unreasonably withheld (Deltek shall use its reasonable efforts to deliver any such Tax Returns that are due within the 40 days at least 10 days prior to the due date thereof). For this purpose, the Shareholders’ Representative’s withholding of approval of a Tax Return shall be timely filed with IHMrespect to a period that ends on or before the Closing Date, based upon Deltek’s position reflected and, following the resolution of such dispute, failure to adopt in such Tax Return an alternative reporting position suggested by the Shareholders’ Representative, shall be amended deemed reasonable if the reporting position proposed by the Shareholders’ Representative on such Tax Return has a “reasonable basis,” as defined in Section 6662 of the Code and is not inconsistent with past practice. In the event of a disagreement between Deltek and Shareholders’ Representative, Deltek and Shareholders’ Representative shall select a certified public accountant, which may include the certified public accountant currently used by Deltek, to resolve such dispute and the decision of such certified public accountant shall be binding on both Deltek and Shareholders’ Representative. Deltek shall timely pay all Taxes shown due with respect to Tax Returns filed after the Closing Date and shall be entitled to receive reimbursement for such Taxes which are Shareholders’ Taxes within two (2) days of the payment thereof (such payment to be by wire transfer to the account of Deltek); provided that reimbursement for any Composite Taxes shall be made immediately out of the Escrow to the extent necessary to reflect the resolution of such dispute. Any disputes with respect to any such Tax Return or portion thereof, as applicable, shall be subject to Section 3.3 and Section 4.4. (c) Except as set forth in, and without duplication of any payments made under, the Transition Services Agreement, CCOH or, after the CCOH Merger, CCH shall reimburse IHM for an allocable portion of its expenses incurred in preparing and filing any Tax Returns described provided in Section 2.2(a) on behalf of any Outdoor Group Member, as such allocation is reasonably agreed to by IHM and CCOH or, after the CCOH Merger, CCH. (d) Unless otherwise required by law, the IHM Group Members and Outdoor Group Members, as applicable, shall file the appropriate information and statements, as required by Treasury Regulations Section and 1.368-3, with the IRS with respect to the CCOH Merger, and shall retain the appropriate information relating to the CCOH Merger as described in Treasury Regulations Section 1.368-3(d9.2(b)(iii).

Tax Return Preparation. (a) Subject to Section 2.2(b), (i) IHM Seller shall prepare include the income of the Company (including any deferred items triggered into income by Treasury Regulation section 1.1502-13 and any excess loss account taken into income under Treasury Regulation section 1.1502-19) on Seller’s consolidated U.S. federal income Tax Return and any applicable state unitary, combined or consolidated Tax Returns for all taxable periods through the end of the Closing Date and shall pay any U.S. federal and state income Taxes attributable to such income (“Seller Group Income Taxes”). The income of the Company shall be apportioned to the period up to and including the Closing Date and the period after the Closing Date by closing the books of the Company as of the end of the Closing Date, and Seller shall indemnify and hold harmless Buyer, the Company and the Company’s Subsidiaries for any Seller Group Income Taxes and for the reasonable out-of-pocket costs and expenses, including reasonable professional fees and disbursements, of asserting its rights with respect to such Seller Group Income Taxes under this Section 6.4(a)(i), except to the extent such Seller Group Income Taxes were included in the calculation of Net Working Capital. (ii) The Company shall (and Buyer shall cause the Company to) prepare, or cause to be prepared, and file, or cause to be prepared and filed, on a timely basis all Tax Returns of the Company and its Subsidiaries that are due after the Closing Date and that include a Pre-Closing Tax Period (other than Tax Returns described in Section 6.4(a)(i)). All such Tax Returns shall be prepared in a manner consistent with past practice of the Company and its Subsidiaries unless otherwise required by applicable law. The Company shall (and Buyer shall cause the Company to) provide Seller with a draft copy of each such Tax Return at least twenty (20) days prior to the filing of such return for its review and comment and, with respect to each such Tax Return, shall make such changes that are reasonably requested by Seller and shall not file such Tax Return without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. The Company shall (and Buyer shall cause the Company to) timely pay all Taxes shown as due with respect to Tax Returns filed pursuant to this Section 6.4(a)(ii). Within ten (10) Business Days of Seller’s receipt of written notice that the Company intends to file any such Tax Return, Seller shall pay to the Company an amount equal to any Tax liabilities with respect to such Tax Returns that are required under applicable law Pre-Closing Taxes that were unpaid as of the Closing Date, except to be filed bythe extent such Tax liabilities were included in the calculation of Net Working Capital. Within fifteen (15) days of filing any Tax Return that includes a Pre-Closing Tax Period, the Company and/or Buyer shall pay to Seller the amount, if any, by which any amount paid (or deemed to have been paid) as of the Closing in respect of such Tax Return exceeds the liability of the Company for any Pre-Closing Taxes with respect to or on behalf such Tax Return. For the avoidance of any Outdoor Group Member (whether or not such Outdoor Group Member files a Tax Return on a consolidateddoubt, combined or unitary basis with any IHM Group Member) on or before the date Pre-Closing Taxes shall be considered to be paid as of the CCH Distribution and which IHM Closing Date to the extent the Company or any of its Subsidiaries has prepared and filedmade estimated or similar Tax payments or has otherwise pre-paid any Taxes, including by applying any entitlement to a refund of, or caused credit for, Taxes against any current or future Tax liability. (iii) Buyer and the Company shall prepare, or cause to be prepared and filed with respect to or on behalf of any Outdoor Group Member pursuant to the most recent past practice of IHMprepared, and (ii) IHM shall prepare and file, or cause to be prepared and filed, on a timely basis all Tax Returns of the Professional Associations that are due after the Closing Date. All such Tax Returns that include a Pre-Closing Tax Period shall be prepared in a manner consistent with past practice of the Company and each such Professional Association unless otherwise required by applicable law. (iv) Except to the extent required pursuant to a final determination by a Taxing Authority, neither the Company nor any of its Subsidiaries shall (and Buyer shall cause the Company and its Subsidiaries not to) amend any Tax Return which IHM determines shall be filed on a consolidated, combined or unitary basis with any Outdoor Group Member, for any Taxable Period beginning before a Deconsolidation Event applicable to the Tax that is the subject matter of the relevant Tax Return. (b) With respect to the Tax Returns prepared by IHM pursuant to Section 2.2(a), CCOH or, after the CCOH Merger, CCH shall be entitled to review (i) any income Tax Returns which relate solely to the Outdoor Group and (ii) any Tax Returns, or portions thereof, which relate to (x) Taxes for which an Outdoor Group Member may be liable under applicable law or (y) Taxes or Tax Items in respect of which any Outdoor Group Member is entitled to any rights or benefits, or has any obligations, under this Agreement. IHM shall provide each such Tax Return or portions thereof, as applicable, to CCOH or, after the CCOH Merger, CCH at least thirty (30) days prior to the due date for filing such Tax Return (including extensions). CCOH or CCH shall provide comments as soon as practicable with respect to such a Pre-Closing Tax Returns or portions thereof, and, either (i) IHM shall reflect such comments on such Tax Returns, or (ii) Period without the prior written consent of CCOH orSeller, after the CCOH Merger, CCH, not to be unreasonably withheld or delayed, shall be required, in each case before such Tax Returns are filed with the applicable Taxing Authority, provided, however, that IHM which consent shall not be required to reflect the comments of CCOH orunreasonably withheld, after the CCOH Merger, CCH conditioned or obtain the consent of CCOH or, after the CCOH Merger, CCH with respect to any matter reflected on such Tax Return which is not reasonably expected to affect any Taxes or Tax Items in respect of which any Outdoor Group Member is entitled to any rights or benefits, or has any obligations, under this Agreement, provided further, however, that if a dispute involving a position on a Tax Return cannot be resolved pursuant to those provisions prior to the due date (including extensions) for any such Tax Return, the Tax Return shall be timely filed with IHM’s position reflected and, following the resolution of such dispute, such Tax Return shall be amended to the extent necessary to reflect the resolution of such dispute. Any disputes with respect to any such Tax Return or portion thereof, as applicable, shall be subject to Section 3.3 and Section 4.4delayed. (c) Except as set forth in, and without duplication of any payments made under, the Transition Services Agreement, CCOH or, after the CCOH Merger, CCH shall reimburse IHM for an allocable portion of its expenses incurred in preparing and filing any Tax Returns described in Section 2.2(a) on behalf of any Outdoor Group Member, as such allocation is reasonably agreed to by IHM and CCOH or, after the CCOH Merger, CCH. (d) Unless otherwise required by law, the IHM Group Members and Outdoor Group Members, as applicable, shall file the appropriate information and statements, as required by Treasury Regulations Section and 1.368-3, with the IRS with respect to the CCOH Merger, and shall retain the appropriate information relating to the CCOH Merger as described in Treasury Regulations Section 1.368-3(d).

Tax Return Preparation. (a) Subject to Section 2.2(b), (i) IHM The Holder Representative shall prepare and file, (or cause to be prepared prepared) in a timely manner any initial Tax Returns of the Company for any Tax period ending on or before the Closing Date that are filed after the Closing; provided, however, that the parties hereby acknowledge that the Holder Representative cannot sign such Tax Returns on behalf of the Company and, provided, further, that the Surviving Corporation shall sign (or IntraLinks shall cause the Surviving Corporation to sign) such Tax Returns when and filedas requested by the Holder Representative, and that the Surviving Corporation’s failure to sign such Tax Returns, when and as requested by the Holder Representative, shall not constitute a breach of the Holder Representative’s obligations under this Section 4.9(c). For the avoidance of doubt, the Holder Representative shall not be responsible for the preparation or filing of any Tax Returns of the Company for any Straddle Period. Except as required by applicable Tax Law, all Tax Returns that are required under applicable law prepared by the Holder Representative pursuant to this Section 4.9(c) shall be filed by, with respect to or on behalf of any Outdoor Group Member (whether or not such Outdoor Group Member files a Tax Return prepared on a consolidated, combined or unitary basis and in a manner consistent with any IHM Group Member) on or before the date of the CCH Distribution and which IHM has prepared and filed, or caused to be prepared and filed with respect to or on behalf of any Outdoor Group Member pursuant to the most recent Company’s past practice of IHM, and (ii) IHM shall prepare and file, or cause to be prepared and filed, any Tax Return which IHM determines shall be filed on a consolidated, combined or unitary basis with any Outdoor Group Member, for any Taxable Period beginning before a Deconsolidation Event applicable to the Tax that is the subject matter of the relevant Tax Return. (b) With respect to as evidenced by the Tax Returns prepared filed by IHM pursuant to Section 2.2(athe Company for prior Tax periods), CCOH or, after and all costs for the CCOH Merger, CCH preparation of such Tax Returns shall be entitled to review (i) any income Tax Returns which relate solely to borne entirely by IntraLinks and/or the Outdoor Group and (ii) any Tax Returns, or portions thereof, which relate to (x) Taxes for which an Outdoor Group Member may be liable under applicable law or (y) Taxes or Tax Items in respect of which any Outdoor Group Member is entitled to any rights or benefits, or has any obligations, under this AgreementSurviving Corporation. IHM shall provide each Any such Tax Return or portions thereofReturn, as applicabletogether with appropriate supporting information and schedules, shall be delivered to CCOH or, after the CCOH Merger, CCH at least IntraLinks for its review and comment not less than thirty (30) days before its respective due date (taking into account any extensions that apply). IntraLinks shall provide the Holder Representative with comments no later than fifteen (15) days prior to the due date for filing such of the Tax Return (including extensionstaking into account any extensions that apply). CCOH or CCH IntraLinks and the Holder Representative shall provide comments as soon as practicable with respect attempt in good faith to such Tax Returns or portions thereof, and, either (i) IHM shall reflect such comments on such Tax Returns, or (ii) the consent of CCOH or, after the CCOH Merger, CCH, not to be unreasonably withheld or delayed, shall be required, in each case before such Tax Returns are filed with the applicable Taxing Authority, provided, however, that IHM shall not be required to reflect the comments of CCOH or, after the CCOH Merger, CCH or obtain the consent of CCOH or, after the CCOH Merger, CCH resolve any dispute with respect to any matter reflected such Tax Return; if they are unable to do so at least ten (10) days prior to the date on which such Tax Return which is not reasonably expected to affect due (taking into account any Taxes or Tax Items in respect of which any Outdoor Group Member is entitled to any rights or benefits, or has any obligations, under this Agreement, provided further, however, extensions that if a dispute involving a position on a Tax Return cannot be resolved pursuant to those provisions prior to the due date (including extensions) for any such Tax Return, the Tax Return shall be timely filed with IHM’s position reflected and, following the resolution of such disputeapply), such Tax Return shall be amended filed as prepared by the Holder Representative, subject to the extent necessary amendment, if necessary, to reflect the final resolution of such the dispute. Any disputes with respect to any such Tax Return or portion thereof, as applicable, shall be subject to Section 3.3 and Section 4.4. (c) Except as set forth in, and without duplication of any payments made under, the Transition Services Agreement, CCOH or, after the CCOH Merger, CCH shall reimburse IHM for an allocable portion of its expenses incurred in preparing and filing any Tax Returns described in Section 2.2(a) on behalf of any Outdoor Group Member, as such allocation is reasonably agreed to by IHM and CCOH or, after the CCOH Merger, CCH. (d) Unless otherwise required by law, the IHM Group Members and Outdoor Group Members, as applicable, shall file the appropriate information and statements, as required by Treasury Regulations Section and 1.368-3, with the IRS with respect to the CCOH Merger, and shall retain the appropriate information relating to the CCOH Merger as described in Treasury Regulations Section 1.368-3(d).

Tax Return Preparation. (ai) Subject Seller shall prepare or shall cause to Section 2.2(bbe prepared (A) any combined, consolidated, or unitary or similar Tax Return that includes Seller or any of its Subsidiaries (other than the Vantive Group Entities), on the one hand, and any of the Vantive Group Entities or Deferred Vantive Local Businesses, on the other hand (a “Combined Tax Return”), (iB) IHM any Income Tax Return (other than any Combined Tax Return) that is required to be filed by or with respect to any of the Vantive Group Entities or Deferred Vantive Local Business for any taxable period that ends on or before the Closing Date (a “Pre-Closing Separate Income Tax Return”) and (C) any Non-Income Tax Return (other than any Combined Tax Return) that is required to be filed by or with respect to any of the Vantive Group Entities or Deferred Vantive Local Businesses on or before the Closing Date (a “Pre-Closing Separate Non-Income Tax Return”). Seller shall timely file or cause to be timely filed any Combined Tax Return, any Pre-Closing Separate Income Tax Return and any Pre-Closing Separate Non-Income Tax Return that is required to be filed on or before the Closing Date (taking into account any extensions). Effective after the Closing Date, Seller shall deliver, or cause to be delivered, to Buyer all Pre-Closing Separate Income Tax Returns that are required to be filed after the Closing Date at least thirty (30) Business Days prior to the due date for filing such Tax Returns (taking into account any extensions), or as soon as reasonably practicable if such Tax Return is due within thirty (30) Business Days after the Closing Date (taking into account any extensions), and Buyer shall timely file or cause to be timely filed such Tax Returns. Seller shall consider in good faith Buyer’s reasonable comments received by Seller no later than fifteen (15) Business Days prior to the due date for such Pre-Closing Separate Income Tax Returns. Buyer shall not amend or revoke any Pre-Closing Separate Income Tax Returns or Pre-Closing Separate Non-Income Tax Returns (or any notification or election relating thereto) without the prior written consent of Seller (not to be unreasonably withheld, conditioned or delayed). Buyer shall promptly provide (or cause to be provided) to Seller any information reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 4.15(a)(i), and Buyer shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the applicable Vantive Group Entity or Deferred Vantive Local Business (or Seller or its relevant Affiliates with respect to the applicable Vantive Group Entity or Deferred Vantive Local Business). (ii) Except for any Tax Return required to be prepared by Seller pursuant to Section 4.15(a)(i), Buyer shall prepare and file, timely file or cause to be prepared and filed, timely filed all Tax Returns that are required under applicable law to be filed by, with respect to or on behalf the Vantive Group Entities and the Deferred Vantive Local Businesses and shall timely pay all Taxes due with respect thereto. In the case of any Outdoor Group Member (whether or not such Outdoor Group Member files a Tax Return (A) for any Pre-Closing Tax Period (including any Straddle Period) or (B) that may reasonably be expected to (x) result in a claim against Seller on the basis of Indemnified Taxes or the representations and warranties relating to Taxes or (y) have an adverse impact on the Tax affairs of Seller or its Affiliates (other than the Vantive Group Entities or the Deferred Vantive Local Businesses) (a consolidated“Seller-Reviewed Tax Return”), combined or unitary basis with any IHM Group Member) on or before the date of the CCH Distribution and which IHM has prepared and filed, or caused to be prepared and filed with respect to or on behalf of any Outdoor Group Member pursuant to the most recent past practice of IHM, and (ii) IHM Buyer shall prepare and file, or cause to be prepared and filed, any such Tax Return which IHM determines shall be filed on in a consolidated, combined or unitary basis manner consistent with any Outdoor Group Member, for any Taxable Period beginning before a Deconsolidation Event applicable to the Tax that is the subject matter past practices of the applicable Vantive Group Entity or Deferred Vantive Local Business (or Seller or its relevant Tax Return. (b) With Affiliates with respect to the applicable Vantive Group Entity or Deferred Vantive Local Business) unless a contrary position is required by applicable Law. Buyer shall deliver to Seller for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of such Seller-Reviewed Tax Returns prepared by IHM pursuant to Section 2.2(a), CCOH or, after the CCOH Merger, CCH shall be entitled to review (i) any income Tax Returns which relate solely to the Outdoor Group and (ii) any Tax Returns, or portions thereof, which relate to (x) Taxes for which an Outdoor Group Member may be liable under applicable law or (y) Taxes or Tax Items in respect of which any Outdoor Group Member is entitled to any rights or benefits, or has any obligations, under this Agreement. IHM shall provide each such Tax Return or portions thereof, as applicable, to CCOH or, after the CCOH Merger, CCH at least thirty (30) days prior to the due date for filing such Tax Return thereof (including taking into account any extensions). CCOH or CCH Buyer shall provide comments as soon as practicable with respect to revise such Seller-Reviewed Tax Returns or portions thereof, and, either (i) IHM shall reflect such comments on such Tax Returns, or (ii) the consent of CCOH or, after the CCOH Merger, CCH, not to be unreasonably withheld or delayed, shall be required, in each case before such Tax Returns are filed with the applicable Taxing Authority, provided, however, that IHM shall not be required Return to reflect any reasonable comments received from Seller not later than fifteen (15) days before the comments of CCOH or, after due date thereof (taking into account any extensions). If Xxxxx and Seller are unable to resolve their differences by the CCOH Merger, CCH or obtain the consent of CCOH or, after the CCOH Merger, CCH with respect to any matter reflected on such Tax Return which is not reasonably expected to affect any Taxes or Tax Items in respect of which any Outdoor Group Member is entitled to any rights or benefits, or has any obligations, under this Agreement, provided further, however, that if a dispute involving a position on a Tax Return cannot be resolved pursuant to those provisions fifth (5th) Business Day prior to the due date (including extensions) for any such Tax Return, the Tax Return then such differences shall be timely filed with IHM’s position reflected and, following resolved by the resolution of Accountant and any such dispute, such Tax Return determination by the Accountant shall be amended to final and binding on the extent necessary to reflect parties. The fees and expenses of the resolution Accountant shall be borne by the parties in a manner consistent with the provisions of such disputeSection 1.4(b). Any disputes with respect to Buyer shall not amend or revoke any such Tax Return or portion thereof, as applicable, shall be subject to Section 3.3 and Section 4.4. (c) Except as set forth in, and without duplication of any payments made under, the Transition Services Agreement, CCOH or, after the CCOH Merger, CCH shall reimburse IHM for an allocable portion of its expenses incurred in preparing and filing any Seller-Reviewed Tax Returns described in Section 2.2(a(or any notification or election relating thereto) on behalf without the prior written consent of any Outdoor Group MemberSeller (which consent shall not be unreasonably withheld, as such allocation is reasonably agreed to by IHM and CCOH or, after the CCOH Merger, CCH. (d) Unless otherwise required by law, the IHM Group Members and Outdoor Group Members, as applicable, shall file the appropriate information and statements, as required by Treasury Regulations Section and 1.368-3, with the IRS with respect to the CCOH Merger, and shall retain the appropriate information relating to the CCOH Merger as described in Treasury Regulations Section 1.368-3(dconditioned or delayed).

Tax Return Preparation. (a) Subject to Section 2.2(b), (i) IHM Acquiror shall prepare and file, or cause to be prepared and filed, all not file any amended Tax Returns for Target for Tax Returns filed prior to the date hereof that are could reasonably be expected to result in an indemnification claim by Acquiror under this Agreement without the prior written consent of the Holders' Representative, which will not be withheld if Acquiror delivers an opinion of counsel reasonably acceptable to the Holders' Representative that such amended return is required under applicable law Law, or if such amended Tax Return is to be filed by, with respect to or on behalf as a result of any Outdoor Group Member a final determination (whether or not such Outdoor Group Member files a Tax Return on a consolidated, combined or unitary basis with any IHM Group Member) on or before the date as defined in Section 1313 of the CCH Distribution and which IHM has prepared and filed, or caused to be prepared and filed with respect to or on behalf of any Outdoor Group Member pursuant to the most recent past practice of IHM, and (iiCode) IHM shall prepare and file, or cause to be prepared and filed, any Tax Return which IHM determines shall be filed on a consolidated, combined or unitary basis with any Outdoor Group Member, for any Taxable Period beginning before a Deconsolidation Event applicable to the Tax that is the subject matter of the relevant issues raised in the original Tax Return. (b) With respect to the Acquiror shall prepare all Tax Returns prepared for Target (including related information returns, such as IRS Form W-2 and other employee forms) for periods that end on or before or include the Closing Date (each a "Final Tax Return") in a manner consistent with the past Tax Returns filed by IHM pursuant the Target (unless Acquiror determines in good faith there is no reasonable basis to continue such reporting). No election shall be made under Reg. Section 2.2(a)1.1502-76(b)(2)(ii)(D) to ratably allocate items of income and expense between the Final Tax Return for the period January 1, CCOH or, 2003 through the Effective Time and the period beginning the day after the CCOH MergerEffective Time and ending on December 31, CCH 2003 unless the Holders' Representative consents in writing to such election, and such consent shall not be entitled to review (i) any income Tax Returns which relate solely to withheld if the Outdoor Group and (ii) any Tax Returns, or portions thereof, which relate to (x) Taxes for which election could not reasonably result in an Outdoor Group Member may be liable under applicable law or (y) Taxes or Tax Items in respect indemnification of which any Outdoor Group Member is entitled to any rights or benefits, or has any obligations, an Acquiror Indemnified Party under this Agreement. IHM Any items of income or expense that arise on the date of Closing as a result of the Merger or as a result of including Target in the Acquiror consolidated tax return shall provide each such be deemed to arise on the next business day, as provided in Reg. Section 1.1502-76(b), and will not be deemed to occur prior to the Closing. (c) The filing of any Final Tax Return or portions thereof, as applicable, shall be subject to CCOH or, after the CCOH Merger, CCH at least thirty (30) prior review of the Holders' Representative. No later than 45 days prior to the due date for filing such Tax Return (including extensions). CCOH or CCH shall provide comments as soon as practicable with respect to such Tax Returns or portions thereof, and, either (i) IHM shall reflect such comments on such Tax Returns, or (ii) the consent of CCOH or, after the CCOH Merger, CCH, not to be unreasonably withheld or delayed, shall be required, in each case before such Tax Returns are filed with the applicable Taxing Authority, provided, however, that IHM shall not be required to reflect the comments of CCOH or, after the CCOH Merger, CCH or obtain the consent of CCOH or, after the CCOH Merger, CCH with respect to any matter reflected on such Tax Return which is not reasonably expected to affect any Taxes or Tax Items in respect of which any Outdoor Group Member is entitled to any rights or benefits, or has any obligations, under this Agreement, provided further, however, that if a dispute involving a position on a Tax Return cannot be resolved pursuant to those provisions prior to the due date (including extensions) for any such of a Final Tax Return, Acquiror shall provide Holders' Representative with a copy of the draft Final Tax Return. If Holder's Representative shall have delivered to Acquiror within twenty business days of Holders' Representative's receipt of such draft Final Tax Return written notice of its disagreement with such draft Final Tax Return, specifying with reasonable particularity all items of disagreement with such draft, Acquiror and Holders' Representative shall be timely filed with IHM’s position reflected and, following resolve any such items of disagreement prior to the resolution filing of such dispute, such Final Tax Return shall be amended to the extent necessary to reflect the resolution of such dispute. Any disputes with respect to any such Tax Return or portion thereof, as applicable, shall be subject to Section 3.3 and Section 4.4Return. (c) Except as set forth in, and without duplication of any payments made under, the Transition Services Agreement, CCOH or, after the CCOH Merger, CCH shall reimburse IHM for an allocable portion of its expenses incurred in preparing and filing any Tax Returns described in Section 2.2(a) on behalf of any Outdoor Group Member, as such allocation is reasonably agreed to by IHM and CCOH or, after the CCOH Merger, CCH. (d) Unless otherwise required by law, the IHM Group Members and Outdoor Group Members, as applicable, shall file the appropriate information and statements, as required by Treasury Regulations Section and 1.368-3, with the IRS with respect to the CCOH Merger, and shall retain the appropriate information relating to the CCOH Merger as described in Treasury Regulations Section 1.368-3(d).

Tax Return Preparation. (a) Subject For taxable periods that end on or prior to Section 2.2(bthe Closing Date (“Pre-Closing Periods”) and taxable periods that include the Closing Date but do not begin or end on the Closing Date (“Straddle Periods”), (i) IHM the Company shall prepare and file, or cause to be prepared file all federal and filed, all state Tax Returns of the Company that are required under by applicable law Law. Such returns shall be prepared using the closing of the books method to the extent permitted by applicable Law. The Holders shall pay all Taxes shown as due on such Tax Returns properly allocable to the Pre-Closing Periods, but only to the extent in excess of Taxes of the Company reserved on the Closing Balance Sheet. All such Tax Returns shall be prepared in a manner consistent with past practice unless such past practice has been finally determined by the applicable Taxing Authority to be filed by, with respect to incorrect or on behalf of any Outdoor Group Member (whether unless a contrary treatment is required by applicable Law or not such Outdoor Group Member files a Tax Return on a consolidated, combined the judicial or unitary basis with any IHM Group Member) on or before the date of the CCH Distribution and which IHM has prepared and filed, or caused to be prepared and filed with respect to or on behalf of any Outdoor Group Member pursuant to the most recent past practice of IHM, and (ii) IHM shall prepare and file, or cause to be prepared and filed, any Tax Return which IHM determines shall be filed on a consolidated, combined or unitary basis with any Outdoor Group Member, for any Taxable Period beginning before a Deconsolidation Event applicable to the Tax that is the subject matter of the relevant Tax Returnadministrative interpretation thereof. (b) With respect to the Tax Returns prepared by IHM pursuant to Section 2.2(a), CCOH or, after the CCOH Merger, CCH shall be entitled to review (i) any income Tax Returns which relate solely to the Outdoor Group and (ii) any Tax Returns, or portions thereof, which relate to (x) Taxes for which an Outdoor Group Member may be liable under applicable law or (y) Taxes or Tax Items in respect of which any Outdoor Group Member is entitled to any rights or benefits, or has any obligations, under this Agreement. IHM shall provide each such Tax Return or portions thereof, as applicable, to CCOH or, after the CCOH Merger, CCH at least thirty (30) days Not later than 15 Business Days prior to the due date for filing such Tax Return (including extensions). CCOH or CCH shall provide comments as soon as practicable with respect to such Tax Returns or portions thereof, and, either (i) IHM shall reflect such comments on such Tax Returns, or (ii) the consent of CCOH or, after the CCOH Merger, CCH, not to be unreasonably withheld or delayed, shall be required, in each case before such Tax Returns are filed with the applicable Taxing Authority, provided, however, that IHM shall not be required to reflect the comments of CCOH or, after the CCOH Merger, CCH or obtain the consent of CCOH or, after the CCOH Merger, CCH with respect to any matter reflected on such Tax Return which is not reasonably expected to affect any Taxes or Tax Items in respect of which any Outdoor Group Member is entitled to any rights or benefits, or has any obligations, under this Agreement, provided further, however, that if a dispute involving a position on a Tax Return cannot be resolved pursuant to those provisions prior to the due date (including extensions) for any such Tax Return, the Company shall provide Holders’ Representative with a copy of such Tax Return and the supporting work papers related thereto. Holders’ Representative shall be afforded an opportunity for review of such Return and work papers that is sufficient to enable Holders’ Representative to propose changes to such Tax Return no later than 8 Business Days prior to the date for filing such Tax Return. If such opportunity is provided, the failure of Holders’ Representative to propose any changes to such Tax Return prior to the end of the 8 Business Days shall be deemed an indication that Holders’ Representative has approved such Tax Return. (c) If Holders’ Representative proposes changes to such Tax Return, the Company and Holders’ Representative shall attempt in good faith to reconcile their differences as to such proposed changes. If the Company and Holders’ Representative reconcile such differences, the Tax Return shall be timely filed with IHM’s position reflected andadjusted accordingly. If the Company and Holders’ Representative are unable to reconcile such differences within 20 Business Days after Holders’ Representative has notified Parent of the proposed changes, following the differences shall be submitted for resolution to the Independent Accounting Firm, whose decision shall be final as to the differences thus submitted. (d) To the extent that the Company is not able to file for an extension of time in which to make a filing if a dispute is ongoing pursuant to subsection (c), the Company may file such Tax Return and shall file an amended Tax Return, if necessary, to conform the filing upon the resolution of such dispute, such Tax Return shall be amended to the extent necessary to reflect the resolution of such dispute. Any disputes with respect to any such Tax Return or portion thereof, as applicable, shall be subject to Section 3.3 and Section 4.4. (c) Except as set forth in, and without duplication of any payments made under, the Transition Services Agreement, CCOH or, after the CCOH Merger, CCH shall reimburse IHM for an allocable portion of its expenses incurred in preparing and filing any Tax Returns described in Section 2.2(a) on behalf of any Outdoor Group Member, as such allocation is reasonably agreed to by IHM and CCOH or, after the CCOH Merger, CCH. (d) Unless otherwise required by law, the IHM Group Members and Outdoor Group Members, as applicable, shall file the appropriate information and statements, as required by Treasury Regulations Section and 1.368-3, with the IRS with respect to the CCOH Merger, and shall retain the appropriate information relating to the CCOH Merger as described in Treasury Regulations Section 1.368-3(d).

Tax Return Preparation. (a) Subject Xxxxx Seller shall (at the cost of the Sellers) prepare, or cause to Section 2.2(bbe prepared, and Purchaser shall timely file, all Tax Returns of the Transferred Companies for any Tax period that ends on or before the Closing Date the due date of which is after the Closing Date (“Seller Tax Returns”). All Seller Tax Returns shall be prepared in a manner consistent with the past procedures and practices of the Transferred Companies and the Intended Tax Treatment except to the extent required by applicable Law. Xxxxx Seller shall submit each Seller Tax Return (other than any payroll and sales Tax Returns) and associated tax workpapers to Purchaser for Purchaser’s review and comment at least thirty (30) days prior to the filing due date of such Seller Tax Return taking into account valid extensions (or as soon as possible if the due date for such Seller Tax Return is within thirty (30) days of the Closing Date). Purchaser shall provide any comments to Xxxxx Seller within fifteen (15) days after receipt of a Seller Tax Return (or as soon as possible in case of a Seller Tax Return the due date of which is within (30) days of the Closing Date) and Xxxxx Seller shall consider any such comments in good faith; provided that in all events the third party preparer of any Seller Tax Return shall be at least at a “more likely than not” level of comfort with respect to the positions taken on any Seller Tax Return. Sellers shall timely pay all Pre-Closing Taxes shown as due and owing on a Seller Tax Return, except to the extent such Taxes were reflected as a current liability on the Final Closing Statement. (ib) IHM Purchaser shall prepare and file, or cause to be prepared and filed, all Tax Returns that are of the Transferred Companies for any Straddle Period (“Purchaser Tax Returns”). All Purchaser Tax Returns shall be prepared in a manner consistent with the past procedures and practices of the Transferred Companies and the Intended Tax Treatment except to the extent required under by applicable law to be filed by, with respect to or on behalf of any Outdoor Group Member (whether or not such Outdoor Group Member files a Law. Purchaser shall submit each Purchaser Tax Return on a consolidated, combined or unitary basis with (other than any IHM Group Member) on or before the date of the CCH Distribution payroll and which IHM has prepared and filed, or caused to be prepared and filed with respect to or on behalf of any Outdoor Group Member pursuant to the most recent past practice of IHM, and (ii) IHM shall prepare and file, or cause to be prepared and filed, any Tax Return which IHM determines shall be filed on a consolidated, combined or unitary basis with any Outdoor Group Member, for any Taxable Period beginning before a Deconsolidation Event applicable to the Tax that is the subject matter of the relevant Tax Return. (b) With respect to the Tax Returns prepared by IHM pursuant to Section 2.2(a), CCOH or, after the CCOH Merger, CCH shall be entitled to review (i) any income Tax Returns which relate solely to the Outdoor Group and (ii) any sales Tax Returns, or portions thereof, which relate ) and associated tax workpapers to (x) Taxes Xxxxx Seller for which an Outdoor Group Member may be liable under applicable law or (y) Taxes or Tax Items in respect of which any Outdoor Group Member is entitled to any rights or benefits, or has any obligations, under this Agreement. IHM shall provide each such Tax Return or portions thereof, as applicable, to CCOH or, after the CCOH Merger, CCH Xxxxx Seller’s review and comment at least thirty (30) days prior to the filing due date of such Purchaser Tax Return taking into account valid extensions (or as soon as possible if the due date for filing such Purchaser Tax Return is within thirty (30) days of the Closing Date). Xxxxx Seller shall provide any comments to Purchaser within fifteen (15) days after receipt of a Purchaser Tax Return (including extensions). CCOH or CCH shall provide comments as soon as practicable with respect to such Tax Returns or portions thereof, and, either (i) IHM shall reflect such comments on such Tax Returns, or (ii) the consent possible in case of CCOH or, after the CCOH Merger, CCH, not to be unreasonably withheld or delayed, shall be required, in each case before such Tax Returns are filed with the applicable Taxing Authority, provided, however, that IHM shall not be required to reflect the comments of CCOH or, after the CCOH Merger, CCH or obtain the consent of CCOH or, after the CCOH Merger, CCH with respect to any matter reflected on such a Purchaser Tax Return which is not reasonably expected to affect any Taxes or Tax Items in respect of which any Outdoor Group Member is entitled to any rights or benefits, or has any obligations, under this Agreement, provided further, however, that if a dispute involving a position on a Tax Return cannot be resolved pursuant to those provisions prior to the due date of which is within (including extensions30) for days of the Closing Date) and Purchaser shall consider any such Tax Return, comments in good faith; provided that in all events the third party preparer of any Purchaser Tax Return shall be timely filed with IHM’s position reflected and, following the resolution at least at a “more likely than not” level of such dispute, such Tax Return shall be amended to the extent necessary to reflect the resolution of such dispute. Any disputes with respect to any such Tax Return or portion thereof, as applicable, shall be subject to Section 3.3 and Section 4.4. (c) Except as set forth in, and without duplication of any payments made under, the Transition Services Agreement, CCOH or, after the CCOH Merger, CCH shall reimburse IHM for an allocable portion of its expenses incurred in preparing and filing any Tax Returns described in Section 2.2(a) on behalf of any Outdoor Group Member, as such allocation is reasonably agreed to by IHM and CCOH or, after the CCOH Merger, CCH. (d) Unless otherwise required by law, the IHM Group Members and Outdoor Group Members, as applicable, shall file the appropriate information and statements, as required by Treasury Regulations Section and 1.368-3, with the IRS comfort with respect to the CCOH Mergerpositions taken on any Purchaser Tax Return. Sellers shall promptly pay to Purchaser all Pre-Closing Taxes shown as due and owing on a Purchaser Tax Return, and shall retain the appropriate information relating except to the CCOH Merger extent such Taxes were reflected as described in Treasury Regulations Section 1.368-3(d)a current liability on the Final Closing Statement.

Tax Return Preparation. (a) Subject to Section 2.2(b), (i) IHM Securityholders’ Representative shall prepare and file, or cause to be prepared (and Parent shall cause to be subsequently filed, ) in a timely manner all Tax Returns that related to Pre-Closing Tax Periods (other than Tax Returns for a Straddle Period) which are required under applicable law to be filed byby the Company and its Subsidiaries, with respect to or on behalf of any Outdoor Group Member (whether or not such Outdoor Group Member files a Tax Return on a consolidated, combined or unitary basis with any IHM Group Member) on or before the date of the CCH Distribution and which IHM has prepared and filed, or caused to be prepared and filed with respect to or on behalf of any Outdoor Group Member pursuant to the most recent past practice of IHM, and (ii) IHM shall prepare and file, or cause to be prepared and filed, any Tax Return which IHM determines shall be filed on a consolidated, combined or unitary basis with any Outdoor Group Member, for any Taxable Period beginning before a Deconsolidation Event applicable to the Tax that is the subject matter of the relevant Tax Return. (b) With respect to the extent such Tax Returns prepared by IHM pursuant to Section 2.2(a), CCOH or, are due after the CCOH MergerClosing Date. For the avoidance of doubt, CCH Securityholders’ Representative shall be entitled to review (i) use funds from the SR Escrow Amount to engage any income third party service providers to assist with such Tax Returns which relate solely to the Outdoor Group and (ii) any Tax Returns, or portions thereof, which relate to (x) Taxes for which an Outdoor Group Member may be liable under applicable law or (y) Taxes or Tax Items Return preparation in respect of which any Outdoor Group Member is entitled to any rights or benefits, or has any obligations, under this Agreementits sole discretion. IHM Securityholders’ Representative shall provide the Parent with a copy of each such Tax Return or portions thereof, as applicable, to CCOH or, after the CCOH Merger, CCH at least thirty (30) days prior to the due date for filing of such Tax Return (including extensions). CCOH or CCH any extensions thereof) and Parent shall have the right to review and comment on such Tax Return for a period of twenty (20) days after receipt thereof or, if required to be filed within thirty (30) days after the Closing Date, Securityholders’ Representative shall provide comments Parent with a copy of each such Tax Return as soon as practicable with respect possible following the Closing Date and sufficiently in advance of filing so Parent shall have a reasonable opportunity to review and comment on such Tax Return, and Securityholders’ Representative shall make such changes to such Tax Returns or portions thereof, and, either (i) IHM shall reflect such comments on such Tax Returns, or (ii) the consent of CCOH or, after the CCOH Merger, CCH, not to be unreasonably withheld or delayed, shall be required, in each case before such Tax Returns as are filed with the applicable Taxing Authority, provided, however, that IHM shall not be required to reflect the comments of CCOH or, after the CCOH Merger, CCH or obtain the consent of CCOH or, after the CCOH Merger, CCH with respect to any matter reflected on such Tax Return which is not reasonably expected to affect any Taxes or Tax Items in respect of which any Outdoor Group Member is entitled to any rights or benefits, or has any obligations, under this Agreement, provided further, however, that if a dispute involving a position on a Tax Return cannot be resolved pursuant to those provisions prior to the due date (including extensions) for any such Tax Return, the Tax Return shall be timely filed with IHM’s position reflected and, following the resolution of such dispute, such Tax Return shall be amended to the extent necessary to reflect the resolution of such disputerequested by Parent. Any disputes with With respect to any such Tax Return or portion thereof, as applicable, shall be subject filed after the Closing Date that relates to Section 3.3 any Pre-Closing Tax Period and Section 4.4. (c) Except as set forth in, and without duplication upon the request of any payments made underthe Securityholders’ Representative, the Transition Services Agreement, CCOH or, after Escrow Agent shall make a distribution from the CCOH Merger, CCH shall reimburse IHM for an allocable portion Escrow Amount to the Parent three (3) days prior to the filing of its expenses incurred in preparing and filing any such Tax Returns described in Section 2.2(a) on behalf the amount of any Outdoor Group Memberthe aggregate Tax liabilities due, as such allocation is reasonably agreed to by IHM and CCOH orif any, after the CCOH Merger, CCH. (d) Unless otherwise required by law, the IHM Group Members and Outdoor Group Members, as applicable, shall file the appropriate information and statements, as required by Treasury Regulations Section and 1.368-3, with the IRS with respect to such Pre-Closing Tax Periods; provided, however, that for purposes of determining the CCOH Merger, and shall retain the appropriate information relating to the CCOH Merger as described in Treasury Regulations Section 1.368-3(d).Tax liability due with

Tax Return Preparation. (a) Subject to Section 2.2(b), (i) IHM shall prepare The Buyers will prepare, or cause to be prepared, and timely file, or cause to be prepared and timely filed, all Tax Returns of the Foreign Subsidiaries or that relate to Purchased Assets that are required under applicable law to be filed by, with after the Closing Date. With respect to or on behalf of any Outdoor Group Member (whether or not such Outdoor Group Member files Tax Returns for a Tax Return on a consolidated, combined or unitary basis with any IHM Group Member) Pre-Closing Taxable Period ending on or before the date Closing Date or a Straddle Period (“Pre-Closing Tax Returns” and “Straddle Returns,” respectively), all such Tax Returns shall be prepared in accordance with past practice, except as required by applicable Law. The Buyers shall provide Seller Parent with a copy of completed Pre-Closing Tax Returns and Straddle Returns and a statement setting forth the amount of Tax shown on any such Tax Return that is allocable to a Pre-Closing Taxable Period (including the portion of the CCH Distribution Straddle Period ending on the Closing Date, as determined under Section 7.7(c) hereof), as applicable, together with appropriate supporting information and which IHM has prepared schedules, at least thirty (30) days (in the case of a Tax Return for Income Taxes) or ten (10) days (in the case of other Tax Returns) prior to the due date (including any extension thereof) for the filing of such Tax Return, and filed, Seller Parent shall have the right to review and comment on such Pre-Closing Tax Return or caused Straddle Return and statement within fifteen (15) days of receipt (or within five (5) days of receipt in the case Tax Returns that do not relate to be prepared Income Taxes). The Buyers and filed Seller Parent shall attempt to resolve in good faith any disputes with respect to any Pre-Closing Tax Returns and Straddle Returns. If the parties are unable to resolve a dispute within a five (5)-day period, the parties shall submit such dispute to the Independent Accountant, with such resolution being final and binding on the parties. The cost of such Independent Accountant shall be borne by the Buyers and the Seller Parties in the same manner as described in Section 2.3(c). The Seller Parties shall pay to the Buyers the amount of Taxes shown to be due and payable on such Pre Closing Tax Returns or the amount of Taxes shown to be due and payable on behalf such Straddle Returns that is allocable to the portion of the Straddle Period ending on the Closing Date, as applicable, to the extent that such Taxes have not previously been taken into account as Current Liabilities in determining Closing Working Capital, no later than five (5) days prior to the relevant due date (taking into account extensions). The Seller Parties, on the one hand, and the Buyer, on the other hand, shall each bear fifty percent (50%) of the cost and expense for the preparation and filing of any Outdoor Group Member pursuant to the most recent past practice of IHM, and (ii) IHM shall prepare and file, or cause to be prepared and filed, any Tax Return which IHM determines shall be filed on a consolidated, combined or unitary basis with any Outdoor Group Member, for any Taxable Period beginning before a Deconsolidation Event applicable to the Tax that is the subject matter of the relevant Pre-Closing Tax Return. (bii) With respect to Notwithstanding the Tax Returns prepared by IHM pursuant to Section 2.2(a), CCOH or, after the CCOH Merger, CCH shall be entitled to review provisions of clause (i) above, the Seller Parties shall be responsible for filing the (A) UK corporation tax returns (including any income claims, elections or other filings give effect to a surrender or transfer of losses or other amounts eligible for group relief in accordance with Part 5 of the UK Corporation Tax Act 2010) (“UK CT Returns”) of any Foreign Subsidiary that is resident for UK tax purposes in the UK for the Pre-Closing Taxable Period that ends on the Closing Date; and (B) Australian Tax Returns which relate solely to the Outdoor Group and (ii) any “Australian Tax Returns, or portions thereof, which relate to (x”) Taxes of any Foreign Subsidiary that is resident of Australia for which an Outdoor Group Member may be liable under applicable law or (y) Taxes or Tax Items income tax purposes in respect of which any Outdoor Group Member is entitled to any rights or benefits, or has any obligations, under this AgreementAustralia for the Pre-Closing Taxable Period that ends on the Closing Date . IHM The Seller Parties shall provide each the Buyers with a copy of the completed UK CT Returns and Australian Tax Returns and a statement setting forth the amount of Tax shown on any such Tax Return or portions thereofthat is allocable to a Post-Closing Taxable Period (including the portion of the Straddle Period beginning on the day after the Closing Date, as determined under Section 7.7(c) hereof), as applicable, to CCOH ortogether with appropriate supporting information and schedules, after the CCOH Merger, CCH at least thirty (30) days prior to the due date for filing such Tax Return (including extensions). CCOH or CCH shall provide comments as soon as practicable with respect to such Tax Returns or portions any extension thereof, and, either (i) IHM shall reflect such comments on such Tax Returns, or (ii) the consent of CCOH or, after the CCOH Merger, CCH, not to be unreasonably withheld or delayed, shall be required, in each case before such Tax Returns are filed with the applicable Taxing Authority, provided, however, that IHM shall not be required to reflect the comments of CCOH or, after the CCOH Merger, CCH or obtain the consent of CCOH or, after the CCOH Merger, CCH with respect to any matter reflected on such Tax Return which is not reasonably expected to affect any Taxes or Tax Items in respect of which any Outdoor Group Member is entitled to any rights or benefits, or has any obligations, under this Agreement, provided further, however, that if a dispute involving a position on a Tax Return cannot be resolved pursuant to those provisions prior to the due date (including extensions) for any the filing of such Tax Return, and the Buyers shall have the right to review and comment on such UK CT Returns or Australian Tax Return Returns, as applicable, within fifteen (15) days of receipt. The Seller Parties and the Buyers shall be timely filed with IHM’s position reflected and, following the resolution of such dispute, such Tax Return shall be amended attempt to the extent necessary to reflect the resolution of such dispute. Any resolve in good faith any disputes with respect to any such UK CT Returns or Australian Tax Return or portion thereofReturns, as applicable. If the parties are unable to resolve a dispute within a five (5)-day period, the parties shall submit such dispute to the Independent Accountant, with such resolution being final and binding on the parties. The cost of such Independent Accountant shall be subject to Section 3.3 borne by the Buyers and Section 4.4. (c) Except the Seller Parties in the same manner as set forth in, and without duplication of any payments made under, the Transition Services Agreement, CCOH or, after the CCOH Merger, CCH shall reimburse IHM for an allocable portion of its expenses incurred in preparing and filing any Tax Returns described in Section 2.2(a) on behalf of any Outdoor Group Member, as such allocation is reasonably agreed to by IHM and CCOH or, after the CCOH Merger, CCH. (d) Unless otherwise required by law, the IHM Group Members and Outdoor Group Members, as applicable, shall file the appropriate information and statements, as required by Treasury Regulations Section and 1.368-3, with the IRS with respect to the CCOH Merger, and shall retain the appropriate information relating to the CCOH Merger as described in Treasury Regulations Section 1.368-3(d2.3(c).

Tax Return Preparation. (a) Subject to Section 2.2(b), (i) IHM Seller shall prepare include the income of the Company (including any deferred items triggered into income by Treasury Regulation section 1.1502-13 and any excess loss account taken into income under Treasury Regulation section 1.1502-19) on Seller’s consolidated U.S. federal income Tax Return and any applicable state unitary, combined or consolidated Tax Returns for all taxable periods through the end of the Closing Date and shall pay any U.S. federal and state income Taxes attributable to such income (“Seller Group Income Taxes”). Any deductions for payments of Company Transaction Expenses shall be allocated to Seller’s consolidated U.S. federal Tax Return in accordance with Treasury Regulation Section 1.1502-76(b)(1). The income of the Company shall be apportioned to the period up to and including the Closing Date and the period after the Closing Date by closing the books of the Company as of the end of the Closing Date, and Seller shall indemnify and hold harmless Holdings, Newco, Buyer, the Company and the Company’s Subsidiaries for any Seller Group Income Taxes and for the reasonable out-of-pocket costs and expenses, including reasonable professional fees and disbursements, of asserting its rights with respect to such Seller Group Income Taxes under this Section 6.4(a)(i). (ii) The Company shall (and Seller shall cause the Company to) prepare, or cause to be prepared, and file, or cause to be prepared and filed, on a timely basis all Tax Returns of the Company and its Subsidiaries that are required under applicable law due with respect to be filed bya Pre-Closing Tax Period (other than Tax Returns described in Section 6.4(a)(i)) and shall pay all Taxes shown as due with respect to such Tax Returns. Seller shall indemnify and hold harmless Holdings, Newco, Buyer, the Company and the Company’s Subsidiaries for any Pre-Closing Taxes and for the reasonable out-of-pocket costs and expenses, including reasonable professional fees and disbursements, with respect to or on behalf of any Outdoor Group Member Pre-Closing Taxes, except for Taxes specifically taken into account in Company Net Working Capital as finally determined. (whether or not such Outdoor Group Member files a Tax Return on a consolidated, combined or unitary basis with any IHM Group Memberiii) on or before The Company shall (and Holdings shall cause the date of the CCH Distribution and which IHM has prepared and filedCompany to) prepare, or caused cause to be prepared and filed with respect to or on behalf of any Outdoor Group Member pursuant to the most recent past practice of IHMprepared, and (ii) IHM shall prepare and file, or cause to be prepared and filed, any Tax Return which IHM determines shall be filed on a consolidated, combined or unitary timely basis with any Outdoor Group Member, for any Taxable Period beginning before a Deconsolidation Event applicable to the all Tax that is the subject matter Returns of the relevant Company and its Subsidiaries that are due after the Closing Date and that include a Pre-Closing Tax Return. Period (b) With respect to the other than Tax Returns prepared by IHM pursuant to Section 2.2(a), CCOH or, after the CCOH Merger, CCH shall be entitled to review (idescribed in Sections 6.4(a)(i) any income Tax Returns which relate solely to the Outdoor Group and (ii)). All such Tax Returns shall be prepared in a manner consistent with past practice of the Company and its Subsidiaries unless otherwise required by applicable Law. The Company shall (and Holdings shall cause the Company to) any Tax Returns, or portions thereof, which relate to (x) Taxes for which an Outdoor Group Member may be liable under applicable law or (y) Taxes or Tax Items in respect provide Seller with a draft copy of which any Outdoor Group Member is entitled to any rights or benefits, or has any obligations, under this Agreement. IHM shall provide each such Tax Return or portions thereof, as applicable, to CCOH or, after the CCOH Merger, CCH at least thirty twenty (3020) days prior to the due date for filing of such Tax Return for its review and comment and, with respect to each such Tax Return, shall make such changes that are reasonably requested by Seller and shall not file such Tax Return without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. The Company shall (including extensionsand Holdings shall cause the Company to) timely pay all Taxes shown as due with respect to Tax Returns filed pursuant to this Section 6.4(a)(iii). CCOH or CCH Within ten (10) Business Days of Seller’s receipt of written notice that the Company intends to file any such Tax Return, Seller shall provide comments as soon as practicable pay to the Company an amount equal to any Tax liabilities with respect to such Tax Returns or portions thereofthat are Pre-Closing Taxes that were unpaid as of the Closing Date, and, either (i) IHM shall reflect such comments on except to the extent such Tax Returnsliabilities were specifically included in Company Net Working Capital as finally determined. Within fifteen (15) days of filing any Tax Return that includes a Pre-Closing Tax Period, the Company and/or Holdings shall pay to Seller the amount, if any, by which any amount paid (or deemed to have been paid) as of the Closing in respect of such Tax Return exceeds the liability of the Company for any Pre-Closing Taxes with respect to such Tax Return. For the avoidance of doubt, Pre-Closing Taxes shall be considered to be paid as of the Closing Date to the extent the Company or any of its Subsidiaries has made estimated or similar Tax payments or has otherwise pre-paid any Taxes, including by applying any entitlement to a refund of, or credit for, Taxes against any current or future Tax liability. (iiiv) Holdings and the consent Company shall prepare, or cause to be prepared, and file, or cause to be filed, on a timely basis all Tax Returns of CCOH or, the Company Professional Associations that are due after the CCOH Merger, CCH, not to be unreasonably withheld or delayed, shall be required, in each case before Closing Date. All such Tax Returns are filed that include a Pre-Closing Tax Period shall be prepared in a manner consistent with past practice of the Company and each such Company Professional Association unless otherwise required by applicable Law. (v) Except to the extent required pursuant to a final determination by a Taxing Authority, providedneither the Company nor any of its Subsidiaries shall (and Holdings shall cause the Company and its Subsidiaries not to) amend any Tax Return with respect to a Pre-Closing Tax Period without the prior written consent of Seller, however, that IHM which consent shall not be required to reflect the comments of CCOH orunreasonably withheld, after the CCOH Merger, CCH conditioned or obtain the consent of CCOH or, after the CCOH Merger, CCH with respect to any matter reflected on such Tax Return which is not reasonably expected to affect any Taxes or Tax Items in respect of which any Outdoor Group Member is entitled to any rights or benefits, or has any obligations, under this Agreement, provided further, however, that if a dispute involving a position on a Tax Return cannot be resolved pursuant to those provisions prior to the due date (including extensions) for any such Tax Return, the Tax Return shall be timely filed with IHM’s position reflected and, following the resolution of such dispute, such Tax Return shall be amended to the extent necessary to reflect the resolution of such dispute. Any disputes with respect to any such Tax Return or portion thereof, as applicable, shall be subject to Section 3.3 and Section 4.4delayed. (c) Except as set forth in, and without duplication of any payments made under, the Transition Services Agreement, CCOH or, after the CCOH Merger, CCH shall reimburse IHM for an allocable portion of its expenses incurred in preparing and filing any Tax Returns described in Section 2.2(a) on behalf of any Outdoor Group Member, as such allocation is reasonably agreed to by IHM and CCOH or, after the CCOH Merger, CCH. (d) Unless otherwise required by law, the IHM Group Members and Outdoor Group Members, as applicable, shall file the appropriate information and statements, as required by Treasury Regulations Section and 1.368-3, with the IRS with respect to the CCOH Merger, and shall retain the appropriate information relating to the CCOH Merger as described in Treasury Regulations Section 1.368-3(d).

Tax Return Preparation. (a) Subject to Section 2.2(b), (i) IHM Buyer shall prepare and file, or cause to be prepared and filed, file (A) all Tax Returns related to the Transferred Real Property and (B) all Tax Returns of the Company that are required under applicable law to be filed byafter the Closing Date, with respect in each case, that relate to or on behalf of any Outdoor Group Member (whether or not such Outdoor Group Member files a Tax Return on a consolidated, combined or unitary basis with any IHM Group Member) period ending on or before the date of the CCH Distribution and which IHM has prepared and filedClosing Date or any Straddle Period. Buyer shall prepare such Tax Returns in a manner consistent with past practices (unless otherwise required by Applicable Law) and, or caused to be prepared and filed with respect to or on behalf of any Outdoor Group Member pursuant to the most recent past practice extent applicable, the conventions provided in Section 6.17(c). Buyer shall send the Seller Representative a copy of IHM, and each such (iiA) IHM shall prepare and file, or cause to be prepared and filed, any Income Tax Return which IHM determines shall be filed on a consolidated, combined or unitary basis (together with any Outdoor Group Member, such schedules and supporting work papers as the Seller Representative may reasonably request) for any Taxable Period beginning before a Deconsolidation Event applicable to the Tax that is the subject matter of the relevant Tax Return. (b) With respect to the Tax Returns prepared by IHM pursuant to Section 2.2(a), CCOH or, after the CCOH Merger, CCH shall be entitled to its review (i) any income Tax Returns which relate solely to the Outdoor Group and (ii) any Tax Returns, or portions thereof, which relate to (x) Taxes for which an Outdoor Group Member may be liable under applicable law or (y) Taxes or Tax Items in respect of which any Outdoor Group Member is entitled to any rights or benefits, or has any obligations, under this Agreement. IHM shall provide each such Tax Return or portions thereof, as applicable, to CCOH or, after the CCOH Merger, CCH comment at least thirty (30) 20 days prior to the due date for filing of such Tax Return and (including extensions). CCOH or CCH shall provide comments B) other Tax Return for its review and comment as soon as practicable with respect to such Tax Returns or portions thereof, and, either (i) IHM shall reflect such comments on such Tax Returns, or (ii) the consent of CCOH or, after the CCOH Merger, CCH, not to be unreasonably withheld or delayed, shall be required, in each case before such Tax Returns are filed with the applicable Taxing Authority, provided, however, that IHM shall not be required to reflect the comments of CCOH or, after the CCOH Merger, CCH or obtain the consent of CCOH or, after the CCOH Merger, CCH with respect to any matter reflected on such Tax Return which is not reasonably expected to affect any Taxes or Tax Items in respect of which any Outdoor Group Member is entitled to any rights or benefits, or has any obligations, under this Agreement, provided further, however, that if a dispute involving a position on a Tax Return cannot be resolved pursuant to those provisions prior to the due date (including extensions) for any of such Tax Return, . Buyer and the Tax Return Seller Representative shall be timely filed with IHM’s position reflected and, following cooperate in good faith to resolve any reasonable comments provided by the resolution Seller Representative to Buyer at least 10 days prior to the due date of such dispute, such Income Tax Return Return. Buyer shall be amended to consider in good faith the extent necessary to reflect the resolution of such dispute. Any disputes Seller Representative’s comments with respect to any other Tax Returns prepared by Buyer pursuant to this Section 6.17(b)(i). Except to the extent taken into account in the calculation of Closing Date Indebtedness and resulting in an adjustment to the Purchase Price, as adjusted and finally determined pursuant to Section 1.7, the Seller Representative, on behalf of the Sellers, shall pay to Buyer Sellers’ allocable share of any Taxes for a Pre-Closing Tax Period shown on such Tax Returns no later than five days before the due date for the Tax Return or portion thereof, as applicable, shall be subject to Section 3.3 and Section 4.4for such Taxes. (cii) Except as set forth in, and without duplication of any payments made under, the Transition Services Agreement, CCOH or, after the CCOH Merger, CCH shall reimburse IHM for an allocable portion of its expenses incurred in preparing and filing any Tax Returns described in Section 2.2(a) on behalf of any Outdoor Group Member, as such allocation is reasonably agreed to by IHM and CCOH or, after the CCOH Merger, CCH. (d) Unless otherwise required by lawApplicable Law, the IHM Group Members and Outdoor Group Members, as applicable, Buyer shall file the appropriate information and statements, as required by Treasury Regulations Section and 1.368-3, with the IRS with respect to the CCOH Mergernot, and shall retain not cause or permit the appropriate information relating Company to (A) amend a Tax Return of the CCOH Merger as described Company for a Pre-Closing Tax Period; (B) other than in Treasury Regulations accordance with Section 1.3686.17(c), make or revoke an election on any Tax Return filed after the Closing Date that adversely affects the Taxes or Tax Returns of the Company for a Pre-3(d)Closing Tax Period or (C) enter into (or pursue) any voluntary disclosure agreement with any Governmental Entity that relates solely to Taxes or Tax Returns of the Company for any taxable period that ends on or before the Closing Date, in each case, if such action would be reasonably likely to increase any Tax Liability for the Sellers (including Taxes for which the Sellers are obligated to indemnity a Buyer Indemnified Party pursuant to this Agreement) without the prior written consent of the Seller Representative, such consent not to be unreasonably withheld, conditioned or delayed.

Tax Return Preparation. The Parties hereby agree that BridgeBio shall have the exclusive right, in its sole discretion, with respect to any Tax Return described in Section 3.2, to determine: (a) Subject to Section 2.2(b), (i) IHM the manner in which such Tax Return shall prepare and file, or cause to be prepared and filed, all Tax Returns that are required under applicable law including, but not limited to, the elections, method of accounting, positions, conventions, and principles of taxation to be filed by, with respect to or on behalf of any Outdoor Group Member (whether or not such Outdoor Group Member files a Tax Return on a consolidated, combined or unitary basis with any IHM Group Member) on or before used and the date of the CCH Distribution and manner in which IHM has prepared and filed, or caused to be prepared and filed with respect to or on behalf of any Outdoor Group Member pursuant to the most recent past practice of IHM, and (ii) IHM shall prepare and file, or cause to be prepared and filed, any Tax Return which IHM determines Item shall be filed on a consolidated, combined or unitary basis with any Outdoor Group Member, for any Taxable Period beginning before a Deconsolidation Event applicable to the Tax that is the subject matter of the relevant Tax Return.reported; (b) With whether any extensions shall be requested; (c) whether any amended Tax Return shall be filed; (d) whether any claims for refund shall be made; (e) whether any refunds shall be paid by way of a refund or credited against any liability for the related Tax; and (f) whether to retain outside Parties to prepare and or review any such Tax Return; provided, however, that BridgeBio shall consult with [SUBSIDIARY] prior to changing any method of accounting if such action would solely impact [SUBSIDIARY] or [SUBSIDIARY] Affiliates. In the case of any Consolidated Return or Combined Return with respect to the a Straddle IPO Period or a Post-IPO Period that results in a [SUBSIDIARY] Separate Federal Tax Returns prepared by IHM pursuant to Section 2.2(aLiability or a [SUBSIDIARY] Separate Other Tax Liability in excess of one hundred thousand dollars ($100,000), CCOH or, after the CCOH Merger, CCH shall be entitled to review (i) any income Tax Returns which relate solely to the Outdoor Group and (ii) any Tax Returns, or portions thereof, which relate to (x) Taxes for which an Outdoor Group Member may be liable under applicable law or (y) Taxes or Tax Items in respect of which any Outdoor Group Member is entitled to any rights or benefits, or has any obligations, under this Agreement. IHM BridgeBio shall provide each to [SUBSIDIARY] a pro forma draft of the portion of such Tax Return that relates to the [SUBSIDIARY] Separate Federal Tax Liability or portions [SUBSIDIARY] Separate Other Tax Liability, as the case may be, and a statement showing in reasonable detail BridgeBio’s calculation of the [SUBSIDIARY] Separate Federal Tax Liability or [SUBSIDIARY] Separate Other Tax Liability (including copies of all worksheets and other materials used in preparation thereof), as applicable, to CCOH or, after the CCOH Merger, CCH at least thirty twenty-one (3021) days prior to the due date (taking into account any applicable extensions) for the filing of such Tax Return (including extensions)for [SUBSIDIARY]’s review and comment. CCOH or CCH [SUBSIDIARY] shall provide its comments as soon as practicable with respect to such Tax Returns or portions thereof, and, either BridgeBio at least ten (i10) IHM shall reflect such comments on such Tax Returns, or (ii) the consent of CCOH or, after the CCOH Merger, CCH, not to be unreasonably withheld or delayed, shall be required, in each case before such Tax Returns are filed with the applicable Taxing Authority, provided, however, that IHM shall not be required to reflect the comments of CCOH or, after the CCOH Merger, CCH or obtain the consent of CCOH or, after the CCOH Merger, CCH with respect to any matter reflected on such Tax Return which is not reasonably expected to affect any Taxes or Tax Items in respect of which any Outdoor Group Member is entitled to any rights or benefits, or has any obligations, under this Agreement, provided further, however, that if a dispute involving a position on a Tax Return cannot be resolved pursuant to those provisions days prior to the due date (including taking into account any applicable extensions) for any the filing of such Tax Return, . In the case of a dispute regarding the reporting of any Tax Return shall be timely filed with IHM’s position reflected and, following the resolution of such dispute, such Tax Return shall be amended to the extent necessary to reflect the resolution of such dispute. Any disputes with respect to any Item on such Tax Return or portion thereofthe requesting of a change of method of accounting which would solely impact [SUBSIDIARY] or [SUBSIDIARY] Affiliates, as applicablewhich the Parties cannot resolve, BridgeBio and [SUBSIDIARY] shall jointly retain a nationally recognized accounting firm that is mutually agreed upon by BridgeBio and [SUBSIDIARY] (the “Independent Accountant”) to determine whether the proposed reporting of BridgeBio or [SUBSIDIARY] is more appropriate. If BridgeBio and [SUBSIDIARY] are unable to agree, the Independent Accountant shall be subject to Section 3.3 BDO USA, LLP. The relevant Tax Item shall be reported in the manner that the Independent Accountant determines is more appropriate, and Section 4.4. such determination shall be final and binding on BridgeBio and [SUBSIDIARY]. If [SUBSIDIARY] has not provided its comments on the pro forma draft of the portion of the Tax Return, or in the case of a dispute regarding the reporting of any Tax Item, such dispute has not been resolved by the due date (ctaking into account any applicable extensions) Except for the filing of any Tax Return, BridgeBio shall file such Tax Return reporting all Tax Items in the manner as originally set forth inon the pro forma draft of the portion of the Tax Return provided to [SUBSIDIARY]; provided, however, that BridgeBio agrees that it will thereafter file an amended Tax Return, if necessary, reporting any disputed Tax Item in the manner determined by the Independent Accountant, and without duplication of any payments made under, the Transition Services Agreement, CCOH or, after the CCOH Merger, CCH shall reimburse IHM for an allocable portion of its other Tax Item as agreed upon by BridgeBio and [SUBSIDIARY]. The fees and expenses incurred in preparing retaining the Independent Accountant shall be borne equally by BridgeBio and filing any [SUBSIDIARY], except that if the Independent Accountant determines that the proposed reporting of the disputed Tax Returns described in Section 2.2(aItem(s) on behalf of any Outdoor Group Member, as such allocation is reasonably agreed to by IHM and CCOH or, after the CCOH Merger, CCH. (d) Unless otherwise required by law, the IHM Group Members and Outdoor Group Members, as applicable, shall file the appropriate information and statements, as required by Treasury Regulations Section and 1.368-3, with the IRS with respect submitted to the CCOH MergerIndependent Accountant for its determination by a Party is frivolous, has not been asserted in good faith or for which there is not “substantial authority”, one hundred percent (100%) of the fees and expenses of the Independent Accountant shall retain the appropriate information relating to the CCOH Merger as described in Treasury Regulations Section 1.368-3(d)be borne by such Party.

Tax Return Preparation. (ai) Subject to the remainder of this Section 2.2(b6.16(a)(i), (i) IHM the NewCo General Partner shall prepare and file, timely file or cause to be prepared and filedtimely filed (in each case, taking into account applicable extensions) all Tax Returns of each Fund that are required under applicable law to be filed byafter the Closing Date, with respect including Tax Returns that pertain to or on behalf of any Outdoor Group Member (whether or not such Outdoor Group Member files a Tax Return on a consolidatedStraddle Period. Notwithstanding the prior sentence, combined or unitary basis with any IHM Group Member) on or before the date of the CCH Distribution and which IHM has prepared and filed, or caused to be prepared and filed with respect to or on behalf of any Outdoor Group Member pursuant to the most recent past practice of IHM, and (ii) IHM Current Investment Advisor shall prepare and file, timely file or cause to be prepared and filedtimely filed (in each case, any taking into account applicable extensions) all Tax Return which IHM determines shall Returns of each Fund that are required to be filed on a consolidated, combined or unitary basis with any Outdoor Group Member, after the Closing Date for any Taxable Period beginning period that ends on or before a Deconsolidation Event applicable to the Tax that is the subject matter of the relevant Tax Return. (b) Closing Date. With respect to the Tax Returns prepared by IHM pursuant to Section 2.2(a), CCOH or, after the CCOH Merger, CCH shall be entitled to review (i) any income Tax Returns which relate solely to the Outdoor Group and (ii) any Tax Returns, or portions thereof, which relate to (x) Taxes for which an Outdoor Group Member may be liable under applicable law or any Tax Return that pertains to a Straddle Period, the NewCo General Partner (in such capacity, the "Tax Preparing Party") shall provide the Transferors (in such capacity, the "Tax Reviewing Party"), and (y) Taxes any Tax Return described in the preceding sentence for any period that ends on or before the Closing Date, the Current NY2;\1997443\01\16T8J01 !.DOC\58399.0003 25 Investment Advisor (in such capacity, the "Tax Items in respect of which any Outdoor Group Member is entitled to any rights or benefits, or has any obligations, under this Agreement. IHM Preparing Party") shall provide the Transferees (in such capacity, the "Tax Reviewing Party"), in each case with a draft of such Tax Return or portions thereof, as applicable, to CCOH or, after the CCOH Merger, CCH at least thirty (30) days prior to the due date for filing such Tax Return (including taking into account applicable extensions), which draft shall be completed in a manner consistent with the past practices of the applicable entity, except as otherwise required by applicable Law or as otherwise agreed to by the Tax Preparing Party and the Tax Reviewing Party. CCOH or CCH Within ten (10) days of delivery of such draft Tax Return to the Tax Reviewing Party, the Tax Reviewing Party shall provide comments as soon as practicable with respect notify the Tax Preparing Party of any objections the Tax Reviewing Party has to such draft Tax Returns Return (provided, that such objections shall be limited to items that could reasonably be expected to affect adversely any of the Transferees or portions thereofthe Transferors), andand if the Tax Reviewing Party has no such objections (or fails to timely notify the Tax Preparing Party of such objections), either then the Tax Preparing Party shall timely file or cause to be timely filed such Tax Return (taking into account applicable extensions) completed on the basis of the draft provided to the Tax Reviewing Party. If the Tax Reviewing Party timely notifies the Tax Preparing Party of the Tax Reviewing Party's objection(s) to such draft Tax Return, then the Tax Reviewing Party and the Tax Preparing Party shall negotiate in good faith to resolve such objection(s). If the Tax Reviewing Party and the Tax Preparing Party are able to resolve such objection(s) more than fifteen (15) days prior to the filing deadline for such Tax Return (taking into account applicable extensions), then the Tax Preparing Party shall timely file or cause to be timely filed such Tax Return (taking into account applicable extensions) on the basis agreed to by the Tax Reviewing Party and the Tax Preparing Party. If, despite such good faith efforts, the Tax Reviewing Party and the Tax Preparing Party are unable to resolve such objection(s) within such period of time, then the matter shall be submitted to a nationally-recognized independent accounting firm acceptable to the Tax Reviewing Party and the Tax Preparing Party for review and resolution by such accounting firm, which review and resolution shall (i) IHM shall reflect such comments on occur no later than five (5) days prior to the filing deadline for such Tax ReturnsReturn (taking into account applicable extensions), or and (ii) be limited to the consent basis of CCOH orthe Tax Reviewing Party's objection(s); and, after thereafter, the CCOH Merger, CCH, not Tax Preparing Party shall timely file or cause to be unreasonably withheld or delayed, shall be required, in each case before such Tax Returns are timely filed with the applicable Taxing Authority, provided, however, that IHM shall not be required to reflect the comments of CCOH or, after the CCOH Merger, CCH or obtain the consent of CCOH or, after the CCOH Merger, CCH with respect to any matter reflected on such Tax Return which is not reasonably expected to affect any Taxes or Tax Items in respect (taking into account applicable extensions) on the basis of which any Outdoor Group Member is entitled to any rights or benefits, or has any obligations, under this Agreement, the draft provided further, however, that if a dispute involving a position on a Tax Return cannot be resolved pursuant to those provisions prior to the due date (including extensions) for any Tax Reviewing Party, as modified to reflect such Tax Return, accounting firm's resolution of the Tax Return Reviewing Party's objeetion(s) thereto. The fees and expenses of such accounting firm shall be timely filed with IHM’s position reflected and, following paid one-half by the resolution of such dispute, such Tax Return shall be amended to Transferees and one-half by the extent necessary to reflect the resolution of such dispute. Any disputes with respect to any such Tax Return or portion thereof, as applicable, shall be subject to Section 3.3 and Section 4.4Current Investment Advisor. (c) Except as set forth in, and without duplication of any payments made under, the Transition Services Agreement, CCOH or, after the CCOH Merger, CCH shall reimburse IHM for an allocable portion of its expenses incurred in preparing and filing any Tax Returns described in Section 2.2(a) on behalf of any Outdoor Group Member, as such allocation is reasonably agreed to by IHM and CCOH or, after the CCOH Merger, CCH. (dii) Unless otherwise required by lawapplicable Law, neither the NewCo General Partner, the IHM Group Members and Outdoor Group MembersCurrent Investment Advisor, as applicablenor any of their Affiliates (including in the case of the NewCo General Partner after the Closing, shall the Funds) shall, without the prior written consent of the Transferors (in the case of an amendment by the NewCo General Partner) or the Transferees (in the case of an amendment by the Current Investment Advisor) (in each case such consent not to be unreasonably conditioned or withheld), make or change any election of, affecting, or with respeet to any Tax Return of a Fund filed on or before the Closing Date or that is required to be filed after the Closing Date for any period that ends on or before the Closing Date or that pertains to a Straddle Period, or amend or re-file the appropriate information and statements, as required by Treasury Regulations Section and 1.368-3, with the IRS with respect to the CCOH Merger, and shall retain the appropriate information relating to the CCOH Merger as described in Treasury Regulations Section 1.368-3(d)such Tax Return.