Common use of Assistance and Cooperation Clause in Contracts

Assistance and Cooperation. Indirect Parent, Second Intermediary -------------------------- Parent, First Intermediary Parent and Parent as one party and Purchaser as the other (and their respective Affiliates) shall at their own expense: (a) assist the other party in preparing any Returns which such other party is responsible for preparing and filing in accordance with this Article VIII; (b) cooperate fully in preparing for any audits of, or disputes with Taxing authorities regarding, any Returns relating to the Company; (c) make available to the other and to any Taxing authority as reasonably requested all information, records, and documents relating to Taxes concerning the Company; (d) make available to the other and to any Taxing authority as reasonably requested employees and independent auditors to provide explanations and additional information relating to Taxes concerning the Company; (e) provide timely notice to the other in writing of any pending or threatened Tax audits, assessments or Tax Proceedings with respect to the Company for taxable periods for which the other may have a liability under this Article VIII; (f) furnish the other with copies of all correspondence received from any Taxing authority in connection with any Tax audit or Tax Proceedings with respect to any taxable period for which the other may have a liability under this Article VIII; and (g) retain any books and records that could reasonably be expected to be necessary or useful in connection with Purchaser's or Parent's preparation, as the case may be, of any Return, or for any audit, examination, or Proceeding relating to Taxes. Such books and records shall be retained until the expiration of the applicable statute of limitations (including extensions thereof to the extent the party has been notified thereof); provided, however, that in the event of an -41- audit, examination, investigation or Proceeding has been instituted prior to the expiration of the applicable statute of limitations (or in the event of any claim under this Agreement), the books and records shall be retained until there is a final determination thereof (and the time for any appeal has expired).

Assistance and Cooperation. Indirect ParentAfter the Closing Date, Second Intermediary -------------------------- Parent, First Intermediary Parent and Parent as one party each of Seller and Purchaser as the other (and their respective Affiliates) shall at their own expenseshall: (a) assist Assist the other party in preparing any Tax Returns which such other party is responsible for preparing and filing in accordance with this Article VIII8; (b) cooperate Cooperate fully in preparing for any audits of, or disputes with Taxing authorities regarding, any Tax Returns relating with respect to the CompanyAssets or income therefrom, the Liabilities or payments in respect thereof, or the operation of the Branches; (c) make Make available to the other and to any Taxing authority as reasonably requested all relevant information, records, and documents relating to Taxes concerning with respect to the CompanyAssets or income therefrom, the Liabilities or payments in respect thereof, or the operation of the Branches; (d) make available to the other and to any Taxing authority as reasonably requested employees and independent auditors to provide explanations and additional information relating to Taxes concerning the Company; (e) provide Provide timely notice to the other in writing of any pending or threatened proposed Tax audits, assessments or Tax Proceedings with respect to the Company for taxable periods for which the other may have a liability under this Article VIII; audits (f) furnish the other with copies of all relevant correspondence received from any Taxing authority in connection with any Tax audit or Tax Proceedings information request) or assessments with respect to any taxable period the Assets or the income therefrom, the Liabilities or payments in respect thereof, or the operation of the Branches for Taxable periods for which the other may have a liability under this Article VIII8; (e) Furnish the other with copies of all relevant correspondence received from any Taxing authority in connection with any Tax audit or information request with respect to any Taxable period referred to in subsection (d) above; and (gf) retain any books and records that could reasonably be expected to be necessary The party requesting assistance or useful cooperation shall bear the other party’s out-of-pocket expenses in connection complying with Purchaser's or Parent's preparation, as the case may be, of any Return, or for any audit, examination, or Proceeding relating to Taxes. Such books and records shall be retained until the expiration of the applicable statute of limitations (including extensions thereof such request to the extent the that those expenses are attributable to fees and other costs of unaffiliated third-party has been notified thereof)service providers; provided, however, that in the event of an -41- audit, examination, investigation or Proceeding has been instituted such other party shall obtain a quotation from any such third-party service providers prior to engagement and obtain approval thereof from the expiration of the applicable statute of limitations (or in the event of any claim under this Agreement), the books and records shall be retained until there is a final determination thereof (and the time for any appeal has expired)party requesting assistance.

Assistance and Cooperation. Indirect ParentSeller, Second Intermediary -------------------------- ParentCFC and Conseco, First Intermediary Parent on the one hand, and Parent as one party and Purchaser as Buyer, on the other (and their respective Affiliates) hand, shall at their own expenseafter the Closing Date: (ai) assist Assist (and cause their respective Affiliates to assist) the other party in preparing any Tax Returns which such other party is responsible for preparing and filing in accordance with this Article VIIISection 7 including any returns or forms required pursuant to Section 7(e); provided, however, that either party may withhold, or excise portions of, confidential records, documents or information if it is necessary to do so to reasonably protect the confidentiality thereof; (bii) cooperate Cooperate fully in preparing for any audits of, or disputes with Taxing taxing authorities regarding, any Tax Returns relating with respect to the CompanyAcquired Assets or income therefrom or the Assumed Liabilities or payments in respect thereof; (ciii) make Make available to the other and to any Taxing taxing authority as is reasonably requested all relevant information, records, and documents relating to Taxes concerning with respect to the CompanyAcquired Assets or income therefrom or the Assumed Liabilities or payments in respect thereof; (div) make available to the other and to any Taxing authority as reasonably requested employees and independent auditors to provide explanations and additional information relating to Taxes concerning the Company; (e) provide Provide timely notice to the other in writing of any pending or threatened Tax audits, proposed tax audits or assessments or Tax Proceedings with respect to the Company Acquired Assets or the income therefrom, or the Assumed Liabilities or payments in respect thereof for taxable periods for which the other may have a liability under this Article VIIISection 7; (fv) furnish Furnish the other with copies of all relevant correspondence received from any Taxing taxing authority in connection with any Tax tax audit or Tax Proceedings information request with respect to any taxable period for which the other may have a liability under this Article VIIIreferred to in Subsection (iv) above; and (gvi) retain any books and records that could reasonably be expected to be necessary The party requesting assistance or useful cooperation shall bear the other party's reasonable out-of-pocket expenses in connection complying with Purchaser's or Parent's preparation, as the case may be, of any Return, or for any audit, examination, or Proceeding relating to Taxes. Such books and records shall be retained until the expiration of the applicable statute of limitations (including extensions thereof such request to the extent the that those expenses are attributable to fees and other costs of unaffiliated third-party has been notified thereof); provided, however, that in the event of an -41- audit, examination, investigation or Proceeding has been instituted prior to the expiration of the applicable statute of limitations (or in the event of any claim under this Agreement), the books and records shall be retained until there is a final determination thereof (and the time for any appeal has expired)service providers.

Assistance and Cooperation. Indirect ParentEach party, Second Intermediary -------------------------- Parentand its respective affiliates, First Intermediary Parent and Parent as one party and Purchaser as the other (and their respective Affiliates) shall at their own expenseshall: (a) assist the other party cooperate fully in preparing any Returns which such other party is responsible for preparing and filing in accordance with this Article VIII; (b) cooperate fully in any Tax Returns of or relating to the Companies and their subsidiaries and preparing for any audits of, or disputes or litigation with Taxing authorities Authorities regarding, any Returns relating to the Companysuch Tax Returns; (cb) maintain and make available to the other and to any Taxing authority Authority as reasonably requested all records, information, records, and documents relating to Taxes concerning or Tax Returns of or relating to the CompanyCompanies and their subsidiaries (including, without limitation, making available the personnel necessary to timely provide and, if necessary, answer any inquiries regarding such records, information, and documents); (d) make available to the other and to any Taxing authority as reasonably requested employees and independent auditors to provide explanations and additional information relating to Taxes concerning the Company; (ec) provide timely notice to the other party in writing of any pending or threatened Tax audits, assessments or Tax Proceedings litigation with respect to the Company Companies and their subsidiaries for any taxable periods period for which the other party may have a liability under this Article VIIIAgreement or otherwise; (fd) furnish the other party with copies of all correspondence received from any Taxing authority Authority in connection with any Tax audit or Tax Proceedings information request with respect to any taxable period for which the other may have a liability under this Article VIIIAgreement or otherwise; and (ge) retain cooperate to ascertain, prior to Closing, the number of shares of capital stock of the Purchaser that will be held by the Sellers as a group (applying the stock attribution rules of Sections 267 and 318 of the Code) immediately after the Closing. In furtherance of the foregoing, Sellers shall use their commercially reasonable efforts to assist Purchaser in obtaining from all relevant persons, prior to Closing, a certificate indicating the number of shares of capital stock of the Purchaser that will be held by such persons directly or indirectly (applying the stock attribution rules of Sections 267 and 318 of the Code) immediately after Closing. Furthermore, on the date of this Agreement, each Seller shall inform Purchaser of the number of shares of capital stock of the Purchaser held by such Seller either directly or through any books affiliate that such Seller controls. From the date of this Agreement to Closing, the Sellers shall not (and records that could reasonably be expected shall use their commercially reasonable efforts to be necessary or useful in connection with Purchaser's or Parent's preparation, as the case may be, of any Returncause their respective affiliates and beneficiaries not to) acquire either directly, or for indirectly through any auditaffiliate controlled by such Seller, examinationaffiliate or beneficiary, any (i) of the outstanding shares of capital stock of Purchaser or (ii) shares of stock in a regulated investment company under Subchapter M of the Code or other publicly-traded investment vehicle that exceed (together with shares of stock of such regulated investment company or other publicly-traded investment vehicle held by such person as of the date hereof) 0.5% of the outstanding shares of stock of such regulated investment company or other publicly-traded investment vehicle. In the event that Sellers, directly, indirectly, or Proceeding relating to Taxes. Such books and records shall be retained until the expiration by operation of the applicable statute attribution rules of limitations (including extensions thereof the Code referred to above, own shares of capital stock of the extent the party has been notified thereof); provided, however, that in the event of an -41- audit, examination, investigation or Proceeding has been instituted Purchaser prior to the expiration Closing, and Purchaser determines that such ownership could have a detrimental effect on Purchaser for Tax purposes, Sellers shall use their commercially reasonable efforts to cooperate with Purchaser to avoid such detrimental effect (which cooperation may include using their commercially reasonable efforts to dispose of shares of capital stock of the applicable statute Purchaser, or using their commercially reasonable efforts to cause their affiliates and/or their beneficiaries to dispose of limitations (or in shares of capital stock of the event of any claim under this Agreement)Purchaser, the books and records shall be retained until there is a final determination thereof (and the time for any appeal has expiredif Purchaser so requests).

Assistance and Cooperation. Indirect Parent(i) From and after the Closing, Second Intermediary -------------------------- Parentthe parties shall cooperate fully, First Intermediary Parent as and Parent as one party and Purchaser as to the extent reasonably requested by the other (and their respective Affiliates) shall at their own expense: (a) assist the other party in preparing any Returns which such other party is responsible for preparing and filing in accordance with this Article VIII; (b) cooperate fully party, in preparing for any audits of, or disputes with Taxing authorities regarding, any Tax Returns relating involving the Transferred Companies or Transferred Business and payments in respect thereof. Such cooperation shall include, upon such other party’s request, the provision of records and information reasonably relevant to the Company; (c) make Transferred Companies or Transferred Business and any related Tax Returns or Tax proceedings and making employees available to the other and to any Taxing authority as reasonably requested all information, records, and documents relating to Taxes concerning the Company; (d) make available to the other and to any Taxing authority as reasonably requested employees and independent auditors on a mutually convenient basis to provide explanations and additional information relating and explanation of any material provided hereunder; provided, however, that Seller shall have no obligation to Taxes concerning the Company; provide Buyer copies of any Consolidated Tax Returns. Each party shall (ei) provide timely notice to the other in writing of any pending or threatened Tax audits, proposed audits or assessments or Tax Proceedings with respect to the Company for taxable periods (A) Taxes for which the such other party or any of its Affiliates may have a liability under this Article VIII; Agreement or (fB) an item that could affect the Tax basis of the other party in any asset of a Transferred Company or the Transferred Business, and (ii) furnish the other with copies of all relevant correspondence received from any Taxing authority in connection with any Tax audit or Tax Proceedings information request with respect to any taxable period for which Taxes referred to in (i) above. The parties shall promptly provide each other with written notice setting forth the other may have details of any Final Determination that results in a liability under this Article VIII; and (g) retain change to the Tax basis or to the depreciable or amortizable life of any books and records that asset of a Transferred Company or the Transferred Business to the extent such adjustment could reasonably be expected to be necessary impact the Taxes of the other party. (ii) Promptly after Closing, Seller shall provide to Buyer, in a medium reasonably requested by Buyer, copies of the Fixed Asset Reports and deferred tax balances underlying the Financial Statements, in each case, updated to reflect the assets of the Transferred Companies or useful in connection Transferred Business as of the Closing. Seller shall use commercially reasonably efforts to cooperate with Purchaser's or Parent's preparationBuyer, as the case may be, of any Return, or for any audit, examination, or Proceeding relating to Taxes. Such books and records shall be retained until the expiration of the applicable statute of limitations (including extensions thereof to the extent reasonably requested by Buyer, in preparing a reconciliation of such Fixed Asset Reports to the party has been notified thereof)Financial Statements; provided, however, that in the event of an -41- audit, examination, investigation Seller shall have no obligation to provide Buyer any privileged or Proceeding has been instituted prior to the expiration of the applicable statute of limitations (proprietary information or in the event of any claim under this Agreement), the books and records shall be retained until there is a final determination thereof (and the time for any appeal has expired)analysis.

Assistance and Cooperation. Indirect ParentAfter the Closing Date, Second Intermediary -------------------------- Parent, First Intermediary each of the Parent and Parent as one party and Purchaser as the other Acquiror shall (and cause their respective Affiliates) shall at their own expense:Affiliates to): (a) assist the other party party, as may reasonably be requested, in preparing any Tax Returns which such other party is responsible for preparing and filing in accordance with this Article VIIISection 7.02; (b) cooperate fully in preparing for any audits of, or disputes with Taxing authorities Tax Authorities regarding, any Tax Returns relating to the Companyof any Company or Transferred Subsidiary; (c) make available to the other and to any Taxing authority Tax Authority as reasonably requested all information, records, and documents relating to Taxes concerning the Companyof each Company and Transferred Subsidiary; (d) make available to the other and to any Taxing authority as reasonably requested employees and independent auditors to provide explanations and additional information relating to Taxes concerning the Company; (e) provide timely notice to the other in writing of any pending or threatened Tax audits, assessments or Tax Proceedings with respect to the Company for taxable periods for which the other may have a liability under this Article VIII; (f) furnish the other with copies of all correspondence regarding a Tax Claim received from any Taxing authority Tax Authority in connection with any Tax audit or Tax Proceedings information request with respect to any taxable period for which the period; (e) timely sign and deliver such certificates or forms as may be necessary or appropriate to establish an exemption from (or otherwise reduce), or file Tax Returns or other may have a liability under this Article VIIIreports with respect to, Transfer Taxes described in Section 7.06(c); and (f) timely provide to the other powers of attorney or similar authorizations necessary to carry out the purposes of this Article VII; (g) retain any books and records that could assist the other, as may reasonably be expected to be necessary or useful requested, in connection with Purchaser's tax matters of the Parent or Parent's preparationthe Acquiror, as the case may be, or their Affiliates, in relation to the transactions contemplated hereby, including tax matters relating to U.S. federal income tax compliance (which shall, for the avoidance of doubt, include providing reasonable assistance to the Acquiror in connection with the Acquiror’s filing of any Return, or for any audit, examination, or Proceeding relating applicable Internal Revenue Service forms); and (h) otherwise cooperate with the other as may reasonably be requested with respect to legitimate matters related to Taxes. Such books If the Parent or the Acquiror makes a request to the other (including, for the avoidance of doubt, the request under Section 7.02(c)) that, in the reasonable judgment of the party receiving the request, requires the engagement of third party consultants to fulfill, the requesting party shall engage such consultants (provided they are reasonably acceptable to the other party) and records shall be retained until solely responsible for the expiration remuneration of the applicable statute of limitations (including extensions thereof to the extent the party has been notified thereof); provided, however, that in the event of an -41- audit, examination, investigation or Proceeding has been instituted prior to the expiration of the applicable statute of limitations (or in the event of any claim under this Agreement), the books and records shall be retained until there is a final determination thereof (and the time for any appeal has expired)such consultants.

Assistance and Cooperation. Indirect Parent, Second Intermediary -------------------------- Parent, First Intermediary Parent and Parent as one party and Purchaser as the other (and their respective Affiliates) shall at their own expense: (a) assist From and after the Closing Date, Purchaser and the Sellers shall, and shall cause their respective Affiliates to, provide the other party with such cooperation, documentation and information as either of them reasonably may request in preparing any Returns which such other party is responsible for connection with (a) preparing and filing in accordance with any Tax Return or claim for refund; (b) determining a liability for Taxes, an indemnity or payment obligation under this Article VIII;IX or a right to a refund of Taxes; (c) conducting any Tax Proceeding (which shall include granting any powers of attorney reasonably requested by the party entitled to control a Tax Proceeding pursuant to Section 9.5); or (d) determining an allocation of Taxes between a Pre-Closing Period and a Post-Closing Period. Such cooperation and information shall include providing copies of all relevant portions of relevant Tax Returns, together with all relevant accompanying schedules and work papers (or portions thereof), relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property and other information, which Purchaser or the Sellers may possess. Each of Purchaser and each of the Sellers shall make its employees reasonably available on a mutually convenient basis at its cost to provide an explanation of any documents or information so provided. (b) cooperate fully in preparing for any audits ofEach Party shall retain all Tax Returns, or disputes with Taxing authorities regarding, any Returns relating to the Company; (c) make available to the other schedules and to any Taxing authority as reasonably requested all information, recordswork papers, and all material records and other documents relating to Taxes concerning Tax matters, of the Company; (d) make available relevant entities for their respective Tax periods ending on or prior to the other and to any Taxing authority as reasonably requested employees and independent auditors to provide explanations and additional information relating to Taxes concerning Closing Date until the Company; later of (ex) provide timely notice to the other in writing of any pending or threatened Tax audits, assessments or Tax Proceedings with respect to the Company for taxable periods for which the other may have a liability under this Article VIII; (f) furnish the other with copies of all correspondence received from any Taxing authority in connection with any Tax audit or Tax Proceedings with respect to any taxable period for which the other may have a liability under this Article VIII; and (g) retain any books and records that could reasonably be expected to be necessary or useful in connection with Purchaser's or Parent's preparation, as the case may be, of any Return, or for any audit, examination, or Proceeding relating to Taxes. Such books and records shall be retained until the expiration of the applicable statute of limitations for the Tax periods to which the Tax Returns and other documents relate, or (including extensions thereof to y) ten (10) years following the extent the party has been notified thereof); provided, however, that in the event of an -41- audit, examination, investigation or Proceeding has been instituted prior to the expiration of the applicable statute of limitations due date (or in the event of any claim under this Agreement)without extension) for such Tax Returns. Thereafter, the books Party holding such Tax Returns or other documents may dispose of them after offering the other Parties reasonable notice and records shall be retained until there is a final determination thereof (opportunity to take possession of such Tax Returns and the time for any appeal has expired)other documents.

Assistance and Cooperation. Indirect Parent, Second Intermediary -------------------------- Parent, First Intermediary Parent and Parent as one party Sellers' Representative and Purchaser as the other (and their respective Affiliates) its Affiliates shall at their own the requesting party's expense: (a) assist the other party in preparing any Returns which such other party is responsible for preparing and filing in accordance with this Article VIII; (b) cooperate fully in preparing for any audits of, or disputes with Taxing authorities regarding, any Returns relating to the Company; (c) : make available to the other and to any Taxing authority as reasonably requested all information, records, and documents relating to Taxes concerning the Company; (d) Gentek Holdings and its Subsidiaries for Pre-Closing periods; make available to the other and to any Taxing authority as reasonably requested (during normal business hours) employees and independent auditors to provide explanations and additional information relating to Taxes concerning the Company; (e) provide timely notice to the other in writing of any pending or threatened Tax audits, assessments or Tax Proceedings with respect to the Company Gentek Holdings and its Subsidiaries for taxable periods for which the other may have a liability under this Article VIII; (f) furnish the other with copies of all correspondence received from any Taxing authority in connection with any Tax audit or Tax Proceedings with respect to any taxable period for which the other may have a liability under this Article VIIIPre-Closing Periods; and (g) and retain any books and records that could reasonably be expected to be necessary or useful in connection with PurchaserSellers' Representative's or ParentPurchaser's preparation, as the case may be, of any Tax Return, or for any audit, examination, or Proceeding proceeding relating to Taxes. Such books and records shall be retained until the expiration of the applicable statute of limitations (including extensions thereof to the extent the party has been notified thereof); provided, however, that in the event of an -41- audit, examination, investigation or Proceeding proceeding has been instituted prior to the expiration of the applicable statute of limitations (or in the event of any claim under this Agreement), the books and records shall be retained until there is a final determination thereof (and the time for any appeal has expired); provided further, however, that nothing in this Section 7.05 shall require a party to retain any books or records beyond six (6) years after the Closing Date if the Seller's Representative or Purchaser, as the case may be, has offered in writing to deliver such books and records to the other party (at the other party's expense) and the other party either declined to accept such books and records or failed to respond to such request within ninety (90) calendar days.

Assistance and Cooperation. Indirect ParentAfter the Closing Date: (i) Subject to the limitations set forth in this paragraph, Second Intermediary -------------------------- Parent, First Intermediary Parent Seller Representative and Parent as one party and Purchaser as the other (Buyers and their respective Affiliates) Affiliates shall at their own expense: (a) assist cooperate in the preparation and review of all Tax Returns of, and in the conduct of any Tax Claim with respect to, the Acquired Companies for any taxable periods for which one party could reasonably require the assistance of the other party in preparing obtaining any necessary information. Such cooperation shall include, but not be limited to, furnishing copies of appropriate notices and forms or other communications received from or sent to any Governmental Body which relate to the Acquired Companies and providing such information within such party’s possession as is reasonably determined by the requesting party to be necessary for the preparation or review of Tax Returns which such other party is responsible for preparing and filing in accordance with this Article VIII;or conduct of Tax Claims, as applicable. (bii) cooperate fully in preparing Except as required by applicable Legal Requirements, for a period the longer of four years after the Closing Date or the expiration of any audits ofapplicable statute of limitations, or disputes with Taxing authorities regarding, any Returns relating to the Company; (c) make available to the other and to any Taxing authority as reasonably requested all information, recordsBuyers shall, and documents relating to Taxes concerning shall cause the Company; (d) make available to the other Company to, retain and to any Taxing authority as reasonably requested employees and independent auditors to provide explanations and additional information relating to Taxes concerning the Company; (e) provide timely notice to the other in writing not destroy or dispose of any pending or threatened Tax auditsReturns (including supporting materials), assessments or Tax Proceedings and books and records (including computer files) with respect to the Company Taxes, of the Acquired Companies for all taxable periods for which the other may have a liability under this Article VIII; (f) furnish the other with copies of all correspondence received from any Taxing authority in connection with any Tax audit ending or Tax Proceedings with respect deemed to any taxable period for which the other may have a liability under this Article VIII; and (g) retain any books and records that could reasonably be expected to be necessary end on or useful in connection with Purchaser's or Parent's preparation, as the case may be, of any Return, or for any audit, examination, or Proceeding relating to Taxes. Such books and records shall be retained until the expiration of the applicable statute of limitations (including extensions thereof to the extent the party has been notified thereof); provided, however, that in the event of an -41- audit, examination, investigation or Proceeding has been instituted prior to the expiration Closing Date. (iii) Without limiting (i) and (ii) above, Buyers shall cause the Company, upon reasonable request of the applicable statute Seller Representative, to (A) cooperate with the Seller Representative, provided such cooperation is commercially reasonable and not otherwise unduly burdensome and does not require the expenditure of limitations incremental funds to third parties (or unless reimbursed by Sellers), and (B) provide to the Seller Representative and its Representatives reasonable access during normal working hours to the books, records and personnel of the Acquired Companies relating to the Contemplated Transactions and the operation of the Business of the Acquired Companies through the Closing Date, and the right to make copies thereof at the expense of the Seller Representative, in each case solely for the event purposes of facilitating on a timely basis (1) the preparation of Compass financial statements (including pro forma financial statements if required), and (2) the review of any claim under this Agreement), the books and records shall be retained until there is a final determination thereof (and the time for any appeal has expired)Compass audit or review work papers.

Assistance and Cooperation. Indirect Parent, Second Intermediary -------------------------- Parent, First Intermediary Parent and Parent as one party and Purchaser as the other (and their respective Affiliates) shall at their own expense: (a) assist The Securityholder Representative and Parent agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information (including access to books and records) and assistance relating to the other party in preparing Surviving Corporation and its Subsidiary as is reasonably requested for the filing of any Tax Returns which such other party is responsible for preparing and filing in accordance with this Article VIII;the preparation, prosecution, defense or conduct of any Contest. (b) The Securityholder Representative and Parent shall reasonably cooperate fully with each other in preparing for the conduct of any audits of, Contest or disputes with Taxing authorities regarding, any Returns other proceeding involving or otherwise relating to the Company;, the Surviving Corporation or its Subsidiary (or their income or assets) with respect to any Tax, and each shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this Section 7.4. Any information obtained under this Section 7.4(b) shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or in the conduct of a Contest or other Tax proceeding. (c) make available Each of Parent and the Surviving Corporation shall (i) use reasonable best efforts to properly retain and maintain the other Tax and to any Taxing authority as reasonably requested all information, records, and documents relating to Taxes concerning the Company; (d) make available to the other and to any Taxing authority as reasonably requested employees and independent auditors to provide explanations and additional information relating to Taxes concerning the Company; (e) provide timely notice to the other in writing accounting records of any pending or threatened Tax audits, assessments or Tax Proceedings with respect to the Company and its Subsidiary that relate to Pre-Closing Taxable Periods for taxable periods for which the other may have a liability under this Article VIII; (f) furnish the other with copies of all correspondence received from any Taxing authority in connection with any Tax audit or Tax Proceedings with respect to any taxable period for which the other may have a liability under this Article VIII; and (g) retain any books and records that could reasonably be expected to be necessary or useful in connection with Purchaser's or Parent's preparation, as the case may be, of any Return, or for any audit, examination, or Proceeding relating to Taxes. Such books and records shall be retained until the expiration of the applicable statute of limitations for the Taxes in question and shall hereafter provide the Securityholder Representative with written notice prior to any destruction, abandonment or disposition of all or any portions of such records, (including extensions thereof ii) transfer such records to the Securityholder Representative upon its written request prior to any such destruction, abandonment or disposition and (iii) allow the Securityholder Representative and its Affiliates and their respective agents and representatives, at times and dates reasonably and mutually acceptable to the parties, to from time to time inspect and review such records to the extent relating to the party has been notified thereof)Company, the Surviving Corporation or its Subsidiary as the Securityholder’s Representative may deem necessary or appropriate; provided, however, that in all cases, such activities are to be conducted by the event Securityholder Representative during normal business hours and at the Securityholder Representative’s sole expense provided, further, for the avoidance of an -41- auditdoubt, examinationthat Parent shall not be required to provide access to any consolidated, investigation combined, affiliated, unitary or Proceeding has been instituted prior to other Tax Return of Parent or any Subsidiary of Parent, or any Tax or accounting records related thereto. Any information obtained under this Section 7.4(c) shall be kept confidential, except as may be otherwise necessary in connection with the expiration filing of the applicable statute of limitations (Tax Returns or in the event conduct of any claim under this Agreement), the books and records shall be retained until there is a final determination thereof (and the time for any appeal has expired)Contest or other Tax proceeding.

Assistance and Cooperation. Indirect Parent, Second Intermediary -------------------------- Parent, First Intermediary Each of Parent and Parent as one party and Purchaser as the other (and their -------------------------- respective Affiliates) shall at their own expense: (a) assist the other party in preparing any Returns which such other party is responsible for preparing and filing in accordance with this Article VIII; (b) cooperate fully in preparing for any audits of, or disputes with Taxing authorities regarding, any Returns relating to the Company; (c) make available to the other and to any Taxing authority as reasonably requested all information, records, and documents relating to Taxes concerning the Company; (d) make available to the other and to any Taxing authority as reasonably requested employees and independent auditors to provide explanations and additional information relating to Taxes concerning the Company; (e) provide timely notice to the other in writing of any pending or threatened Tax audits, assessments or Tax Proceedings with respect to the Company for taxable periods for which the other may have a liability under this Article VIII; (f) furnish the other with copies of all correspondence received from any Taxing authority in connection with any Tax audit or Tax Proceedings with respect to any taxable period for which the other may have a liability under this Article VIII; and (g) retain any books and records that could reasonably be expected to be necessary or useful in connection with Purchaser's or Parent's preparation, as the case may be, of any Return, or for any audit, examination, or Proceeding relating to Taxes. Such books and records shall be retained until the expiration of the applicable statute of limitations (including extensions thereof to the extent the party has been notified thereof); provided, however, that in the event of an -41- audit, examination, investigation or Proceeding has been instituted prior to the expiration of the applicable statute of limitations (or in the event of any claim under this Agreement), the books and records shall be retained until there is a final determination thereof (and the time for any appeal has expired).

Assistance and Cooperation. Indirect Parent, Second Intermediary -------------------------- Parent, First Intermediary Parent and Parent as one party Each of the Stockholders and Purchaser as the other (and their respective Affiliates) shall shall, with respect to items (a) and (b) below, at the expense of the requesting party, otherwise at their own expense: (a) assist the other party in preparing any Returns which such other party is responsible for preparing and filing in accordance with this Article VIII; (b) cooperate fully in preparing for any audits of, or disputes with Taxing authorities regarding, any Returns relating to the Company; (c) make available to the other and to any Taxing authority as reasonably requested all information, records, and documents relating to Taxes concerning the Company; (d) make available to the other and to any Taxing authority as reasonably requested employees and independent auditors to provide explanations and additional information relating to Taxes concerning the Company; (e) provide timely notice to the other in writing of any pending or threatened Tax audits, assessments or Tax Proceedings with respect to the Company for taxable periods for which the other may have a liability under this Article VIII; (f) furnish the other with copies of all correspondence received from any Taxing authority in connection with any Tax audit or Tax Proceedings proceedings with respect to any taxable period for which the other may have a liability under this Article VIII; and (g) retain any books and records that could reasonably be expected to be necessary or useful in connection with Purchaser's or Parent's preparation, as the case may be, preparation of any Return, or for any audit, examination, or Proceeding proceeding relating to Taxes. Such books and records shall be retained until the expiration of the applicable statute of limitations (including extensions thereof to the extent the party has been notified thereof); providedPROVIDED, howeverHOWEVER, that in the event of an -41- audit, examination, investigation or Proceeding proceeding has been instituted prior to the expiration of the applicable statute of limitations (or in the event of any claim under this Agreement), the books and records shall be retained until there is a final determination thereof (and the time for any appeal has expired).

Assistance and Cooperation. Indirect ParentAfter the Closing Date, Second Intermediary each of the -------------------------- Parent, First Intermediary Parent Sellers and Parent as one party and Purchaser as the other Buyer shall (and cause their respective Affiliates) shall at their own expense:Affiliates to): (ai) assist the other party in preparing any Tax Returns which such other party is responsible for preparing and filing in accordance with paragraph (b) of this Article VIII;Section 8.2; ----------- (bii) cooperate fully in preparing for any audits of, or disputes with Taxing taxing authorities regarding, any Tax Returns relating to of the CompanyCompany or the Subsidiaries; (ciii) make available to the other and to any Taxing taxing authority as reasonably requested all information, records, and documents relating to Taxes concerning of the CompanyCompany or the Subsidiaries; (d) make available to the other and to any Taxing authority as reasonably requested employees and independent auditors to provide explanations and additional information relating to Taxes concerning the Company; (eiv) provide timely notice to the other in writing of any pending or threatened Tax audits, audits or assessments or Tax Proceedings with respect to of the Company or the Subsidiaries for taxable periods for which the other may have a liability under this Article VIII;Section ------- 8.2; --- (fv) furnish the other with copies of all correspondence received from any Taxing taxing authority in connection with any Tax audit or Tax Proceedings information request with respect to any such taxable period for which the period; (vi) timely sign and deliver such certificates or forms as may be necessary or appropriate to establish an exemption from (or otherwise reduce), or file Tax Returns or other may have a liability under reports with respect to, Taxes described in paragraph (a)(v) of this Article VIIISection 8.2 (relating to sales, ----------- transfer and similar Taxes); and (gvii) retain timely provide to the other powers of attorney or similar authorizations necessary to carry out the purposes of this Section 8.2 ----------- (including, without limitation, powers of attorney enabling the Sellers to obtain directly any books refunds attributable to taxable years or periods ending on or before the Closing Date). Prior to the Closing Date, the Sellers shall cause the Company and records that could reasonably be expected the Subsidiaries to be necessary or useful in connection with Purchaser's or Parent's preparation, as the case may be, revoke all powers of any Return, or for any audit, examination, or Proceeding attorney relating to Taxes. Such books Taxes and records at the Closing Date, the Buyer shall be retained until cause the expiration Company and the Subsidiaries to enter into a power of the applicable statute of limitations (including extensions thereof to the extent the party has been notified thereof); provided, however, that attorney substantially in the event form of an -41- auditExhibit G --------- hereto (relating to audits, examination, investigation examinations or Proceeding has been instituted prior to the expiration other proceedings in respect of the applicable statute of limitations (or in the event of any claim under this Agreement), the books and records shall be retained until there is a final determination thereof (and the time for any appeal has expiredSeller Returns).

Assistance and Cooperation. Indirect ParentAfter the Closing Date, Second Intermediary -------------------------- Parent, First Intermediary Parent and Parent as one party and (i) Purchaser as the other shall (and their respective Affiliates) shall at their own expense: (acause its Affiliates to) assist the other party Seller in preparing and filing any Tax Returns which such other party that Seller is responsible for preparing and filing in accordance with this Article VIII; Section 5.4(b)(i), (bii) Seller shall (and shall cause its Affiliates to) assist Purchaser in preparing and filing any Tax Returns that Purchaser is responsible for preparing and filing in accordance with Section 5.4(b)(ii) and (iii) Purchaser and Seller shall (and shall cause their respective Affiliates to) reasonably cooperate fully in preparing for any audits of, or disputes with Taxing authorities any Governmental Authority regarding, any Tax Returns relating to the filed by any Acquired Company; (c) make available to the other . Such assistance and to any Taxing authority as reasonably requested all informationcooperation shall include providing copies of relevant Tax Returns or portions thereof, recordstogether with accompanying schedules, related work papers and documents relating to Taxes concerning the Company; (d) make available to the rulings or other and to determinations by any Taxing authority as reasonably requested (for the avoidance of doubt, no copies of Consolidated Tax Returns shall be provided). Each party and its Affiliates shall make its employees and independent auditors available on a basis mutually convenient to both parties to provide explanations of any documents or information provided hereunder. Purchaser and additional information Seller shall each retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Taxes concerning Tax matters of the Company; (e) provide timely notice to the other in writing of any pending or threatened Tax audits, assessments or Tax Proceedings with respect to the Company Acquired Companies for taxable periods for which the other may have a liability under this Article VIII; (f) furnish the other with copies of all correspondence received from any Taxing authority in connection with any Tax audit or Tax Proceedings with respect to any taxable period for which the other may have a liability under this Article VIII; and (g) retain any books and records that could reasonably be expected to be necessary or useful in connection with Purchaser's or Parent's preparationportions thereof, as determined in accordance with Section 5.4(c)(ii)) ending on or before the case may be, Closing Date until the later of any Return, or for any audit, examination, or Proceeding relating to Taxes. Such books and records shall be retained until (i) the expiration of the applicable statute of limitations (including of the Taxable periods to which such Tax Returns and other documents relate, without regard to extensions thereof except to the extent notified in writing of such extensions for the party has been notified thereof); providedrespective Tax periods, howeveror (ii) three (3) years following the due date (without extension) for such returns. None of the Seller, that on the one hand, or Purchaser or the Acquired Companies, on the other hand, shall dispose of any such materials unless it first offers in the event of an -41- audit, examination, investigation or Proceeding has been instituted prior writing to the expiration other party the right to take possession of such materials at such other party’s sole expense and the other party fails to accept such offer within fifteen (15) Business Days of the applicable statute offer being made. Any information - #PageNum# - 703550379 obtained under this Section 5.4(d) shall be kept confidential except as may be otherwise necessary in connection with the filing of limitations (Tax Returns or claims for refund or in the event of any claim under this Agreement), the books and records shall conducting a Tax contest or as otherwise may be retained until there is a final determination thereof (and the time for any appeal has expired)required by applicable law.

Assistance and Cooperation. Indirect ParentAfter the Closing Date, Second Intermediary -------------------------- Parent, First Intermediary Parent Aon and Parent as one party and Purchaser as the other Buyer shall (and shall cause their respective Affiliates) shall at their own expense:Affiliates to): (ai) assist the other party parties in preparing any Tax Returns which such other party is responsible for preparing and filing in accordance with this Article VIIISection 8.1(b); (bii) cooperate fully in preparing for any audits of, or disputes with Taxing taxing authorities regarding, any Tax Returns relating to of the CompanyCompanies and the Subsidiaries; (ciii) make available to the other others and to any Taxing taxing authority as reasonably requested all information, records, and documents relating to Taxes concerning of the CompanyCompanies and the Subsidiaries; (d) make available to the other and to any Taxing authority as reasonably requested employees and independent auditors to provide explanations and additional information relating to Taxes concerning the Company; (eiv) provide timely notice to the other others in writing of any pending or threatened Tax audits, audits or assessments or Tax Proceedings with respect to of the Company Companies and the Subsidiaries for taxable periods for which the other may have a liability under this Article VIIISection 8.1; (fv) furnish the other others with copies of all correspondence received from any Taxing taxing authority in connection with any Tax audit or Tax Proceedings information request with respect to any such taxable period for which period; (vi) timely sign and deliver such certificates or forms as may be necessary or appropriate to establish an exemption from (or otherwise reduce), or file Tax Returns or other reports with respect to, Taxes described in Section 8.1(a)(v) (relating to sales, transfer and similar Taxes); (vii) timely provide to the other may have a liability under others powers of attorney or similar authorizations necessary to carry out the purposes of this Article VIIISection 8.1; and (gviii) retain any books all Tax Returns, schedules and records that could reasonably be expected to be necessary or useful work papers, records, and other documents in connection with Purchaser's or Parent's preparation, as the case may be, of any Return, or for any audit, examination, or Proceeding their possession relating to Taxes. Such books Tax matters of the Companies and records shall be retained Subsidiaries for each taxable period first ending after the Closing Date and for all prior taxable periods until the later of (A) the expiration of the applicable statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions, or (including extensions thereof B) six years following the due date (without extension) for such Tax Returns. Prior to disposing of any such records, notice shall be given to the extent the other party has been notified thereof); providedproviding reasonable terms allowing such other party to take, howeverat its sole expense, that in the event possession of an -41- audit, examination, investigation or Proceeding has been instituted prior to the expiration of the applicable statute of limitations (or in the event of any claim under this Agreement), the books and records shall be retained until there is a final determination thereof (and the time for any appeal has expired)such records.

Assistance and Cooperation. Indirect Parent, Second Intermediary -------------------------- Parent, First Intermediary Each of Parent and Parent as one party and Purchaser as the other (and their respective Affiliates) shall specifically covenant and agree to, at their own expense: (a) assist the other party in preparing any Returns which such other party is responsible for preparing and filing in accordance with this Article VIII; (b) cooperate fully in preparing for any audits of, or disputes with Taxing authorities regarding, any Returns relating to the Company; (c) make available to the other and to any Taxing authority as reasonably requested all information, records, and documents relating to Taxes concerning the Company; (d) make available to the other and to any Taxing authority as reasonably requested employees and independent auditors to provide explanations and additional information relating to Taxes concerning the Company; (e) provide timely notice to the other in writing of any pending or threatened Tax audits, assessments or Tax Proceedings with respect to the Company for taxable periods for which the other may have a liability under this Article VIII; (f) furnish the other with copies of all correspondence received from any Taxing authority in connection with any Tax audit or Tax Proceedings with respect to any taxable period for which the other may have a liability under this Article VIII; and (g) retain any books and records that could reasonably be expected to be necessary or useful in connection with Purchaser's or Parent's preparation, as the case may be, of any Return, or for any audit, examination, or Proceeding relating to Taxes. Such books and records shall be retained until the expiration of the applicable statute of limitations (including extensions thereof to the extent the party has been notified thereof); provided, however, that in the event of an -41- audit, examination, investigation or Proceeding has been instituted prior to the expiration of the applicable statute of limitations (or in the event of any claim under this Agreement), the books and records shall be retained until there is a final determination thereof (and the time for any appeal has expired).

Assistance and Cooperation. Indirect ParentAfter the Closing Date, Second Intermediary each of the -------------------------- Parent, First Intermediary Parent Seller and Parent as one party and Purchaser as the other Buyer shall (and shall cause their respective Affiliates) shall at their own expense:affiliates to): (ai) timely sign and deliver such certificates or forms as may be necessary or appropriate to establish an exemption from (or otherwise re- duce), or, subject to Section 4.7(f), file Tax Returns or other reports with respect to Transfer Taxes; (ii) assist the other party in preparing any Tax Returns which such other party is responsible for preparing and filing in accordance with this Article VIIISection 4.7(b); (biii) cooperate fully in preparing for any audits of, or disputes with Taxing taxing authorities regarding, any Tax Returns relating to of the Company; (civ) make available to the other and to any Taxing taxing authority as reasonably requested in connection with any Tax Return described in Section 4.7(b) or any proceeding described in Section 4.7(e), all information, records, and documents information relating to any Taxes concerning or Tax Returns of the Company; (d) make available to the other and to any Taxing authority as reasonably requested employees and independent auditors to provide explanations and additional information relating to Taxes concerning the Company; (e) provide timely notice to the other in writing of any pending or threatened Tax audits, assessments or Tax Proceedings with respect to the Company for taxable periods for which the other may have a liability under this Article VIII; (fv) furnish the other with copies of all correspondence received from any Taxing taxing authority in connection with any Tax audit or Tax Proceedings information request with respect to any such taxable period for which the other may have a liability under this Article VIIIperiod; and (gvi) retain any books and records that could reasonably be expected to be necessary or useful in connection with Purchaserthe Buyer's or Parentthe Seller's preparation, as the case may be, of any Tax Return, or for any audit, examination, or Proceeding other proceeding relating to Taxes. Such books and records shall be retained until the expiration of one (1) year after the applicable statute of limitations (including extensions thereof to the extent the party has been notified thereof); provided, however, that in the event of an -41- audit, examination, investigation or Proceeding other proceeding has been instituted prior to the expiration of the applicable statute of limitations (or in the event of any claim under this Agreement), the books and records shall be retained until there is a final determination thereof (and the time for any appeal has expired). Notwithstanding the foregoing or any other provision in this Agreement, neither the Buyer nor any of its affiliates shall have the right to receive or obtain any information relating to Taxes of the Seller, any of its affiliates, or any of its predecessors other than information relating solely to the Company.

Assistance and Cooperation. Indirect Parent(i) After the Closing, Second Intermediary -------------------------- Parent, First Intermediary Parent Buyer and Parent as one party and Purchaser as the other Seller shall (A) reasonably assist (and cause their respective AffiliatesAffiliates to reasonably assist) shall at their own expense: (a) assist the other party in preparing and filing any Tax Returns which that such other party is responsible for preparing and filing in accordance with this Article VIII; as provided above, (bB) reasonably cooperate fully in preparing for any audits of, or disputes or other proceedings with Taxing authorities regardingany Tax Authority or with respect to any matters with respect to, any Returns Taxes of or relating to the Company; Altama or any of its Subsidiaries and (cC) make available to the other party and to any Taxing authority Tax Authority as reasonably requested all information, records, and documents relating to Taxes concerning the Company; Tax matters of or relating to Altama or any of its Subsidiaries. In addition, Seller and Buyer shall make themselves (dand their respective Affiliates and employees) make available to the other and to any Taxing authority as reasonably requested employees and independent auditors available, on a mutually convenient basis, to provide explanations and additional information relating to Taxes concerning the Company; (e) provide timely notice to the other in writing of any pending documents or threatened Tax audits, assessments or Tax Proceedings with respect to the Company for taxable periods for which the other may have a liability information provided under this Article VIII; Section 8(e). Each Party shall keep any information obtained under this Section 8(e) confidential except (f1) furnish the other with copies of all correspondence received from any Taxing authority as may be necessary in connection with the filing of Tax Returns or the conduct of any Tax audit Proceeding or Tax Proceedings (2) with respect to any taxable period for which the consent of the other may have Party. Seller shall not settle any audit in a liability under this Article VIII; andmanner that would adversely affect Altama or any of its Subsidiaries after the Closing Date without the prior written consent of Buyer, which consent shall not be unreasonably withheld. (gii) Seller and Buyer will retain any books all Tax Returns, schedules and work papers and all material records that could reasonably be expected to be necessary (whether paper, electronic or useful other format) or other documents or electronic data in connection with Purchaser's its possession (or Parent's preparation, as in the case may be, possession of any Return, or for any audit, examination, or Proceeding their respective Affiliates) relating to Taxes. Such books Tax matters relevant to Altama or any of its Subsidiaries for the Pre-Closing and records shall be retained Straddle Periods until the later of (A) the expiration of the applicable statute of limitations (including extensions thereof to the extent the party has been notified thereof); provided, however, that in the event of an -41- audit, examination, investigation or Proceeding has been instituted prior to the expiration of the applicable statute taxable periods to which such Tax Returns and other documents relate, taking into account all extensions thereof, or (B) six years following the Due Date for such Tax Returns. After such time, before Seller or Buyer dispose of limitations any such documents in its possession (or in the event possession of any claim under this Agreementits respective Affiliates), the books and records other party shall be retained until there is a final determination thereof given the opportunity, after thirty (30) days prior written notice, to remove and the time for retain all or any appeal has expiredpart of such documents as such other party may select (at such other party’s expense).

Assistance and Cooperation. Indirect Parent, Second Intermediary -------------------------- Parent, First Intermediary Parent and Parent as one party Each of Seller and Purchaser as the other (and -------------------------- their respective Affiliates) shall at their own expense: (a) assist the other party in preparing any Returns which such other party is responsible for preparing and filing in accordance with this Article VIII; (b) cooperate fully in preparing for any audits of, or disputes with Taxing authorities regarding, any Returns relating to the Company; (c) make available to the other and to any Taxing authority as reasonably requested all information, records, and documents relating to Taxes concerning the Company; (d) make available to the other and to any Taxing authority as reasonably requested employees and independent auditors to provide explanations and additional information relating to Taxes concerning the Company; (e) provide timely notice to the other in writing of any pending or threatened Tax audits, assessments or Tax Proceedings with respect to the Company for taxable periods for which the other may have a liability under this Article VIII; (f) furnish the other with copies of all correspondence received from any Taxing authority in connection with any Tax audit or Tax Proceedings with respect to any taxable period for which the other may have a liability under this Article VIII; and (g) retain any books and records that could reasonably be expected to be necessary or useful in connection with Purchaser's or ParentSeller's preparation, as the case may be, of any Return, or for any audit, examination, or Proceeding relating to TaxesTax Proceeding. Such books and records shall be retained until the expiration of the applicable statute of limitations (including extensions thereof to the extent the party has been notified thereof); provided, however, that in the event of an -41- audit, examination, investigation or a Tax Proceeding has been instituted prior to the expiration of the applicable statute of limitations (or in the event of any claim under this Agreement), the books and records shall be retained until there is a final determination thereof (and the time for any appeal has expired).

Assistance and Cooperation. Indirect Parent, Second Intermediary -------------------------- Parent, First Intermediary Parent and Parent as one party and Purchaser as the other (and their respective Affiliates) shall at their own expense:64 (a) After the Closing, Purchaser and Seller shall (i) reasonably assist (and cause their respective Affiliates to reasonably assist) the other party in preparing and filing any Tax Returns which that such other party is responsible for preparing and filing in accordance with this Article VIII; preparing, (bii) reasonably cooperate fully in preparing for any audits of, or disputes or other proceedings with Taxing authorities regardingany Tax Authority or with respect to any matters with respect to, any Returns Taxes of or relating to the Company; Company or the Company Subsidiaries and (ciii) make available to the other party and to any Taxing authority Tax Authority as reasonably requested all information, records, and documents relating to Taxes concerning the Company; (d) make available Tax matters of or relating to the other Company or the Company Subsidiaries. In addition, Seller and to any Taxing authority as Purchaser shall make themselves (and their respective employees) reasonably requested employees and independent auditors available, on a mutually convenient basis, to provide explanations of any documents or information provided under this Section 7.6. Each party shall keep any information obtained under this Section 7.6 confidential except (x) as may be necessary in connection with the filing of Tax Returns or the conduct of any Tax Proceeding or (y) with the consent of the other party. (b) Seller and additional information Purchaser will retain all Tax Returns, schedules and work papers and all material records (whether paper, electronic or other format) or other documents or electronic data in its possession (or in the possession of their respective Affiliates) relating to Taxes concerning the Company; (e) provide timely notice to the other in writing of any pending or threatened Tax audits, assessments or Tax Proceedings with respect matters relevant to the Company and the Company Subsidiaries for taxable periods for which the other may have a liability under this Article VIII; Pre-Closing and Straddle Periods until the later of (fi) furnish the other with copies of all correspondence received from any Taxing authority in connection with any Tax audit or Tax Proceedings with respect to any taxable period for which the other may have a liability under this Article VIII; and (g) retain any books and records that could reasonably be expected to be necessary or useful in connection with Purchaser's or Parent's preparation, as the case may be, of any Return, or for any audit, examination, or Proceeding relating to Taxes. Such books and records shall be retained until the expiration of the applicable statute of limitations (including extensions thereof to the extent the party has been notified thereof); provided, however, that in the event of an -41- audit, examination, investigation or Proceeding has been instituted prior to the expiration of the applicable statute taxable periods to which such Tax Returns and other documents relate, taking into account all extensions thereof, or (ii) six years following the Due Date for such Tax Returns. After such time, before Seller or Purchaser dispose of limitations any such documents in its possession (or in the event possession of any claim under this Agreementits respective Affiliates), the books and records other party shall be retained until there is a final determination thereof given the opportunity, after 30 days’ prior written notice, to remove and retain all or any part of such documents as such other party may select (and the time for any appeal has expiredat such other party’s expense).

Assistance and Cooperation. Indirect ParentThe parties agree that, Second Intermediary -------------------------- Parent, First Intermediary Parent and Parent as one party and Purchaser as after the other (and their respective Affiliates) shall at their own expenseClosing Date: (aA) Each party shall assist (and cause its affiliates to assist) the other party in preparing any Tax Returns which such other party is responsible for preparing and filing in accordance with this Article VIIIfiling; (bB) The parties shall cooperate fully in preparing for any audits of, or disputes with Taxing taxing authorities regarding, any Tax Returns relating to the Companyand payments in respect thereof; (cC) The parties shall make available to the each other and to any Taxing taxing authority as reasonably requested all information, records, and documents relevant Records relating to Taxes concerning the CompanyTaxes; (dD) make available to the other and to any Taxing authority as reasonably requested employees and independent auditors to provide explanations and additional information relating to Taxes concerning the Company; (e) Each party shall provide timely notice to the other in writing of any pending or threatened Tax audits, proposed audits or assessments or Tax Proceedings with respect to the Company for taxable periods Taxes for which the other may have a liability an indemnification obligation under this Article VIIIAgreement; (fE) Each party shall furnish the other with copies of all relevant correspondence received from any Taxing taxing authority in connection with any Tax audit or Tax Proceedings information request with respect to any taxable period for which Taxes referred to in subsection (D) above; (F) Except as otherwise provided herein, the party requesting assistance or cooperation shall bear the other may have a liability under this Article VIIIparty's out-of-pocket expenses in complying with such request to the extent that those expenses are attributable to fees and other costs of unaffiliated third-party service providers; (G) Each Sale Company shall make all claims, disclaimers and elections necessary to give full effect to any matters taken into account in preparing the Closing Balance Sheet and included in any Tax Return relating in whole or in part to pre-Closing periods within the appropriate time limitations; and (gH) retain any books and records that could reasonably be expected to be necessary or useful If Seller has been informed as provided for in connection this Agreement of a dispute with Purchaser's or Parent's preparation, as the case may be, of any Return, or for any audit, examination, or Proceeding French tax authorities relating to Taxes. Such books a Tax liability for which Seller would be liable hereunder and records requests deferral of payment in the context of a tax reassessment within the meaning of Article L-277 for the Fiscal Procedure Book (Livre de Procedures Fiscales), then the setting up of guarantees referred to in said article shall be retained until borne entirely by the expiration of the applicable statute of limitations (including extensions thereof to the extent the party has been notified thereof); provided, however, that in the event of an -41- audit, examination, investigation or Proceeding has been instituted prior to the expiration of the applicable statute of limitations (or in the event of any claim under this Agreement), the books and records shall be retained until there is a final determination thereof (and the time for any appeal has expired)Seller.

Assistance and Cooperation. Indirect Parent(a) After the Closing Date, Second Intermediary -------------------------- ParentPurchaser shall become primarily responsible for (a) filing the Company’s audited financial statements for the year ended December 31, First Intermediary Parent 2008 with the SEC; and Parent as one party (b) preparing and Purchaser as filing all Tax Returns of the other Company due after the Closing Date; provided, however, that Purchaser, the Sellers and the Company shall (and shall cause their respective Affiliates) shall at their own expense: Affiliates and Representatives to): (ai) assist the other party in assembling financial information for the year ended December 31, 2008 and preparing any Tax Returns which such other party is responsible for preparing and filing in accordance with this Article VIII; related to the Company; (bii) cooperate fully in preparing for any audits of, or disputes with any Taxing authorities Authority regarding, any Tax Returns relating to of the Company; ; (ciii) make available to the other and to any Taxing authority Authority as reasonably requested all information, records, and documents relating to financial information for the year ended December 31, 2008 and Taxes concerning of the Company; ; (d) make available to the other and to any Taxing authority as reasonably requested employees and independent auditors to provide explanations and additional information relating to Taxes concerning the Company; (eiv) provide timely notice to the other in writing of any pending or threatened Tax audits, audit or assessments or Tax Proceedings with respect to of the Company for taxable periods for which the other may have a liability under this Article VIII; Agreement; and (fv) furnish the other with copies of all correspondence received from any Taxing authority Authority in connection with any Tax audit or Tax Proceedings with respect to any taxable period for which the other may have a liability under this Article VIII; and (g) retain any books and records that could reasonably be expected to be necessary or useful in connection with Purchaser's or Parent's preparation, as the case may be, of any Return, or for any audit, examination, or Proceeding relating to TaxesAgreement. Such books and records shall be retained until the expiration of the applicable statute of limitations (including extensions thereof to the extent the party has been notified thereof); provided, however, that in the event of an -41- audit, examination, investigation or Proceeding has been instituted prior to the expiration of the applicable statute of limitations (or in In the event of any claim under Tax audit with respect to the Company, the Sellers and the Company shall not negotiate and settle with the applicable Taxing Authority without the written consent of Purchaser. (b) If, as of the Closing Date, the audits of the Company’s financial statements as of and for the years ended December 31, 2006 and 2007, have not been completed by ▇▇▇▇▇ ▇▇▇▇▇▇ PLLC, and Purchaser has waived the completion of the audits as a condition to close the transactions contemplated by this Agreement), the books and records shall be retained until there is a final determination thereof (Sellers and the time for any appeal has expired)Company shall cooperate and provide Purchaser with assistance in completing the audit that is reasonably requested, and which shall include the Sellers making appropriate and commonly accepted written representations to ▇▇▇▇▇ ▇▇▇▇▇▇ PLLC to facilitate the completion of the audit.

Assistance and Cooperation. Indirect ParentAfter the Closing Date, Second Intermediary -------------------------- Parent, First Intermediary Parent each of Rohm and Parent as one party and Purchaser as the other HPI shall (and cause their respective Affiliates) shall at their own expense:Affiliates to): (a) assist the other party in preparing any Tax Returns which such other party is responsible for preparing and filing in accordance with this Article VIIISection 14.1; (b) cooperate fully in preparing for any audits of, or disputes with Taxing taxing authorities regarding, any Tax Returns relating to the Companyof Capital Partners or a Capital Partners Subsidiary; (c) make available to the other and to any Taxing taxing authority as reasonably requested all information, records, and documents relating to Taxes concerning the Companyof Capital Partners or a Capital Partners Subsidiary; (d) make available to the other and to any Taxing authority as reasonably requested employees and independent auditors to provide explanations and additional information relating to Taxes concerning the Company; (e) provide timely notice to the other in writing of any pending or threatened Tax audits, audits or assessments of Capital Partners or Tax Proceedings with respect to the Company a Capital Partners Subsidiary for taxable periods for which the other may have a liability under this Article VIIIXIV; (fe) furnish the other with copies of all correspondence received from any Taxing taxing authority in connection with any Tax audit or Tax Proceedings information request with respect to any such taxable period for which the period; (f) timely sign and deliver such certificates or forms as may be necessary or appropriate to establish an exemption from (or otherwise reduce), or file Tax Returns or other may have a liability under this Article VIII; andreports with respect to, Taxes relating to sales, transfer and similar Taxes; (g) timely provide to the other powers of attorney or similar authorizations necessary to carry out the purposes of this Article XIV; (h) retain any all books and records that could reasonably be expected with respect to be necessary Tax matters pertinent to Capital Partners or useful in connection with Purchaser's or Parent's preparation, as the case may be, of any Return, or for any audit, examination, or Proceeding a Capital Partners Subsidiary relating to Taxes. Such books and records shall be retained any taxable period beginning before the Closing Date until the expiration of the applicable statute of limitations (including extensions thereof and, to the extent notified by the other party, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority; and (i) give the other party has been notified thereof); provided, however, that in the event of an -41- audit, examination, investigation or Proceeding has been instituted reasonable written notice prior to the expiration of the applicable statute of limitations (transferring, destroying or in the event of discarding any claim under this Agreement), the such books and records shall be retained until there is a final determination thereof (and, if the other party so requests, allow the other party to take possession of such books and the time for any appeal has expired)records or obtain copies of same.

Assistance and Cooperation. Indirect Parent, Second Intermediary -------------------------- Parent, First Intermediary Parent Each of Seller and Parent as one party and Purchaser as the other Buyer (and their respective Affiliates) shall at their own expense: (a) assist the other party in preparing any Tax Returns which such other party is responsible for preparing and filing in accordance with this Article VIIIVII; (b) cooperate fully in preparing for any audits of, or disputes with Taxing authorities regarding, any Tax Returns relating to the CompanyAcquired Assets; (c) make available to the other and to any Taxing authority as reasonably requested all information, records, and documents relating to Taxes concerning the CompanyAcquired Assets; (d) make available to the other and to any Taxing authority as reasonably requested employees and independent auditors to provide explanations and additional information relating to Taxes concerning the CompanyAcquired Assets; (e) provide timely notice to the other in writing of any pending or threatened Tax audits, assessments or Tax Proceedings with respect to the Company Acquired Assets for taxable periods for which the other may have a liability under this Article VIIIVII; (f) furnish the other with copies of all correspondence received from any Taxing authority in connection with any Tax audit or Tax Proceedings with respect to any taxable period for which the other may have a liability under this Article VIIIVII; and (g) retain any books and records that could reasonably be expected to be necessary or useful in connection with PurchaserBuyer's or ParentSeller's preparation, as the case may be, of any Tax Return, or for any audit, examination, or Proceeding relating to Taxes. Such books and records shall be retained until the expiration of one (1) year after the applicable statute of limitations (including extensions thereof to the extent the party has been notified thereof); provided, however, that in the event of an -41- audit, examination, investigation or Proceeding has been instituted prior to the expiration of the applicable statute of limitations (or in the event of any claim under this Agreement), the books and records shall be retained until there is a final determination thereof (and the time for any appeal has expired).in

Assistance and Cooperation. Indirect ParentAfter the Closing Date, Second Intermediary -------------------------- Parent, First Intermediary each of Parent and Parent as one party and Purchaser as the other Buyer shall (and shall cause their respective AffiliatesAffiliates to) shall at their own expensetake reasonable steps to: (ai) assist the other party in preparing any Tax Returns which such other party is responsible for preparing and filing in accordance with this Article VIIISECTION 8.2(B); (bii) cooperate fully in preparing for any audits of, or disputes with Taxing taxing authorities regarding, any Tax Returns relating to the of each Company; (ciii) make available to the other and to any Taxing taxing authority as reasonably requested all information, records, records and documents relating to Taxes concerning the of each Company; (d) make available to the other and to any Taxing authority as reasonably requested employees and independent auditors to provide explanations and additional information relating to Taxes concerning the Company; (eiv) provide timely notice to the other in writing of any pending or threatened Tax audits, audits or assessments or Tax Proceedings with respect to the of each Company for taxable periods for which the other may have a liability under this Article VIIISECTION 8.2; (fv) In the case of Parent, Parent shall promptly notify Buyer in writing upon receipt by Parent or any of its Affiliates of notice of any pending or threatened federal, state, local or foreign Tax audits, examinations or assessments relating to taxable periods ending on or before the Closing Date that might have a material adverse Tax consequence to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. (vi) furnish the other with copies of all correspondence received from any Taxing taxing authority in connection with any Tax audit or Tax Proceedings information request with respect to any such taxable period for which the period; (vii) timely sign and deliver such certificates or forms as may be necessary or appropriate to establish an exemption from (or otherwise reduce), or file Tax Returns or other may have a liability under this Article VIIIreports with respect to, Taxes described in SECTION 8.2(A)(V) (relating to sales, transfer and similar Taxes); and (gviii) retain any books and records that could reasonably be expected to be necessary or useful in connection with Purchaser's or Parent's preparation, as the case may be, of any Return, or for any audit, examination, or Proceeding relating to Taxes. Such books and records shall be retained until the expiration of the applicable statute of limitations (including extensions thereof timely provide to the extent other powers of attorney or similar authorizations necessary to carry out the party has been notified thereof); provided, however, that in the event purposes of an -41- audit, examination, investigation or Proceeding has been instituted prior to the expiration of the applicable statute of limitations (or in the event of any claim under this Agreement), the books and records shall be retained until there is a final determination thereof (and the time for any appeal has expired)SECTION 8.2.

Assistance and Cooperation. Indirect ParentAfter the Closing Date, Second Intermediary each of Seller and -------------------------- Parent, First Intermediary Parent and Parent as one party and Purchaser as the other (and their respective Affiliates) shall at their own expenseshall: (a) assist Assist the other party in preparing any Tax Returns which such other party is responsible for preparing and filing in accordance with this Article VIII8; (b) cooperate Cooperate fully in preparing for any audits of, or disputes with Taxing taxing authorities regarding, any Tax Returns relating with respect to the CompanyAssets or income therefrom, the Liabilities or payments in respect thereof, or the operation of the Branches; (c) make Make available to the other and to any Taxing taxing authority as reasonably requested all relevant information, records, and documents relating to Taxes concerning with respect to the CompanyAssets or income therefrom, the Liabilities or payments in respect thereof, or the operation of the Branches; (d) make available to the other and to any Taxing authority as reasonably requested employees and independent auditors to provide explanations and additional information relating to Taxes concerning the Company; (e) provide Provide timely notice to the other in writing of any pending or threatened proposed tax audits (with copies of all relevant correspondence received from any taxing authority in connection with any Tax audits, audit or information request) or assessments or Tax Proceedings with respect to the Company Assets or the income therefrom, the Liabilities or payments in respect thereof, or the operation of the Branches for taxable periods for which the other may have a liability under this Article VIII8; (fe) furnish Furnish the other with copies of all relevant correspondence received from any Taxing taxing authority in connection with any Tax tax audit or Tax Proceedings information request with respect to any taxable period for which the other may have a liability under this Article VIIIreferred to in subsection (d) above; and (gf) retain any books and records that could reasonably be expected to be necessary The party requesting assistance or useful cooperation shall bear the other party's out-of-pocket expenses in connection complying with Purchaser's or Parent's preparation, as the case may be, of any Return, or for any audit, examination, or Proceeding relating to Taxes. Such books and records shall be retained until the expiration of the applicable statute of limitations (including extensions thereof such request to the extent the that those expenses are attributable to fees and other costs of unaffiliated third-party has been notified thereof)service providers; provided, however, that in the event of an -41- audit, examination, investigation or Proceeding has been instituted such other party shall obtain a quotation from any such third-party service providers prior to engagement and obtain approval thereof from the expiration of the applicable statute of limitations (or in the event of any claim under this Agreement), the books and records shall be retained until there is a final determination thereof (and the time for any appeal has expired)party requesting assistance.

Assistance and Cooperation. Indirect ParentSeller and Agway, Second Intermediary -------------------------- Parenton the one hand, First Intermediary Parent and Parent as one party and Purchaser as ---------------------------- Buyer, on the other (and their respective Affiliates) hand, shall at their own expenseafter the Closing Date: (ai) assist Assist (and cause their respective Affiliates to assist) the other party in preparing any Tax Returns which such other party is responsible for preparing and filing in accordance with this Article VIIISection 7, including any Tax Returns or forms required pursuant to Section 7(f); provided, however, that either party may withhold, or excise portions of, confidential records, documents or information if it is necessary to do so to reasonably protect the confidentiality thereof; (bii) cooperate Cooperate fully in preparing for any audits of, or disputes with Taxing taxing authorities regarding, any Tax Returns relating with respect to the CompanyAcquired Assets or income therefrom or the Assumed Liabilities or payments in respect thereof; (ciii) make Make available to the other party and to any Taxing taxing authority as is reasonably requested all relevant information, records, and documents relating to Taxes concerning with respect to the CompanyAcquired Assets or income therefrom or the Assumed Liabilities or payments in respect thereof; (div) make available to the other and to any Taxing authority as reasonably requested employees and independent auditors to provide explanations and additional information relating to Taxes concerning the Company; (e) provide Provide timely notice to the other in writing of any pending or threatened Tax audits, proposed tax audits or assessments or Tax Proceedings with respect to the Company Acquired Assets or the income therefrom, or the Assumed Liabilities or payments in respect thereof, for taxable periods for which the other may have a liability under this Article VIIISection 7; (fv) furnish Furnish the other with copies of all relevant correspondence received from any Taxing taxing authority in connection with any Tax audit or Tax Proceedings information request with respect to any taxable period for which the other may have a liability under this Article VIIIreferred to in Subsection (iv) above; and (gvi) retain any books and records that could reasonably be expected to be necessary The party requesting assistance or useful cooperation shall bear the other party's reasonable out-of-pocket expenses in connection complying with Purchaser's or Parent's preparation, as the case may be, of any Return, or for any audit, examination, or Proceeding relating to Taxes. Such books and records shall be retained until the expiration of the applicable statute of limitations (including extensions thereof such request to the extent the that those expenses are attributable to fees and other costs of Persons other than such other party has been notified thereof); provided, however, that in the event of an -41- audit, examination, investigation or Proceeding has been instituted prior to the expiration of the applicable statute of limitations (or in the event of any claim under this Agreement), the books and records shall be retained until there is a final determination thereof (and the time for any appeal has expired)its Affiliates.

Assistance and Cooperation. Indirect ParentAfter the Closing Date, Second Intermediary -------------------------- Parent, First Intermediary Parent and Parent as one party each of Seller and Purchaser as the other (and their respective Affiliates) shall at their own expenseshall: (a) assist Assist the other party in preparing any Tax Returns which such other party is responsible for preparing and filing in accordance with this Article VIII8; (b) cooperate Cooperate fully in preparing for any audits of, or disputes with Taxing taxing authorities regarding, any Tax Returns relating with respect to the CompanyAssets or income therefrom, the Liabilities or payments in respect thereof, or the operation of the Branches; (c) make Make available to the other and to any Taxing taxing authority as reasonably requested all relevant information, records, and documents relating to Taxes concerning with respect to the CompanyAssets or income therefrom, the Liabilities or payments in respect thereof, or the operation of the Branches; (d) make available to the other and to any Taxing authority as reasonably requested employees and independent auditors to provide explanations and additional information relating to Taxes concerning the Company; (e) provide Provide timely notice to the other in writing of any pending or threatened proposed tax audits (with copies of all relevant correspondence received from any taxing authority in connection with any Tax audits, audit or information request) or assessments or Tax Proceedings with respect to the Company Assets or the income therefrom, the Liabilities or payments in respect thereof, or the operation of the Branches for taxable periods for which the other may have a liability under this Article VIII8; (fe) furnish Furnish the other with copies of all relevant correspondence received from any Taxing taxing authority in connection with any Tax tax audit or Tax Proceedings information request with respect to any taxable period for which the other may have a liability under this Article VIIIreferred to in subsection (d) above; and (gf) retain any books and records that could reasonably be expected to be necessary The party requesting assistance or useful cooperation shall bear the other party's out-of-pocket expenses in connection complying with Purchaser's or Parent's preparation, as the case may be, of any Return, or for any audit, examination, or Proceeding relating to Taxes. Such books and records shall be retained until the expiration of the applicable statute of limitations (including extensions thereof such request to the extent the that those expenses are attributable to fees and other costs of unaffiliated third-party has been notified thereof)service providers; provided, however, that in the event of an -41- audit, examination, investigation or Proceeding has been instituted such other party shall obtain a quotation from any such third-party service providers prior to engagement and obtain approval thereof from the expiration of the applicable statute of limitations (or in the event of any claim under this Agreement), the books and records shall be retained until there is a final determination thereof (and the time for any appeal has expired)party requesting assistance.

Assistance and Cooperation. Indirect Parent(i) Buyer, Second Intermediary -------------------------- Parentthe Company and Shareholder shall cooperate fully, First Intermediary Parent as and Parent as one party and Purchaser as to the extent reasonably requested by the other (party, in connection with the filing of Tax Returns pursuant to this Section 6.3 and their respective Affiliates) shall at their own expense: (a) assist the any audit, litigation or other party in preparing any Returns which such other party is responsible for preparing and filing in accordance proceeding with this Article VIII; (b) cooperate fully in preparing for any audits of, or disputes with Taxing authorities regarding, any Returns relating to the Company; (c) make available to the other and to any Taxing authority as reasonably requested all information, records, and documents relating respect to Taxes concerning of the Company; Company (d) make available to the other and to or Shareholder or any Taxing authority as reasonably requested employees and independent auditors to provide explanations and additional information relating to Taxes concerning the Company; (e) provide timely notice to the other in writing of any pending or threatened Tax audits, assessments or Tax Proceedings its Affiliates with respect to the Company for taxable periods for which the other may have a liability under this Article VIII; (fTransferred Assets) furnish the other with copies of all correspondence received from and shall make available to one another and to any Taxing authority Governmental Entity, as reasonably requested in connection with any Tax audit Return described in Section 6.3(b) or any Tax Proceeding described in Section 6.3(d), all information relating to any Taxes or Tax Proceedings Returns of the Company (or Shareholder or any of its Affiliates with respect to the Transferred Assets). Such cooperation shall also include, without limitation, the retention and (upon the other party's reasonable request) the provision of records and information that are reasonably relevant to any such Tax Return, audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any materials provided hereunder. The Company and Shareholder agree to (A) retain all Books and Records with respect to Tax matters pertinent to the Company relating to any taxable period for which beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or Shareholder, any extensions thereof) of the respective taxable periods, and abide by all record retention agreements entered into with any Taxing authority, and (B) give the other may have a liability under this Article VIII; party reasonable written notice prior to transferring, destroying or discarding any such Books and Records, and (g) retain any books and records that could reasonably be expected to be necessary , if the other party so requests, the Company or useful in connection with Purchaser's or Parent's preparationShareholder, as the case may be, shall allow the other party to take possession of such Books and Records. (ii) Buyer and Shareholder further agree, upon request, to use reasonable efforts to obtain any Returncertificate or other document from any governmental body or any other Person as may be necessary to mitigate, reduce or for eliminate any audit, examination, Tax that could be imposed; provided that obtaining such certificate or Proceeding relating other document may not reasonably be expected to Taxes. Such books and records shall be retained until the expiration of the applicable statute of limitations (including extensions thereof to the extent the party has been notified thereof); provided, however, that in the event of an -41- audit, examination, investigation or Proceeding has been instituted prior to the expiration of the applicable statute of limitations (or in the event of any claim under this Agreement)adversely affect Shareholder, the books and records shall be retained until there is a final determination thereof (and the time for Company, Buyer or any appeal has expired)Buyer Affiliate.

Assistance and Cooperation. Indirect ParentAfter the Closing, Second Intermediary -------------------------- ParentOrbital, First Intermediary Parent OrbNav, and Parent as one party and the Purchaser as the other shall cooperate (and cause their respective AffiliatesAffiliates and agents to cooperate) shall at their own expense: (a) assist the with each other party and with each other's Representatives in preparing any Returns which such other party is responsible for preparing and filing in accordance connection with this Article VIII; (b) cooperate fully in preparing for any audits of, or disputes with Taxing authorities regarding, any Returns Tax matters relating to the Company; , including (ci) make available to providing the other basis of the Company in its assets as of December 31, 2000, (ii) preparation and to any Taxing authority as reasonably requested all information, records, and documents relating to Taxes concerning the Company; (d) make available to the other and to any Taxing authority as reasonably requested employees and independent auditors to provide explanations and additional information relating to Taxes concerning the Company; (e) provide timely notice to the other in writing filing of any pending or threatened Tax audits, assessments or Tax Proceedings Returns with respect to OrbNav's Membership Interest, (iii) determining the Company for taxable periods for which the other may have a liability under this Article VIII; (f) furnish the other with copies and amount of all correspondence received from any Taxing authority in connection with any Tax audit or Tax Proceedings Taxes due with respect to OrbNav's Membership Interest, the right to and amount of any taxable period for which refund of Taxes with respect to OrbNav's Membership Interest, and the other may have a liability under this Article VIII; and and amount of any Tax benefit payments with respect to OrbNav's Membership Interest, and (giv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Each party shall (i) retain any books all Tax Returns with respect to OrbNav's Membership Interest, schedules and work papers, and all material records that could reasonably be expected to be necessary or useful in connection with Purchaser's or Parent's preparationand other documents relating thereto, as the case may be, of any Return, or for any audit, examination, or Proceeding relating to Taxes. Such books and records shall be retained until the expiration of the applicable statute of limitations (including extensions thereof including, to the extent notified by any party, any extensions thereof) of the party has been notified thereof); provided, however, Tax period to which such Tax Returns and other documents and information relate or until the final determination of any controversy with respect to such Tax period and until the final determination of any payments that in may be required with respect to such Tax period under this Agreement and (ii) give the event of an -41- audit, examination, investigation or Proceeding has been instituted other parties reasonable written notice prior to transferring, destroying or discarding any such Tax Returns, records and documents and, if the expiration other parties so request, (x) the Purchaser or (y) Orbital or OrbNav, as the case may be, shall allow the other party to take possession of such Tax Returns, records and documents. Each of the applicable statute of limitations parties shall also make available to the other parties, as reasonably requested and to the extent available, personnel (including officers, directors, employees and agents) responsible for preparing, maintaining, and interpreting information and providing information or documents in the event of connection with any claim under this Agreement), the books and records shall be retained until there is a final determination thereof (and the time for any appeal has expired)administrative or judicial proceedings relating to Taxes with respect to OrbNav's Membership Interest.

Assistance and Cooperation. Indirect ParentAfter the Closing, Second Intermediary -------------------------- Parent, First Intermediary Parent and Parent as one party Sellers and Purchaser as the other shall (and shall cause their respective Affiliates) shall at their own expense:Affiliates to): (a) assist the other party cooperate in preparing any Returns which such other party is responsible for preparing and filing in accordance with this Article VIII; (b) cooperate fully a timely manner in preparing for any audits of, or disputes with Taxing taxing authorities regarding, any Tax Returns relating to of the CompanyCorporation and the Subsidiaries; (b) keeping each other reasonably informed of the conduct thereof; (c) make available to the other and Party and, subject to any Taxing claim of solicitor client privilege, to any taxing authority in a timely manner as reasonably requested all information, records, and documents relating to Taxes concerning and Tax Planning of the CompanyCorporation and the Subsidiaries or their Assets or the Business; (d) make available to the other and to any Taxing authority as reasonably requested employees and independent auditors to provide explanations and additional information relating to Taxes concerning the Company; (e) provide timely notice to the other in writing of any pending or threatened Tax audits, assessments audits or Tax Proceedings with respect to assessment of the Company Corporation or the Subsidiaries for taxable taxation year or other periods for which the other may have a liability under this Article VIII15; (fe) within 30 days of the receipt of a written request therefor, furnish the other with copies of all correspondence received from any Taxing taxing authority in connection with any Tax audit or Tax Proceedings information request with respect to any taxable period for which such taxation year or other periods of the Corporation or any of the Subsidiaries; (f) timely provide to the other may have a liability under Party powers of attorney or similar authorizations necessary to carry out the purposes of this Article VIII; and15; (g) use reasonable efforts to properly retain and maintain accounting and Tax records and information, in a timely manner consistent with taxing authority guidelines, to the extent those records and information relate to the Corporation and the Subsidiaries or any books of the Assets and records that could reasonably be expected to be necessary or useful in connection with Purchaser's or Parent's preparation, as the case may be, of any Return, or for any audit, examination, or Proceeding relating to Taxes. Such books and records shall be retained Business until 120 days following the expiration of the applicable statute of limitations (including extensions thereof to period, and promptly notify the extent the party has been notified thereof); provided, however, that in the event of an -41- audit, examination, investigation or Proceeding has been instituted other Party prior to the expiration of the applicable statute of limitations (or in the event destruction of any claim under this Agreement), of those Tax records or that information and provide the books other Party a reasonable opportunity to make and retain copies of any of those Tax records shall be retained until there is a final determination thereof or that information; and (and the time for any appeal has expiredh) cooperate so as to give effect to their mutual intention as stated in Section 15.1(f).

Assistance and Cooperation. Indirect ParentAfter the Closing Date, Second Intermediary -------------------------- Parent, First Intermediary Parent the Sellers and Parent as one party and the Purchaser as the other shall (and shall cause their respective Affiliates) shall at their own expenseAffiliates to), subject to the applicable confidentiality provisions: (ai) assist grant to the other party in preparing Party (or their designees or Affiliates) access at all reasonable times to all of the books and records relating to any Returns which Pre-Closing Tax Period of the Acquired Companies within their possession (including all kind of tax returns, accounting records, tax documents and correspondence with tax authorities), and shall afford the other Party or any of their Affiliates or designees, the right (at such other party is responsible for preparing Party’s expense) to take extracts therefrom and filing in accordance to make copies thereof, to the extent reasonably necessary to permit the other Party or any of their Affiliates or designees, to prepare Tax Returns, to conduct negotiations with any Governmental Entity, including Taxing Authorities, to defend against any tax contingency or to implement the provisions of, or to investigate or defend any claims between the Parties arising under, this Article VIIIAgreement; (b) cooperate fully in preparing for any audits of, or disputes with Taxing authorities regarding, any Returns relating to the Company; (cii) make available to the other Party and to any applicable Governmental Entity, including Taxing authority Authorities, as reasonably requested requested, all information, records, records and documents relating to any Pre-Closing Tax Period Taxes concerning of any of the CompanyAcquired Companies; (diii) make available timely provide to the other and Party authorizations necessary to carry out the purposes of this ‎Section 5.12; and (iv) only with respect to any Taxing authority Pre-Closing Tax Period, preserve and retain all books and records, as reasonably requested employees and independent auditors to provide explanations and additional information applicable, relating to Taxes concerning the Company; (e) provide timely notice to the other in writing any Tax Returns of any pending or threatened Tax audits, assessments or Tax Proceedings with respect to the Company for taxable periods for which the other may have a liability under this Article VIII; (f) furnish the other with copies of all correspondence received from any Taxing authority in connection with any Tax audit Acquired Companies or Tax Proceedings with respect to any taxable period for which claims, audits or other proceedings affecting the other may have a liability under this Article VIII; and Acquired Companies until the later of (gi) retain any books and records that could reasonably be expected to be necessary or useful in connection with Purchaser's or Parent's preparation, as the case may be, of any Return, or for any audit, examination, or Proceeding relating to Taxes. Such books and records shall be retained until the expiration of the applicable statute of limitations (including extensions thereof extensions) applicable to the extent taxable period to which such documents relate, and (ii) seven (7) years after the party has been notified thereof); providedClosing Date, howeveror, that in if later, until the event final determination of an -41- audit, examination, investigation or Proceeding has been instituted prior any controversy with respect to the expiration of taxable period to which such documents relate, and until the applicable statute of limitations (or in the event final determination of any claim payments that may be required with respect to such taxable period under this Agreement), the books and records shall be retained until there is a final determination thereof (and the time for any appeal has expired).

Assistance and Cooperation. Indirect Parent(a) After the Closing Date, Second Intermediary -------------------------- Parent, First Intermediary each of Parent and Parent as one party the Acquiror shall, and Purchaser as the other (and shall cause their respective Affiliates) shall at their own expenseAffiliates to: (ai) assist the other party in preparing any Specified Tax Election or any Tax Returns which such other party is responsible for preparing and filing in accordance with this Article VIIISection 7.01; (bii) cooperate fully in preparing for and defending any audits of, or disputes with Taxing authorities any Tax Authority regarding, any Tax Returns relating to the Companyof any Company Group Entity for Pre-Closing Tax Periods and Straddle Periods; (ciii) make available to the other and to any Taxing authority Tax Authority as reasonably requested all relevant information, records, records and documents relating to Taxes concerning the Companyof any Company Group Entity for Pre-Closing Tax Periods and Straddle Periods; (d) make available to the other and to any Taxing authority as reasonably requested employees and independent auditors to provide explanations and additional information relating to Taxes concerning the Company; (e) provide timely notice to the other in writing of any pending or threatened Tax audits, assessments or Tax Proceedings with respect to the Company for taxable periods for which the other may have a liability under this Article VIII; (fiv) furnish the other party with copies of all correspondence received from any Taxing authority Tax Authority in connection with any Tax audit or Tax Proceedings information request with respect to any taxable period Taxes or Tax Returns of the Company Group Entities for Pre-Closing Tax Periods and Straddle Periods; provided, however, that the Acquiror shall only be obligated to furnish copies of such correspondence to Parent to the extent such audit or other information request relates to Taxes for which Parent may be liable under the other may have a liability under terms of this Article VIIIAgreement; and (gv) retain any books timely sign and records that could reasonably be expected to deliver such certificates or forms as may be necessary or useful appropriate to establish an exemption from (or otherwise reduce), or file Tax Returns or other reports with respect to, Taxes described in connection Section 7.02(b)(relating to Transfer Taxes and VAT/GST); provided that, any such access or furnishing of information shall be conducted during normal business hours and in such a manner as not unreasonably to interfere with Purchaser's the normal operations of the party accommodating the request. Notwithstanding anything to the contrary contained herein, neither Parent nor the Acquiror nor any of their respective Affiliates (nor their respective Representatives) shall be required to disclose to the other party or Parent's preparationany of its agents or Representatives any consolidated, combined, affiliated, group relief or unitary Tax Return that includes Parent or any of its Affiliates or the Acquiror or any of its Affiliates, as the case may be, of or any Returnrelated work papers, except, in each case, for materials or for portions thereof that relate solely to any auditCompany Group Entity. (b) The Acquiror and Parent shall retain all Tax Returns, examinationschedules and work papers, or Proceeding and all material records and other documents relating to Taxes. Such books and records shall be retained Tax matters, of the Company Group Entities for Tax periods ending on or prior to the Closing Date until the later of (i) the expiration of the applicable statute of limitations for the Tax periods to which the Tax Returns and other documents relate, or (including extensions thereof to ii) eight (8) years following the extent due date (without extension) for such Tax Returns. Thereafter, the party has been notified thereof); providedholding such Tax Returns or other documents may dispose of them after offering the other party reasonable notice and opportunity to take possession of such Tax Returns and other documents at such other party’s own expense. (c) At the Acquiror’s written request, however, that in the event of an -41- audit, examination, investigation or Proceeding has been instituted prior to the expiration of Closing, Parent shall furnish to the applicable statute of limitations (or in the event Acquiror a list of any claim under this Agreement), powers of attorney that have been granted by any Company Group Entity. The parties shall discuss in good faith whether any powers of attorney that have been granted by any Company Group Entity shall survive the books Closing and records Parent shall be retained until there is a final determination thereof (and take commercially reasonable efforts to terminate prior to Closing any powers of attorney designated in writing by the time for any appeal has expired)Acquiror.

Assistance and Cooperation. Indirect ParentAfter the Closing Date, Second Intermediary -------------------------- Parent, First Intermediary Parent each of the Sellers and Parent as one party and Purchaser as the other Buyer shall (and shall cause their respective Affiliates) shall at their own expense:Affiliates to): (ai) assist the other party in preparing and filing as necessary (including, by having the Buyer cause the Company and its Subsidiaries to sign and file or cause to be filed when due any Pre-Closing Income Tax Return prepared by the Sellers pursuant to Section 7.3(b)(i), which Pre-Closing Income Tax Return shall be made available to the Buyer at least thirty (30) days prior to the applicable filing due date, and any unresolved dispute regarding such Pre-Closing Income Tax Return shall be resolved using the same procedures and same allocation of expenses as the resolution of a Protest Notice under Section 2.5(d); provided if the Buyer and the Seller Representative are unable to resolve such dispute prior to the applicable filing due date (including any properly obtained extensions thereof), the Buyer shall timely file or cause to be filed such Pre-Closing Income Tax Return and, upon final resolution of such dispute in accordance with Section 2.5(d), shall file or cause to be filed any amendment to such Pre-Closing Income Tax Return required to reflect such resolution) any Tax Returns which such other party is responsible for preparing and filing in accordance with paragraph (b) of this Article VIIISection 7.3, and in connection therewith provide the other party necessary powers of attorney; (bii) cooperate fully in preparing for and conducting any audits of, or disputes with Taxing taxing authorities regarding, any Tax Returns relating to of the CompanyCompany and any of its Subsidiaries; (ciii) make available to the other and to any Taxing taxing authority as reasonably requested all information, records, and documents relating to Taxes concerning of the CompanyCompany and its Subsidiaries; (d) make available to the other and to any Taxing authority as reasonably requested employees and independent auditors to provide explanations and additional information relating to Taxes concerning the Company; (e) provide timely notice to the other in writing of any pending or threatened Tax audits, assessments or Tax Proceedings with respect to the Company for taxable periods for which the other may have a liability under this Article VIII; (fiv) furnish the other with copies of all correspondence received from any Taxing taxing authority in connection with any Tax audit or Tax Proceedings information request with respect to any such taxable period for which the other may have a liability under this Article VIII; andperiod; (gv) The Buyer and the Sellers agree to retain any books all Books and records that could reasonably be expected Records with respect to be necessary or useful in connection with Purchaser's or Parent's preparation, as tax matters pertaining to the case may be, of any Return, or for any audit, examination, or Proceeding Company and its Subsidiaries relating to Taxes. Such books and records shall be retained until periods prior to the expiration of the applicable statute of limitations Closing for six (including extensions thereof to 6) years; (vi) To the extent the party has been notified Sellers will be required to reimburse the Buyer pursuant to paragraph (b)(ii) of this Section 7.3, the Buyer agrees to allow the Seller Representative to review all Straddle Period Tax Returns prior to their filing, which Straddle Period Tax Returns shall be made available to the Seller Representative at least thirty (30) days prior to the applicable filing due date, and any unresolved dispute regarding any such Straddle Tax Return shall be resolved using the same procedures and same allocation of expenses as the resolution of a Protest Notice under Section 2.5(d); provided if the Buyer and the Seller Representative are unable to resolve such dispute prior to the applicable filing due date (including any properly obtained extensions thereof), the Buyer shall timely file or cause to be filed such Straddle Tax Return and, upon final resolution of the dispute in accordance with Section 2.5(d), shall file or cause to be filed any amendment to such Straddle Period Tax Return required to reflect such resolution; (vii) The Buyer agrees to allow the Sellers to control any Tax audit or proceeding relating to any taxable periods ending on or before the Closing Date and the Sellers agree to allow the Buyer to control any Tax audit or proceeding relating to any period ending after the Closing Date; provided, however, that in the event case of an -41- audita Straddle Period, examination, investigation the Sellers shall be entitled to participate at their expense in any Tax audit or Proceeding has been instituted prior proceeding relating (in whole or in part) to Taxes attributable to the expiration portion of such Straddle Period ending on and including the Closing Date; and (viii) Neither the Buyer or the Sellers, nor any of their respective Affiliates, shall file (other than Pre-Closing Income Tax Returns or any other Tax Returns not due before the Closing Date filed in accordance with this Section 7.3) re-file or amend any Tax Return of the applicable statute of limitations (Company or in its Subsidiaries that includes any period ending on or before the event Closing Date except as a result of any claim under this Agreement)audit by any Governmental Body, in which case the books and records filing, re-filing or amendment of any such Tax Return shall be retained until there is a final determination thereof (subject to the review and the time for any appeal has expired)dispute resolution provisions of this Section 7.3.

Assistance and Cooperation. Indirect ParentSeller shall retain all Tax Returns, Second Intermediary -------------------------- Parentand other records related to Taxes, First Intermediary Parent as well as all accounting records and Parent as one party reports, of the Company Group; provided, that after the Closing Date, each of Seller and Purchaser as the other (and their respective Affiliates) shall at their own expenseBuyer shall: (ai) reasonably assist (and cause their respective Affiliates to assist) the other party Party in preparing any Tax Returns or reports which such other party Party is responsible for preparing and filing in accordance with this Article VIIISection 5.6 (including that with respect to any taxable year (or portion thereof) of the Company Group for which Seller is required to file a Tax Return pursuant to Section 5.6(a)); and Buyer shall promptly (and, for the portion of the taxable period ending on the Closing Date, within ninety (90) days after the Closing Date) cause the Company to prepare and provide to Seller a package of tax information materials, which shall be completed in accordance with the past practice of the Company or the relevant Subsidiary including past practice as to providing the information, schedules and work papers and as to the method of computation of separate taxable income or other relevant measure of income); and Buyer shall cause the Company Group to retain all records related to Taxes for a ten (10) year period after the Closing Date, after which time the Buyer shall notify Seller at least ten (10) Business Days in advance of disposing of any records relevant to taxable periods (or portions thereof) ending on or prior to the Closing Date and shall deliver such records to Seller at Seller’s request; (bii) reasonably cooperate fully in preparing for any audits of, or disputes with Taxing taxing authorities regarding, any Tax Returns relating to of the CompanyCompany Group; (ciii) make available to the other and to any Taxing authority Governmental Authority as reasonably requested requested, and permit the other to copy at its own expense, all information, records, and documents relating to accounting or Taxes concerning of the Company; Company Group (dwhich, for the avoidance of doubt, does not include (A) make available to the other and to any Taxing authority as reasonably requested employees and independent auditors to provide explanations and additional information such items relating to accounting or Taxes concerning of the Company; Seller or any of Seller’s Affiliates (eother than members of the Company Group) provide timely notice to the other in writing of any pending or threatened Tax audits, assessments or Tax Proceedings with respect that do not relate solely to the Company Group, and (B) any Tax Return of Seller Parent or any of its Affiliates (including any consolidated, combined or unitary Tax Return including any such Person) except for taxable periods for which separate non-income Tax Returns of the other may have a liability under this Article VIII;members of the Company Group) (collectively, all such non-excluded items and Tax Returns, the “Company Group Records”); and (fiv) furnish the other with copies of all correspondence received from any Taxing authority Governmental Authority in connection with any Tax audit or Tax Proceedings information request with respect to any taxable period Taxes for which the other Party may have a liability under this Article VIII; and (g) retain any books and records that could reasonably be expected to be necessary or useful in connection with Purchaser's or Parent's preparation, as the case may be, of any Return, or for any audit, examination, or Proceeding relating to Taxes. Such books and records shall be retained until the expiration of the applicable statute of limitations (including extensions thereof to the extent the party has been notified thereof); provided, however, that in the event of an -41- audit, examination, investigation or Proceeding has been instituted prior to the expiration of the applicable statute of limitations (or in the event of any claim liable under this Agreement). provided, further, that after the books date on which Seller no longer has any indemnification obligation under Section 8.2(a) with respect to Taxes, Seller shall, if Buyer so requests and records shall be retained until there is a final determination thereof (and at Buyer’s expense, deliver to Buyer the time for any appeal has expired)Company Group Records.

Assistance and Cooperation. Indirect ParentWithin sixty (60) days after the receipt of a customary package of Tax information materials from TRW, Second Intermediary -------------------------- ParentBuyer shall provide to TRW a package of Tax information materials, First Intermediary Parent including schedules and Parent as one party work papers required by TRW to enable TRW to prepare and Purchaser as file all Tax Returns required to be prepared and filed by it with respect to the Acquired Assets to the extent that TRW or any of the Asset Selling Subsidiaries has transferred the relevant books and records to Buyer in connection herewith. Buyer shall prepare such package in good faith in a manner consistent with TRW’s past practice. After the Closing Date, each of TRW and Buyer shall (and shall cause their respective Affiliates to), at the reasonable request of the other party, (and their respective Affiliates) shall at their own expense: (ai) assist the other party in preparing and filing any Tax Returns, amended Tax Returns or refund claims which such other party is responsible for preparing and filing in accordance including Tax Returns and amended Tax Returns with this Article VIII; respect to the Acquired Assets, and (bii) cooperate fully with the other party in preparing for any audits of, or disputes with Taxing authorities any Tax Authority regarding, any Tax Returns relating to of TRW or its Affiliates, any of the Company; (c) make available to Aerospace Subsidiaries or their Affiliates or the Acquired Assets. Such assistance and cooperation shall include providing the other and to party and, at the direction of the other party, any Taxing authority as reasonably requested all informationTax Authority, recordswith copies (at the other party’s expense) of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to Taxes concerning the Company; (d) rulings or other determinations by Tax Authorities. Each of TRW and Buyer shall make its employees available on a basis mutually convenient to both parties to provide explanations of any documents or information provided hereunder to the other party and, at the direction of the other party, any Tax Authority. In connection therewith, TRW and Buyer shall not dispose of any Tax work papers, books or records relating to any Taxing authority as reasonably requested employees and independent auditors to provide explanations and additional information relating to Taxes concerning of the Company; (e) provide timely notice to Aerospace Subsidiaries or the other in writing Acquired Assets until the later of any pending or threatened Tax audits, assessments or Tax Proceedings with respect to the Company for taxable periods for which the other may have a liability under this Article VIII; (f) furnish the other with copies of all correspondence received from any Taxing authority in connection with any Tax audit or Tax Proceedings with respect to any taxable period for which the other may have a liability under this Article VIII; and (g) retain any books and records that could reasonably be expected to be necessary or useful in connection with Purchaser's or Parent's preparation, as the case may be, of any Return, or for any audit, examination, or Proceeding relating to Taxes. Such books and records shall be retained until the expiration of the applicable six-year period following the Closing Date or expiration of the statute of limitations (including extensions thereof of the taxable period to which such Tax Returns and other documents relate, without regard to extensions, except to the extent notified by the other party has been notified thereof); providedin writing of such extensions for the respective Tax periods, howeverand thereafter shall give the other party reasonable written notice, that and the opportunity to take possession of any such items, before disposing of such items. Any information obtained under this Section 6.10(a) shall be kept confidential except as may be otherwise necessary in connection with the event filing of an -41- audit, examination, investigation Tax Returns or Proceeding has been instituted prior to the expiration of the applicable statute of limitations (claims for refund or in the event of any claim under this Agreement), the books and records shall be retained until there is a final determination thereof (and the time for any appeal has expired)conducting an audit or other Tax proceeding.

Assistance and Cooperation. Indirect ParentAfter each respective Closing Date, Second Intermediary each -------------------------- Parent, First Intermediary Parent and Parent as one party and Purchaser as the other (and their respective Affiliates) shall at their own expenseapplicable Selling Entity agrees: (a) to assist the other party applicable Acquiring Entities in preparing any Returns which tax returns that such other party is Acquiring Entities are responsible for preparing and filing in accordance after such Closing Date with this Article VIII; (b) respect to that portion of the Business and the Acquired Assets conveyed on such Closing Date to the extent such tax returns require information not included within such Acquired Assets; to reasonably cooperate fully at the Acquiring Entity's cost in preparing for any audits of, or disputes with Taxing authorities Tribunals regarding, any Returns tax returns relating to such portion of the Company; (c) Business and the Acquired Assets; and to make available to the other applicable Acquiring Entities and to any Taxing authority Tribunal as reasonably requested all information, records, records and documents relating to Taxes concerning liabilities for taxes associated with such portion of the CompanyBusiness or the Acquired Assets; (db) make available to provide the Acquiring Entities with reasonable access to the portions of the Selling Entities' tax records and reports, general ledgers and any other books, records, files or correspondence which relate to the Business and to preserve all such information, records and documents until the expiration of any Taxing authority applicable statutes of limitation or extensions thereof and as reasonably requested employees and independent auditors to provide explanations and additional information relating to Taxes concerning the Company;otherwise required by law; and (ec) to provide timely notice to the other applicable Acquiring Entities in writing of any pending or threatened Tax audits, tax audits or assessments or Tax Proceedings with respect related to the Company Business or the Acquired Assets for taxable periods for beginning after such Closing Date and of which the other may have a liability under this Article VIII; (f) such Selling Entity has knowledge and to furnish the other such Acquiring Entities with copies of all correspondence received from any Taxing authority Tribunal in connection with any Tax tax audit or Tax Proceedings information request with respect to any taxable period for which the other may have a liability under this Article VIII; and (g) retain any books and records that could reasonably be expected to be necessary or useful in connection with Purchaser's or Parent's preparation, as the case may be, of any Return, or for any audit, examination, or Proceeding relating to Taxes. Such books and records shall be retained until the expiration of the applicable statute of limitations (including extensions thereof to the extent the party has been notified thereof); provided, however, that in the event of an -41- audit, examination, investigation or Proceeding has been instituted prior to the expiration of the applicable statute of limitations (or in the event of any claim under this Agreement), the books and records shall be retained until there is a final determination thereof (and the time for any appeal has expired)such period.

Assistance and Cooperation. Indirect ParentAfter the Closing Date, Second Intermediary -------------------------- Parent, First Intermediary Parent and Parent as one party and (i) Purchaser as the other shall (and their respective Affiliates) shall at their own expense: (acause its Affiliates to) assist the other party Seller in preparing and filing any Tax Returns which such other party that Seller is responsible for preparing and filing in accordance with this Article VIII; Section 5.4(b)(i), (bii) Seller shall (and shall cause its Affiliates to) assist Purchaser in preparing and filing any Tax Returns that Purchaser is responsible for preparing and filing in accordance with Section 5.4(b)(ii) and (iii) Purchaser and Seller shall (and shall cause their respective Affiliates to) reasonably cooperate fully in preparing for any audits of, or disputes with Taxing authorities any Governmental Authority regarding, any Tax Returns relating to the filed by any Acquired Company; (c) make available to the other . Such assistance and to any Taxing authority as reasonably requested all informationcooperation shall include providing copies of relevant Tax Returns or portions thereof, recordstogether with accompanying schedules, related work papers and documents relating to Taxes concerning the Company; (d) make available to the rulings or other and to determinations by any Taxing authority as reasonably requested (for the avoidance of doubt, no copies of Consolidated Tax Returns shall be provided). Each party and its Affiliates shall make its employees and independent auditors available on a basis mutually convenient to both parties to provide explanations of any documents or information provided hereunder. Purchaser and additional information Seller shall each retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Taxes concerning Tax matters of the Company; (e) provide timely notice to the other in writing of any pending or threatened Tax audits, assessments or Tax Proceedings with respect to the Company Acquired Companies for taxable periods for which the other may have a liability under this Article VIII; (f) furnish the other with copies of all correspondence received from any Taxing authority in connection with any Tax audit or Tax Proceedings with respect to any taxable period for which the other may have a liability under this Article VIII; and (g) retain any books and records that could reasonably be expected to be necessary or useful in connection with Purchaser's or Parent's preparationportions thereof, as determined in accordance with Section 5.4(c)(ii)) ending on or before the case may be, Closing Date until the later of any Return, or for any audit, examination, or Proceeding relating to Taxes. Such books and records shall be retained until (i) the expiration of the applicable statute of limitations (including of the Taxable periods to which such Tax Returns and other documents relate, without regard to extensions thereof except to the extent notified in writing of such extensions for the party has been notified thereof); providedrespective Tax periods, howeveror (ii) three (3) years following the due date (without extension) for such returns. None of the Seller, that on the one hand, or Purchaser or the Acquired Companies, on the other hand, shall dispose of any such materials unless it first offers in the event of an -41- audit, examination, investigation or Proceeding has been instituted prior writing to the expiration other party the right to take possession of such materials at such other party’s sole expense and the other party fails to accept such offer within fifteen (15) Business Days of the applicable statute offer being made. Any information obtained under this Section 5.4(d) shall be kept confidential except as may be otherwise necessary in connection with the filing of limitations (Tax Returns or claims for refund or in the event of any claim under this Agreement), the books and records shall conducting a Tax contest or as otherwise may be retained until there is a final determination thereof (and the time for any appeal has expired)required by applicable law.

Assistance and Cooperation. Indirect Parent(a) After the Distribution, Second Intermediary -------------------------- Parentthe Companies shall cooperate (and cause their respective Affiliates to cooperate) with each other and with each other’s agents, First Intermediary Parent including accounting firms and Parent as one party legal counsel, in connection with Tax matters relating to the Companies and Purchaser as their Affiliates including (i) preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making all information and documents in their possession relating to the other Company and its Affiliates available to such other Company as provided in Article IX. Each of the Companies shall also make available to the other, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies or their respective Affiliates) shall at their own expense: (a) assist the other party in preparing any Returns which such other party is responsible for preparing preparing, maintaining and filing interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in accordance connection with this Article VIII;any administrative or judicial proceedings relating to Taxes. (b) cooperate fully in preparing for any audits of, Any information or disputes with Taxing authorities regarding, any Returns relating to the Company; (c) make available to the other and to any Taxing authority as reasonably requested all information, records, and documents relating to Taxes concerning the Company; (d) make available to the other and to any Taxing authority as reasonably requested employees and independent auditors to provide explanations and additional information relating to Taxes concerning the Company; (e) provide timely notice to the other in writing of any pending or threatened Tax audits, assessments or Tax Proceedings with respect to the Company for taxable periods for which the other may have a liability provided under this Article VIII; (f) furnish VIII shall be kept confidential by the other Company receiving the information or documents, except as may otherwise be necessary in connection with copies the filing of all correspondence received from any Taxing authority Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, (i) neither Brink’s nor any Brink’s Affiliate shall be required to provide BHS, any BHS Affiliate or any other Person access to or copies of any information or procedures (including the proceedings of any Tax audit Contest) other than information or Tax Proceedings with respect procedures that relate solely to BHS, a BHS Affiliate or the business or assets of BHS or any taxable period for which the BHS Affiliate and (ii) in no event shall Brink’s or any Brink’s Affiliate be required to provide BHS, any BHS Affiliate or any other may have a liability under this Article VIII; and (g) retain Person access to or copies of any books and records that information if such action could reasonably be expected to be necessary or useful result in connection with Purchaser's or Parent's preparation, as the case may be, waiver of any ReturnPrivilege. In addition, or for any audit, examination, or Proceeding relating to Taxes. Such books and records shall be retained until the expiration of the applicable statute of limitations (including extensions thereof to the extent the party has been notified thereof); provided, however, that in the event of an -41- audit, examination, investigation or Proceeding has been instituted prior to that Brink’s determines that the expiration of the applicable statute of limitations (or in the event provision of any claim information to BHS or any BHS Affiliate could be commercially detrimental, violate any law or agreement or waive any Privilege, the parties shall use reasonable best efforts to permit compliance with its obligations under this Agreement), the books and records shall be retained until there is Article VIII in a final determination thereof (and the time for manner that avoids any appeal has expired)such harm or consequence.

Assistance and Cooperation. Indirect Parent, Second Intermediary -------------------------- Parent, First Intermediary Parent Each of Seller and Parent as one party and Purchaser as the other Buyer (and their -------------------------- respective Affiliates) shall at their own expense: (a) assist the other party in preparing any Tax Returns which such other party is responsible for preparing and filing in accordance with this Article VIIIVII; (b) cooperate fully in preparing for any audits of, or disputes with Taxing authorities regarding, any Tax Returns relating to the CompanyAcquired Assets; (c) make available to the other and to any Taxing authority as reasonably requested all information, records, and documents relating to Taxes concerning the CompanyAcquired Assets; (d) make available to the other and to any Taxing authority as reasonably requested employees and independent auditors to provide explanations and additional information relating to Taxes concerning the CompanyAcquired Assets; (e) provide timely notice to the other in writing of any pending or threatened Tax audits, assessments or Tax Proceedings with respect to the Company Acquired Assets for taxable periods for which the other may have a liability under this Article VIIIVII; (f) furnish the other with copies of all correspondence received from any Taxing authority in connection with any Tax audit or Tax Proceedings with respect to any taxable period for which the other may have a liability under this Article VIIIVII; and (g) retain any books and records that could reasonably be expected to be necessary or useful in connection with PurchaserBuyer's or ParentSeller's preparation, as the case may be, of any Tax Return, or for any audit, examination, or Proceeding relating to Taxes. Such books and records shall be retained until the expiration of one (1) year after the applicable statute of limitations (including extensions thereof to the extent the party has been notified thereof); provided, however, that in the event of an -41- audit, examination, investigation or Proceeding has been instituted prior to the expiration of the applicable statute of limitations (or in the event of any claim under this Agreement), the books and records shall be retained until there is a final determination thereof (and the time for any appeal has expired).

Assistance and Cooperation. Indirect ParentAfter the Closing Date, Second Intermediary each of Seller -------------------------- Parent, First Intermediary Parent and Parent as one party and Purchaser as the other (and their respective Affiliates) shall at their own expenseshall: (ai) assist Provide reasonable assistance to the other party in preparing any Tax Returns which such other party is responsible for preparing and filing in accordance with this Article VIIISection 2.8; (bii) cooperate Cooperate fully in preparing for any audits of, or disputes with Taxing Tax authorities regarding, any Tax Returns relating with respect to the CompanyTransferred Assets or income therefrom, the liabilities assumed by Purchaser hereunder or payments in respect thereof, or the operation of the Branch Offices; (ciii) make Make available to the other and to any Taxing taxing authority as reasonably requested all relevant information, records, and documents relating to Taxes concerning with respect to the CompanyTransferred Assets or income therefrom, the liabilities assumed by Purchaser hereunder or payments in respect thereof, or the operation of the Branch Offices; (div) make available to the other and to any Taxing authority as reasonably requested employees and independent auditors to provide explanations and additional information relating to Taxes concerning the Company; (e) provide Provide timely notice to the other in writing of any pending or threatened proposed Tax audits, audits (with copies of all relevant correspondence received from any Tax authority in connection with any Tax audit or information request) or assessments or Tax Proceedings with respect to the Company Transferred Assets or income therefrom, the liabilities assumed by Purchaser hereunder or payments in respect thereof, or the operation of the Branch Offices, for taxable periods for which the other may have a liability under this Article VIIISection 2.8; (fv) furnish Furnish the other with copies of all relevant correspondence received from any Taxing Tax authority in connection with any Tax audit or Tax Proceedings information request with respect to any taxable period for which the other may have a liability under this Article VIIIreferred to in subsection (iv) above; and (gvi) retain any books and records that could reasonably be expected to be necessary If requesting assistance or useful cooperation from the other party, bear the other party's out-of-pocket expenses in connection complying with Purchaser's or Parent's preparation, as the case may be, of any Return, or for any audit, examination, or Proceeding relating to Taxes. Such books and records shall be retained until the expiration of the applicable statute of limitations (including extensions thereof such request to the extent the that those expenses are attributable to fees and other costs of unaffiliated third-party has been notified thereof)service providers; provided, however, that in the event of an -41- audit, examination, investigation or Proceeding has been instituted ------------------ such other party shall obtain a quotation from any such third-party service providers prior to engagement and obtain approval thereof from the expiration of the applicable statute of limitations (or in the event of any claim under this Agreement), the books and records shall be retained until there is a final determination thereof (and the time for any appeal has expired)party requesting assistance.

Assistance and Cooperation. Indirect ParentAfter the Closing Date, Second Intermediary -------------------------- Parent, First Intermediary Parent each of the Seller Indemnitors and Parent as one party and the Purchaser as the other shall (and shall cause their respective Affiliates) shall at their own expense:Affiliates to): (ai) timely sign and deliver such certificates or forms as may be necessary or appropriate to establish an exemption from (or otherwise reduce), or file Tax Returns or other reports with respect to, Transfer Taxes; (ii) assist the other party in preparing any Tax Returns which such other party is responsible for preparing and and/or filing in accordance with Section 5.03(b) and the Selling Entities shall deliver (or shall cause to be delivered) to the Purchaser (or to an Affiliate of the Purchaser as designated by the Purchaser) (including for purposes of this Article VIIIsentence, the Purchaser's tax advisors), as soon as practicable after the Purchaser's request, such information and data (as are reasonably available concerning any Tax attributes allocated to the Purchased Entities that are reasonably necessary in order to enable the Purchaser to complete and file (or cause to be completed and filed) all Tax Returns described in Section 5.03(b) it may be required to file (or cause to be filed) with respect to the activities of any Purchased Entity, from and after the Closing Date; (biii) cooperate fully in any reasonably requested manner in preparing for any audits of, or disputes with Taxing taxing authorities regarding, any Tax Returns relating to of any Purchased Entity and consult with the Companyother party and its counsel in connection with audits and proceedings where it is representing any Purchased Entity; (civ) make available to the other party and to any Taxing authority Governmental Authority, as reasonably requested by such other party in connection with any Tax Return described in Section 5.03(b) for which the requesting party is responsible for filing pursuant to Section 5.03(b) or any proceeding described in Section 5.03(c) all information, records, and documents information relating to Taxes concerning the Companythereto; (dv) make available to the other and to provide any Taxing authority as reasonably requested employees and independent auditors to provide explanations and additional information relating to Taxes concerning the Companyrequired powers of attorney; (e) provide timely notice to the other in writing of any pending or threatened Tax audits, assessments or Tax Proceedings with respect to the Company for taxable periods for which the other may have a liability under this Article VIII; (fvi) furnish the other one another with copies of all correspondence received from any Taxing authority Governmental Authority in connection with any Tax audit or Tax Proceedings information request with respect to any Tax Return described in Section 5.03(b) or any proceeding described in Section 5.03(f) and retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Purchased Entities for each taxable period first ending after the Closing Date and for which the other may have a liability under this Article VIII; and (g) retain any books and records that could reasonably be expected to be necessary or useful in connection with Purchaser's or Parent's preparation, as the case may be, of any Return, or for any audit, examination, or Proceeding relating to Taxes. Such books and records shall be retained all prior taxable periods until the expiration of the applicable statute of limitations (including of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions thereof except to the extent notified in writing of such extensions for the party has been notified thereof)respective taxable periods; and (vii) assist each other in the filing of any Tax Return including amended Tax Returns or any other claims for refund of Taxes as may be reasonably requested by the other party; provided, however, that in any reasonable out of pocket costs incurred by the event non-requesting party as a result of an -41- audit, examination, investigation or Proceeding has been instituted prior to the expiration of the applicable statute of limitations (or in the event of any claim under this Agreement), the books and records such request shall be retained until there is a final determination thereof (and borne by the time for any appeal has expired)requesting party.

Assistance and Cooperation. Indirect ParentAfter the Closing Date, Second Intermediary -------------------------- Parenteach of Seller and Buyer shall, First Intermediary Parent and Parent as one party and Purchaser as the other (and their respective Affiliates) shall at their own expensecause its controlled Affiliates to: (a) assist provide the other party in preparing any information relating to the Acquired Companies, the Business or the Transferred Assets within its possession that is reasonably necessary for such other party to prepare any Tax Returns relating to the Acquired Companies, the Business or the Transferred Assets which such other party is responsible for preparing and filing in accordance with this Article VIIIfiling; (b) reasonably cooperate fully in preparing for any audits of, or disputes with Taxing authorities Tax Authorities regarding, any Tax Returns to the extent relating to the CompanyAcquired Companies, the Business or the Transferred Assets; (c) make available to the other and to any Taxing authority Tax Authority as reasonably requested all information, records, records and documents (other than Excluded Books and Records) relating to Taxes concerning of the CompanyAcquired Companies, the Business or the Transferred Assets within its possession; (d) make available to the other and to any Taxing authority as reasonably requested employees and independent auditors to provide explanations and additional information relating to Taxes concerning the Company; (e) provide timely notice to the other in writing of any pending or threatened Tax audits, assessments or Tax Proceedings with respect to the Company for taxable periods for which the other may have a liability under this Article VIII; (f) furnish the other with copies of all correspondence received from any Taxing authority Tax Authority in connection with any Tax audit or Tax Proceedings information request relating solely to the Acquired Companies, the Business or the Transferred Assets with respect to any taxable period for which the other may have a liability under this Article VIIIAgreement; (e) with respect to Buyer and its Affiliates, reasonably cooperate in the preparation and reporting of financial statements or regulatory filings of Seller and its Representatives, including affording or causing to be afforded to Seller and its Representatives reasonable access, upon reasonable notice during normal business hours, to all the personnel, properties, books, Contracts, commitments, Tax Returns, records and financial, operating and other data of the Acquired Companies or of the Business in furtherance of the foregoing; and (gf) retain any books and records that could timely provide the other powers of attorney or similar authorizations reasonably be expected necessary to be necessary or useful in connection with Purchaser's or Parent's preparation, as carry out the case may be, purposes of any Return, or for any audit, examination, or Proceeding relating to Taxes. Such books and records shall be retained until the expiration of the applicable statute of limitations (including extensions thereof to the extent the party has been notified thereof); provided, however, that in the event of an -41- audit, examination, investigation or Proceeding has been instituted prior to the expiration of the applicable statute of limitations (or in the event of any claim under this Agreement), the books and records shall be retained until there is a final determination thereof (and the time for any appeal has expired).Article X.

Assistance and Cooperation. Indirect ParentSeller, Second Intermediary -------------------------- Parentthe Buyer, First Intermediary Parent and Parent as one party and Purchaser as the other (and their respective Affiliates, and the Company and the Subsidiaries shall cooperate (and shall use their commercially reasonable efforts to cause their Affiliates to cooperate) shall at their own expense: (a) assist the with each other party and with each other’s agents, including accounting firms and legal counsel, in preparing any Returns which such other party is responsible for preparing and filing in accordance connection with this Article VIII; (b) cooperate fully in preparing for any audits of, or disputes with Taxing authorities regarding, any Returns Tax matters relating to the Company; Company and the Subsidiaries, including (ci) make available to preparation and filing of Tax Returns, (ii) determining the other liability and to amount of any Taxing authority as reasonably requested all information, recordsTaxes due, and the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. The Parties shall retain all Tax Returns, schedules and work papers, and all material records and other documents relating to Taxes concerning the Company; (d) make available to the other and to any Taxing authority as reasonably requested employees and independent auditors to provide explanations and additional information relating to Taxes concerning the Company; (e) provide timely notice to the other in writing of any pending or threatened Tax auditsthereto, assessments or Tax Proceedings with respect to the Company for taxable periods for which the other may have a liability under this Article VIII; (f) furnish the other with copies of all correspondence received from any Taxing authority in connection with any Tax audit or Tax Proceedings with respect to any taxable period for which the other may have a liability under this Article VIII; and (g) retain any books and records that could reasonably be expected to be necessary or useful in connection with Purchaser's or Parent's preparation, as the case may be, of any Return, or for any audit, examination, or Proceeding relating to Taxes. Such books and records shall be retained until the expiration of the applicable statute of limitations (including extensions thereof including, to the extent the party has been notified by any Party, any extensions thereof); provided, however, that in the event of an -41- audit, examination, investigation or Proceeding has been instituted prior to the expiration ) of the applicable statute of limitations (taxable period to which such Tax Returns and other documents and information relate or in until the event final determination of any claim controversy with respect to such taxable period and until the final determination of any payments that may be required with respect to such taxable period under this Agreement). Each of the Parties shall also make available to the other Parties, as reasonably requested and available, personnel (including officers, directors, employees and agents) responsible for preparing, maintaining, and interpreting information and providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. At Seller’s request, the books Buyer shall cause any of the Company and records its subsidiaries to make or join with Seller in making any election (“Non Adverse Election”) if the making of such election does not subject to any unreimbursed cost, or otherwise does not have an adverse impact on, the Buyer or the Company and the subsidiaries. At Buyer’s request, Seller and its subsidiaries (including LMDS Holdings) shall make or join with Buyer in making any Non Adverse Election, if the making of such election does not subject Seller or any of its subsidiaries (including LMDS Holdings) to any unreimbursed cost, or otherwise does not have an adverse impact on the Seller or any of its subsidiaries (including LMDS Holdings). Seller shall, at the request of and to the extent requested by Buyer, make the apportionment elections pursuant to Treasury Regulation Section 1.1502-95(c) with respect to the items described therein; provided that a consolidated Section 382 limitation shall be retained until there is a final determination thereof (allocated to the Seller and its subsidiaries in proportion to the time for any appeal has expired)items potentially subject to such limitation attributable to the Seller and its subsidiaries.

Assistance and Cooperation. Indirect Parent(a) After the Closing Date, Second Intermediary -------------------------- Parent, First Intermediary Parent each of Seller and Parent as one party and Purchaser as the other (and their respective Affiliates) shall at their own expenseBuyer shall: (ai) to the extent reasonably requested, assist (and cause their respective Affiliates to assist) the other party in preparing any Tax Returns or reports which such other party is responsible for preparing and filing in accordance with this Article VIIIV; (bii) to the extent reasonably requested, cooperate fully in preparing for any audits of, or disputes with Taxing taxing authorities regarding, any Returns relating to the CompanyTax returns of LKC, SGI or Seller; (ciii) make available to the other and to any Taxing taxing authority as reasonably requested all information, records, records and documents relating to Taxes concerning the Companyof LKC, SGI or Seller; (d) make available to the other and to any Taxing authority as reasonably requested employees and independent auditors to provide explanations and additional information relating to Taxes concerning the Company; (eiv) provide timely notice to the other in writing of any pending or threatened Tax auditstax audits or assessments of LKC, assessments SGI or Tax Proceedings with respect to the Company Seller for taxable periods for which the other may have a liability under this Article VIII;V; and (fv) furnish the other with copies of all correspondence received from any Taxing taxing authority in connection with any Tax tax audit or Tax Proceedings information request with respect to any such taxable period for which the other may have a liability under this Article VIII; andperiod. (gb) retain any books Within 180 days after the Closing Date, Buyer and LKC shall use their best efforts to supply Seller with all accounting and tax records that could reasonably be expected of LKC, SGI and Seller necessary to be necessary or useful in connection with Purchaser's or Parent's preparationsufficiently document the federal and state tax attributes retained by Seller, as the case may be, of any Return, or SGI and LKC for any audit, examination, or Proceeding relating to Taxesall relevant Pre-Closing Tax Periods. Such books These accounting and tax records shall include, but not necessarily be retained until the expiration of the applicable statute of limitations (including extensions thereof to the extent the party has been notified thereof); providedlimited to, howeverfederal and state tax returns, that in the event of an -41- audit, examination, investigation or Proceeding has been instituted prior to the expiration of the applicable statute of limitations (or in the event of any claim under this Agreement), the books audited financial statements and records general ledgers for 1983-1996. Seller shall be retained until there is a final determination thereof (and the time for any appeal has expired).provide a

Assistance and Cooperation. Indirect ParentSeller, Second Intermediary -------------------------- Parentthe Buyer, First Intermediary Parent and Parent as one party and Purchaser as the other (and their respective Affiliates, and the Company and the Subsidiaries shall cooperate (and shall use their commercially reasonable efforts to cause their Affiliates to cooperate) shall at their own expense: (a) assist the with each other party and with each other's agents, including accounting firms and legal counsel, in preparing any Returns which such other party is responsible for preparing and filing in accordance connection with this Article VIII; (b) cooperate fully in preparing for any audits of, or disputes with Taxing authorities regarding, any Returns Tax matters relating to the Company; Company and the Subsidiaries, including (ci) make available to preparation and filing of Tax Returns, (ii) determining the other liability and to amount of any Taxing authority as reasonably requested all information, recordsTaxes due, and the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. The Parties shall retain all Tax Returns, schedules and work papers, and all material records and other documents relating to Taxes concerning the Company; (d) make available to the other and to any Taxing authority as reasonably requested employees and independent auditors to provide explanations and additional information relating to Taxes concerning the Company; (e) provide timely notice to the other in writing of any pending or threatened Tax auditsthereto, assessments or Tax Proceedings with respect to the Company for taxable periods for which the other may have a liability under this Article VIII; (f) furnish the other with copies of all correspondence received from any Taxing authority in connection with any Tax audit or Tax Proceedings with respect to any taxable period for which the other may have a liability under this Article VIII; and (g) retain any books and records that could reasonably be expected to be necessary or useful in connection with Purchaser's or Parent's preparation, as the case may be, of any Return, or for any audit, examination, or Proceeding relating to Taxes. Such books and records shall be retained until the expiration of the applicable statute of limitations (including extensions thereof including, to the extent the party has been notified by any Party, any extensions thereof); provided, however, that in the event of an -41- audit, examination, investigation or Proceeding has been instituted prior to the expiration ) of the applicable statute of limitations (taxable period to which such Tax Returns and other documents and information relate or in until the event final determination of any claim controversy with respect to such taxable period and until the final determination of any payments that may be required with respect to such taxable period under this Agreement). Each of the Parties shall also make available to the other Parties, as reasonably requested and available, personnel (including officers, directors, employees and agents) responsible for preparing, maintaining, and interpreting information and providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. At Seller's request, the books Buyer shall cause any of the Company and records its subsidiaries to make or join with Seller in making any election ("Non Adverse Election") if the making of such election does not subject to any unreimbursed cost, or otherwise does not have an adverse impact on, the Buyer or the Company and the subsidiaries. At Buyer's request, Seller and its subsidiaries (including LMDS Holdings) shall make or join with Buyer in making any Non Adverse Election, if the making of such election does not subject Seller or any of its subsidiaries (including LMDS Holdings) to any unreimbursed cost, or otherwise does not have an adverse impact on the Seller or any of its subsidiaries (including LMDS Holdings). Seller shall, at the request of and to the extent requested by Buyer, make the apportionment elections pursuant to Treasury Regulation Section 1.1502-95(c) with respect to the items described therein; provided that a consolidated Section 382 limitation shall be retained until there is a final determination thereof (allocated to the Seller and its subsidiaries in proportion to the time for any appeal has expired)items potentially subject to such limitation attributable to the Seller and its subsidiaries.

Assistance and Cooperation. Indirect ParentAfter the Closing Date, Second Intermediary -------------------------- Parenteach of Seller and Buyer shall, First Intermediary Parent and Parent as one party and Purchaser as the other (and their respective Affiliates) shall at their own expensecause its controlled Affiliates to use reasonable commercial efforts to: (a) assist provide the other party in preparing any information relating to the Acquired Companies, the Business or the Transferred Assets within its possession that is reasonably necessary for such other party to prepare any Tax Returns relating to the Acquired Companies, the Business or the Transferred Assets which such other party is responsible for preparing and filing in accordance with this Article VIIIfiling; (b) reasonably cooperate fully in preparing for any audits of, or disputes with Taxing authorities Tax Authorities regarding, any Tax Returns to the extent relating to the CompanyAcquired Companies, the Business or the Transferred Assets; (c) make available to the other and to any Taxing authority Tax Authority as reasonably requested all information, records, records and documents (other than Excluded Books and Records) relating to Taxes concerning of the Company;Acquired Companies, the Business or the Transferred Assets within its possession; and (d) make available to the other and to any Taxing authority as reasonably requested employees and independent auditors to provide explanations and additional information relating to Taxes concerning the Company; (e) provide timely notice to the other in writing of any pending or threatened Tax audits, assessments or Tax Proceedings with respect to the Company for taxable periods for which the other may have a liability under this Article VIII; (f) furnish the other with copies of all correspondence received from any Taxing authority Tax Authority in connection with any Tax audit or Tax Proceedings information request relating solely to the Acquired Companies, the Business or the Transferred Assets with respect to any taxable period for which the other may have a liability under this Article VIIIAgreement; (e) with respect to Buyer and its Affiliates, reasonably cooperate in the preparation and reporting of financial statements or regulatory filings of Seller and its Representatives, including affording or causing to be afforded to Seller and its Representatives reasonable access, upon reasonable notice during normal business hours, to such personnel, properties, books, Contracts, commitments, Tax Returns, records and financial, operating and other data of the Acquired Companies or of the Business as Seller may reasonably request in furtherance of the foregoing; and (gf) retain any books and records that could timely provide the other powers of attorney or similar authorizations reasonably be expected necessary to be necessary or useful carry out the purposes of this Article X, in connection with Purchaser's or Parent's preparation, as the case may be, each of any Return, or for any audit, examination, or Proceeding relating to Taxes. Such books and records shall be retained until the expiration of the applicable statute of limitations Section 10.04 (including extensions thereof to the extent the party has been notified thereof); provided, however, that in the event of an -41- audit, examination, investigation or Proceeding has been instituted prior to the expiration of the applicable statute of limitations (or in the event of any claim under this Agreementa)-(d), at the books and records shall be retained until there is a final determination thereof (and the time for any appeal has expired)requesting party’s expense.

Assistance and Cooperation. Indirect Parent(i) The Stockholder Representative and the Parent agree to furnish or cause to be furnished to each other, Second Intermediary -------------------------- Parentupon request, First Intermediary Parent as promptly as practicable, such information (including access to books and Parent as one party records) and Purchaser as the other (and their respective Affiliates) shall at their own expense: (a) assist the other party in preparing any Returns which such other party is responsible for preparing and filing in accordance with this Article VIII; (b) cooperate fully in preparing for any audits of, or disputes with Taxing authorities regarding, any Returns assistance relating to the Company;Group Companies as is reasonably requested and reasonably necessary for the filing of any Tax Returns, the preparation, prosecution, defense or conduct of any Tax dispute or audit and the verification of any amounts due (or withheld) pursuant to this Section 6.08. (cii) make available The Stockholder Representative and the Parent shall reasonably cooperate with each other in the conduct of any Tax dispute or audit involving or otherwise relating to the other determination of the amount of any refunds of Pre-Closing Taxes payable in respect of the Transaction Deductions, and to any Taxing authority as reasonably requested all information, records, defend and documents relating to Taxes concerning assert the Company; position that such Transaction Deductions are deductible (d) make available to the other and extent contemplated by this Agreement), in the event that a Tax Return giving rise to any Taxing authority as reasonably requested employees and independent auditors to provide explanations and additional information relating to Taxes concerning the Company; (e) provide timely notice such refunds has been audited or disputed prior to the other in writing of any pending or threatened Tax audits, assessments or Tax Proceedings with respect payment thereof to the Company for taxable periods for which Parent by the other may have a liability under this Article VIII; (f) furnish the other with copies of all correspondence received from any Taxing authority in connection with any Tax audit or Tax Proceedings with applicable Governmental Entity. With respect to any taxable period for which the other may have a liability under this Article VIII; and (g) retain any books and records Tax dispute or audit that could reasonably be expected to impact a Pre-Closing Refund, Parent shall (1) keep the Stockholder Representative informed as to the progress of any Tax dispute or audit in a timely manner, (2) promptly provide copies of all correspondence or other documents relating to such Tax dispute or audit to the Stockholder Representative, (3) promptly provide notice of any scheduled meetings (whether telephonic or in person) with any Tax authority and permit the Stockholder Representative, at the Stockholder Representative 's expense, to attend and participate in such meetings and (4) allow the Stockholder Representative to participate in any other proceeding with respect to such Tax dispute or audit at Stockholder Representative’s own cost and expense. Any information obtained under this Section 6.08(d) shall be kept confidential, except as may be otherwise be required under applicable Law or necessary or useful in connection with Purchaser's or Parent's preparation, as the case may be, filing of any Return, or for any audit, examination, or Proceeding relating to Taxes. Such books and records shall be retained until the expiration of the applicable statute of limitations (including extensions thereof to the extent the party has been notified thereof); provided, however, that in the event of an -41- audit, examination, investigation or Proceeding has been instituted prior to the expiration of the applicable statute of limitations (Tax Returns or in the event conduct of any claim under this Agreement), the books and records shall be retained until there is a final determination thereof (and the time for any appeal has expired)Tax dispute or audit.

Assistance and Cooperation. Indirect ParentAfter the Closing Date, Second Intermediary -------------------------- Parent, First Intermediary Parent and Parent as one party and Purchaser as the other (and their respective Affiliates) shall at their own expense: (a) assist the other party in preparing any Returns which such other party is responsible for preparing and filing in accordance with this Article VIII; (b) cooperate fully in preparing for any audits of, or disputes with Taxing authorities regarding, any Returns relating to the Company; (c) make available to the other and to any Taxing authority as reasonably requested all information, records, and documents relating to Taxes concerning the Company; (d) make available to the other and to any Taxing authority as reasonably requested employees and independent auditors to provide explanations and additional information relating to Taxes concerning the Company; (e) provide timely notice to the other in writing of any pending or threatened Tax audits, assessments or Tax Proceedings with respect to the Company for taxable periods for which the other may have a liability under this Article VIII; (f) furnish the other with copies of all correspondence received from any Taxing authority in connection with any Tax audit or Tax Proceedings with respect to any taxable period for which the other may have a liability under this Article VIII; and (g) retain any books and records that could reasonably be expected to be necessary or useful in connection with Purchaser's or Parent's preparation, as the case may be, of any Return, or for any audit, examination, or Proceeding relating other proceeding with respect to Taxes. Such books and records Taxes (“Tax Proceeding”) for which Seller is or may be liable pursuant to this Agreement, Buyer shall be retained until the expiration inform Seller within ten (10) fifteen (15) days of the applicable statute receipt by Buyer of limitations (including extensions thereof any notice of such Tax Proceeding, and shall afford Seller, at Seller’s expense, the opportunity to control the conduct of such Tax Proceedings to the extent the party has been notified thereof); provided, however, that in the event of an -41- audit, examination, investigation or Proceeding has been instituted prior (and solely to the expiration extent) that such Tax Proceeding relates to taxes for which Seller may be liable; provided that any failure of Buyer to so notify Seller within such fifteen (15) day period shall have no effect on Seller’s indemnity obligations set out herein except to the applicable statute extent Seller was substantially disadvantaged by such delay in delivery notice of limitations such claim. Buyer shall execute or cause to be executed powers of attorney or other documents necessary to enable Seller to take all actions desired by Seller with respect to such Tax Proceeding to the extent (or in and solely to the event extent) such Tax Proceeding may affect the amount of Taxes for which Seller is liable pursuant to this Agreement. Seller shall have the right to control any such Tax Proceedings and to initiate any claim under this Agreement)for refund, file any amended return, or take any other action which it deems appropriate with respect to such Taxes; provided that Seller shall not settle or otherwise agree to any arrangement with any taxing authority without the books and records prior written consent of Buyer, which shall not be retained until there is a final determination thereof (and the time for any appeal has expired).unreasonably withheld..

Assistance and Cooperation. Indirect ParentAfter the Closing Date, Second Intermediary -------------------------- Parenteach of the Company Equityholders and the Equityholder Representative, First Intermediary Parent on the one hand, and Parent as one party and Purchaser as the Purchaser, on the Table of Contents other hand, shall (and cause their respective AffiliatesAffiliates to) shall at their own expense: (ai) reasonably assist the other party or parties in preparing connection with the preparation of any Tax Returns which such other party is responsible for preparing and filing in accordance with this Article VIII; Section 7.2; (bii) reasonably cooperate fully in preparing for or conducting any audits of, or disputes with Taxing authorities Tax Authorities regarding, any Taxes or Tax Returns relating to of the Company; ; (ciii) make available to the other and to any Taxing authority as reasonably requested all relevant information, records, and documents documents, and employees on a mutually convenient basis to provide additional information and explanation of any such materials, relating to Taxes concerning the Company; (d) make available to the other and to any Taxing authority as reasonably requested employees and independent auditors to provide explanations and additional information relating to Taxes concerning the Company; (e) provide timely notice to the other in writing of any pending or threatened Tax audits, assessments or Tax Proceedings with respect to the Company for taxable periods for which the other may have a liability under this Article VIII; applicable Tax Return and audit period; (fiv) furnish the other with copies of all relevant correspondence received from any Taxing authority Tax Authority in connection with any Tax audit or Tax Proceedings information request with respect to any such relevant taxable period for which period; (v) timely sign and deliver such certificates or forms as may be reasonably necessary or appropriate to establish an exemption from (or otherwise reduce), or file Tax Returns or other reports with respect to, Transfer Taxes; and (vi) timely provide to the other may have a liability under powers of attorney or similar authorizations necessary to carry out the purposes of this Article VIII; and Section 7. Each party (gwith respect to the Equityholder Representative, to the extent in its possession) shall retain any books all Tax Returns, schedules and work papers, and all material records that could reasonably be expected to be necessary or useful in connection with Purchaser's or Parent's preparation, as the case may be, of any Return, or for any audit, examination, or Proceeding and other documents relating to Taxes. Such books and records shall be retained Tax matters of the Company until the later of (A) the expiration of the applicable statute of limitations for the Tax periods to which the Tax Returns and other documents relate or (including extensions thereof B) seven (7) years following the due date (without extension) for such Tax Returns. Thereafter, the applicable party shall provide written notice to the extent the other party has been notified thereof); provided, however, that in the event of an -41- audit, examination, investigation or Proceeding has been instituted prior to the expiration of the applicable statute of limitations (or in the event disposition by it of any claim under information, records or documents described in this Agreement)Section 7.4 and allow such other party to obtain such information, the books records and records shall be retained until there is a final determination thereof documents within thirty (and the time for any appeal has expired)30) days of such notice.

Assistance and Cooperation. Indirect Parent, Second Intermediary -------------------------- Parent, First Intermediary Parent Each of the Shareholders and Parent as one party and Purchaser as the other Presstek (and their respective Affiliates) shall shall, with respect to items (a) and (b) below, at the expense of the requesting party, otherwise at their own expense: (a) assist the other party in preparing any Returns Tax returns which such other party is responsible for preparing and filing in accordance with this Article VIIIAgreement; (b) cooperate fully in preparing for any audits of, or disputes with Taxing authorities regarding, any Returns Tax returns relating to SDK or Precision or the CompanySubsidiaries; (c) make available to the other and to any Taxing authority as reasonably requested all information, records, and documents relating to Taxes concerning SDK and/or Precision or the CompanySubsidiaries; (d) make available to the other and to any Taxing authority as reasonably requested employees and independent auditors to provide explanations and additional information relating to Taxes concerning SDK and/or Precision or the CompanySubsidiaries; (e) provide timely notice to the other in writing of any pending or threatened Tax audits, assessments or Tax Proceedings proceedings with respect to SDK and/or Precision or the Company Subsidiaries for taxable periods for which the other may have a liability under this Article VIIIAgreement; (f) furnish the other with copies of all correspondence received from any Taxing authority in connection with any Tax audit or Tax Proceedings proceedings with respect to any taxable period for which the other may have a liability under this Article VIIIAgreement; and (g) retain any books and records that could reasonably be expected to be necessary or useful in connection with PurchaserPresstek's or Parent's preparation, as the case may be, preparation of any ReturnTax returns, or for any audit, examination, or Proceeding proceeding relating to Taxes. Such books and records shall be retained until the expiration of the applicable statute of limitations (including extensions thereof to the extent the party has been notified thereof); provided, however, that in the event of an -41- audit, examination, investigation or Proceeding proceeding has been instituted prior to the expiration of the applicable statute of limitations (or in the event of any claim under this Agreement), the books and records shall be retained until there is a final determination thereof (and the time for any appeal has expired).

Assistance and Cooperation. Indirect Parent, Second Intermediary -------------------------- Parent, First Intermediary Parent and Parent as one party and Purchaser as the other (and their respective Affiliates) shall at their own expense: (a) After the Closing, Purchaser and Seller shall (i) reasonably assist (and cause their respective Affiliates to reasonably assist) the other party in preparing and filing any Tax Returns which that such other party is responsible for preparing and filing in accordance with this Article VIII; preparing, (bii) reasonably cooperate fully in preparing for any audits of, or disputes or other proceedings with Taxing authorities regardingany Tax Authority or with respect to any matters with respect to, any Returns Taxes of or relating to the Company; Company or the Company Subsidiaries and (ciii) make available to the other party and to any Taxing authority Tax Authority as reasonably requested all information, records, and documents relating to Taxes concerning the Company; (d) make available Tax matters of or relating to the other Company or the Company Subsidiaries. In addition, Seller and to any Taxing authority as Purchaser shall make themselves (and their respective employees) reasonably requested employees and independent auditors available, on a mutually convenient basis, to provide explanations of any documents or information provided under this Section 7.6. Each party shall keep any information obtained under this Section 7.6 confidential except (x) as may be necessary in connection with the filing of Tax Returns or the conduct of any Tax Proceeding or (y) with the consent of the other party. (b) Seller and additional information Purchaser will retain all Tax Returns, schedules and work papers and all material records (whether paper, electronic or other format) or other documents or electronic data in its possession (or in the possession of their respective Affiliates) relating to Taxes concerning the Company; (e) provide timely notice to the other in writing of any pending or threatened Tax audits, assessments or Tax Proceedings with respect matters relevant to the Company and the Company Subsidiaries for taxable periods for which the other may have a liability under this Article VIII; Pre-Closing and Straddle Periods until the later of (fi) furnish the other with copies of all correspondence received from any Taxing authority in connection with any Tax audit or Tax Proceedings with respect to any taxable period for which the other may have a liability under this Article VIII; and (g) retain any books and records that could reasonably be expected to be necessary or useful in connection with Purchaser's or Parent's preparation, as the case may be, of any Return, or for any audit, examination, or Proceeding relating to Taxes. Such books and records shall be retained until the expiration of the applicable statute of limitations (including extensions thereof to the extent the party has been notified thereof); provided, however, that in the event of an -41- audit, examination, investigation or Proceeding has been instituted prior to the expiration of the applicable statute taxable periods to which such Tax Returns and other documents relate, taking into account all extensions thereof, or (ii) six years following the Due Date for such Tax Returns. After such time, before Seller or Purchaser dispose of limitations any such documents in its possession (or in the event possession of any claim under this Agreementits respective Affiliates), the books and records other party shall be retained until there is a final determination thereof given the opportunity, after 30 days’ prior written notice, to remove and retain all or any part of such documents as such other party may select (and the time for any appeal has expiredat such other party’s expense).

Assistance and Cooperation. Indirect ParentWithin sixty (60) days after the receipt of a customary package of Tax information materials from TRW, Second Intermediary -------------------------- ParentBuyer shall provide to TRW a package of Tax information materials, First Intermediary Parent including schedules and Parent as one party work papers required by TRW to enable TRW to prepare and Purchaser as file all Tax Returns required to be prepared and filed by it with respect to the Acquired Assets to the extent that TRW or any of the Asset Selling Subsidiaries has transferred the relevant books and records to Buyer in connection herewith. Buyer shall prepare such package in good faith in a manner consistent with TRW's past practice. After the Closing Date, each of TRW and Buyer shall (and shall cause their respective Affiliates to), at the reasonable request of the other party, (and their respective Affiliates) shall at their own expense: (ai) assist the other party in preparing and filing any Tax Returns, amended Tax Returns or refund claims which such other party is responsible for preparing and filing in accordance including Tax Returns and amended Tax Returns with this Article VIII; respect to the Acquired Assets, and (bii) cooperate fully with the other party in preparing for any audits of, or disputes with Taxing authorities any Tax Authority regarding, any Tax Returns relating to of TRW or its Affiliates, any of the Company; (c) make available to Aerospace Subsidiaries or their Affiliates or the Acquired Assets. Such assistance and cooperation shall include providing the other and to party and, at the direction of the other party, any Taxing authority as reasonably requested all informationTax Authority, recordswith copies (at the other party's expense) of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to Taxes concerning the Company; (d) rulings or other determinations by Tax Authorities. Each of TRW and Buyer shall make its employees available on a basis mutually convenient to both parties to provide explanations of any documents or information provided hereunder to the other party and, at the direction of the other party, any Tax Authority. In connection therewith, TRW and Buyer shall not dispose of any Tax work papers, books or records relating to any Taxing authority as reasonably requested employees and independent auditors to provide explanations and additional information relating to Taxes concerning of the Company; (e) provide timely notice to Aerospace Subsidiaries or the other in writing Acquired Assets until the later of any pending or threatened Tax audits, assessments or Tax Proceedings with respect to the Company for taxable periods for which the other may have a liability under this Article VIII; (f) furnish the other with copies of all correspondence received from any Taxing authority in connection with any Tax audit or Tax Proceedings with respect to any taxable period for which the other may have a liability under this Article VIII; and (g) retain any books and records that could reasonably be expected to be necessary or useful in connection with Purchaser's or Parent's preparation, as the case may be, of any Return, or for any audit, examination, or Proceeding relating to Taxes. Such books and records shall be retained until the expiration of the applicable six-year period following the Closing Date or expiration of the statute of limitations (including extensions thereof of the taxable period to which such Tax Returns and other documents relate, without regard to extensions, except to the extent notified by the other party has been notified thereof); providedin writing of such extensions for the respective Tax periods, howeverand thereafter shall give the other party reasonable written notice, that and the opportunity to take possession of any such items, before disposing of such items. Any information obtained under this Section 6.10(a) shall be kept confidential except as may be otherwise necessary in connection with the event filing of an -41- audit, examination, investigation Tax Returns or Proceeding has been instituted prior to the expiration of the applicable statute of limitations (claims for refund or in the event of any claim under this Agreement), the books and records shall be retained until there is a final determination thereof (and the time for any appeal has expired)conducting an audit or other Tax proceeding.

Assistance and Cooperation. Indirect Parent, Second Intermediary -------------------------- Parent, First Intermediary Parent and Parent as one party and Purchaser as the other (and their respective Affiliates) shall at their own expense: (a) assist the other party in preparing any Returns which such other party is responsible for preparing After Closing, Vendor and filing in accordance with this Article VIII;Purchaser shall (and shall cause their respective Affiliates to): (bi) cooperate fully in a timely manner in preparing for any audits of, or disputes with Taxing Tax authorities regarding, any Tax Returns relating to of any of the Company;Purchased Entities, (c) make available to the other and to any Taxing authority as reasonably requested all information, records, and documents relating to Taxes concerning the Company; (d) make available to the other and to any Taxing authority as reasonably requested employees and independent auditors to provide explanations and additional information relating to Taxes concerning the Company; (eii) provide timely notice to the other in writing of any pending or threatened Tax audits, audits or assessments of any of the Purchased Entities for taxation years or Tax Proceedings with other periods in respect to the Company for taxable periods for of which the other may have a liability an indemnification obligation under this Article VIII;11, (fiii) within 30 days of the receipt of a written request therefor, furnish the other with copies of all correspondence received from any Taxing Tax authority in connection with any Tax audit or Tax Proceedings information request with respect to any taxable period for taxation years or other periods in respect of which the other may have a liability an indemnification obligation under this Article VIII; 11, (iv) Purchaser will, after Purchaser has been afforded a reasonable opportunity to review such documents, grant a limited power of attorney to an individual designated by Vendor who will timely sign and deliver such certificates or forms as may be necessary or appropriate to establish an exemption from (or otherwise reduce), or file Tax Returns or other reports with respect to, Taxes described in Section 11.1, and (gv) use reasonable efforts to properly retain and maintain accounting and Tax records and information, consistent with Tax authority guidelines, to the extent such records and information relate to any books and records that could reasonably be expected to be necessary of the Purchased Entities or useful in connection with Purchaser's any of the Entity Assets or Parent's preparation, as other properties of the case may be, of any Return, or for any audit, examination, or Proceeding relating to Taxes. Such books and records shall be retained Business carried on by the Purchased Entities until the expiration of the applicable statute period outlined in Section 6.4(a)(i) to Section 6.4(a)(iv), as applicable, and promptly notify the other Party prior to destruction of limitations any such records or information and provide the other Party a reasonable opportunity to make and retain copies of any such records or information, provided however, nothing herein shall require Vendor or any of its Affiliates to deliver Tax Records or other Excluded Books and Records to Purchaser or any of its Affiliates (including extensions thereof the Purchased Entities). (b) Purchaser shall, and shall cause the Purchased Entities to, grant to Vendor or its Affiliates access at all reasonable times to all Books and Records delivered to Purchaser pursuant to Section 9.15 and all other records, information and documents (including without limitation work papers and correspondence with Tax authorities) relating to any of the Purchased Entities, the Entity Assets or the other properties of the Business carried on by the Purchased Entities, and shall afford Vendor (or its designees) the right (at Vendor’s expense) to take extracts therefrom and to make copies thereof, and to make same available to relevant Tax authorities, to the extent reasonably necessary to permit Vendor (or its designees) to prepare the party has been notified Tax Returns of Vendor or any of its Affiliates or the Tax Returns of the Purchased Entities for which Vendor is responsible, to conduct negotiations with Tax authorities and to investigate, prosecute or defend any Claims, including Tax Claims and including Claims arising between the Parties under Article 9. (c) Vendor shall grant to Purchaser access at all reasonable times to all Tax Records, (including without limitation work papers and correspondence with Tax authorities) relating to any of the Purchased Entities, the Entity Assets or the other properties of the Business carried on by the Purchased Entities, and shall afford Purchaser (or its designees) the right to take extracts therefrom and to make copies thereof); provided, howeverand to make same available to relevant Tax authorities, that in the event of an -41- audit, examination, investigation or Proceeding has been instituted prior to the expiration extent reasonably necessary to permit Purchaser (or its designees) to prepare the Tax Returns of Purchaser or any of its Affiliates or the Tax Returns of the applicable statute Purchased Entities for which Purchaser is responsible, to conduct negotiations with Tax authorities and to investigate, prosecute or defend any Claims, including Tax Claims and including Claims arising between the Parties under Article 9 and to meet its financial reporting obligations in preparing audited financial statements in accordance with U.S. GAAP. (d) Purchaser shall, and shall cause the Purchased Entities to, timely provide to Vendor or an Affiliate of limitations (Vendor designated by it, powers of attorney or in similar authorizations reasonably required to carry out the event intent and purpose of any claim under this Agreement), the books and records shall be retained until there is a final determination thereof (and the time for any appeal has expired)Article 11.

Assistance and Cooperation. Indirect ParentThe parties agree that, Second Intermediary -------------------------- Parent, First Intermediary Parent and Parent as one party and Purchaser as after the other (and their respective Affiliates) shall at their own expenseClosing Date: (a) assist Each party shall cooperate fully in assisting (and causing their respective Affiliates to assist) the other party in preparing any Tax Returns which that such other party is responsible for preparing and filing in accordance with this Article VIIIfiling; (b) The parties shall cooperate fully (and cause their respective Affiliates to cooperate fully) in preparing for any audits ofTax Audits, or disputes with Taxing authorities regardingTax Authorities, any Returns relating to any Tax Returns or Taxes on or with respect to the CompanyPurchased Assets or any of the Purchased Entities, including providing access to relevant books and records relating to Taxes at issue; (c) The parties shall make available (and cause their respective Affiliates to the make available) to each other and to any Taxing authority as reasonably requested all information, records, relevant books and documents records relating to Taxes concerning the CompanyTaxes; (d) make available to Each party shall promptly furnish the Tax Representative of the other and to party with copies of all relevant correspondence received by such party or its Affiliates from any Taxing authority as reasonably requested employees and independent auditors to provide explanations and additional information relating to Tax Authority in connection with any liability for Taxes concerning the Companyfor which such other party may have an indemnification obligation under this Agreement; (e) provide timely notice The Purchasers will retain (and will cause the Purchased Entities to the other in writing retain) copies of any pending or threatened all Tax audits, assessments or Tax Proceedings Returns and books and records with respect to the Company for taxable periods Taxes for which the other Sellers may have a liability an indemnification obligation under this Article VIII; (f) furnish the other with copies of all correspondence received from any Taxing authority in connection with any Tax audit or Tax Proceedings with respect to any taxable period for which the other may have a liability under this Article VIII; and (g) retain any books and records that could reasonably be expected to be necessary or useful in connection with Purchaser's or Parent's preparation, as the case may be, of any Return, or for any audit, examination, or Proceeding relating to Taxes. Such books and records shall be retained Agreement until the expiration of the applicable statute of limitations of the respective taxable periods to which such obligation may relate, and to abide by all record retention agreements entered into with any Tax Authority with respect thereto; and (including extensions thereof f) Except as otherwise provided in this Agreement, the party requesting assistance or cooperation shall bear the other party’s (or its Affiliates’) out-of-pocket expenses in complying with such request to the extent the that those expenses are attributable to fees and other costs of unaffiliated third-party has been notified thereof); provided, however, that in the event of an -41- audit, examination, investigation or Proceeding has been instituted prior to the expiration of the applicable statute of limitations (or in the event of any claim under this Agreement), the books and records shall be retained until there is a final determination thereof (and the time for any appeal has expired)service providers.

Assistance and Cooperation. Indirect ParentAfter the Closing Date, Second Intermediary -------------------------- Parent, First Intermediary Parent each of Repap and Parent as one party and Purchaser as the other Buyer shall: (i) assist (and cause their respective Affiliatesaffiliates to assist) shall at their own expense: (a) assist the other party in preparing any Tax Returns or reports which such other party is responsible for preparing and filing in accordance with this Article VIII; V; (bii) cooperate fully in preparing for any examinations, inquiries or audits of, or disputes with Taxing taxing authorities regarding, any Tax Returns relating to the Company; of Repap USA or its Subsidiaries or any tax refund claims filed by Repap; (ciii) make available to the other and to any Taxing taxing authority as reasonably requested all information, records, records and documents relating to Taxes concerning the Company; of Repap, Repap USA or its Subsidiaries; (d) make available to the other and to any Taxing authority as reasonably requested employees and independent auditors to provide explanations and additional information relating to Taxes concerning the Company; (eiv) provide timely notice to the other in writing of any pending or threatened Tax auditstax examinations, inquiries or audits or assessments of Repap USA or Tax Proceedings with respect to the Company its Subsidiaries for taxable periods for which the other may have a liability under this Article VIII; V; and (fv) furnish the other with copies of all correspondence received from any Taxing taxing authority in connection with any Tax tax examination, inquiry or audit or Tax Proceedings information request with respect to any such taxable period for which the other may have a liability under this Article VIII; and referred to in subsection (g) retain any books and records that could reasonably be expected to be necessary or useful in connection with Purchaser's or Parent's preparation, as the case may be, of any Return, or for any audit, examination, or Proceeding relating to Taxesiv). Such books and records shall be retained until the expiration of the applicable statute of limitations (including extensions thereof Section V.8 POST-CLOSING ACTIONS WHICH MAY AFFECT REPAP'S LIABILITY FOR TAXES. Except to the extent required by law, neither Buyer, Repap USA, its Subsidiaries, nor their Affiliates shall, without the party has been notified prior written consent of Repap, which shall not be unreasonably withheld, (i) amend any Tax Return filed by, or with respect to, Repap USA or any of its Subsidiaries for any taxable period, or portion thereof); provided, howeverbeginning before the Closing Date, that in or (ii) carryback any net operating loss, capital loss, excess foreign tax credit or other similar losses, deductions or credits derived with respect to any period beginning after the event Closing Date to any taxable year, or portion thereof, of an -41- audit, examination, investigation Repap USA or Proceeding has been instituted prior any of its Subsidiaries ending on or before the Closing Date. Such consent shall not be unreasonably withheld and shall not be necessary to the expiration of the applicable statute of limitations (extent that such amended returns or in the event of any claim under this Agreement), the books and records shall be retained until there is a final determination thereof (and the time carrybacks do not affect Repap's liability for any appeal has expired).Taxes. 11 12 Section V.9

Assistance and Cooperation. Indirect ParentAfter the Closing Date, Second Intermediary -------------------------- ParentSeller, First Intermediary Parent on the one hand, and Parent as one party and Purchaser as Buyer, on the other hand, shall (and shall cause their respective Affiliates) shall at their own expense: Affiliates to): (a) assist the other party Party in preparing and filing any Returns which Tax Return or report that such other party Party is responsible for preparing and filing in accordance with this Article VIII; IX; (b) cooperate fully in preparing for any audits audit of, or disputes dispute with Taxing taxing authorities regarding, any Returns relating to Tax Return of the Company; Company or any Company Subsidiary; (c) make available to the other and to any Taxing authority Tax Authority as reasonably requested all information, records, and documents relating to Taxes concerning of the Company; Company or the applicable Company Subsidiary; (d) make available to the other and to any Taxing authority as reasonably requested employees and independent auditors to provide explanations and additional information relating to Taxes concerning the Company; (e) provide timely notice to the other in writing of any pending or threatened Tax audits, assessments audit or Tax Proceedings with respect to assessment of the Company or any Company Subsidiary for taxable periods for which the other Party may have a liability under this Article VIII; IX; and (fe) furnish the other with copies of all correspondence received from any Taxing authority Tax Authority in connection with any Tax audit or Tax Proceedings with respect to any taxable period for which information request that may impact the other may have Party’s Tax liability or filing responsibilities, provided that the failure to provide such communication shall not relieve a liability Party from its obligations of indemnification under this Article VIII; and Agreement, unless the failure had a negative impact on the obligation to indemnify. In addition, Buyer has informed Seller that the Property LLCs must be held through affiliated REIT subsidiaries, and Seller shall (gand shall cause its Affiliates to) retain any books cooperate fully, as and records that could to the extent reasonably be expected to be necessary or useful requested by Buyer and Buyer’s Affiliates, in connection with Purchaser's or Parent's preparationthe implementation of such REIT structure and tax diligence relating to its post-Closing tax structuring, as the case may be, including providing information reasonably requested and making employees and representatives available on a mutually convenient basis to provide explanation of any Returnmaterial provided. Furthermore, or for Buyer has informed Seller that one of its indirect equity investors is subject to certain non-U.S. regulatory requirements, and Seller shall, prior to Closing, cooperate in amending the organizational documents of any auditCompany Subsidiary that is a limited liability company to cause it to be member-managed, examination, or Proceeding relating to Taxes. Such books if and records shall be retained until the expiration of the applicable statute of limitations (including extensions thereof to the extent the party has been notified thereof); provided, however, that requested by Buyer in the event of an -41- audit, examination, investigation or Proceeding has been instituted prior to the expiration of the applicable statute of limitations (or in the event of any claim under this Agreement), the books and records shall be retained until there is a final determination thereof (and the time for any appeal has expired)connection with such equity investor’s compliance with such regulatory requirements.

Assistance and Cooperation. Indirect Parent(a) After the Closing, Second Intermediary -------------------------- Parent, First Intermediary Parent the Purchaser and Parent each of the Partners (as one party and Purchaser as directed by the other (and their respective AffiliatesPurchaser) shall at their own expenseshall: (ai) assist not request an audit by any Tax authority which may result in an assessment or reassessment of Taxes of either of the other party Partners in preparing respect of any Returns which such other party is responsible for preparing and filing in accordance with this Article VIIIPrior Period; (bii) cooperate fully with the Seller in a timely manner in preparing for any audits of, or disputes with Taxing Tax authorities regarding, Prior Period Taxes or any Tax Returns relating to of either of the CompanyPartners for Prior Periods; (c) make available to the other and to any Taxing authority as reasonably requested all information, records, and documents relating to Taxes concerning the Company; (d) make available to the other and to any Taxing authority as reasonably requested employees and independent auditors to provide explanations and additional information relating to Taxes concerning the Company; (e) provide timely notice to the other in writing of any pending or threatened Tax audits, assessments or Tax Proceedings with respect to the Company for taxable periods for which the other may have a liability under this Article VIII; (fiii) furnish the other Seller with copies of all correspondence received from any Taxing authority Tax authority, within five (5) Business Days of the receipt thereof, in connection with any Tax audit or Tax Proceedings information request with respect to any taxable period for which Prior Period; (iv) timely sign and deliver to the Seller such certificates or forms as may be necessary or appropriate to establish an exemption from (or otherwise reduce), or file Tax Returns or other may have a liability under this Article VIIIreports with respect to, Prior Period Taxes; and (gv) properly retain and maintain Tax Data and other accounting and Tax records and information of each of the Partners relating to Prior Periods or that otherwise might be useful in contesting any books Tax Claim, consistent with Tax authority guidelines, until the later of the expiration of all applicable limitation periods under applicable Tax Legislation and records the settlement or other final disposition of all Tax Claims; provided that could failure by the Purchaser to comply with these matters will not relieve the Seller from the obligation to indemnify the Purchaser, unless the failure materially prejudices the ability of the Seller to exercise its rights under Section 12.04(b) with respect to a Tax Claim. (b) The Purchaser shall, and shall cause each of the Partners to, grant to the Seller access at all reasonable times to all books, records, information and documents (including without limitation working papers and correspondence with Tax authorities) relating to each of the Partners and its properties, and shall afford the Seller the right (at the Seller’s expense) to take extracts therefrom and to make copies thereof, and to make same available to relevant Tax authorities, to the extent reasonably be expected necessary to be permit the Seller to conduct negotiations with Tax authorities and to investigate, prosecute or defend or otherwise deal with any claims, including Tax Claims, and shall cause each of the Partners to provide to Seller on a timely basis reasonable authorizations necessary to carry out the intent and purpose of this Article XII. (c) The Seller shall cooperate with the Purchaser and each of the Partners as and to the extent reasonably requested by the Purchaser or useful either of the Partners in connection with Purchaser's or Parent's preparation, as the case may be, preparation of any Return, Tax Return that relates to a period other than a Prior Period or for that conduct of any audit, examination, litigation or Proceeding relating other proceeding with respect to Taxes. Such books and records shall be retained until the expiration of the applicable statute of limitations (including extensions thereof Taxes that relates to the extent the party has been notified thereof); provided, however, that in the event of an -41- audit, examination, investigation or Proceeding has been instituted prior to the expiration of the applicable statute of limitations (or in the event of any claim under this Agreement), the books and records shall be retained until there is a final determination thereof (and the time for any appeal has expired)period other than a Prior Period.

Assistance and Cooperation. Indirect ParentAfter the Closing, Second Intermediary -------------------------- Parentthe Seller and the Purchaser shall, First Intermediary Parent and Parent as one party and Purchaser as subject to the other (and their respective Affiliates) shall at their own expenseprovisions of this Article VI: (a) assist (and cause their respective Affiliates to assist) the other party in preparing any Tax Returns (including extensions thereof and executing powers of attorney with respect thereto) which such other party is responsible for preparing and filing in accordance with this Article VIIIVI; (b) cooperate fully in preparing for any audits of, or disputes with Taxing Tax authorities regarding, any Tax Returns relating with respect to the Company; (c) promptly make available to the each other and to any Taxing authority as reasonably requested Tax authority, upon either party's reasonable request, all information, records, and documents relating to the Taxes concerning of the Company; (d) make available to the other and to any Taxing authority as reasonably requested employees and independent auditors to provide explanations and additional information relating to Taxes concerning the Company; (e) provide timely notice to the other in writing of any pending or threatened Tax audits, tax audits or assessments or Tax Proceedings with respect to the Company for taxable periods for which the other may have a liability under this Article VIIIVI; (fe) furnish the other with copies of all material correspondence received from any Taxing Tax authority in connection with any Tax audit or Tax Proceedings information request with respect to any taxable period for which the other may have a liability under this Article VIIIVI; and (gf) The Purchaser, the Seller, the Company and their Affiliates shall retain any (or cause to be retained) all books and records that could reasonably be expected with respect to be necessary or useful in connection with Purchaser's or Parent's preparation, as Tax matters pertinent to the case may be, of any Return, or for any audit, examination, or Proceeding Company relating to Taxes. Such books and records shall be retained any Pre-Closing Period or Straddle Period until the expiration of the applicable statute relevant statutory period of limitations (including extensions thereof to for the extent the party has been notified thereof); provided, however, that assessment of Tax. Purchaser shall notify Seller in the event of an -41- audit, examination, investigation or Proceeding has been instituted writing prior to the expiration of the applicable statute of limitations (or in the event disposing of any claim under this Agreement), the such books and records and, at Seller's request, shall be retained until there is a final determination thereof (and the time for provide Seller with copies of any appeal has expired)such documents.