Common use of Tax Audits Clause in Contracts

Tax Audits. The Common Member shall be the “tax matters partner,” as that term is defined in Code section 6231(a)(7) (the “Tax Matters Member”) with all of the rights, duties and powers provided for in sections 6221 through 6234, inclusive, of the Code. The Tax Matters Member shall promptly deliver to each Member a copy of all notices and communications with respect to income or similar taxes received from the Internal Revenue Service or other taxing authority relating to the Company which might materially adversely affect such Members, and shall keep such Members advised of all significant developments in such matters coming to the attention of the Tax Matters Member. All costs incurred by the Tax Matters Member and its Affiliates in performing the Tax Matters Member’s obligations (including reasonable allocable internal personnel costs and reasonable disbursements, subject to a right of audit of such costs and disbursements at the direction of the Entire Interest of the Redeemable Preferred Shares with the costs and expenses for such audit to be paid by the holders of Redeemable Preferred Shares in proportion to the proportions in which they hold Redeemable Preferred Shares, unless the audit discloses a 10% overstatement of such costs and disbursements in which event the Tax Matters Member shall bear the costs and expenses of such audit), and all fees and expenses incurred in connection with directing the defense of any claims made by the Internal Revenue Service or other taxing authority (to the extent that such claims relate to the adjustment of Company items), shall be borne by the Company. Neither the Tax Matters Member nor the Company shall be liable for any additional tax, interest or penalties payable by a Member or any costs of separate counsel chosen by such Member to represent the Member with respect to any aspect of any challenge by a taxing authority.

Tax Audits. The Common Member Manager shall be the “"tax matters partner,” " of the Company, as that term is defined in Code section Section 6231(a)(7) of the Code (the “"Tax Matters Member”) Partner"), with all of the rights, duties and powers provided for in sections 6221 through 62346232, inclusive, of the Code, provided that the Tax Matters Partner shall not pay or agree to pay any audit assessment, or any amount in settlement or compromise of any litigation, in respect of income tax liability of the Members attributable to the Interests in the Company, in excess of $500,000 in any one instance or series of related instances, unless approved by each Member whose financial interest in such matter exceeds $100,000 individually or in the aggregate. The Tax Matters Member Partner, as an authorized representative of the Company, shall promptly deliver to each Member a copy direct the defense of all notices and communications with respect to income or similar taxes received from any tax claims made by the Internal Revenue Service or any other taxing authority jurisdiction to the extent that such claims relate to adjustment of Company items at the Company level and, in connection therewith, shall retain and cause the Company to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner. The Tax Matters Partner shall also be responsible for timely filing all elections made by the Company. The Tax Matters Partner shall deliver to each Member and the Manager a semi-annual report on the status of all tax audits and open tax years relating to the Company which might materially adversely affect such MembersCompany, and shall consult with and keep such all Members and the Manager advised of all significant developments in such matters coming to the attention of the Tax Matters MemberPartner. All costs incurred by reasonable expenses of the Tax Matters Member Partner and its Affiliates in performing the Tax Matters Member’s obligations (including reasonable allocable internal personnel costs time charges and reasonable disbursements, subject to a right of audit of such costs ) and disbursements at the direction of the Entire Interest of the Redeemable Preferred Shares with the costs and expenses for such audit to be paid by the holders of Redeemable Preferred Shares in proportion to the proportions in which they hold Redeemable Preferred Shares, unless the audit discloses a 10% overstatement of such costs and disbursements in which event the Tax Matters Member shall bear the costs and expenses of such audit), and all other reasonable fees and expenses incurred in connection with directing the such defense of any claims made by the Internal Revenue Service or other taxing authority (to the extent that such claims relate to the adjustment of Company items), shall be borne by the Company. Neither Company (it being understood that the Tax Matters Member Partner shall not receive any compensation from the Company for acting in such capacity). Except as provided in ARTICLE 13, neither the Tax Matters Partner nor the Company shall be liable for any additional tax, interest or penalties payable by a Member or any costs of separate counsel chosen by such Member to represent the Member with respect to any aspect of any challenge by a taxing authority.such

Tax Audits. The Common DCC Sub, so long as it is a Qualified Member (or, from and after a Change of Control of DCC, AWS Sub, so long as it is a Qualified Member) shall be the “"tax matters partner,” " of the Company, as that term is defined in Code section Section 6231(a)(7) of the Code (the “"Tax Matters Member”) Partner"), with all of the rights, duties and powers provided for in sections 6221 through 62346232, inclusive, of the Code, provided that the Tax Matters Partner shall not pay or agree to pay any audit assessment, or any amount in settlement or compromise of any litigation, in respect of income tax liability of the Members attributable to the Interests in the Company, in excess of $500,000 in any one instance or series of related instances, unless approved by the Management Committee. The Tax Matters Member Partner, as an authorized representative of the Company, shall promptly deliver to each Member a copy direct the defense of all notices and communications with respect to income or similar taxes received from any tax claims made by the Internal Revenue Service or any other taxing authority jurisdiction to the extent that such claims relate to adjustment of Company items at the Company level and, in connection therewith, shall retain and cause the Company to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner. The Tax Matters Partner shall also be responsible for filing a timely election on Form 8832 and for timely filing for all other elections made by the Company. The Tax Matters Partner shall deliver to each Member and the Management Committee a semi-annual report on the status of all tax audits and open tax years relating to the Company which might materially adversely affect such MembersCompany, and shall consult with and keep such all Members and the Management Committee advised of all significant developments in such matters coming to the attention of the Tax Matters MemberPartner. All costs incurred by reasonable expenses of the Tax Matters Member Partner and its Affiliates in performing the Tax Matters Member’s obligations (including reasonable allocable internal personnel costs time charges and reasonable disbursements, subject to a right of audit of such costs ) and disbursements at the direction of the Entire Interest of the Redeemable Preferred Shares with the costs and expenses for such audit to be paid by the holders of Redeemable Preferred Shares in proportion to the proportions in which they hold Redeemable Preferred Shares, unless the audit discloses a 10% overstatement of such costs and disbursements in which event the Tax Matters Member shall bear the costs and expenses of such audit), and all other reasonable fees and expenses incurred in connection with directing the such defense of any claims made by the Internal Revenue Service or other taxing authority (to the extent that such claims relate to the adjustment of Company items), shall be borne by the Company. Neither Except as provided in Article 11, neither the Tax Matters Member Partner nor the Company shall be liable for any additional tax, interest or penalties payable by a Member or any costs of separate counsel chosen by such Member to represent the Member with respect to any aspect of such defense. The Tax Matters Partner shall take any challenge by steps necessary pursuant to Section 6223(a) to designate AWS Sub as a "notice partner" (as defined in Section 0231(a)(8) of the Code). In addition, nothing in this Agreement is intended to waive any rights, including rights to participate in administrative and judicial proceedings, that a Member may have under Section 6221 through 6233 of the Code. Notwithstanding any other provisions of this Agreement, the provisions of Sections 6.5(c) and 6.5(d) shall survive the dissolution of the Company or the termination of any Member's interest in the Company and shall remain binding on all Members for a period of time necessary to resolve with the U.S. Internal Revenue Service or any applicable state or local taxing authorityauthority all matters (including litigation) regarding the U.S. Federal, state and local income taxation, as the case may be, of the Company or any Member with respect to the Company.

Tax Audits. The Common DCC Sub, so long as it is a Qualified Member (or, from and after a Change of Control of DCC, AWS Sub, so long as it is a Qualified Member) shall be the “"tax matters partner,” " of the Company, as that term is defined in Code section Section 6231(a)(7) of the Code (the “"Tax Matters Member”) Partner"), with all of the rights, duties and powers provided for in sections 6221 through 62346232, inclusive, of the Code, provided that the Tax Matters Partner shall not pay or agree to pay any audit assessment, or any amount in settlement or compromise of any litigation, in respect of income tax liability of the Members attributable to the Interests in the Company, in excess of $500,000 in any one instance or series of related instances, unless approved by the Management Committee. The Tax Matters Member Partner, as an authorized representative of the Company, shall promptly deliver to each Member a copy direct the defense of all notices and communications with respect to income or similar taxes received from any tax claims made by the Internal Revenue Service or any other taxing authority jurisdiction to the extent that such claims relate to adjustment of Company items at the Company level and, in connection therewith, shall retain and cause the Company to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner. The Tax Matters Partner shall also be responsible for filing a timely election on Form 8832 and for timely filing for all other elections made by the Company. The Tax Matters Partner shall deliver to each Member and the Management Committee a semi-annual report on the status of all tax audits and open tax years relating to the Company which might materially adversely affect such MembersCompany, and shall consult with and keep such all Members and the Management Committee advised of all significant developments in such matters coming to the attention of the Tax Matters MemberPartner. All costs incurred by reasonable expenses of the Tax Matters Member Partner and its Affiliates in performing the Tax Matters Member’s obligations (including reasonable allocable internal personnel costs time charges and reasonable disbursements, subject to a right of audit of such costs ) and disbursements at the direction of the Entire Interest of the Redeemable Preferred Shares with the costs and expenses for such audit to be paid by the holders of Redeemable Preferred Shares in proportion to the proportions in which they hold Redeemable Preferred Shares, unless the audit discloses a 10% overstatement of such costs and disbursements in which event the Tax Matters Member shall bear the costs and expenses of such audit), and all other reasonable fees and expenses incurred in connection with directing the such defense of any claims made by the Internal Revenue Service or other taxing authority (to the extent that such claims relate to the adjustment of Company items), shall be borne by the Company. Neither Except as provided in Article 11, neither the Tax Matters Member Partner nor the Company shall be liable for any additional tax, interest or penalties payable by a Member or any costs of separate counsel chosen by such Member to represent the Member with respect to any aspect of any challenge by a taxing authoritysuch defense.

Tax Audits. The Common Member Manager shall be the “"tax matters partner,” " of the Company, as that term is defined in Code section Section 6231(a)(7) of the Code (the “"Tax Matters Member”) Partner"), with all of the rights, duties and powers provided for in sections 6221 through 62346232, inclusive, of the Code, provided that the Tax Matters Partner shall not pay or agree to pay any audit assessment, or any amount in settlement or compromise of any litigation, in respect of income tax liability of the Members attributable to the Interests in the Company, in excess of $500,000 in any one instance or series of related instances, unless approved by each Member whose financial interest in such matter exceeds $100,000 individually or in the aggregate. The Tax Matters Member Partner, as an authorized representative of the Company, shall promptly deliver to each Member a copy direct the defense of all notices and communications with respect to income or similar taxes received from any tax claims made by the Internal Revenue Service or any other taxing authority jurisdiction to the extent that such claims relate to adjustment of Company items at the Company level and, in connection therewith, shall retain and cause the Company to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner. The Tax Matters Partner shall also be responsible for timely filing all elections made by the Company. The Tax Matters Partner shall deliver to each Member and the Manager a semi-annual report on the status of all tax audits and open tax years relating to the Company which might materially adversely affect such MembersCompany, and shall consult with and keep such all Members and the Manager advised of all significant developments in such matters coming to the attention of the Tax Matters MemberPartner. All costs incurred by reasonable expenses of the Tax Matters Member Partner and its Affiliates in performing the Tax Matters Member’s obligations (including reasonable allocable internal personnel costs time charges and reasonable disbursements, subject to a right of audit of such costs ) and disbursements at the direction of the Entire Interest of the Redeemable Preferred Shares with the costs and expenses for such audit to be paid by the holders of Redeemable Preferred Shares in proportion to the proportions in which they hold Redeemable Preferred Shares, unless the audit discloses a 10% overstatement of such costs and disbursements in which event the Tax Matters Member shall bear the costs and expenses of such audit), and all other reasonable fees and expenses incurred in connection with directing the such defense of any claims made by the Internal Revenue Service or other taxing authority (to the extent that such claims relate to the adjustment of Company items), shall be borne by the Company. Neither Company (it being understood that the Tax Matters Member Partner shall not receive any 28 33 compensation from the Company for acting in such capacity). Except as provided in ARTICLE 13, neither the Tax Matters Partner nor the Company shall be liable for any additional tax, interest or penalties payable by a Member or any costs of separate counsel chosen by such Member to represent the Member with respect to any aspect of such defense. The Tax Matters Partner shall take any challenge by steps necessary pursuant to Section 6223(a) to designate AWS Sub as a "notice partner" (as defined in Section 6231(a)(8) of the Code). In addition, nothing in this Agreement is intended to waive any rights, including rights to participate in administrative and judicial proceedings, that a Member may have under Section 6221 through 6233 of the Code. Notwithstanding any other provisions of this Agreement, the provisions of Section 5.5(c) and Section 5.5(d) shall survive the dissolution of the Company or the termination of any Member's interest in the Company and shall remain binding on all Members for a period of time necessary to resolve with the U.S. Internal Revenue Service or any applicable state or local taxing authorityauthority all matters (including litigation) regarding the U.S. Federal, state and local income taxation, as the case may be, of the Company or any Member with respect to the Company.

Tax Audits. The Common American III, for so long as it is a Member and, thereafter, the Manager shall be the “tax matters partner,” of the Company, as that term is defined in Code section Section 6231(a)(7) of the Code (the “Tax Matters Member”) ), with all of the rights, duties and powers provided for in sections 6221 through 62346232, inclusive, of the Code, provided that the Tax Matters Member shall not pay or agree to pay (or make any agreement that would cause a Member to pay) any audit assessment, or any amount in settlement or compromise of any litigation, in respect of income tax liability of the Members attributable to the Interests in the Company, in excess of $500,000 in any one instance or series of related instances, unless approved by each Member whose financial interest in such matter exceeds $100,000 individually or in the aggregate. The Tax Matters Member, as an authorized representative of the Company, shall direct the defense of any tax claims made by the Internal Revenue Service or any other taxing jurisdiction to the extent that such claims relate to *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. adjustment of Company items at the Company level and, in connection therewith, shall retain and cause the Company to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Member. The Tax Matters Member shall promptly also be responsible for timely filing all elections made by the Company, subject to any applicable approval requirements set forth in this Agreement. The Tax Matters Member shall deliver to each Member and the Manager a copy semi-annual report on the status of all notices tax audits and communications with respect to income or similar taxes received from the Internal Revenue Service or other taxing authority open tax years relating to the Company which might materially adversely affect such MembersCompany, and shall consult with and keep such all Members and the Manager advised of all significant developments in such matters coming to the attention of the Tax Matters Member. All costs incurred by reasonable out-of-pocket expenses of the Tax Matters Member and its Affiliates in performing the Tax Matters Member’s obligations (including and other reasonable allocable internal personnel costs and reasonable disbursements, subject to a right of audit of such costs and disbursements at the direction of the Entire Interest of the Redeemable Preferred Shares with the costs fees and expenses for in connection with such audit to defense shall be paid borne by the holders of Redeemable Preferred Shares in proportion to the proportions in which they hold Redeemable Preferred Shares, unless the audit discloses a 10% overstatement of such costs and disbursements in which event Company (it being understood that the Tax Matters Member shall bear not receive any compensation from the costs and expenses of Company for acting in such auditcapacity). Except as provided in ARTICLE 12, and all fees and expenses incurred in connection with directing the defense of any claims made by the Internal Revenue Service or other taxing authority (to the extent that such claims relate to the adjustment of Company items), shall be borne by the Company. Neither neither the Tax Matters Member nor the Company shall be liable for any additional tax, interest or penalties payable by a Member or any costs of separate counsel chosen by such Member to represent the Member with respect to any aspect of such defense. The Tax Matters Member shall take any challenge by steps necessary pursuant to Section 6223(a) to designate American III and SNR as a “notice partner” (as defined in Section 6231(a)(8) of the Code). In addition, nothing in this Agreement is intended to waive any rights, including rights to participate in administrative and judicial proceedings, that a Member may have under Section 6221 through 6233 of the Code. Notwithstanding any other provisions of this Agreement, the provisions of Section 5.5(c) and Section 5.5(d) shall survive the dissolution of the Company or the termination of any Member’s interest in the Company and shall remain binding on all Members for a period of time necessary to resolve with the United States Internal Revenue Service or any applicable state or local taxing authorityauthority all matters (including litigation) regarding the United States Federal, state and local income taxation, as the case may be, of the Company or any Member with respect to the Company.

Tax Audits. The Common Member shall be the “tax matters partner,” as that term is defined in Code section 6231(a)(7) (the “Tax Matters Member”) with all of the rights, duties and powers provided for in sections 6221 through 6234, inclusive, of the Code. The Tax Matters Member shall promptly deliver to each Member a copy of all notices and communications with respect to income or similar taxes received from the Internal Revenue Service or other taxing authority relating to the Company which might materially adversely affect such Members, and shall keep such Members advised of all significant developments in such matters coming to the attention of the Tax Matters Member. All costs incurred by the Tax Matters Member and its Affiliates in performing the Tax Matters Member’s obligations (including reasonable allocable internal personnel costs and reasonable disbursements, subject to a right of audit of such costs and disbursements at the direction of the Entire a Majority In Interest of the Redeemable Preferred Shares with the costs and expenses for such audit to be paid by the holders of Redeemable Preferred Shares in proportion to the proportions in which they hold Redeemable Preferred Shares, unless the audit discloses a 10% overstatement of such costs and disbursements in which event the Tax Matters Member shall bear the costs and expenses of such audit), and all fees and expenses incurred in connection with directing the defense of any claims made by the Internal Revenue Service or other taxing authority (to the extent that such claims relate to the adjustment of Company items), shall be borne by the Company. Neither the Tax Matters Member nor the Company shall be liable for any additional tax, interest or penalties payable by a Member or any costs of separate counsel chosen by such Member to represent the Member with respect to any aspect of any challenge by a taxing authority.

Tax Audits. The Common Member CBW shall be the “"tax matters partner,” " as that term is defined in Code section 6231(a)(7) (the “"Tax Matters Member”Partner") with all of the rights, duties and powers provided for in sections 6221 through 62346232, inclusive, of the Code, provided that the Tax Matters Partner shall not pay or agree to pay any audit assessment, or any amount in settlement or compromise of any litigation, in respect of income tax liability of the Members attributable to the Interests in the Company, in excess of $500,000 in any one instance or series of related instances, unless approved by the Member Committee. The Tax Matters Member Partner, as an authorized representative of the Company, shall promptly deliver to each Member a copy direct the defense of all notices and communications with respect to income or similar taxes received from any tax claims made by the Internal Revenue Service or any other taxing authority jurisdiction to the extent that such claims relate to adjustment of Company items at the Company level and, in connection therewith, shall retain and cause the Company to pay the fees and expenses of counsel and other advisors chosen by the Tax Matters Partner. The Tax Matters Partner shall also be responsible for filing a timely election of form 8832 and for timely filing for all other elections made by the Company. The Tax Matters Partner shall deliver to each Member and the Member Committee a semi-annual report on the status of all tax audits and open tax years relating to the Company which might materially adversely affect such MembersCompany, and shall consult with and keep such all Members and the Member Committee advised of all significant developments in such matters coming to the attention of the Tax Matters MemberPartner. All costs incurred by reasonable expenses of the Tax Matters Member Partner and its Affiliates in performing the Tax Matters Member’s obligations (including reasonable allocable internal personnel costs time charges and reasonable disbursements, subject to a right of audit of such costs ) and disbursements at the direction of the Entire Interest of the Redeemable Preferred Shares with the costs and expenses for such audit to be paid by the holders of Redeemable Preferred Shares in proportion to the proportions in which they hold Redeemable Preferred Shares, unless the audit discloses a 10% overstatement of such costs and disbursements in which event the Tax Matters Member shall bear the costs and expenses of such audit), and all other reasonable fees and expenses incurred in connection with directing the such defense of any claims made by the Internal Revenue Service or other taxing authority (to the extent that such claims relate to the adjustment of Company items), shall be borne by the Company. Neither Except as provided in Article 9, neither the Tax Matters Member Partner nor the Company shall be liable for any additional tax, interest or penalties payable by a Member or any costs of separate counsel chosen by such Member to represent the Member with respect to any aspect of any challenge by a taxing authoritysuch challenge.