Common use of Tax Matters Member Clause in Contracts

Tax Matters Member. (a) Eastern shall be the "tax matters partner" of the Company pursuant to Section 6231(a)(7) of the Code (the "Tax Matters Member"). At the request of each other Member, the Tax Matters Member shall take such action as may be necessary to cause, to the extent possible, such other Member to become a "notice partner" within the meaning of Section 6223 of the Code. The Tax Matters Member shall inform each other Member of all significant matters that may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth Business Day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacity. (b) The Tax Matters Member shall take no action without the authorization of the Management Committee, other than such action as may be required by Law. Any cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (c) The Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Management Committee. The Tax Matters Member shall not bind any Member to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company item (as described in Code Section 6231(a)(3)) shall notify the other Members of such settlement agreement and its terms within 90 Days from the date of the settlement. (d) No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee consents to the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment on behalf of the Members. If such consent is not obtained within 30 Days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6228 or other Code Section with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed. (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

Tax Matters Member. (a) Eastern EQT shall be serve as the "“tax matters partner" ” of the Company and each Series pursuant to Section 6231(a)(7) of the Code Code, as in effect prior to amendment by the Bipartisan Budget Act of 2015 (the "“Tax Matters Member"”). At the request of each other Member, the The Tax Matters Member shall take such action as may be necessary to cause, cause to the extent possible, such possible each other Member to become a "“notice partner" ” within the meaning of Section 6223 of the CodeCode prior to amendment by the Bipartisan Budget Act of 2015. The Tax Matters Member shall inform each other Member of all significant matters that may come to its attention in its such capacity as Tax Matters Member by giving notice thereof on or before the fifth Business Day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive from a taxing authority in that capacity. If the Tax Matters Member ceases to be the Tax Matters Member, the Series A Management Committee shall appoint a successor Tax Matters Member. (b) The Tax Matters Member shall provide any Member, upon reasonable request, access to accounting and tax information and schedules obtained thereby solely in such capacity as shall be necessary for the preparation by such Member of its income tax returns and such Member’s tax information reporting requirements. (c) The Tax Matters Member and Partnership Representative shall take no action in such capacity without the authorization of the Management CommitteeCommittee of each affected Series, other than such action as may be required by Law. If the authorization has not been granted or denied before the date such action is required by Law, the Partnership Representative may take such action on such date, and if such action is taken, the Partnership Representative shall promptly provide notice thereof to the Management Committee of each affected Series. Any cost or expense incurred by the Tax Matters Member or the Partnership Representative in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedingsproceedings and in complying with Section 8.03(b), shall be paid by the Company. (cd) The Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Management CommitteeCommittee of each affected Series. The Tax Matters Member shall not bind any Member to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company partnership item (as described in Code Section 6231(a)(3)) prior to amendment by the Bipartisan Budget Act of 2015) with respect to the Company or any Series shall notify the other Members of such settlement agreement and its terms within 90 [***] Days from the date of the settlement. (de) No Member shall file a request pursuant to Code Section 6227 6227, as in effect prior to amendment by the Bipartisan Budget Act of 2015, for an administrative adjustment of Company items or items of any Series for any taxable year without first notifying the other MembersMembers no later than [***] Days prior to filing such request. If the Series A Management Committee consents to the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment on behalf of the Members. If such consent is not obtained within 30 [***] Days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6228 or other Code Section Section, each as in effect prior to amendment by the Bipartisan Budget Act of 2015, with respect to any item involving the Company or any Series shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the CompanyCompany or any Series, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed. (ef) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b)) as in effect prior to amendment by the Bipartisan Budget Act of 2015, such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's ’s intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members. (g) For any taxable year beginning on or after January 1, 2018 and for the Company and for each Series, the Tax Matters Member shall be, or shall designate, the Partnership Representative as that term is defined in Code Section 6223(a), as added by the Bipartisan Budget Act of 2015 (the “Partnership Representative”), and any other Persons necessary to conduct proceedings under Subchapter C of Chapter 63 of the Code (as amended by the Bipartisan Budget Act of 2015) for such year, and each Member shall take all actions necessary to cause such Person to be so designated in accordance with any procedures prescribed therefor. Each Party agrees that the Company and each Series shall, unless determined otherwise by the Management Committee of each affected Series, in its reasonable discretion, elect the alternative method of paying any imputed underpayment resulting from any Company or Series adjustment as provided by Code Section 6226, as added by the Bipartisan Budget Act of 2015, and each Member shall take any and all actions necessary to effect such election, including but not limited to the filing by each Member of amended returns and the payment of any tax, including any interest, penalties, or additions to such tax, resulting from the imputed underpayment.

Tax Matters Member. (a) Eastern NRG shall be the "tax matters partner" of the Company pursuant to Section 6231(a)(76231 (a)(7) of the Code (the "Tax Matters Member"). At the request of each other Member, the Tax Matters Member shall take such action as may be necessary to cause, to the extent possible, such other Member to become a "notice partner" within the meaning of Section 6223 of the Code. The Tax Matters Member shall inform each other Member of all significant matters that may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth Business Day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacity. (b) The Tax Matters Member shall take no action without the authorization of the Management Committee, other than such action as may be required by Law. Any cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (c) The Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Management Committee. The Tax Matters Member shall not bind any Member to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company item (as described in Code Section 6231(a)(3)) shall notify the other Members of such settlement agreement and its terms within 90 Days from the date of the settlement. (d) No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee consents to the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment on behalf of the Members. If such consent is not obtained within 30 Days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6228 or other Code Section with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed. (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

Tax Matters Member. (a) Eastern ▇▇▇▇▇▇▇▇ ▇▇ shall be act as the "“tax matters partner" ” of the Company pursuant to Section 6231(a)(7) of the Code (the "“Tax Matters Member"”). At the request of each other Member, the The Tax Matters Member shall take such action as may be necessary to cause, cause to the extent possible, such other possible each Member to become a "“notice partner" ” within the meaning of Section 6223 of the Code. The Tax Matters Member shall inform each other Member of all significant matters that may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth 15th Business Day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacity. (b) The Tax Matters Member shall take no action without the authorization of the Management CommitteeBoard, other than such action as may be required by Lawapplicable law. Any cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (c) The Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Management CommitteeBoard. The Tax Matters Member shall not bind any Member to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company item (as described in Code Section 6231(a)(3)) of the Code in respect of the term “partnership item”) shall notify the other Members of such settlement agreement and its terms within 90 Days days from the date of the settlement. (d) No Member shall file a request pursuant to Code Section 6227 of the Code for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee Board consents to the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment on behalf of the Members. If such consent is not obtained within 30 Days days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, Member may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6228 or other Section of the Code Section with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed. (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b)) of the Code, such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's ’s intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

Tax Matters Member. (a) Eastern Crestwood shall be act as the "“tax matters partner" ” of the Company pursuant to Section 6231(a)(7) of the Code (the "“Tax Matters Member"”). At the request of each other Member, the The Tax Matters Member shall take such action as may be necessary to cause, cause to the extent possible, such other possible each Member to become a "“notice partner" ” within the meaning of Section 6223 of the Code. The Tax Matters Member shall inform each other Member of all significant matters that may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth fifteenth (15th) Business Day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacity. (b) The Tax Matters Member shall take no action without the authorization of the Management Committee, other than such action as may be required by Law. Any reasonable cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (c) The Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members any Member without first obtaining the consent of the Management Committeesuch Member. The Tax Matters Member shall not bind any Member to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company item (as described in Code Section 6231(a)(3)) of the Code in respect of the term “partnership item”) shall notify the other Members of such settlement agreement and its terms within 90 Days ninety (90) days from the date of the settlement. (d) No Member shall file a request pursuant to Code Section 6227 of the Code for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee Board consents to the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment on behalf of the Members. If such consent is not obtained within 30 Days thirty (30) days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, Member may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6228 or other Section of the Code Section with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period to each other Member ninety (90) days prior to filing and the Tax Matters Member shall obtain the consent of time to allow the other Members to participate in the choosing of the forum in which such petition will be filedfiled prior to filing, which consent shall not be unreasonably withheld or delayed. (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b)) of the Code, such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's ’s intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members. (f) For taxable years beginning after December 31, 2017, the “partnership representative” (as such term is used in Section 6223 of the Code as amended by the Budget Act) shall be the Person that would have been the Tax Matters Member as determined under Section 13.03(a). The partnership representative shall cause the Company to, with the consent of the Members, make the election under Section 6221(b) of the Code (as amended by the Budget Act) with respect to determinations of adjustments at the partnership level and take any other action such as filings, disclosures and notifications necessary to effectuate such election. If the election described in the preceding sentence is not available and to the extent applicable, if the Company receives a notice of final partnership adjustment as described in Section 6226 of the Code (as amended by the Budget Act), the partnership representative shall cause the Company to, with the consent of the Members, make the election under Section 6226(a) of the Code (as amended by the Budget Act) with respect to the alternative to payment of imputed underpayment by the Company and take other action such as filings, disclosures and notifications necessary to effectuate such election. Each Member agrees (i) to cooperate with the partnership representative and to provide any information reasonably requested by the partnership representative in connection with a Company-level tax audit of any taxable period during which such Member was a Member of the Company, and (ii) to indemnify and hold harmless the Company from and against any liability with respect to such Member’s proportionate share of any tax liability (including related interest and penalties) imposed at the Company level in connection with a Company-level tax audit of a taxable period during which such Member was a Member of the Company, regardless of whether such Member is a member of the Company in the year in which such tax is actually imposed on the Company or becomes payable by the Company as a result of such audit. The Board shall reasonably determine a Member’s proportionate share of any such tax liability, taking into account the relevant facts and any information provided by such Member that would reduce such liability. A Member’s cooperation and indemnification obligations pursuant to this Section 13.03(f) shall survive the termination of a Member’s participation in the Company and the termination, dissolution and winding up of the Company

Tax Matters Member. (a) Eastern The AIG Member is hereby designated the “Tax Matters Member” and shall be serve as the "tax matters partner" partner (as defined in Code Section 6231) and is authorized and required to represent the Company in connection with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings. Each Member (other than the FRBNY Member) agrees that any decisions made and action taken by the Tax Matters Member, including without limitations, in connection with audits of the Company pursuant and whether or not to Section 6231(a)(7settle or contest any tax matters, shall be binding upon the Company and such Members (other than the FRBNY Member) and each such Member (other than the FRBNY Member) further agrees that such Member (other than the FRBNY Member) shall not treat any Company item inconsistently on such Member’s income tax return with the treatment of the Code (item on the "Company’s return and that such Member shall not independently act with respect to tax audits or tax litigation affecting the Company, unless previously authorized to do so in writing by the Tax Matters Member"), which authorization may not be unreasonably withheld by Tax Matters Member. At the request of each other MemberIf any state or local tax Law provides for a tax matters partner or person having similar rights, powers, authority or obligations, the Tax Matters Member shall take also serve in such action as may be necessary to causecapacity. In all other cases, to the extent possible, such other Member to become a "notice partner" within the meaning of Section 6223 of the Code. The Tax Matters Member shall inform each other represent the Company in all tax matters to the extent allowed by applicable Law. The AIG Member of all significant matters that may come to its attention in its capacity as shall pay, and indemnify the Tax Matters Member by giving notice thereof on or before the fifth Business Day after becoming aware thereof andagainst, within that time, shall forward to each other Member copies of any and all significant written communications it may receive in that capacity. (b) The Tax Matters Member shall take no action without the authorization of the Management Committee, other than such action as may be required by Law. Any cost or expense expenses incurred by the Tax Matters Member in connection with its dutiessuch capacity. Such expenses shall include, including the preparation for or pursuance without limitation, fees of administrative or judicial proceedingsattorneys and other tax professionals, shall be paid by the Company. (c) The Tax Matters Member shall not enter into any extension accountants, appraisers and experts, filing fees and reasonable out-of-pocket costs. In furtherance of the period foregoing, in the event the Company is not subject to the consolidated audit rules of limitations for making assessments on behalf of Code Sections 6221 through 6234 during any taxable year, the Members without first obtaining the consent of the Management Committee. The Tax Matters Member shall not bind any Member hereby agree to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company item (as described in Code Section 6231(a)(3)) shall notify the other Members of such settlement agreement and its terms within 90 Days from the date of the settlement. (d) No Member shall file a request sign an election pursuant to Code Section 6227 6231(a)(1)(B)(ii) to be filed with the Company’s federal income tax return for an administrative adjustment of Company items for any such taxable year without first notifying the other Members. If the Management Committee consents to have such consolidated audit rules apply to the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment on behalf of the Members. If such consent is not obtained within 30 Days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6228 or other Code Section with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed. (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

Tax Matters Member. (a) Eastern CGMSF shall be the "“tax matters partner" ” of the Company pursuant to within the meaning of Section 6231(a)(7) of the Code (and shall also the "Tax Matters Member"). At the request of each other Member, the Tax Matters Member shall take such action as may be necessary to cause, to the extent possible, such other Member to become a "notice partner" “partnership representative” within the meaning of Section 6223 of the CodeNew Partnership Audit Procedures (collectively, in such capacity, the “Tax Matters Member”). The provisions of Section 7.18 shall apply to all actions taken on behalf of the Members by the Tax Matters Member in its capacity as such. The Tax Matters Member shall inform each other Member have the right and obligation to take all actions authorized and required, respectively, by the Code for the tax matters partner of all significant matters that may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth Business Day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacityCompany. (b) The Tax Matters Member shall take no action without shall, at all times, keep all Members informed as to any discussions with any taxing administration with respect to any material tax issue concerning the authorization Company or its subsidiaries. Without limiting the generality of the Management Committeeimmediately preceding sentence, other than such action as may be required by Law. Any cost or expense incurred by the Tax Matters Member shall provide notice to the other Members promptly (and in connection any event, no later than 30 days) after it receives notice from any taxing authority of any pending or threatened examination, adjustment or proceeding relating to any tax items of the Company or its subsidiaries. The Tax Matters Member shall (i) consult with its dutiesthe other Members with respect to the conduct of such examination or proceedings, or any court proceedings with respect to tax, (ii) afford the other Members a reasonable opportunity to participate in any such examination, proceeding or court proceeding and any meeting (whether in person, phone or otherwise) with any taxing authority or appearance in court, and (iii) afford the other Members a reasonable opportunity to review drafts of any submission to any taxing authority or court, including requests for administrative adjustments. Without the preparation approval of other Members, the Tax Matters Member shall not take any action with respect to the conduct of any examination or proceeding and shall not make any submission to any taxing authority or court if any Member has objected to such action. The Tax Matters Member shall not extend the statute of limitations or file a tax claim in any court without the approval of the other Members. Additionally, the Tax Matters Member shall not submit any request for or pursuance administrative adjustment on behalf of administrative or judicial proceedingsthe Company without the approval of the other Members. The Tax Matters Member agrees that it will not bind any Member to any tax settlement without the approval of such Member. Further, for the sake of clarity, the Tax Matters Member will take no action that affects another Member without the approval of such Member. The Tax Matters Member shall be paid by the Companynot take any action without Prior Board Approval. (c) The Tax Matters Member shall not enter into have the right to retain professional assistance in respect of any extension audit of the period of limitations for making assessments Company and all reasonable, documented out-of-pocket expenses and fees incurred by the Tax Matters Member on behalf of the Members without first obtaining the consent of the Management Committee. The Company as Tax Matters Member shall not bind any Member to a settlement agreement without obtaining be reimbursed by the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company item (as described in Code Section 6231(a)(3)) shall notify the other Members of such settlement agreement and its terms within 90 Days from the date of the settlementCompany. (d) No Any election proposed to be made or action proposed to be taken by the Tax Matters Member shall file a request pursuant to Code Section 6227 for an administrative adjustment the New Partnership Audit Procedures shall require the prior written consent of Company items for any taxable year without first notifying the other Members. If . (e) Unless otherwise expressly provided herein, wherever in this Agreement the Management Committee consents Tax Matters Member is empowered to the requested adjustmentmake a decision or determination, take an action, consent, vote, or provide any approval, in doing so, the Tax Matters Member shall file the request for the administrative adjustment on behalf of the Members. If such consent is not obtained within 30 Days from such noticeuse its reasonable discretion, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6228 or other Code Section shall consult with respect to any item involving the Company shall notify the all other Members and shall take into account the concerns and tax objectives of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed. (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

Tax Matters Member. (a) Eastern shall be the "The tax matters partner" partner of the Company pursuant to Code Section 6231(a)(7) of the Code shall be CAC (the "“Tax Matters Member"”). At the request of each other Member, the The Tax Matters Member shall take such action as may be necessary to cause, cause to the extent possible, such possible each other Member to become a "notice partner" partner within the meaning of Code Section 6223 of the Code. The Tax Matters Member shall inform each other Member of all significant matters that may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth Business Day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacity. (b) The Tax Matters Member shall take no action without the authorization of the Management Committee, other than such action as may be required by Law6231(a)(8). Any cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (cb) The Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Management Committee. The Tax Matters Member shall not bind any Member may (i) commence a judicial action (including filing a petition as contemplated in Code Section 6226(a) or 6228) with respect to a settlement agreement without obtaining the consent federal income tax matter or appeal any adverse determination of such Member. Any Member that enters a judicial tribunal; (ii) enter into a settlement agreement with respect the IRS which purports to bind the Members; (iii) intervene in any Company item action as contemplated by Code Section 6226(b); (as described iv) file any request contemplated in Code Section 6231(a)(36227(b); or (v) enter into an agreement extending the period of limitations as contemplated in Code Section 6229(b)(1)(B). The Members shall notify (at the Company’s expense) provide reasonable assistance to and shall reasonably cooperate with the Tax Matters Member as the Tax Matters Member shall reasonably request in connection with any IRS (or other Members of such settlement agreement applicable tax authority) audit or other proceeding, it being understood that this sentence shall not limit the Member’s rights and its terms within 90 Days from the date of the settlementobligations under this Section 11.4. (dc) No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee consents to the requested adjustment, the The Tax Matters Member shall file the request for the administrative adjustment on behalf of all the Members. If such consent is not obtained within 30 Days days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6226 or 6228 or other Code Section with respect to any item involving the Company shall notify the other Members in advance of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed. Any Member that enters into a settlement agreement with respect to any Company item (within the meaning of Code Section 6231(a)(3)) shall notify the other Members of such settlement agreement and its terms within ninety (90) days from the date of the settlement. (ed) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's ’s intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

Tax Matters Member. (a) Eastern For purposes of Code Sections 6221 through 6223, the Managing Member from time to time shall be also be, and is hereby designated as, the "“tax matters partner" ” of the Company pursuant (the “Tax Matters Member”). (b) The Tax Matters Member shall make an election under Code Section 6231(a)(i)(B)(ii) with the Company’s first tax return to Section 6231(a)(7be filed after the effective date of this Agreement to have Code Sections 6221 to 6234, inclusive, apply to the Company. (c) The Tax Matters Member shall, within ten days (or such shorter period of time as is reasonably practicable) of the Code (receipt of any notice from the "Tax Matters Internal Revenue Service in any administrative proceeding at the Company level relating to the determination of any Company item of income, gain, loss, deduction or credit, deliver a copy of such notice to each Member"). At the request of each other Member, the The Tax Matters Member shall cooperate with any Member, and shall take such action as may be necessary required to causebe taken by the Tax Matters Member, to the extent possible, cause such other Member to become a "“notice partner" ” within the meaning of Section 6223 6231(a)(8) of the Code. The Tax Matters Member shall inform each other Member of all significant matters that may come to its attention in its capacity as Tax Matters Member by giving written notice thereof on within 10 business days (or before the fifth Business Day such shorter period of time as is reasonably practicable) after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacityits capacity as Tax Matters Member. (b) The Tax Matters Member shall take no action without the authorization of the Management Committee, other than such action as may be required by Law. Any cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (cd) The Tax Matters Member shall not enter into take any extension action that may be taken by a “tax matters partner” under Code Section 6221 through 6234 unless (i) it has first given the other Members written notice of the period contemplated action at least ten business days prior to the applicable due date of limitations for making assessments on behalf of such action and (ii) it has received the Members without first obtaining the unanimous written consent of the Management Committeeother Members to such contemplated action; provided, however, that unless the Tax Matters Member is notified otherwise no later than two business days prior to any date by which the Tax Matters Member must act as set forth in any notice received from the Internal Revenue Service, the Code or the regulations promulgated thereunder, such other Members shall be deemed to have given their consent. (e) At least 20 days prior to the due date for the filing of any federal income tax return of the Company, the Tax Matters Member shall provide a proposed draft of such return to the Members for their approval. If the Members approve such return, the return shall be filed as approved. Failure to provide the Tax Matters Member with written notice that the Members do not approve such return within 10 days from the receipt thereof by the Members shall be deemed approval by the Members. In the event the Members do not approve such return, and the Members and Tax Matters Member are otherwise unable to resolve their differences with regard to such return, the matter shall be submitted to an independent, nationally recognized accounting firm, the decision of which shall be final. The cost of retaining such accounting firm with respect to resolving such dispute shall be borne by the Company. The Tax Matters Member shall not bind provide a draft or final copy of any Member tax return to a settlement agreement without obtaining the consent of Member upon written request by such Member. Any Member that enters into a settlement agreement with respect to any Company item (as described in Code Section 6231(a)(3)) shall notify the other Members of such settlement agreement and its terms within 90 Days from the date of the settlement. (df) No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee consents Without limiting and in addition to the requested adjustmentforegoing, for tax proceedings, matters and claims in excess of $3 million, the Tax Matters Member shall file the request for the not initiate any legal or administrative adjustment proceedings on behalf of the Members. If such consent is not obtained within 30 Days from such noticeCompany or a Company Subsidiary in respect of or relating to any tax proceedings or other tax matters, or within agree to the period required settlement of any claims in respect of or relating to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6228 tax proceedings or other Code Section tax matters, without first consulting with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within Executive Committee a reasonable period of time prior to allow the other Members to participate in the choosing of the forum in which taking any such petition will be filedaction. (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

Tax Matters Member. (a) Eastern FS Member shall be act as the "“tax matters partner" ” of the Company pursuant to Section 6231(a)(7) of the Code (the "“Tax Matters Member"”). At the request of each other Member, the The Tax Matters Member shall take such action as may be necessary to cause, cause to the extent possible, such other possible each Member to become a "“notice partner" ” within the meaning of Section 6223 of the Code. The Tax Matters Member shall inform each other Member of all significant matters that may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth 15th Business Day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacity. (b) The Tax Matters Member shall take no action without the authorization of the Management Committee, other than such action as may be required by Law. Any reasonable cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (c) The Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members any Member without first obtaining the consent of the Management Committeesuch Member. The Tax Matters Member shall not bind any Member to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company item (as described in Code Section 6231(a)(3)) of the Code in respect of the term “partnership item”) shall notify the other Members of such settlement agreement and its terms within 90 Days days from the date of the settlement. (d) No Member shall file a request pursuant to Code Section 6227 of the Code for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee a Majority Interest consents to the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment on behalf of the Members. If such consent is not obtained within 30 Days days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, Member may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6228 or other Section of the Code Section with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period to each other Member 90 days prior to filing and the Tax Matters Member shall obtain the consent of time to allow the other Members to participate in the choosing of the forum in which such petition will be filedfiled prior to filing, which consent shall not be unreasonably withheld or delayed. (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b)) of the Code, such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's ’s intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

Tax Matters Member. (a) Eastern SLRC (or any Affiliate designated by SLRC as its replacement) is hereby designated, and shall be serve as, the "“tax matters partner" ” (as defined in Section 6231 of the Code) or, after the effective date of Section 1101 of the Bipartisan Budget Act of 2015 (or any successor or similar provision of federal, state or local law) (the “New Partnership Audit Rules”), the “partnership representative” (“Tax Matters Member”). Except as provided in this Section 6.17, the Tax Matters Member shall be authorized and required to make any determination, decision or election related to its capacity as Tax Matters Member, in its sole discretion, and to represent the Company (at the Company’s expense) in connection with all examinations of the Company’s affairs by any relevant governmental agency, including resulting administrative and judicial proceedings and to expend Company funds for professional services and costs associated therewith. The settlement of any material tax examination or proceeding by the Tax Matters Member shall be subject to the prior written consent of Deerfield, which shall not be unreasonably withheld, conditioned or delayed. The Tax Matters Member shall have the right to retain professional assistance in respect of any audit of the Company pursuant to and all reasonable, documented out-of-pocket expenses and fees incurred by the Tax Matters Member on behalf of the Company as Tax Matters Member shall be reimbursed by the Company. Each Member shall be a “notice partner” within the meaning of Section 6231(a)(76231(a)(8) of the Code Code. (b) For taxable years beginning after December 31, 2017 or later date, if applicable, the "Tax Matters Member"Member (i) except as agreed to by all of the Members, shall make an election under Section 6221 of the New Partnership Audit Rules, to the extent available under applicable law; and (ii) shall be permitted to make an election under Section 6226 of the New Partnership Audit Rules, in each case as and when permitted by applicable law; provided, that in the course of deciding whether to make the election described in clause (ii). At the request of each other Member, the Tax Matters Member shall take into account the potential tax impact to each Member of such action as may be necessary to cause, to the extent possible, such other Member to become a "notice partner" within the meaning of Section 6223 election. For purposes of the Code. The Tax Matters Member shall inform each other Member of all significant matters that may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth Business Day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacity. (b) The Tax Matters Member shall take no action without the authorization of the Management Committee, other than such action as may be required by Law. Any cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (c) The Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Management Committee. The Tax Matters Member shall not bind any Member to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company item (as described in Code Section 6231(a)(3)) shall notify the other Members of such settlement agreement and its terms within 90 Days from the date of the settlement. (d) No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee consents to the requested adjustmentpreceding sentence, the Tax Matters Member shall file not be liable for making (or not making) such election after taking into account the request for potential tax impact of such election. If the administrative adjustment on behalf Company is subject to any tax liabilities under Section 6225 of the Members. If such consent is not obtained within 30 Days from such noticeNew Partnership Audit Rules, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6228 or other Code Section with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is shall, in its reasonable discretion exercised in good faith, allocate among the Member intending to file such petition on behalf Members any tax liability imposed under Section 6225 of the CompanyNew Partnership Audit Rules, such notice to the extent applicable, after applying the procedures set forth under Section 6225(c) by reducing amounts otherwise distributable to the Members hereunder in a fair and equitable manner (it being understood that any tax liabilities so allocated shall be given within a reasonable period of time treated as distributed to allow the other applicable Members to participate in the choosing of the forum in which such petition will be filedaccordance with Section 5.3). (ec) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances Notwithstanding anything to the other Members contrary in this Section 6.17, the Tax Matters Partner shall at all times act at the lawful direction of such intent and the manner in which the Member's intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other MembersBoard.

Tax Matters Member. (a) Eastern EQT shall be serve as the "“tax matters partner" ” of the Company pursuant to Section 6231(a)(7) of the Code (the "“Tax Matters Member"”). At the request of each other Member, the The Tax Matters Member shall take such action as may be necessary to cause, cause to the extent possible, such possible each other Member to become a "“notice partner" ” within the meaning of Section 6223 of the Code. The Tax Matters Member shall inform each other Member of all significant matters that may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth Business Day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive from a taxing authority in that capacity. In the event that EQT ceases to be the Tax Matters Member (or any successor Tax Matters Member ceases to be a Member), the Management Committee shall appoint a successor Tax Matters Member. (b) The Tax Matters Member shall provide any Member, upon reasonable request, access to accounting and tax information and schedules obtained by the Tax Matters Member solely in its capacity as Tax Matters Member as shall be necessary for the preparation by such Member of its income tax returns and such Member’s tax information reporting requirements. (c) The Tax Matters Member shall take no action in its capacity as Tax Matters Member without the authorization of the Management Committee, other than such action as may be required by Law. Any cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedingsproceedings and in complying with Section 8.03(b), shall be paid by the Company. (cd) The Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Management Committee. The Tax Matters Member shall not bind any Member to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company partnership item (as described in Code Section 6231(a)(3)) with respect to the Company shall notify the other Members of such settlement agreement and its terms within 90 [***] Days from the date of the settlement. (de) No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of Company items for any taxable year without first notifying the other MembersMembers no later than [***] Days prior to filing such request. If the Management Committee consents to the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment on behalf of the Members. If such consent is not obtained within 30 [***] Days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6228 or other Code Section with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed. (ef) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's ’s intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

Tax Matters Member. (a) Eastern The Board of Managers shall be designate a qualifying Member to act as the "tax matters partner" partner within the meaning of the Company and pursuant to Section 6231(a)(7) of the Code (the "Tax Matters Member"). At the request of each other MemberRegulations Sections 301.6231(a)(7)-1 and -2 or any similar provision under state or local law; provided, however, that the Tax Matters Member shall take such action as may be necessary not have any right to cause, to settle or compromise any material matter raised by the extent possible, such other Member to become a "notice partner" within IRS without the meaning of Section 6223 approval of the Code. The Board of Managers, and the other Members shall be kept informed of, and shall be given an opportunity to discuss with the Tax Matters Member, all such matters which the Tax Matters Member shall inform each other Member of all significant matters deems to be material; provided, however, that may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth Business Day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacity. (b) The Tax Matters Member shall take no action without the authorization of the Management Committee, other than such action as may be required by Law. Any cost or expense incurred if a tax settlement proposed by the Tax Matters Member (A) involves an income inclusion and/or a denial of deduction for the Company that in connection with its dutiesthe aggregate exceeds $10 million and (B) relates to (i) a taxable period that includes the Effective Date or begins on or after the Effective Date or (ii) any other taxable period of the Company that could have an effect on Leucadia (including for this purpose an effect that occurs in a later taxable period), including the preparation for or pursuance of administrative or judicial proceedings, then such proposed settlement shall be paid by the Company. (c) The Tax Matters Member subject to each Member’s review and consent, which consent shall not enter into any extension be unreasonably withheld, conditioned or delayed. With respect to tax settlements in respect of a tax period of the period of limitations for making assessments on behalf Company ending prior to the Effective Date that is not described in clause (B)(ii) of the Members without first obtaining the consent of the Management Committee. The Tax Matters Member shall not bind any Member preceding sentence and as to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company item (as described in Code Section 6231(a)(3)) shall notify the other Members of such settlement agreement and its terms within 90 Days from the date of the settlement. (d) No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee consents to the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment on behalf of the Members. If such consent which USPB is not obtained within 30 Days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6228 or other Code Section with respect to any item involving the Company shall notify the other Members of such intention and the nature no approval of the contemplated proceedingMembers is required. In the case where event that the consent of a Member is required and such Member does not consent to such proposed settlement (a “Non-Consenting Member”), the Non-Consenting Member shall indemnify and hold harmless each other Member on an after tax basis to the extent that the final outcome of the tax controversy for a Member is more adverse than the proposed settlement (including, without limitation, for this purpose the amount and timing of utilization of a Member’s net operating losses and a Member’s share of any costs and expenses incurred by the Company in connection with such controversy occurring after the proposed settlement date). Unless and until another Member is designated as the tax matters partner by the Board, Leucadia shall be the tax matters partner of the Company and in such capacity is referred to as the “Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filedMember”. (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

Tax Matters Member. (a) Eastern South Central shall be the "tax matters partner" of the Company pursuant to Section 6231(a)(7) of the Code (the "Tax Matters Member"). At the request of each other Member, the Tax Matters Member shall take such action as may be necessary to cause, to the extent possible, such other Member to become a "notice partner" within the meaning of Section 6223 of the Code. The Tax Matters Member shall inform each other Member of all significant matters that may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth Business Day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacity. (b) The Tax Matters Member shall take no action without the authorization of the Management Committee, other than such action as may be required by Law. Any cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (c) The Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Management Committee. The Tax Matters Member shall not bind any Member to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company item (as described in Code Section 6231(a)(3)) shall notify the other Members of such settlement agreement and its terms within 90 Days from the date of the settlement. (d) No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee consents to the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment on behalf of the Members. If such consent is not obtained within 30 Days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6228 or other Code Section with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed. (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

Tax Matters Member. (a) Eastern shall be The Manager is hereby designated the "tax matters partner" of the Company pursuant to Section as that term is defined in section 6231(a)(7) of the Code (referred to herein as the "Tax Matters Member"). At the request of each other Member, the Tax Matters Member shall take such action as may be necessary to cause, to the extent possible, such other Member to become a "notice partner" within the meaning of Section 6223 of the Code. The Tax Matters Member shall inform each other Member of all significant matters that may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth Business Day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacity. (b) The Tax Matters Member shall take no action in such capacity without the authorization or consent of the Management Committeeother Members, other than such action as may be required by Law. Any cost or expense incurred by the Tax Matters Member may be required to take by law. The Tax Matters Member shall use its best efforts to comply with the responsibilities outlined in connection with sections 6222 through 6232 of the Code and in doing so shall incur no liability to the other Members. Notwithstanding the Tax Matters Member's obligation to use its dutiesbest efforts in the fulfillment of its responsibilities, including the Tax Matters Member shall not be required to incur any expenses for the preparation for or pursuance of administrative or judicial proceedings, shall be paid by proceedings unless the CompanyMembers agree on a method for sharing such expenses. (c) The Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the other Members without first obtaining the written consent of the Management Committee. The Tax Matters Member shall not bind any Member to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company item (as described in Code Section 6231(a)(3)) shall notify the other Members of such settlement agreement and its terms within 90 Days from the date of the settlementMembers. (d) No Member shall file file, pursuant to section 6227 of the Code, a request pursuant to Code Section 6227 for an administrative adjustment of Company items for any Company taxable year without first notifying the other Members. If the Management Committee consents to other Members agree with the requested adjustment, then the Tax Matters Member shall file the request for the administrative adjustment on behalf of the MembersMember. If such unanimous consent is not obtained within 30 Days thirty (30) calendar days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. . (e) Any Member intending to file a petition under Code Sections sections 6226, 6228 6228, or other section of the Code Section with respect to respecting any item or other matter involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed. (e) . If the Members do not agree on the appropriate forum, then the appropriate forum shall be decided by vote of a majority in interest of the Members. Each Member shall have a vote in accordance with its aggregate percentage right to distributions of Available Cash for the year under audit. If such a majority cannot agree, then the Tax Matters Member shall choose the forum. If any Member intends to file seek review of any court decision rendered as a notice result of inconsistent treatment a proceeding instituted under Code the preceding provisions of this Section 6222(b5.12(e), then such Member shall give reasonable notice under the circumstances to notify the other Members of such intent intended action. (f) The Tax Matters Member shall not bind any Member to a settlement agreement without obtaining the written concurrence of such Member. For purposes of this Section 5.12(f), the term "settlement agreement" shall include a settlement agreement at either an administrative or judicial level. Any Member who enters into a settlement agreement respecting any partnership items, as defined in section 6231(a)(3) of the Code, shall notify the other Members of such settlement agreement and its terms within ninety (90) calendar days from the manner in which date of settlement. (g) The provisions of this Section 5.12 shall survive the termination of the Company or the termination of any Member's intended treatment interest in the Company and shall remain binding on the Members for a period of an item is (or may be) inconsistent time necessary to resolve with the treatment Internal Revenue Service or the United States Department of that item by the other MembersTreasury any and all matters regarding the United States federal income taxation of the Company.

Tax Matters Member. (a) Eastern The Heritage Group, or such other Member selected by the Board, shall be act as the "“tax matters partner" ” of the Company pursuant to Section 6231(a)(7) of the Code (the "“Tax Matters Member"”). At the request of each other Member, the The Tax Matters Member shall take such action as may be necessary to cause, cause to the extent possible, such other possible each Member to become a "“notice partner" ” within the meaning of Section 6223 of the Code. The Tax Matters Member shall inform each other Member of all significant matters that may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth Business Day business day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacity. (b) The Tax Matters Member shall take no action without the authorization of the Management CommitteeBoard, other than such action as may be required by Lawapplicable law. Any cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (c) The Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Management CommitteeBoard. The Tax Matters Member shall not bind any Member to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company item (as described in Code Section 6231(a)(3)) of the Code) shall notify the other Members of such settlement agreement and its terms within 90 Days days from the date of the settlement. (d) No Member shall file a request pursuant to Code Section 6227 of the Code for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee Board consents to the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment on behalf of the Members. If such consent is not obtained within 30 Days days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, Member may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6228 or other Section of the Code Section with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed. (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b)) of the Code, such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's ’s intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

Tax Matters Member. (a) Eastern shall The Person identified as the “Tax Matters Member” on Exhibit A is hereby designated, to the extent applicable for taxable years beginning before January 1, 2018, to be the "“tax matters partner" ” of the Company pursuant to Code Section 6231(a)(7) and shall serve in such capacity until a new “tax matters partner” is designated with the Approval of a Majority of the Code (the "Members. The Tax Matters Member")Member is also hereby designated as the “partnership representative” of the Company for purposes of the Partnership Tax Audit Rules. At The Board is authorized to take (or cause the request of each Company to take) such other Member, actions as may be necessary pursuant to Treasury Regulations or other guidance to cause the Tax Matters Member to be designated as the “partnership representative” of the Company, and each Member agrees to consent to such designation to the extent requested by the Board. Any Member who is designated “tax matters partner” shall take such action as may be necessary to cause, to the extent possible, such cause each other Member to become a "“notice partner" ” within the meaning of Section Code Sections 6223 of the Codeand 6231. The Tax Matters Any Member who is designated “tax matters partner” or “partnership representative” shall inform each other Member of all significant matters that may come to its attention in its capacity as Tax Matters Member such by giving notice thereof on or before the fifth Business Day fourteen (14) days after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacity. (b) The . Any Member who is designated “tax matters partner” may not take any action contemplated by Code Sections 6222 through 6231, and any Member who is designated “partnership representative” may not take any action contemplated by the Partnership Tax Matters Member shall take no action Audit Rules, without the authorization consent of the Management CommitteeBoard, other than such but this sentence does not authorize any Person to take any action left to the determination of an individual Member under Code Sections 6222 through 6231. Notwithstanding the foregoing, (a) neither the “tax matters partner” nor the “partnership representative,” as may be required by Law. Any cost or expense incurred by the Tax Matters Member in connection with its dutiesapplicable, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. will (ci) The Tax Matters Member shall not enter into agree to any extension of the period statute of limitations for making tax assessments on behalf of the Members Company without first obtaining the written consent of the Management Committee. The Tax Matters Member shall not all Class A Members or (ii) waive any rights of or bind any Class A Member to a settlement agreement in any tax proceeding without obtaining the consent prior written concurrence of any such Member. Any Class A Member that enters into and (b) unless otherwise approved by all of the Class A Members, in the event of an audit by the IRS, the “partnership representative” shall make, on a settlement agreement with respect to any Company item (as described in timely basis, the election provided by Code Section 6231(a)(3)6226(a) shall notify the other Members of such settlement agreement and its terms within 90 Days from the date of the settlement. (d) No to treat a “partnership adjustment” as an adjustment to be taken into account by each Member shall file a request pursuant to in accordance with Code Section 6227 for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee consents to the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment on behalf of the Members. If such consent is not obtained within 30 Days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6228 or other Code Section with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed6226(b). (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

Tax Matters Member. (a) Eastern The Managing Member shall be the "“tax matters partner" ” of the Company pursuant to as defined in Section 6231(a)(7) of the Code (the "“Tax Matters Member"”). At the request of each other Member, the The Tax Matters Member shall take such action as may be necessary to cause, cause to the extent possible, such possible each other Member to become a "notice partner" partner within the meaning of Section 6223 6231 (a)(8) of the Code. The Tax Matters Member shall inform each other Member of all significant matters that may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth Business Day day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacity. (b) The Tax Matters Member shall take no action without the authorization of the Management Committee, other than such action as may be required by Law. Any cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (c) The Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Management Committee. The Tax Matters Member shall not bind any Member to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company partnership item (as described in Code within the meaning of Section 6231(a)(3)) of the Code) shall use reasonable best efforts to notify the other Members of such settlement agreement and its terms within 90 Days days from the date of the settlement. (d) No Each Member shall file use commercially reasonable efforts to notify the other Members prior to filing a request pursuant to Code Section 6227 of the Code for an administrative adjustment of Company partnership items for any taxable year without first notifying the other Membersyear. If the Management Committee Managing Member consents to the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment on behalf of the Members. If such consent is not obtained within 30 Days days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Section 6226 or 6228 of the Code Sections 6226, 6228 or other Section of the Code Section with respect to any item involving the Company shall use commercially reasonable efforts to notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed. (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b)) of the Code, such Member shall use commercially reasonable efforts to give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's ’s intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

Tax Matters Member. (a) Eastern Enterprise Parent 1 shall be the "tax matters partnermember" of the Company pursuant to Section 6231(a)(7) of the Code (the "Tax Matters MemberTAX MATTERS MEMBER"). At the request of each other Member, the The Tax Matters Member shall take such action as may be necessary to cause, cause to the extent possible, such possible each other Member to become a "notice partner" within the meaning of Section 6223 of the Code. The Tax Matters Member shall Code and will inform each other Member of all significant matters that may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth 30th Business Day after becoming aware thereof and, within that time, shall will forward to each other Member copies of all significant written communications it may receive in that capacity. (b) The Tax Matters Member shall take no action (including settling or compromising any material state tax return on behalf of the Company or the MLP or settling or compromising any material claim with respect to taxes of the Company or the MLP) without the authorization of the Management CommitteeBoard of Directors, other than such action as may be required by Law. Any cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (c) The Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Management CommitteeBoard of Directors. The Tax Matters Member shall not bind any Member to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company item (as described in Code Section 6231(a)(3)) shall notify the other Members of such settlement agreement and its terms within 90 Days from the date of the settlement. (d) No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee Board of Directors consents to the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment on behalf of the Members. If such consent is not obtained within 30 Days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6228 or other Code Section with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed. (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

Tax Matters Member. (a) Eastern shall be the "tax matters partner" of the Company pursuant Subject to Section 6231(a)(7) of the Code (the "Tax Matters Member"5.5(b). At the request of each other Member, the Tax Matters Member shall take such action as may be necessary to cause, to have all of the extent possible, such other Member to become powers and authority of a "notice partner" within the meaning of Section 6223 of Tax matters partner under the Code. The Tax Matters Member shall inform each represent the Company (at the Company’s expense) in connection with all administrative and/or judicial proceedings by the Internal Revenue Service or any Taxing authority involving any Tax return of the Company, and may expend the Company’s funds for professional services and costs associated therewith. The Tax Matters Member shall provide to the Members prompt notice of any communication to or from or agreements with a federal, state or local authority regarding any return of the Company, including a summary of the provisions thereof. In consideration of the services performed by the Tax Matters Member, the Company shall pay to the Tax Matters Member fees commensurate with those commonly charged in the industry by arm’s-length parties, which amount shall not exceed the aggregate amount of costs and expenses incurred by the Tax Matters Member in the performance of its services for the Company unless approved in writing by all of the Members. (b) Azoff Member shall be the Tax Matters Member as long as it does not resign from such position and Azoff Member is a Member and Azoff is the Manager. If Azoff Member resigns or is no longer a Member, or if Azoff is no longer the Manager or if the Company does not have a Tax Matters Member for any other reason, the Member designated by the Manager shall be the Tax Matters Member and shall serve at the pleasure of all significant matters that may come the Manager. (c) The representation of the Company in any governmental Tax audit of the Company shall be undertaken at the Company’s expense. The Tax Matters Member shall not be required to its attention take any action or incur any expenses for the prosecution of any administrative or judicial remedies in its capacity as Tax Matters Member by giving notice thereof unless the parties hereto agree on or before a method of sharing expenses incurred in connection with the fifth Business Day after becoming aware thereof and, within that time, shall forward to each other Member copies prosecution of all significant written communications it may receive in that capacity. (b) The such remedies. As long as the Tax Matters Member is not grossly negligent and acts in good faith, the Company shall take no action without indemnify and hold harmless the authorization of the Management Committee, other than such action as may be required by Law. Any cost or expense Tax Matters Member from and against any and all liabilities incurred by the Tax Matters Member in connection with any activities or undertakings taken by it in its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (c) The capacity as Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Management Committee. The Tax Matters Member shall not bind any Member to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company item (as described in Code Section 6231(a)(3)) shall notify the other Members of such settlement agreement and its terms within 90 Days from the date of the settlement. (d) No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee consents to the requested adjustment, The Members will furnish the Tax Matters Member shall file the request for the administrative adjustment on behalf with such information (including information specified in Section 6230(e) of the Members. If such consent is not obtained within 30 Days from such notice, or within Code) as it may reasonably request to permit it to provide the period required Internal Revenue Service with sufficient information to timely file allow proper notice to the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6228 or other Code Members in accordance with Section with respect to any item involving the Company shall notify the other Members of such intention and the nature 6223 of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filedCode. (e) If any Member intends to file a notice Notice of inconsistent treatment Inconsistent Treatment under Code Section 6222(b)) of the Code, such that Member shall give reasonable notice under will, at least ten (10) Business Days prior to the circumstances to filing of that notice, notify the other Members of such the intent and the manner in which the Member's ’s intended treatment of an a Company item is (or may be) inconsistent with the treatment of that item by the other Members. (f) The Tax Matters Member will not enter into any extension of the period of limitations for making assessments on behalf of any other Member without first securing the written consent of that Member. (g) No Member will file, pursuant to Section 6227 of the Code, a request for administrative adjustment (a “Request for Administrative Adjustment”) of Company items for any Company Taxable year without first notifying all other Members. If all other Members agree with the requested adjustment, the Tax Matters Member will file the Request for Administrative Adjustment on behalf of the requesting Member. If unanimous consent is not obtained within thirty (30) days (or, if shorter, within the period required to timely file the Request for Administrative Adjustment), any Member, including the Tax Matters Member, may file a Request for Administrative Adjustment on its own behalf. (h) The Tax Matters Member shall not, in its capacity as Tax Matters Member, file a petition under Sections 6226, 6228 or any other Sections of the Code with respect to any Company item, or other Tax matters involving the other Members, without the unanimous consent of all the Members. Any Member intending to file a petition under Sections 6226, 6228 or any other Sections of the Code with respect to any Company item, or other Tax matters involving the other Members, will notify the other Members of that intention and the nature of the contemplated proceeding. If any Member intends to seek review of any court decision rendered as a result of a proceeding instituted under the preceding part of this Section 5.6, that Member will notify the other Members of that intended action. (i) The Tax Matters Member will not bind the other Members to a settlement agreement without obtaining the written concurrence of the other Members that would be bound by that agreement. Any other Member that enters into a settlement agreement with the Secretary of the Treasury with respect to any Company items, as defined by Section 6231(a)(3) of the Code, will notify the other Members of that settlement agreement and its terms within thirty (30) days from the date of settlement. (j) The provisions of this Section 5.6 will survive the termination of this Agreement or the termination of any Member’s Company Interest and will remain binding on the Members for a period of time necessary to resolve any and all matters regarding the federal and, if applicable, state income Taxation of the Members. Each Member shall retain its records with respect to each fiscal year until the expiration of the period within which additional federal or state income Tax may be assessed for such year.

Tax Matters Member. (a) Eastern shall be 5.20.1 ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ is hereby designated the "“tax matters partner" of the Company pursuant to Section ” as that term is defined in section 6231(a)(7) of the Code (referred to herein as the "“Tax Matters Member"”). At the request of each other Member, the Tax Matters Member shall take such action as may be necessary to cause, to the extent possible, such other Member to become a "notice partner" within the meaning of Section 6223 of the Code. The Tax Matters Member shall inform each other Member of all significant matters that may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth Business Day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacity. (b) 5.20.2 The Tax Matters Member shall take no action in such capacity without the authorization or consent of the Management Committeeother Members, other than such action as the Tax matters Member may be required to take by Lawlaw. Any cost The Tax Matters Member shall use his or expense incurred by her best efforts to comply with the responsibilities outlined in sections 6222 through 6232 of the Code and in doing so shall incur no liability to the other Members. Notwithstand­ing the Tax Matters Member’s obligation to use his or her best efforts in the fulfillment of his or her responsibilities, the Tax Matters Member in connection with its duties, including shall not be required to incur any expenses for the preparation for or pursuance of administrative or judicial proceedings, shall be paid by proceedings unless the CompanyMembers agree on a method for sharing such expenses. (c) 5.20.3 The Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the other Members without first obtaining the written consent of the Management Committee. The Tax Matters Member shall not bind any Member to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company item (as described in Code Section 6231(a)(3)) shall notify the other Members of such settlement agreement and its terms within 90 Days from the date of the settlementMembers. (d) 5.20.4 No Member shall file file, pursuant to section 6227 of the Code, a request pursuant to Code Section 6227 for an administrative adjustment of Company items for any Company taxable year without first notifying the other Members. If the Management Committee consents to other Members agree with the requested adjustment, then the Tax Matters Member shall file the request for the administrative adjustment on behalf of the MembersMember. If such unanimous consent is not obtained within 30 Days thirty (30) calendar days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its his or her own behalf. . 5.20.5 Any Member intending to file a petition under Code Sections 6226sections 6236, 6228 6228, or other section of the Code Section with respect to any item or other matter involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed. If the Members do not agree on the appropriate forum, then the appropriate forum shall be decided by the affirmative vote of the Managers. (e) If 5.20.6 The Tax Matters Member shall not bind any Member intends to file a notice settlement agreement without obtaining the written concurrence of inconsistent treatment under Code such Member. For purposes of this Section 6222(b)5.12.6, such the term “settlement agreement” shall include a settlement agreement at either an administrative or judicial level. Any Member who enters into a settlement agreement with respect to any partnership items, as defined in section 6231(a)(3) of the Code, shall give reasonable notice under the circumstances to notify the other Members of such intent settlement agreement and its terms within ninety (90) calendar days from the manner date of settlement. 5.20.7 The provisions of this Section 5.12.7 shall survive the termination of the Company or the termination of any Member’s interest in which the Member's intended treatment Company and shall remain binding on the Members for a period of an item is (or may be) inconsistent time necessary to resolve with the treatment Internal Revenue Service or the United States Department of that item by the other MembersTreasury any and all matters regarding the United States federal income taxation of the Company.

Tax Matters Member. (a) Eastern The AIG Member is hereby designated the “Tax Matters Member” and shall be serve as the "tax matters partner" partner (as defined in Code Section 6231) and is authorized and required to represent the Company in connection with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings. Each Member (other than the FRBNY Member) agrees that any decisions made and action taken by the Tax Matters Member, including without limitations, in connection with audits of the Company pursuant and whether or not to Section 6231(a)(7settle or contest any tax matters, shall be binding upon the Company and such Members (other than the FRBNY Member) and each such Member (other than the FRBNY Member) further agrees that such Member (other than the FRBNY Member) shall not treat any Company item inconsistently on such Member’s income tax return with the treatment of the Code (item on the "Company’s return and that such Member shall not independently act with respect to tax audits or tax litigation affecting the Company, unless previously authorized to do so in writing by the Tax Matters Member"), which authorization may not be unreasonably withheld by Tax Matters Member. At the request of each other MemberIf any state or local tax Law provides for a tax matters partner or person having similar rights, powers, authority or obligations, the Tax Matters Member shall take also serve in such action as may be necessary to causecapacity. In all other cases, to the extent possible, such other Member to become a "notice partner" within the meaning of Section 6223 of the Code. The Tax Matters Member shall inform each other represent the Company in all tax matters to the extent allowed by applicable Law. The AIG Member of all significant matters that may come to its attention in its capacity as shall pay, and indemnify the Tax Matters Member by giving notice thereof on or before the fifth Business Day after becoming aware thereof andagainst, within that time, shall forward to each other Member copies of any and all significant written communications it may receive in that capacity. (b) The Tax Matters Member shall take no action without the authorization of the Management Committee, other than such action as may be required by Law. Any cost or expense expenses incurred by the Tax Matters Member in connection with its dutiessuch capacity. Such expenses shall include, including the preparation for or pursuance without limitation, fees of administrative or judicial proceedingsattorneys and other tax professionals, shall be paid by the Company. (c) The Tax Matters Member shall not enter into any extension accountants, appraisers and experts, filing fees and reasonable out of pocket costs. In furtherance of the period foregoing, in the event the Company is not subject to the consolidated audit rules of limitations for making assessments on behalf of Code Sections 6221 through 6234 during any taxable year, the Members without first obtaining the consent of the Management Committee. The Tax Matters Member shall not bind any Member hereby agree to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company item (as described in Code Section 6231(a)(3)) shall notify the other Members of such settlement agreement and its terms within 90 Days from the date of the settlement. (d) No Member shall file a request sign an election pursuant to Code Section 6227 6231(a)(1)(B)(ii) to be filed with the Company’s federal income tax return for an administrative adjustment of Company items for any such taxable year without first notifying the other Members. If the Management Committee consents to have such consolidated audit rules apply to the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment on behalf of the Members. If such consent is not obtained within 30 Days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6228 or other Code Section with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed. (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

Tax Matters Member. (a) Eastern shall be GGPLP is hereby designated as the Tax Matters Member for the Company, which has the meaning of "tax matters partner" under Section 6231(a)(7) of the Code; provided, however, (i) in exercising its authority as Tax Matters Member, GGPLP shall be limited by the provisions of this Agreement affecting tax aspects of the Company; (ii) the Tax Matters Member shall consult in good faith with the Board regarding the filing of a Code Section 6227(b) administrative adjustment request with respect to the Company before filing such request, it being understood, however, that the provisions hereof shall not be construed to limit the ability of any Member, to file an administrative adjustment request on its own behalf pursuant to Section 6227(a) of the Code; (iii) the Tax Matters Member shall consult in good faith with the Board regarding the filing of a petition for judicial review of an administrative adjustment request under Section 6228 of the Code, or a petition for judicial review of a final partnership administrative judgment under Section 6226 of the Code relating to the Company before filing such petition; (iv) the Tax Matters Member shall give prompt notice to the other Members of the receipt of any written notice that the Internal Revenue Service or any state or local taxing authority intends to examine Company income tax returns for any year, receipt of written notice of the beginning of an administrative proceeding at the Company level relating to the Company under Section 6223 of the Code, receipt of written notice of the final Company administrative adjustment relating to the Company pursuant to Section 6231(a)(7) 6223 of the Code Code, and receipt of any request from the Internal Revenue Service for waiver of any applicable statute of limitations with respect to the filing of any tax return by the Company; and (the "Tax Matters Member"). At the request of each other Member, v) the Tax Matters Member shall take such action as may be necessary to cause, to promptly notify the extent possible, such other Member to become a "notice partner" within the meaning of Section 6223 of the Code. The Tax Matters Member shall inform each other Member of all significant matters that may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth Business Day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacity. (b) The Tax Matters Member shall take no action without the authorization of the Management Committee, other than such action as may be required by Law. Any cost or expense incurred by Members if the Tax Matters Member in connection does not intend to file for judicial review with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by respect to the Company. (c) The Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Management Committee. The Tax Matters Member shall not bind any Member to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company item (as described in Code Section 6231(a)(3)) shall notify the other Members of such settlement agreement and its terms within 90 Days from the date of the settlement. (d) No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee consents to the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment on behalf of the Members. If such consent is not obtained within 30 Days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6228 or other Code Section with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed. (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

Tax Matters Member. (a) Eastern The Board shall be from time to time designate a Member to act as the "“tax matters partner" ” of the Company pursuant to Section 6231(a)(7) of the Code or under any similar provision under applicable tax law (the "“Tax Matters Member"”). At The initial Tax Matters Member shall be BlackBrush TexStar before the request BBTS Distribution, and the initial Tax Matters Member after the BBTS Distribution shall be EIG. The Tax Matters Member shall not take any material action as Tax Matters Member without the consent of each other Memberthe Designating Parties (such consent not to be unreasonably conditioned, the withheld or delayed). The Tax Matters Member shall take such action as may be necessary to cause, to the extent applicable, (x) the Company to make the election described in Section 6231(a)(1)(B)(ii) of the Code, and (ii) to the extent possible, such other each Member to become a "“notice partner" ” within the meaning of Section 6223 of the Code. The Tax Matters Member shall inform each other Member of all significant matters that may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth Business Day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacity. (b) The Tax Matters Member shall take no action without the authorization of the Management Committee, other than such action as may be required by Law. Any cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (c) The Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Management Committee. The Tax Matters Member shall circulate to each Member a draft of all federal and state income tax returns of the Company, and the Company shall cause the Partnership to circulate to each Member a draft of all federal and state income tax returns of the Partnership, in each case not bind any Member later than 15 days prior to a settlement agreement without obtaining the consent due date for filing of such return(s), and upon any Member. Any Member that enters into a settlement agreement with respect to any Company item (as described in Code Section 6231(a)(3)) shall notify the other Members of such settlement agreement and its terms within 90 Days from the date of the settlement. (d) No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee consents to the requested adjustment’s reasonable request, the Tax Matters Member shall file consult with such Member regarding such returns. The Company shall not be obligated to pay any fees or other compensation to the request Tax Matters Member in its capacity as such, provided, that the Company shall reimburse the Tax Matters Member for any and all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by it in its capacity as the administrative adjustment Tax Matters Member. Notwithstanding anything to the contrary contained in this Agreement, without the approval of the Board, the Tax Matters Member shall not in its capacity as Tax Matters Member make any material decisions or enter into any material agreements on behalf of the Members. If such consent is not obtained within 30 Days from such notice, Company or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6228 or other Code Section with respect to any item involving the Company shall notify the other Members if such decisions or agreements may reasonably be considered to have a material and adverse effect upon the Company or any other Member; for the avoidance of such intention and doubt, any settlement agreements with the nature Internal Revenue Service or consent to extend the period of limitation as contemplated by Section 6229(b)(1)(B) of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice Code shall be given within considered such a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filedmaterial agreement. (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

Tax Matters Member. (a) Eastern The Managing Member shall be the "“tax matters partner" ” of the Company pursuant to as defined in Section 6231(a)(7) of the Code (the "“Tax Matters Member"”). At the request of each other Member, the The Tax Matters Member shall take such action as may be necessary to cause, cause to the extent possible, such possible each other Member to become a "notice partner" partner within the meaning of Section 6223 6231 (a)(8) of the Code. The Tax Matters Member shall inform each other Member of all significant matters that may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth Business Day day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacity. (b) The Tax Matters Member shall take no action without the authorization of the Management Committee, other than such action as may be required by Law. Any cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (c) The Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Management Committee. The Tax Matters Member shall not bind any Member to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company partnership item (as described in Code within the meaning of Section 6231(a)(3)) of the Code) shall notify the other Members of such settlement agreement and its terms within 90 Days days from the date of the settlement. (d) No Member shall file a request pursuant to Code Section 6227 of the Code for an administrative adjustment of Company partnership items for any taxable year without first notifying the other Members. If the Management Committee Managing Member consents to the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment on behalf of the Members. If such consent is not obtained within 30 Days days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Sections 6226 or 6228 of the Code Sections 6226, 6228 or other Section of the Code Section with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed. (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b)) of the Code, such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's ’s intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

Tax Matters Member. (a) Eastern Sponsor shall be serve as the "Tax Matters Member for so long as it is the Manager. The Tax Matters Member shall cause the preparation and timely filing of all Company tax matters partner" returns and shall, on behalf of the Company pursuant Company, timely file all other writings required by any governmental authority having jurisdiction to Section 6231(a)(7require such filing, including all state and local withholding tax requirements on distributions and/or income allocations and shall cause the timely filing and reporting of such information to the governmental authorities and to Members. At least ten (10) days prior to the filing of any material income tax return, the Tax Matter Member will provide a draft thereof to the Investor for review, comment and consent, such consent not to be unreasonably withheld and such consent deemed to be given absent written objection. The Tax Matters Member shall give prompt Notice to each Member upon receipt of advice that the Internal Revenue Service or any state or local taxing authority intends to examine or audit any income tax returns of the Code (Company. Sponsor shall not take any material action in its capacity as the "Tax Matters Member"Member in a manner that shall bind Investor without the consent of the Investor (unless the failure to give consent will have a material adverse effect with respect to Sponsor and the consent will not have a material adverse effect with respect to Investor), including without limitation the following: (i) agree to extend any statute of limitations with respect to the Company under Section 6229 of the Code; (ii) file a request for administrative adjustment (including a request for substituted return treatment) under Section 6227 of the Code; (iii) file a petition for judicial review, or any appeal with respect to any judicial determination, under Section 6226 or 6228 of the Code; (iv) take any action to consent to, or to refuse to consent to, a settlement reflected in a decision of a court; or (v) enter into any tax settlement agreement affecting the Company. The Tax Matters Member shall promptly give Notice to the Members of the contents of any material communication (oral or written) from the Internal Revenue Service or any state or local taxing authority within 2 Business Days of receiving such communication (or on the same day, if any action is required in response to such communication within fewer than thirty (30) days of receipt of such communication). At The Tax Matters Member shall also promptly give Notice to the request Members of each other Memberthe commencement of any administrative or judicial proceedings involving the tax treatment of any items of Company income, loss, deduction or credit, and shall further keep them fully informed of, and provide the Members an opportunity to participate fully in, all material developments involved in such proceedings. In addition, the Tax Matters Member shall take such action as may be necessary give the Members prompt Notice of, and provide the Members an opportunity to causeparticipate in the preparation of, any material submission to the extent possibleInternal Revenue Service, any state or local taxing authority, or to any court in connection with any such other Member to become a "notice partner" within the meaning of Section 6223 of the Codeproceedings. The Tax Matters Member shall inform each other Member also give Notice to the Members of all significant matters that may come its intention to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth Business Day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacity. (b) The Tax Matters Member shall take no action without the authorization meet with any representative of the Management CommitteeInternal Revenue Service or any state or local taxing authority at least thirty (30) days prior to such meeting (or immediately upon arranging such meeting if such meeting is arranged fewer than thirty (30) days prior to such meeting), other than and shall provide the Members or their agents, legal counsel, employees or accountants with an opportunity to participate in such action as may be required by Law. Any cost or expense incurred by meeting (and shall inform any Members who do not participate in the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (c) The Tax Matters Member shall not enter into any extension meeting of the period of limitations for making assessments on behalf results of the Members without first obtaining the consent of the Management Committeemeeting within two (2) Business Days after such meeting). The Tax Matters Member shall not bind any Member to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company item (as described in Code Section 6231(a)(3)) shall notify the other Members of such settlement agreement and its terms within 90 Days from the date of the settlement. (d) No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee consents also provide to the requested adjustmentMembers, the Tax Matters Member shall file the request for the administrative adjustment on behalf at least ten (10) Business Days prior to filing with any governmental authority, a copy of the Members. If such consent is not obtained within 30 Days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6228 or other Code Section with respect to any item involving the all Company shall notify the other Members of such intention tax returns and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filedsupporting documentation. (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

Tax Matters Member. (a) Eastern The Management Committee shall be designate El Paso to serve as the "“tax matters partner" ” of the Company pursuant to Section 6231(a)(7) of the Code (the "“Tax Matters Member"”). At the request of each other Member, the The Tax Matters Member shall take such action as may be necessary to cause, cause to the extent possible, such possible each other Member to become a "“notice partner" ” within the meaning of Section 6223 of the Code. The Tax Matters Member shall inform each other Member of all significant matters that may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth Business Day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacity. (b) The Tax Matters Member shall take no action without provide any Member, upon request, access to accounting and tax information and schedules as shall be necessary for the authorization preparation by such Member of the Management Committee, other than its income tax returns and such action as may be required by Law. Member’s tax information reporting requirements. c) Any cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid reimbursed by the Company. (cd) The Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Management Committee. The Tax Matters Member shall not bind any Member to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company item (as described in Code Section 6231(a)(3)) shall notify the other Members of such the settlement agreement and its terms within 90 Days from on or before the 90th Day after the date of the settlement. (de) No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee consents to the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment on behalf of the Members. If such consent is not obtained within 30 Days from on or before the 30th Day after such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6228 or other Code Section with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing selection of the forum in which such petition will be filed. (ef) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's ’s intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

Tax Matters Member. (a) Eastern MarkWest, or such other Member selected by the Board, shall be act as the "tax matters partner" of the Company pursuant to Section 6231(a)(7) of the Code (the "Tax Matters MemberTAX MATTERS MEMBER"). At the request of each other Member, the The Tax Matters Member shall take such action as may be necessary to cause, cause to the extent possible, such other possible each Member to become a "notice partner" within the meaning of Section 6223 of the Code. The Tax Matters Member shall inform each other Member of all significant matters that may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth Business Day business day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacity. (b) The Tax Matters Member shall take no action without the authorization of the Management CommitteeBoard, other than such action as may be required by Lawapplicable law. Any cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (c) The Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Management CommitteeBoard. The Tax Matters Member shall not bind any Member to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company item (as described in Code Section 6231(a)(3)) of the Code) shall notify the other Members of such settlement agreement and its terms within 90 Days days from the date of the settlement. (d) No Member shall file a request pursuant to Code Section 6227 of the Code for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee Board consents to the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment on behalf of the Members. If such consent is not obtained within 30 Days days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any MemberMember may, including the Tax Matters Membersubject to Section 5.5 hereof, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6228 or other Section of the Code Section with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed. (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b)) of the Code, such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

Tax Matters Member. (a) Eastern The Managing Member shall be the "“tax matters partner" ” of the Company pursuant to as defined in Code Section 6231(a)(7) of the Code (the "“Tax Matters Member"”). At the request of each other Member, the The Tax Matters Member shall take such action as may be necessary to cause, cause to the extent possible, such possible each other Member to become a "notice partner" partner within the meaning of Code Section 6223 of the Code6231 (a)(8). The Tax Matters Member shall inform each other Member of all significant matters that may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth Business Day day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacity. (b) The Tax Matters Member shall take no action without the authorization of the Management Committee, other than such action as may be required by Law. Any cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (c) The Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Management Committee. The Tax Matters Member shall not bind any Member to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company partnership item (as described in within the meaning of Code Section 6231(a)(3)) shall notify the other Members of such settlement agreement and its terms within 90 Days days from the date of the settlement. (d) No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of Company partnership items for any taxable year without first notifying the other Members. If the Management Committee Managing Member consents to the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment on behalf of the Members. If such consent is not obtained within 30 Days days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6226 or 6228 or other Code Section with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed. (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's ’s intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

Tax Matters Member. (a) Eastern Vitol shall be act as the "“tax matters partner" ” of the Company pursuant to Section 6231(a)(7) of the Code or under any similar provision under applicable tax law (the "“Tax Matters Member"”). At the request of each other Member, the The Tax Matters Member shall take such action as may be necessary to causecause (x) the Company to make the election described in Section 6231(a)(1)(B)(ii) of the Code, and (ii) to the extent possible, such other each Member to become a "“notice partner" ” within the meaning of Section 6223 of the Code. The Tax Matters Member shall inform each other Member Common Unitholder of all significant matters that may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth Business Day after becoming aware thereof and, within that time, shall forward to each other Member Common Unitholder copies of all significant written communications it may receive in that capacity. (b) The Tax Matters Member shall take no action without the authorization of the Management Committee, other than such action as may be required by Law. Any cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (c) The Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Management Committee. The Tax Matters Member shall circulate to each Common Unitholder a draft of all federal and state income tax returns of the Company, and the Company shall cause the General Partner to circulate to each Common Unitholder a draft of all federal and state income tax returns of the Partnership, in each case not bind any Member later than 15 days prior to a settlement agreement without obtaining the consent due date for filing of such return(s), and upon any Common Unitholder’s reasonable request, the Tax Matters Common Unitholder shall consult with such Common Unitholder regarding such returns. The Company shall not be obligated to pay any fees or other compensation to the Tax Matters Member in its capacity as such, provided, that the Company shall reimburse the Tax Matters Member for any and all reasonable out-of- pocket costs and expenses (including reasonable attorneys’ fees) incurred by it in its capacity as the Tax Matters Member. Any Member that enters into a settlement agreement with respect Notwithstanding anything to any Company item (as described the contrary contained in Code Section 6231(a)(3)) shall notify this Agreement, without the other Members of such settlement agreement and its terms within 90 Days from the date approval of the settlement. (d) No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee consents to the requested adjustmentBoard, the Tax Matters Member shall file the request for the administrative adjustment not in its capacity as Tax Matters Member make any material decisions or enter into any material agreements on behalf of the Members. If such consent is not obtained within 30 Days from such notice, Company or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6228 or other Code Section with respect to any item involving the Company shall notify the other Members if such decisions or agreements may reasonably be considered to have a material and adverse effect upon the Company or any other Member; for the avoidance of such intention and doubt, any settlement agreements with the nature Internal Revenue Service or consent to extend the period of limitation as contemplated by Section 6229(b)(1)(B) of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice Code shall be given within considered such a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filedmaterial agreement. (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

Tax Matters Member. (a) Eastern The Fox Member shall be the "Company’s “tax matters partner" ,” as provided in the Treasury Regulations under Code Section 6231 (the “Tax Matters Member”), unless and until removed and replaced by the Members, and as such shall perform the duties as are required or appropriate thereunder. Each Member by its execution of this Agreement consents to the designation of the Tax Matters Member and agrees to execute, certify, acknowledge, deliver, swear to, file, and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. (b) The Tax Matters Member shall have all the powers and duties assigned to the “tax matters partner” under Code Sections 6221 through 6232 and the Treasury Regulations thereunder, and shall have the authority to act, elect, report, and exercise its discretion with respect to all federal, state, and local tax matters relating to the Company. (c) Notwithstanding Section 15.7(b), (i) the Tax Matters Member is not authorized to take any action that is left to the determination of an individual Member under Code Sections 6222 through 6231; (ii) the Tax Matters Member may not finally settle or otherwise dispose of any audit or administrative or judicial proceeding relating to tax items of the Company that would bind any Member without the approval of such Member, which approval shall not be unreasonably withheld or delayed; (iii) the Members shall have the right to participate in any audit or administrative or judicial proceeding relating to the Company; and (iv) the Tax Matters Member shall not take any of the following actions without prior written consent of the VeriSign Member (which consent shall not be unreasonably withheld or delayed): (A) agree to extend any statute of limitations with respect to the Company under Code Section 6229; (B) file a request for administrative adjustment (including a request for substituted return treatment) under Code Section 6227; (C) file a petition for judicial review, or any appeal with respect to any judicial determination, under Code Section 6226 or Code Section 6228; (D) consent to be bound by a settlement reflected in a decision of a court; or (E) enter into any tax settlement agreement affecting the Company. (d) The Tax Matters Member shall, at the expense, and on behalf, of the Company, cause to be prepared and filed all tax returns (including amended returns) required to be filed by the Company pursuant to Section 6231(a)(715.8. (e) of the Code (the "Tax Matters Member"). At the request of each other Member, the The Tax Matters Member shall take promptly furnish the appropriate executive officers of the Company, the name and address of each Member and any other required information and shall arrange for and cause to be taken such action actions as may be necessary to cause, to the extent possible, such cause each other Member to become a "notice partner" “Notice Member” within the meaning of Code Section 6223 6223(a) and shall provide similar information to any foreign or state tax authority if and to the extent required or permitted so as to provide similar benefits to the other Members under any provision of foreign or state law or with respect to the Codeadministrative practice of any such tax authority. The Tax Matters Member shall inform arrange for and cause to be delivered to each other Member notice of all significant matters that may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth within ten (10) Business Day Days after becoming aware thereof and, within that such time, shall forward to each other Member copies of all significant written communications it may receive in that such capacity. (bf) The Tax Matters Member shall take no action without be entitled to be reimbursed by the authorization of the Management Committee, other than such action as may be required by Law. Any cost or expense Company for all costs and expenses incurred by the Tax Matters Member it in connection with its duties, including the preparation for or pursuance of any administrative or judicial proceedings, shall proceeding affecting tax matters of the Company and the Members in their capacity as such and to be paid indemnified by the CompanyCompany (solely out of Company assets) with respect to any action brought against it in connection with any judgment in or settlement of any such proceeding. (cg) The Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Management Committee. The Tax Matters Member shall not bind any Member to a settlement agreement without obtaining the consent of such Member. Any Member that who enters into a settlement agreement with respect to any Company item (as described in Code Section 6231(a)(3)) shall notify the other Members Tax Matters Member of such settlement agreement and its terms within 90 Days from ten (10) days after the date of the settlement. (dh) No Member shall file a request pursuant Prior to Code Section 6227 for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee consents to the requested adjustment, the Tax Matters Member shall file or the request for the administrative adjustment on behalf Board taking any discretionary action under Sections 15.2, 15.4, 15.5 or 15.6 or determining Gross Asset Value under subsections (b) and (c) of the Members. If such consent is not obtained within 30 Days from such noticedefinition thereof in Section 1.1(a), or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6228 or other Code Section shall consult with respect to any item involving and obtain the Company shall notify the other Members of such intention and the nature consent of the contemplated proceeding. In the case where the Tax Matters VeriSign Member is the Member intending prior to file taking any such petition on behalf of the Company, action or making any such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be fileddetermination. (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

Tax Matters Member. (a) Eastern The Managing Member shall be the "“tax matters partner" ” of the Company pursuant to Code Section 6231(a)(7) of the Code (the "“Tax Matters Member"”). At the request of each any other Member, the Tax Matters Member shall take such action as may be necessary to cause, to the extent possible, such other Member to become a "“notice partner" ” within the meaning of Section Code Sections 6223 of the Codeand 6231(a)(8). The Tax Matters Member shall inform each other Member provide the Members copies of all significant matters that may come to its attention in its capacity as notices and other written communications received by the Tax Matters Member from the IRS and any written communications sent to the IRS by giving the Tax Matters Member, relating to the Company. The Tax Matters Member shall provide the Members with an advance opportunity to review and comment on any written communications to be sent to the IRS. The Tax Matters Member shall provide Members with prompt written notice thereof on or before the fifth Business Day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant meetings or conferences with the IRS and the Members shall have the right to attend all such meetings and conferences at their expense. Prior to the Flip Point, the Tax Matters Member shall be subject to removal for Cause upon the written communications it may receive in that capacityrequest of Members (other than the Tax Matters Member) holding the Required Voting Percentage, and the appointment of any replacement Tax Matters Member shall require the consent of the Required Voting Percentage. (b) For any issue or matter relating to the period prior to the Flip-Point, without the approval of the Majority of all Members, the Tax Matters Member shall not (i) commence a judicial action (including filing a petition as contemplated in Code Section 6226(a) or 6228) with respect to a federal income tax matter or appeal any adverse determination of a judicial tribunal; (ii) enter into a settlement agreement with the IRS; (iii) intervene in any action as contemplated by Code Section 6226(b); (iv) file any request contemplated in Code Section 6227; or (v) enter into an agreement extending the period of limitations as contemplated in Code Section 6229(b)(1)(B). The Tax Matters Member shall take no action without have the authorization right to defend against any proposed adjustment by all appropriate proceedings, which proceedings will be promptly settled or prosecuted to a final determination, and consistent with Code Sections 6221 through 6233, each Member will allow any proposed adjustment with respect to any “partnership item” (as defined in Code Section 6231(a)(3)) to be handled by the Tax Matters Member. If any Member intends to file, pursuant to Code Section 6227, a request for an administrative adjustment of any partnership item of the Management CommitteeCompany, or to file a petition under Code Sections 6226, 6228 or other than Sections of the Code with respect to any partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) Days prior to any such filing, notify the other Members of such intent, which notification must include a reasonable description of the contemplated action as may be required by Lawand the reasons for such action. Any cost or expense incurred by the Tax Matters Member in connection with its duties, including including, if relevant, the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (c) The Tax Matters Member shall not enter into any extension Members acknowledge and agree that the Company will report on its federal and applicable state income tax returns, that (i) electrical production is tangible property produced by the Company for purposes of Treasury Regulation Section 1.263A-1(a)(3)(ii), (ii) each Wind Turbine is placed in service for purposes of Code Sections 45 and 168 upon the occurrence of Turbine Substantial Completion for, or with respect to, such Wind Turbine, and (iii) the sale of the period electricity by a Project Company from a Wind Farm will be treated as a sale to an unrelated person only to the extent the amount of limitations electricity sold by such Project Company exceeds the amount of electricity purchased by such Project Company for making assessments use at such Wind Farm (such that PTCs will be claimed only on behalf the amount of electricity sales net of the Members without first obtaining the consent amount of the Management Committeeelectricity purchased). The Tax Matters Member shall not bind any Member to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company item (as described in Code Section 6231(a)(3)) shall notify the other Members of such settlement agreement and its terms within 90 Days from the date at all times maintain, on behalf of the settlementCompany and the Project Companies, all “Mechanical Completion Certificates” as defined in the EPC Contracts. (d) No The provisions of this Article 7 will survive the termination of the Company or the termination of any Member’s interest in the Company and will remain binding on the Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee consents to the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment on behalf of the Members. If such consent is not obtained within 30 Days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6228 or other Code Section with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time necessary to allow resolve with the IRS or other Members to participate in the choosing of the forum in which such petition will be filed. (e) If federal tax agency any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances and all federal income tax matters relating to the other Members of such intent and the manner in which the Member's intended treatment of an item is (or may be) inconsistent with the treatment of Company that item by the other Membersare subject to Code Sections 6221 through 6233.

Tax Matters Member. (a) Eastern Enterprise Parent 1 shall be the "“tax matters partner" member” of the Company pursuant to Section 6231(a)(7) of the Code (the "“Tax Matters Member"”). At the request of each other Member, the The Tax Matters Member shall take such action as may be necessary to cause, cause to the extent possible, such possible each other Member to become a "“notice partner" ” within the meaning of Section 6223 of the Code. The Tax Matters Member shall Code and will inform each other Member of all significant matters that may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth 30th Business Day after becoming aware thereof and, within that time, shall will forward to each other Member copies of all significant written communications it may receive in that capacity. (b) The Tax Matters Member shall take no action (including settling or compromising any material state tax return on behalf of the Company or the MLP or settling or compromising any material claim with respect to taxes of the Company or the MLP) without the authorization of the Management CommitteeBoard of Directors, other than such action as may be required by Law. Any cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (c) The Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Management CommitteeBoard of Directors. The Tax Matters Member shall not bind any Member to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company item (as described in Code Section 6231(a)(3)) shall notify the other Members of such settlement agreement and its terms within 90 Days from the date of the settlement. (d) No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee Board of Directors consents to the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment on behalf of the Members. If such consent is not obtained within 30 Days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6228 or other Code Section with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed. (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's ’s intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

Tax Matters Member. (a) Eastern shall be the "The tax matters partner" partner of the Company pursuant to Code Section 6231(a)(7) of shall be determined by the Code Steering Committee in accordance with applicable Law and Treasury Regulations (the "“Tax Matters Member"”). At the request of each other Member, the The Tax Matters Member shall take such action as may be necessary to cause, cause to the extent possible, such possible each other Member to become a "notice partner" partner within the meaning of Code Section 6223 of the Code. The Tax Matters Member shall inform each other Member of all significant matters that may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth Business Day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacity. (b) The Tax Matters Member shall take no action without the authorization of the Management Committee, other than such action as may be required by Law6231(a)(8). Any cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (cb) The Tax Matters Member shall not may (i) commence a judicial action (including filing a petition as contemplated in Code Section 6226(a) or 6228) with respect to a federal income tax matter or appeal any adverse determination of a judicial tribunal; (ii) intervene in any action as contemplated by Code Section 6226(b); (iii) file any request contemplated in Code Section 6227(b); or (iv) enter into any extension of an agreement extending the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Management Committeeas contemplated in Code Section 6229(b)(1)(B). The Members shall (at the Company’s expense) provide reasonable assistance to and shall reasonably cooperate with the Tax Matters Member as the Tax Matters Member shall reasonably request in connection with any IRS (or other applicable tax authority) audit or other proceeding, it being understood that this sentence shall not bind any Member to a settlement agreement without obtaining limit the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company item (as described in Code ’s rights and obligations under this Section 6231(a)(3)) shall notify the other Members of such settlement agreement and its terms within 90 Days from the date of the settlement11.4. (dc) No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee consents to the requested adjustment, the The Tax Matters Member shall file the request for the administrative adjustment on behalf of all the Members. If such consent is not obtained within 30 Days days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6226 or 6228 or other Code Section with respect to any item involving the Company shall notify the other Members in advance of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed. (ed) If any All matters concerning the allocations and other determinations provided for in Section 6.1 relating to taxes that are not otherwise expressly provided for herein, shall be determined by the Tax Matters Member intends to file acting reasonably and in good faith in a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's intended treatment of an item is (or may be) inconsistent consistent with the treatment terms and intent of that item by the other Membersthis Agreement.

Tax Matters Member. (a) Eastern PFLT is hereby designated, and shall be serve as, the "“tax matters partner" ” (as defined in Section 6231 of the Code) or, after the effective date of Section 1101 of the Bipartisan Budget Act of 2015 (or any successor or similar provision of federal, state or local law), the “partnership representative” (in such capacity, the “Tax Matters Member”). The provisions of this Section 6.16 shall apply to all actions taken on behalf of the Members by the Tax Matters Member in its capacity as such. The Tax Matters Member shall have the right and obligation to take all actions authorized and required, respectively, by the Code for the tax matters partner of the Company. The Tax Matters Member shall have the right to retain professional assistance in respect of any audit of the Company pursuant to and all reasonable, documented out-of-pocket expenses and fees incurred by the Tax Matters Member on behalf of the Company as Tax Matters Member shall be reimbursed by the Company. In the event the Tax Matters Member receives notice of a final Company adjustment under Section 6231(a)(76223(a) of the Code Code, it shall either (i) file a court petition for judicial review of such final adjustment within the "Tax Matters Member")period provided under Section 6226(a) of the Code, a copy of which petition shall be mailed to all Members on the date such petition is filed, or (ii) mail a written notice to all Members within such period that describes its reasons for determining not to file such a petition. At Each Member shall be a “notice partner” within the request meaning of each other MemberSection 6231(a)(8) of the Code. For the avoidance of doubt, the Tax Matters Member shall not take any action requiring Prior Board Approval or Prior Investment Committee Approval prior to such action Prior Board Approval or Prior Investment Committee Approval, as may be necessary to causeapplicable, to the extent possible, such other Member to become a "notice partner" within the meaning of Section 6223 of the Code. The Tax Matters Member shall inform each other Member of all significant matters that may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth Business Day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacitybeing obtained. (b) If the Company is subject to any tax liability imposed under Subchapter C of Chapter 63 of the Code, as well as any related interest, penalties, or other charges or expenses (collectively, a “Tax Liability”), the Board (or the Tax Matters Member, in consultation with the Board) shall allocate among the Members any Tax Liability in a manner it determines to be fair and equitable and the Capital Accounts hereunder by deducting amounts from Capital Accounts or reducing amounts otherwise distributable to Members, taking into account any modifications attributable to a Member pursuant to Section 6225(c) of the Code and any similar state and local authority. To the extent that a portion of a Tax Liability for a prior tax year relates to a former Member, the Board (or the Tax Matters Member, in consultation with the Board) may require a former Member to indemnify the Company for its allocable portion of such tax. Each Member acknowledges that, notwithstanding the Transfer or withdrawal of all or any portion of its interest in the Company, pursuant to this Section 6.16, it may remain liable for Tax Liabilities with respect to its allocable share of income and gain of the Company for the Company’s tax years (or portions thereof) prior to such Transfer or withdrawal, as applicable, under the Subchapter C of Chapter 63 of the Code or any similar state or local provisions. Any Tax Liability that is payable by the Company shall, to the extent attributable to a Member (or a former Member’s) interest in the Company, be treated as distributed or otherwise paid to such Member in the same manner as a withholding tax. The Members acknowledge and agree that the Board and/or the Tax Matters Member shall be permitted to take no action without any actions to avoid Tax Liability being imposed on the authorization Company or any of its subsidiaries or portfolio companies under Subchapter C of Chapter 63 of the Management CommitteeCode. Each Member agrees that, other than such action as may be required by Law. Any cost notwithstanding the Transfer of all or expense incurred any portion of its interest in the Company, if requested by the Tax Matters Member in connection with its dutiesBoard, including it shall provide the preparation for appropriate Internal Revenue Service Form W-9 or pursuance of administrative any other certificate or judicial proceedingsdocumentation, shall be paid by which, the CompanyBoard reasonably determines, is necessary. (c) The Tax Matters No Member shall not enter into take any extension position on any tax return that is inconsistent with a Form 1065, Schedule K-1 it receives from the Company for the relevant tax year (or with the treatment of the period of limitations for making assessments any item on behalf of the Members without first obtaining the consent of the Management Committee. The Tax Matters Member shall not bind any Member to a settlement agreement without obtaining the consent statement of such Member. Any ’s share of any adjustment to income, gain, loss or deduction furnished to such Member that enters into a settlement agreement by the Company in accordance with respect to any Company item (as described in Code Section 6231(a)(3)) shall notify the other Members of such settlement agreement and its terms within 90 Days from the date 6226 of the settlementCode. (d) No Each Member’s obligation to comply with the requirements of this Section 6.16 shall survive such Member’s ceasing to be a Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee consents to the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment on behalf of the Members. If such consent is not obtained within 30 Days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6228 or other Code Section with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing termination, dissolution, liquidation or winding up of the forum in which such petition will be filedCompany, and/or the termination of this Agreement. (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

Tax Matters Member. (a) Eastern shall be the "tax matters partner" of the Company pursuant to Section 6231(a)(7) of the Code (REIT is hereby designated as the "Tax Matters Member"). At " within the request meaning of each other section 6231(a)(7) of the IRC (and any corresponding provisions of state and local law) for the Company; provided, however, that (a) in exercising its authority as Tax Matters Member, the Tax Matters Member shall take such action as may be necessary to cause, to limited by the extent possible, such other Member to become a "notice partner" within the meaning provisions of Section 6223 this Agreement affecting tax aspects of the Code. The Tax Matters Member shall inform each other Member of all significant matters that may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth Business Day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacity. Company; (b) The Tax Matters Member shall take no action without the authorization of the Management Committee, other than such action as may be required by Law. Any cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (c) The Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Management Committee. The Tax Matters Member shall not bind any Member to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company item (as described in Code Section 6231(a)(3)) shall notify the other Members of such settlement agreement and its terms within 90 Days from the date of the settlement. (d) No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee consents to the requested adjustment, the Tax Matters Member shall file consult in good faith with the request for Board regarding the filing of an administrative adjustment on behalf request with respect to the Company before filing such request, it being understood, however, that the provisions hereof shall not be construed to limit the ability of the Members. If such consent is not obtained within 30 Days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may to file a request for an administrative adjustment request on its own behalf. Any Member intending behalf pursuant to file a petition under Code Sections 6226, 6228 or other Code Section with respect to any item involving the Company shall notify the other Members of such intention and the nature section 6227(a) of the contemplated proceeding. In the case where IRC; (C) the Tax Matters Member is shall consult in good faith with the Member intending to file such Board regarding the filing of a petition on behalf for judicial review of an administrative adjustment request under section 6228 of the CompanyIRC, such notice shall be given within or a reasonable period petition for judicial review of time to allow the other Members to participate in the choosing a final administrative judgment under section 6226 of the forum in which IRC relating to the Company before filing such petition will be filed. petition; (d) the Tax Matters Member shall give prompt notice to the Board and to the Members and any notice partners under section 6231 of the IRC of the receipt of any written notice that the IRS intends to examine or audit Company income tax returns for any year, the receipt of written notice of the beginning of an administrative proceeding at the Company level relating to the Company under section 6223 of the IRC, the receipt of written notice of the final Company administrative adjustment relating to the Company pursuant to section 6223 of the IRC, and the receipt of any request from the IRS for waiver of any applicable statute of limitations with respect to the filing of any tax return by the Company; and (e) If any the Tax Matters Member intends shall promptly notify the Board if the Tax Matters Member does not intend to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances for judicial review with respect to the other Members Company. Similar provisions shall apply in the case of such intent and the manner in which the Member's intended treatment of an item is (any audit or may be) inconsistent with the treatment of that item examination by the other Membersa state or local taxing authority.

Tax Matters Member. (a) Eastern shall be the "The tax matters partner" partner of the Company pursuant to Code Section 6231(a)(7) of shall be a Member designated from time to time by the Code Management Committee subject to replacement by the Management Committee. (Any Member who is designated as the "tax matters partner is referred to herein as the “Tax Matters Member"”). At The initial Tax Matters Member as of the request of each other Member, the Effective Date shall be Enbridge. The Tax Matters Member shall take such action as may be necessary to cause, cause to the extent possible, such possible each other Member to become a "notice partner" partner within the meaning of Code Section 6223 of the Code6231(a)(8). The Tax Matters Member shall inform each other Member of all significant material tax matters that may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth Business Day twentieth (20th) day after (or if applicable, such shorter period as may be required by the appropriate statutory or regulation provisions) becoming aware thereof thereof, and, within that time, shall forward to each other Member copies of all significant material written communications it may receive in that capacityits capacity as Tax Matters Member. In addition to the foregoing, each Member shall provide the other Members with copies of all correspondence or summaries of other communications with the Internal Revenue Service or any state, local or foreign taxing authority (other than routine correspondence and communications) regarding tax treatment of the Company’s operations. (b) The Tax Matters Member shall take no action without the authorization of the Management Committee, other than such action as may be required by Law. Any reasonable, documented cost or expense incurred by the Tax Matters Member in connection with the performance of its dutiesduties as Tax Matters Member, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by (or reimbursed by) the Company. (c) The Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Management Committee. The Tax Matters Member shall not bind any Member to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company item (as described in within the meaning of Code Section 6231(a)(3)) shall notify the other Members of such settlement agreement and its terms within 90 Days fifteen (15) days from the date of the settlement. Notwithstanding the foregoing, no Member shall enter into settlement negotiations with the Internal Revenue Service or any state, local or foreign taxing authority with respect to any issue concerning the Company’s income, gains, losses, deductions, or credits if the tax adjustment attributable to such issue (assuming the then current aggregate tax rate) would be $1,000,000 or greater, without first giving reasonable advance notice of such intended action to the other Members. (d) No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee consents to the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment on behalf of the Members. If such consent is not obtained within 30 Days thirty (30) days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6226 or 6228 or any other Code Section section with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed. (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's ’s intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

Tax Matters Member. (a) Eastern shall be the "The “tax matters partner" ” of the Company within the meaning of Code Section 6231(a)(7) shall act in a similar capacity under any applicable non-U.S., state or local tax law (the “Tax Matters Member”). The Tax Matters Member shall prepare or cause to have prepared all tax returns of the Company and have all authority and powers afforded to a tax matters partner pursuant to Section 6231(a)(7) 6231 of the Code (Code, provided that the "Tax Matters Member")Member shall not cause the Company to be treated as other than a “partnership” for income tax purposes. At the request of each other Member, the The Tax Matters Member shall take such action as may be reasonably necessary to cause, to the extent possible, such cause each other eligible Member to become a "“notice partner" ” within the meaning of Code Section 6223 of the Code6231(a)(8). The Tax Matters Member shall inform each other Member keep the Members informed of all significant matters that may come to its attention in its capacity administrative and judicial proceedings, as required by Section 6223(g) of the Code, and shall furnish a copy of each notice or other communication received by the Tax Matters Member by giving notice thereof on or before from the fifth Business Day after becoming aware thereof and, within that time, shall forward IRS to each other Member copies within ten Business Days of all significant written receipt, except such notices or communications it may receive in that capacity. (b) The Tax Matters as are sent directly to such Member shall take no action without by the authorization of the Management Committee, other than such action as may be required by LawIRS. Any cost or expense All reasonable out-of-pocket expenses incurred by the Tax Matters Member while acting in connection with its duties, including the preparation for or pursuance capacity of administrative or judicial proceedings, tax matters partner shall be paid or reimbursed by the Company. (c) The Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Management Committee. The Tax Matters Member shall not bind shall, in its discretion, make any Member to a settlement agreement without obtaining and all elections the consent of such MemberCompany under the Code or state or local tax law. Any Member that enters into a settlement agreement with respect to any Company item (as described in Code Section 6231(a)(3)) shall notify Notwithstanding the other Members of such settlement agreement and its terms within 90 Days from the date of the settlement. (d) No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee consents to the requested adjustmentforegoing, the Tax Matters Member shall file (i) make an election under Code Section 754 to adjust the basis of the Company’s property upon receipt of a written request from a Member and (ii) shall, to the extent permitted under applicable Law, adopt as the Company’s fiscal year the calendar year. The initial Tax Matters Member for the administrative adjustment on behalf Company shall be Pattern Finance. (b) For taxable years of the Members. If such consent is not obtained within 30 Days from such noticeCompany beginning on or after January 1, or within 2018, the period required Managing Member may appoint a Partnership Representative and authorize the Partnership Representative to timely file take any and all actions determined by the request for administrative adjustmentManaging Member (subject to Section 6.03) and permissible under Section 6223 of the Amended Code and Treasury Regulations thereunder, if shorter, any Member, including provided that the Partnership Representative shall be subject to obligations and limitations analogous to those set forth in clause (a) of this Section 7.01 with respect to the Tax Matters Member, may file a request for except as otherwise provided therein. The initial Partnership Representative shall be Pattern Finance. Subject to the Investor’s consent, the Managing Member shall have the authority to amend this Section 7.01(b) to give effect to the provisions of the Bipartisan Budget Act and any Treasury Regulations or other administrative adjustment on its own behalfpronouncements promulgated thereunder and each Member agrees to be bound by the provisions of any such amendment. Any Member intending such amendment shall seek to file preserve and maintain, to the extent reasonably possible, the relative and analogous rights, duties, responsibilities and obligations of the Members to those provided under this Agreement. (c) In the event of an adjustment to the Company’s taxes or tax returns by a petition under governmental authority (or any entity in which the Company holds a direct or indirect interest), including any “imputed underpayment” within the meaning of Section 6225 of the Code Sections 6226, 6228 or other Code Section (as modified by the Bipartisan Budget Act) paid by the Company as a result of an adjustment with respect to any item involving Company item, including any interest or penalties with respect to any such adjustment (collectively, an “Imputed Underpayment Amount”), the Partnership Representative will use commercially reasonable efforts to allocate the burden of (or any decrease in Distributable Cash resulting from) any taxes, penalties or interest imposed on the Company pursuant to the Amended Code Sections 6225 and 6232 among the Members and former Members in a reasonable manner based on the status, actions, inactions or other attributes of each Member and taking into account whether such Member has filed an amended return for its taxable year that includes the end of the reviewed year of the Company and paid any tax due shown thereon in order to modify or reduce the amount of the Imputed Adjustment Amount under Section 6225(c)(2). Any amounts allocated to a Member pursuant to the preceding sentence will be treated as withholding tax that arises as a result of the status or other matters that are particular to a Member. Upon receipt of any notice of final partnership adjustment by the Company, the Partnership Representative shall notify consider in good faith in consultation with the other Members the adoption of the “push out” election provided for by Section 6226(a) and shall make such election if so directed by the Members holding more than 50% of the Units. If the push-out election is not made, each Member and former Member agrees to indemnify and hold harmless the Company for such Member’s share, determined as described above, of the Imputed Underpayment Amount Each Member acknowledges and agrees that (a) it may be required to provide the Partnership Representative with documents, information, assistance or cooperation in connection with the requirements imposed on the Company pursuant to Sections 6221 through 6241 of the Amended Code, together with any guidance issued thereunder, and (b) if it fails to provide such documentation, information, assistance or cooperation (including as a result of a Member not being eligible to provide any requested documentation), any taxes, penalties or interest imposed on the Company as a result of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition failure will be filedtreated for all purposes of this Agreement (including Section 5.05) as amounts that are determined by reference to the status of a Member (or its beneficial owners)). (ed) If Each Member agrees that, in the case of any Member intends to file a notice of inconsistent treatment under Code Section 6222(b)direct Disposition by such Member, such Member shall give reasonable notice remain liable for any indemnification obligations set forth under clause (c) above which could be owed by such Member in respect of the circumstances time periods preceding the effective date of the Disposition, unless the transferee of its Membership Interest expressly assumes its indemnification liability under Section 7.01(c) with respect to the other Members of such intent and the manner in which the Member's intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Memberspreceding periods.

Tax Matters Member. (a) Eastern shall be the "The tax matters partner" partner of the Company pursuant to Code Section 6231(a)(7) shall be a Member designated from time to time by the Board of Managers subject to replacement by the Code Board of Managers. (Any Member that is designated as the "tax matters partner is referred to herein as the “Tax Matters Member"”). At The initial Tax Matters Member is the request of each other Managing Member, the . The Tax Matters Member shall take such action as may be necessary to cause, cause to the extent possible, such possible each other Member to become a "notice partner" partner within the meaning of Code Section 6223 of the Code6231(a)(8). The Tax Matters Member shall inform each other Member of all significant matters that may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth Business Day day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacity. (b) The Tax Matters Member shall take no action without the authorization of the Management Committee, other than such action as may be required by Law. Any cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (c) The Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Management Committee. The Tax Matters Member shall not bind any Member to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company item (as described in Code Section 6231(a)(3)) shall notify the other Members of such settlement agreement and its terms within 90 Days from the date of the settlement. (d) No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee Board of Managers consents to the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment on behalf of the Members. If such consent is not obtained within 30 Days days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, Section 6226 or 6228 or any other Code Section with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceedingAction. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed. (ec) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's ’s intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members. (d) The Tax Matters Member shall not agree to any extension of the statute of limitations for making assessments on behalf of the Company without first obtaining the Super Majority Consent of the Board of Managers. The Tax Matters Member shall not bind any other Member to a settlement agreement in any Tax matter without obtaining the written consent of any such Member. Notwithstanding anything to the contrary in this Agreement, the Company can, to the extent permitted by law, extend the time within which to file any U.S. federal, state and local and foreign tax return required to be filed by the Company. (e) The Tax Matters Member shall keep the Members informed of all administrative and/or judicial Actions for the adjustment of partnership items (as defined in Code Section 6231(a)(3) and the Treasury Regulations promulgated thereunder) and shall otherwise provide the other Members with such notice as is required under Treasury Regulation Section 301.6223(g)-1(b).

Tax Matters Member. (a) Eastern shall be For partnership taxable years beginning before the "new partnership audit rules (which are set forth in Subchapter C of Chapter 63 of Subtitle F of the Code (Sections 6221 through 6241 of the Code as amended by the Bipartisan Budget Act of 2015) that are generally effective for tax years beginning after December 31, 2017) are in effect, the tax matters partner" partner of the Company pursuant to Code Section 6231(a)(7) of shall be a Member designated from time to time by the Code Board subject to replacement by the Board. (Any Member who is designated as the "tax matters partner is referred to herein as the “Tax Matters Member"”). At the request of each other Member, the The initial Tax Matters Member will be PT Holdco. The Tax Matters Member shall take such action as may be necessary to cause, cause to the extent possible, such possible each other Member to become a "notice partner" partner within the meaning of Code Section 6223 of the Code6231(a)(8). The Tax Matters Member shall inform each other Member of all significant matters that may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth Business Day day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacity. (b) The Tax Matters Member shall take no action without the authorization of the Management CommitteeBoard, other than such action as may be required by Law. Any cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (c) The Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Management Committeeeach Member, which consent shall not be unreasonably withheld. The Tax Matters Member shall not bind any Member to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company item (as described in within the meaning of Code Section 6231(a)(3)) shall notify the other Members of such settlement agreement and its terms within 90 Days ninety (90) days from the date of the settlement. (d) No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee Board consents to the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment on behalf of the Members. If such consent is not obtained within 30 Days thirty (30) days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6226 or 6228 or other Code Section with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed. (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's ’s intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members. (f) With the consent of all Members (which consent shall not be unreasonably withheld), the Tax Matters Member shall have authority to and shall (i) take any action on behalf of the Company that must or may be taken by it under the provisions of Subchapter C of Chapter 63 of the Code as such provisions take effect for partnership taxable years during which the new partnership audit rules (which are set forth in Subchapter C of Chapter 63 of Subtitle F of the Code (Sections 6221 through 6241 of the Code as amended by the Bipartisan Budget Act of 2015) that are generally effective for tax years beginning after December 31, 2017) are in effect (the “New Partnership Tax Audit Rules”), and any corresponding provisions of state, local or foreign law (collectively “Partnership Tax Audit Rules”), (ii) file any request for an administrative adjustment on behalf of the Company pursuant to Partnership Tax Audit Rules (including but not limited to Section 6227 of the New Partnership Audit Rules), (iii) make any election or take any other action to exclude or exempt the Company from liability with respect to any determination of any governmental authority under Partnership Tax Audit Rules (including but not limited to electing the application of Section 6226(a) of the New Partnership Tax Audit Rules with respect to any partnership adjustment or imputed underpayment), (iv) file any petition or take any similar action and conduct any administrative or judicial review or appeal with respect to any partnership adjustment or similar determination of any governmental authority with respect to any tax (including but not limited to filing a petition pursuant to Section 6234 of the New Partnership Tax Audit Rules), and (v) take any action to collect from any Member its liability for any imputed underpayment or similar liability for tax under this Agreement or any Partnership Tax Audit Rules (including but not limited to Sections 6232 and 6233 of the New Partnership Tax Audit Rules). Unless directed otherwise by the Board, the Tax Matters Member shall elect or take such other requisite action to exclude or exempt the Company from application of Partnership Tax Audit Rules (including but not limited to an election pursuant to Section 6221(b) of the New Partnership Tax Audit Rules or otherwise). The Tax Matters Member is designated as the representative of the Company under Section 6223(a) of the New Partnership Tax Audit Rules. Notwithstanding anything in this Agreement to the contrary, each Member shall be liable for and, promptly upon demand by the Tax Matters Member, pay to the Company such Member’s share (as reasonably determined by the Tax Matters Member in good faith) of any imputed underpayment of tax imposed on Members in their capacities as such and any interest and penalties relating thereto imposed on the Company as a result of any partnership adjustment or other proceeding with substantially similar effect under Partnership Tax Audit Rules.

Tax Matters Member. (a) Eastern MXUS2 shall be the "tax matters partner" partner [Member] of BOX Holdings for purposes of the Company pursuant Code, and shall be entitled to Section 6231(a)(7) take such actions on behalf of BOX Holdings in any and all proceedings with the Code Internal Revenue Service and any corresponding provision of state or local income tax law (the "“Tax Matters Member")”) [as it, in its absolute discretion, deems appropriate without regard to whether such actions result in a settlement of tax matters favorable to some Members and adverse to other Members]. At Notwithstanding the request of each other Memberforegoing, the Tax Matters Member [MXUS2] shall take such action as may be necessary to cause, (a) promptly deliver to the extent possible, such other Member to become a "notice partner" within the meaning of Section 6223 of the Code. The Tax Matters Member shall inform each other Member of all significant matters that may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth Business Day after becoming aware thereof and, within that time, shall forward to each other Member Members copies of all significant written communications any notices, letters or other documents received by it may receive in that capacity. (b) The Tax Matters Member shall take no action without the authorization of the Management Committee, other than such action [MXUS2] as may be required by Law. Any cost or expense incurred by the Tax Matters Member in connection [tax matters Member of BOX Holdings], and (b) keep the other Members informed with its dutiesrespect to all matters involving it [MXUS2] as the Tax Matters [tax matters] Member of BOX Holdings [, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. and (c) The Tax Matters consult with the other Members and obtain the approval of the other Members prior to taking any actions as the tax matters Member of BOX Holdings]. Each Member shall not enter into have the right to participate in any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Management Committeetax audits, controversies and litigations involving BOX Holdings (“Tax Claims”) at its own expense. The Tax Matters Member shall not bind settle any Member to a settlement agreement material Tax Claim without obtaining the prior written consent of all Members that may be adversely affected by such Membersettlement, which consent shall not be unreasonably conditioned, delayed or withheld. Any The Tax Matters [tax matters] Member that enters into a settlement agreement shall not be entitled to be paid by BOX Holdings any fee for services rendered in connection with any tax proceeding, but shall be reimbursed by BOX Holdings for all third-party costs and expenses incurred by it in connection with any such proceeding and shall be indemnified by BOX Holdings with respect to any Company item (as described action brought against it in Code Section 6231(a)(3)) shall notify connection with the other Members settlement of any such settlement agreement and its terms within 90 Days from proceeding by applying, mutatis mutandis, the date provisions of Article 13. If needed to have Subchapter C of Chapter 63 of the settlement. (d) No Member shall file a request pursuant Code apply to Code Section 6227 for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee consents to the requested adjustmentBOX Holdings, the Tax Matters Member shall file the request for the administrative adjustment make an election on behalf of the Members. If such consent is not obtained within 30 Days from such notice, or within the period required BOX Holdings pursuant to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6228 or other Code Section with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed6231(a)(1)(B)(ii). (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

Tax Matters Member. (a) Eastern Until otherwise determined by the Management Committee, DHS2 shall be the "“tax matters partner" ” of the Company pursuant to Code Section 6231(a)(7) of the Code (the "“Tax Matters Member"”). At the request of each other Member, the Tax Matters Member shall take such action as may be necessary to cause, to the extent possible, such other Member to become a "notice partner" within the meaning of Section 6223 of the Code. The Tax Matters Member shall inform each other Member comply with the responsibilities outlined in Sections 6221 through 6233 of all significant matters that may come to its attention in its capacity as the Code (including any Treasury Regulations promulgated thereunder). (a) The Tax Matters Member by giving notice thereof on shall keep each other Members informed as to the status of any audit or before administrative or judicial proceeding relating to the fifth Business Day after becoming aware thereof andCompany, within that timeincluding, without limitation, any dispute with the Internal Revenue Service or any state, local or foreign tax authority, and shall forward promptly deliver to each other Member copies of all significant any written communications it may receive or notices received by the Tax Matters Member in that capacityconnection with any such audit, dispute, or administrative or judicial proceeding. (b) The Tax Matters Member shall take no action without not submit any written communications to the authorization Internal Revenue Service or other taxing authority or to any administrative body or governmental or judicial authority on behalf of the Management CommitteeCompany or the Subs without first providing such communications to the Members for review and comment. The Tax Matters Member shall give advance notice to the Members of any hearings or proceedings relating to the Company and shall permit the Members to participate in any such hearings or proceedings. Except as otherwise required by law, the Tax Matters Member shall obtain the written consent of the Members prior to entering into any settlement, making any filings (other than such action as may be required by Lawtax returns) with or entering into any agreements with the Internal Revenue service or any state, local or foreign tax authority on behalf of the Company or the Subs, or making any filings with any court on behalf of the Company or the Subs. Any cost third party fees or expense other expenses reasonably incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (c) The Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members is authorized to amend this Agreement, without first obtaining the consent of any other Member, to comply with any safe harbor finalized by the Management CommitteeU.S. Department of the Treasury or the Internal Revenue Service relating to the tax treatment of a transfer of an interest in the Company for services. The Tax Matters Member For example, this Section 7.03(c) shall not bind apply to any Member safe harbor finalized by Internal Revenue Service notice or Treasury Regulations as successor to a settlement agreement without obtaining the consent proposed safe harbor described in Internal Revenue Service Notice 2005-43. In the event any such safe harbor is finalized and elected by the Company, all Members agree to comply with all the requirements of such Member. Any Member safe harbor and any such amendments to this Agreement that enters into a settlement agreement with respect to any Company item (as described in Code Section 6231(a)(3)) shall notify the other Members of such settlement agreement and its terms within 90 Days from the date of the settlement. (d) No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee consents to the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment on behalf of the Members. If such consent is not obtained within 30 Days from such notice, or within the period required effects pursuant to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6228 or other Code this Section with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed7.03(c). (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

Tax Matters Member. The Tax Matters Member (a) Eastern shall be referred to as the "tax matters partner" of the Company pursuant to in Section 6231(a)(7) of the Code (Code) initially shall be WSMI. The Tax Matters Member may at any time resign as the "Tax Matters Member, and the Tax Matters Member may be removed as the Tax Matters Member with the Consent of Members holding sixty percent (60%) of the Percentage Interests. In the event that the Tax Matters Member resigns or is removed, a new Tax Matters Member shall be appointed with the Consent of Members holding a majority of the Percentage Interests. The Tax Matters Member shall represent the Company and the Members, at Company expense, in any administrative or judicial proceeding with the Internal Revenue Service. Any other Member may, at such Member's own expense, participate in such proceeding to the extent permitted by the Code. If an administrative proceeding results in the issuance of a "final partnership administrative adjustment" ("FPAA"), as that term is used in Sections 6223 et seq. At of the request of each other MemberCode, the Tax Matters Member shall take determine whether the Company shall seek judicial review of such action as may FPAA. If the Tax Matters Member determines that the Company shall not seek judicial review, such Member shall promptly notify all the other Members of this determination and each Member shall be necessary to causeentitled, at such Member's own expense, to the extent possible, pursue whatever rights such other Member to become a "notice partner" within the meaning of Section 6223 of may have under the Code. The Tax Matters Member shall inform each other Member of all significant matters that may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth Business Day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacity. (b) The Tax Matters Member shall take no action without the authorization of the Management Committee, other than such action as may be required by Law. Any cost or expense incurred amounts paid by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (c) The Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining Company in connection with any administrative or judicial proceeding shall be considered a loan to the consent of the Management CommitteeCompany, and not a contribution to capital. The Tax Matters Member shall not bind be liable to the Company or the other Members for any action such Member takes or fails to take in connection with any such judicial or administrative proceeding, including, without limitation, the agreement to or failure to agree to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company item (as described in Code Section 6231(a)(3)) shall notify the other Members of such settlement agreement and its terms within 90 Days from the date of the settlement. (d) No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee consents to the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment on behalf of the Members. If such consent is not obtained within 30 Days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6228 or other Code Section with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed. (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.or

Tax Matters Member. (a) Eastern shall be the "tax matters partner" of the Company pursuant to Section 6231(a)(7) of the Code (CTI is hereby appointed the "Tax Matters Member"). At " ------------------ ------------------ of the request of each other Member, the Tax Matters Member shall take such action as may be necessary Company for all purposes pursuant to cause, to the extent possible, such other Member to become a "notice partner" within the meaning of Section 6223 Sections 6221 and 6231 of the Code. The Tax Matters Member shall inform each other Member of all significant matters that may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth Business Day after becoming aware thereof and, within that time, shall forward (i) furnish to each Member a copy of each notice or other communication received from the Internal Revenue Service or applicable state authority (except such notices or communications as are sent directly to each such Member), (ii) keep each Member copies informed of all significant written communications it may receive in that capacity. (b) The Tax Matters Member shall take no action without the authorization of the Management Committee, other than such action as may be required by Law. Any cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of any administrative or judicial proceedingsProceeding, shall be paid as required by Section 6223 of the Code, (iii) allow each Member an opportunity to participate in all administrative and judicial Proceedings involving the tax makers of the Company. , and (civ) The Tax Matters advise and consult with each Member shall not enter into any extension as to proposed adjustments to the federal or state income tax returns of the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Management CommitteeCompany. The Tax Matters Member shall not bind take any action that will cause the Company to be taxed as a corporation under Regulation 301.7701 3(a) of the Code. The Company shall pay fees or other compensation to the Tax Matters Member to in its capacity as such, as set forth in such Member's Services Agreement and the Company shall reimburse the Tax Matters Member for any and all reasonable out-of-pocket costs and expenses (including reasonable attorney's and other professional fees) incurred by it in its capacity as Tax Matters Member. The Company shall indemnify, defend and hold the Tax Matters Member harmless from and against any loss, liability, damage, cost or expense (including reasonable attorneys' fees) sustained or incurred as a settlement agreement without obtaining result of any act or decision concerning Company tax matters and within the consent scope of such Member. Any Member that enters into 's responsibility as Tax Matters Member, so long as such act or decision was not done fraudulently or in bad faith or as a settlement agreement result of willful misconduct or gross negligence or, with respect to any Company item (as described in Code Section 6231(a)(3)) shall notify the other Members of such settlement agreement and its terms within 90 Days from the date of the settlement. (d) No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee consents to the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment on behalf of the Members. If such consent is not obtained within 30 Days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including criminal Proceeding against the Tax Matters Member, may file a request for administrative adjustment on such Member had no reasonable cause to believe its own behalfconduct was unlawful. Any Member intending to file a petition under Code Sections 6226, 6228 or other Code Section with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the The Tax Matters Member is the Member intending may resign upon thirty (30) days written notice to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed. (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

Tax Matters Member. (a) Eastern For purposes of Code Sections 6221 through 6223, the Managing Member from time to time shall be also be, and is hereby designated as, the "tax matters partner" of the Company pursuant to Section 6231(a)(7) of the Code (the "Tax Matters Member"). At the request of each other Member, the . (b) The Tax Matters Member shall make an election under Code Section 6231(a)(i)(B)(ii) with the Company's first tax return to be filed after the effective date of this Agreement to have Code Sections 6221 to 6234, inclusive, apply to the Company. (c) The Tax Matters Member shall, within ten days (or such shorter period of time as is reasonably practicable) of the receipt of any notice from the Internal Revenue Service in any administrative proceeding at the Company level relating to the determination of any Company item of income, gain, loss, deduction or credit, deliver a copy of such notice to each Member. The Tax Matters Member shall cooperate with any Member, and shall take such action as may be necessary required to causebe taken by the Tax Matters Member, to the extent possible, cause such other Member to become a "notice partner" within the meaning of Section 6223 6231(a)(8) of the Code. The Tax Matters Member shall inform each other Member of all significant matters that may come to its attention in its capacity as Tax Matters Member by giving written notice thereof on within 10 business days (or before the fifth Business Day such shorter period of time as is reasonably practicable) after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacityits capacity as Tax Matters Member. (b) The Tax Matters Member shall take no action without the authorization of the Management Committee, other than such action as may be required by Law. Any cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (cd) The Tax Matters Member shall not enter into take any extension action that may be taken by a "tax matters partner" under Code Section 6221 through 6234 unless (i) it has first given the other Members written notice of the period contemplated action at least ten business days prior to the applicable due date of limitations for making assessments on behalf of such action and (ii) it has received the Members without first obtaining the unanimous written consent of the Management Committeeother Members to such contemplated action; provided, however, that unless the Tax Matters Member is notified otherwise no later than two business days prior to any date by which the Tax Matters Member must act as set forth in any notice received from the Internal Revenue Service, the Code or the regulations promulgated thereunder, such other Members shall be deemed to have given their consent. (e) At least 20 days prior to the due date for the filing of any federal income tax return of the Company, the Tax Matters Member shall provide a proposed draft of such return to the Members for their approval. If the Members approve such return, the return shall be filed as approved. Failure to provide the Tax Matters Member with written notice that the Members do not approve such return within 10 days from the receipt thereof by the Members shall be deemed approval by the Members. In the event the Members do not approve such return, and the Members and Tax Matters Member are otherwise unable to resolve their differences with regard to such return, the matter shall be submitted to an independent, nationally recognized accounting firm, the decision of which shall be final. The cost of retaining such accounting firm with respect to resolving such dispute shall be borne by the Company. The Tax Matters Member shall not bind provide a draft or final copy of any Member tax return to a settlement agreement without obtaining the consent of Member upon written request by such Member. Any Member that enters into a settlement agreement with respect to any Company item (as described in Code Section 6231(a)(3)) shall notify the other Members of such settlement agreement and its terms within 90 Days from the date of the settlement. (df) No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee consents Without limiting and in addition to the requested adjustmentforegoing, for tax proceedings, matters and claims in excess of $3 million, the Tax Matters Member shall file the request for the not initiate any legal or administrative adjustment proceedings on behalf of the Members. If such consent is not obtained within 30 Days from such noticeCompany or a Company Subsidiary in respect of or relating to any tax proceedings or other tax matters, or within agree to the period required settlement of any claims in respect of or relating to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6228 tax proceedings or other Code Section tax matters, without first consulting with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within Executive Committee a reasonable period of time prior to allow the other Members to participate in the choosing of the forum in which taking any such petition will be filedaction. (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

Tax Matters Member. (a) Eastern shall be For taxable years beginning before December 31, 2017, GAHR3 is hereby designated as the "tax matters partner" partner within the meaning of the Company pursuant to Section 6231(a)(7) of the Code and, for each taxable year beginning after December 31, 2017, GAHR3 is hereby designated as the partnership representative for purposes of the Partnership Tax Audit Rules (the "“Tax Matters Member"”). At In such capacity, GAHR3 shall have all of the request rights, authority and power, and shall be subject to all of each the obligations, of a tax matters partner or partnership representative, as the case may be, to the extent provided in the Code and the Treasury Regulations. If any state or local tax law provides for a tax matters partner, partnership representative or Person having similar rights, powers, authority or obligations, GAHR3 shall also serve in such capacity. In all other Membercases, GAHR3 shall represent the Company in all tax matters to the extent allowed by law and to the maximum extent not prohibited by law. Out-of-pocket expenses reasonably incurred by GAHR3 as the Tax Matters Member or in a similar capacity as set forth in this Section 10.04 shall be reimbursed by the Company. Such expenses shall include, without limitation, reasonable fees of attorneys and other tax professionals, accountants, appraisers and experts, filing fees and reasonable out-of-pocket costs. Any decisions made by the Tax Matters Member shall take such action as may be necessary to cause, to made in the extent possible, such other Member to become a "notice partner" within the meaning of Section 6223 of the Code. The Tax Matters Member Member’s reasonable discretion. GAHR3 shall inform each other Member the Members of all significant matters that may come to its attention in its capacity any decision or action GAHR3 takes as the Tax Matters Member. Each Member by giving notice thereof on or before will cooperate with the fifth Business Day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacity. (b) The Tax Matters Member shall take no action without the authorization of the Management CommitteeMember, other than such action as may be required by Law. Any cost or expense incurred including providing any information reasonably requested by the Tax Matters Member in connection with its dutiesany proceeding, including the preparation for and do or pursuance of administrative refrain from doing any or judicial proceedings, shall be paid all things reasonably requested by the Company. (c) The Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Management Committee. The Tax Matters Member shall not bind any Member to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company item (as described in Code Section 6231(a)(3)) shall notify the other Members of such settlement agreement and its terms within 90 Days from the date of the settlement. (d) No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee consents to the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment on behalf of the Members. If such consent is not obtained within 30 Days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6228 or other Code Section with respect to the conduct of any item examinations or proceedings involving the Company. Each Member will furnish to the Company shall notify all pertinent information in its possession to make any election or computation under the other Members Partnership Tax Audit Rules. A Member’s obligations to comply with the requirements of this Section 10.05 will survive such intention and the nature Member’s ceasing to be a Member of the contemplated proceeding. In Company and/or the case where the Tax Matters Member is the Member intending to file such petition on behalf termination, dissolution, liquidation and winding up of the Company, such notice shall be given within a reasonable period and, for purposes of time to allow this Section 10.05, the other Members to participate in the choosing of the forum in which such petition Company will be filedtreated as continuing in existence. (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

Tax Matters Member. (a) Eastern During the term of the Asset Management Agreement, Destec-ES shall be the "“tax matters partner" ” of the Company pursuant to Section 6231(a)(7623l(a)(7) of the Code (the "“Tax Matters Member"”). At After the request expiration of each other Memberthe term of the Asset Management Agreement, the Executive Committee may designate a different Tax Matters Member. The Tax Matters Member shall take such action as may be necessary to cause, cause to the extent possible, such possible each other Member to become a "“notice partner" ” within the meaning of Section 6223 of the Code. The Tax Matters Member shall inform each other Member of all significant matters that may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth Business Day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacity. (b) The Tax Matters Member shall take no action without the authorization of the Management Executive Committee, other than such action as may be required by Law. Any reasonable cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (c) The Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Management Executive Committee. The Tax Matters Member shall not bind any Member to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company item (as described in Code Section 6231(a)(3623l(a)(3)) shall notify the other Members of such settlement agreement and its terms within 90 Days from the date of the settlement. (d) No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Executive Committee consents to the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment on behalf of the Members. If such consent is not obtained within 30 Days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own Own behalf. Any Member intending to file a petition under Code Sections 6226, 6228 6226,6228 or other Code Section with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed. (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's ’s intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

Tax Matters Member. (a) Eastern NRG shall be the "tax matters partner" of the Company pursuant to Section 6231(a)(76231 (a)(7) of the Code (the "Tax Matters Member"). At the request of each other Member, the Tax Matters Member shall take such action as may be necessary to cause, to the extent possible, such other Member to become a "notice partner" within the meaning of Section 6223 of the Code. The Tax Matters Member shall inform each other Member of all significant matters that may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth Business Day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacity. (b) The Tax Matters Member shall take no action without the authorization of the Management Committee, other than such action as may be required by Law. Any cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (c) The Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Management Committee. The Tax Matters Member shall not bind any Member to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company item (as described in Code Section 6231(a)(36231 (a)(3)) shall notify the other Members of such settlement agreement and its terms within 90 Days from the date of the settlement. (d) No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee consents to the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment on behalf of the Members. If such consent is not obtained within 30 Days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6228 or other Code Section with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed. (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

Tax Matters Member. (a) Eastern shall be 14.5.1 The Management Committee shall, from time to time, appoint a "Tax Matters Member" within the "tax matters partner" meaning of the Company pursuant to Section 6231(a)(7) of the Code (for so long as it is not the "subject of bankruptcy or similar proceedings and otherwise is entitled to act as the Tax Matters Member"). At The initial Tax Matters Member shall be MSPC. The Tax Matters Member may file a designation of itself as such with the request IRS. The Tax Matters Member shall (i) furnish to each Member affected by an audit of the Company income tax returns a copy of each notice or other Membercommunication received from the IRS or applicable state authority, (ii) keep each Member informed of any administrative or judicial proceeding, as required by Section 6223(g) of the Code, and (iii) allow each Member an opportunity to participate in all such administrative and judicial proceedings. The Tax Matters Member shall take such action as may be reasonably necessary to cause, to constitute the extent possible, such other Member to become a "notice partnerMember" within the meaning of Section 6223 6231(a)(8) of the Code. The , provided that the other Member provides the Tax Matters Member with the information that is necessary to take such action. 14.5.2 The Company shall inform each not be obligated to pay any fees or other compensation to the Tax Matters Member of all significant matters that may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before such. However, the fifth Business Day after becoming aware thereof and, within that time, Company shall forward to each reimburse the expenses (including without limitation reasonable attorneys' and other Member copies of all significant written communications it may receive in that capacity. (bprofessional fees) The Tax Matters Member shall take no action without the authorization of the Management Committee, other than such action as may be required by Law. Any cost or expense incurred by the Tax Matters Member in such capacity. Each Member who elects to participate in Company administrative tax proceedings shall be responsible for its own expenses incurred in connection with its dutiessuch participation. In addition, including the preparation for cost of any adjustments to a Member and the cost of any resulting audits or pursuance adjustments of administrative or judicial proceedings, a Member's tax return shall be paid borne solely by the Companyaffected Member. (c) 14.5.3 The Company shall indemnify and hold harmless the Tax Matters Member shall from and against any loss, liability, damage, cost or expense (including without limitation reasonable attorneys' fees) sustained or incurred as a result of any act or decision concerning Company tax matters and within the scope of such Member's responsibilities as Tax Matters Member, so long as such act or decision was not enter into any extension the result of gross negligence, fraud, bad faith or willful misconduct by the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Management CommitteeTax Matters Member. The Tax Matters Member shall not bind any Member be entitled to a settlement agreement without obtaining rely on the consent advice of such Member. Any Member that enters into a settlement agreement with respect to any Company item (legal counsel as described in Code Section 6231(a)(3)) shall notify the other Members of such settlement agreement and its terms within 90 Days from the date of the settlement. (d) No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee consents to the requested adjustmentnature and scope of its responsibilities and authority as Tax Matters Member, and any act or omission of the Tax Matters Member pursuant to such advice shall file the request for the administrative adjustment on behalf of the Members. If such consent is not obtained within 30 Days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6228 or other Code Section with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where in no event subject the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed. (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances liability to the other Members of such intent and the manner in which the Company or either Member's intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

Tax Matters Member. (a) Eastern shall be For taxable years beginning before December 31, 2017, GAHR3 is hereby designated as the "tax matters partner" partner within the meaning of the Company pursuant to Section 6231(a)(7) of the Code and, for each taxable year beginning after December 31, 2017, GAHR3 is hereby designated as the partnership representative for purposes of the Partnership Tax Audit Rules (the "“Tax Matters Member"”). At In such capacity, GAHR3 shall have all of the request rights, authority and power, and shall be subject to all of each the obligations, of a tax matters partner or partnership representative, as the case may be, to the extent provided in the Code and the Treasury Regulations. If any state or local tax law provides for a tax matters partner, partnership representative or Person having similar rights, powers, authority or obligations, GAHR3 shall also serve in such capacity. In all other Membercases, GAHR3 shall represent the Company in all tax matters to the extent allowed by law and to the maximum extent not prohibited by law. Out-of-pocket expenses reasonably incurred by GAHR3 as the Tax Matters Member or in a similar capacity as set forth in this Section 10.04 shall be reimbursed by the Company. Such expenses shall include, without limitation, reasonable DMNORTH #6535211 v11 fees of attorneys and other tax professionals, accountants, appraisers and experts, filing fees and reasonable out-of-pocket costs. Any decisions made by the Tax Matters Member shall take such action as may be necessary to cause, to made in the extent possible, such other Member to become a "notice partner" within the meaning of Section 6223 of the Code. The Tax Matters Member Member’s reasonable discretion. GAHR3 shall inform each other Member the Members of all significant matters that may come to its attention in its capacity any decision or action GAHR3 takes as the Tax Matters Member. Each Member by giving notice thereof on or before will cooperate with the fifth Business Day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacity. (b) The Tax Matters Member shall take no action without the authorization of the Management CommitteeMember, other than such action as may be required by Law. Any cost or expense incurred including providing any information reasonably requested by the Tax Matters Member in connection with its dutiesany proceeding, including the preparation for and do or pursuance of administrative refrain from doing any or judicial proceedings, shall be paid all things reasonably requested by the Company. (c) The Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Management Committee. The Tax Matters Member shall not bind any Member to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company item (as described in Code Section 6231(a)(3)) shall notify the other Members of such settlement agreement and its terms within 90 Days from the date of the settlement. (d) No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee consents to the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment on behalf of the Members. If such consent is not obtained within 30 Days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6228 or other Code Section with respect to the conduct of any item examinations or proceedings involving the Company. Each Member will furnish to the Company shall notify all pertinent information in its possession to make any election or computation under the other Members Partnership Tax Audit Rules. A Member’s obligations to comply with the requirements of this Section 10.05 will survive such intention and the nature Member’s ceasing to be a Member of the contemplated proceeding. In Company and/or the case where the Tax Matters Member is the Member intending to file such petition on behalf termination, dissolution, liquidation and winding up of the Company, such notice shall be given within a reasonable period and, for purposes of time to allow this Section 10.05, the other Members to participate in the choosing of the forum in which such petition Company will be filedtreated as continuing in existence. (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

Tax Matters Member. (a) Eastern South Central shall be the "tax matters partner" of the Company pursuant to Section 6231(a)(7) of the Code (the "Tax Matters Member"). At the request of each other Member, the Tax Matters Member shall take such action as may be necessary to cause, to the extent possible, such other Member to become a "notice partner" within the meaning of Section 6223 of the Code. The Tax Matters Member shall inform each other Member of all significant matters that may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth Business Day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacity. (b) The Tax Matters Member shall take no action without the authorization of the Management Committee, other than such action as may be required by Law. Any cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (c) The Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Management Committee. The Tax Matters Member shall not bind any Member to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company item (as described in Code Section 6231(a)(3)) shall notify the other Members of such settlement agreement and its terms within 90 Days from the date of the settlement. (d) No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee consents to the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment on behalf of the Members. If such consent is not obtained within 30 Days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6228 or other Code Section with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed. (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.Tax

Tax Matters Member. (a) Eastern GeoResources, or such other Member selected by the Board of Directors, shall be act as the "“tax matters partner" ” of the Company pursuant to Section 6231(a)(7) of the Code (the "“Tax Matters Member"”). At the request of each other Member, the The Tax Matters Member shall take such action as may be necessary to cause, cause to the extent possible, such other possible each Member to become a "“notice partner" ” within the meaning of Section 6223 of the Code. The Tax Matters Member shall inform each other Member of all significant matters that may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth Business Day business day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacity. (b) The Tax Matters Member shall take no action without the authorization of the Management CommitteeManagers, other than such action as may be required by Lawapplicable law. Any cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (c) The Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Management CommitteeManagers. The Tax Matters Member shall not bind any Member to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company item (as described in Code Section 6231(a)(3)) of the Code) shall notify the other Members of such settlement agreement and its terms within 90 Days days from the date of the settlement. (d) No Member shall file a request pursuant to Code Section 6227 of the Code for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee consents Managers consent to the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment on behalf of the Members. If such consent is not obtained within 30 Days days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any MemberMember may, including the Tax Matters Membersubject to Section 5.5 hereof, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6228 or other Section of the Code Section with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed. (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b)) of the Code, such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's ’s intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members. (f) The Members acknowledge that the tax provisions set forth in this Agreement may, from time to time, not result in the economic consequences anticipated by the Members. Accordingly, from time to time, the Members agree that they shall approve amendments to this Agreement as are reasonably requested by a Member to reflect tax considerations consistent with the economic provisions of this Agreement.

Tax Matters Member. (a) Eastern The Members holding a Super-Majority of the Sharing Ratios shall designate one of the Members to be the "“tax matters partner" ” of the Company pursuant to Code Section 6231(a)(7) of 6231 (a)(7). The Member who is designated as the Code (tax matters partner is referred to herein as the "“Tax Matters Member"). At the request of each other Member, the .” The Tax Matters Member shall take such action as may be necessary to cause, cause to the extent possible, such possible each other Member to become a "“notice partner" ” within the meaning of Code Section 6223 of the Code6223. The Tax Matters Member shall inform each other Member of all significant matters that may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth Business Day (5th) business day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacity. (b) The Tax Matters Member shall take no action without the authorization of the Management CommitteeMembers holding a Super-Majority of the Sharing Ratios, other than such action as may be required by Lawlaw. Any cost or expense incurred by the Tax Matters Member member in connection with its duties, including but not limited to the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (c) The Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the written consent of the Management CommitteeMembers holding a Super-Majority of the Sharing Ratios. The Tax Matters Member shall not bind any Member to a settlement agreement without obtaining the consent written concurrence of such Member. Any Member that who enters into a settlement agreement with respect to any Company item (as described in within the meaning of Code Section 6231(a)(36231 (a)(3)) shall notify the other Members of such settlement agreement and its terms within 90 Days ninety (90) calendar days from the date of the settlement. (d) No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of the Company items for any taxable year without first notifying the other Membersmembers. If the Management Committee consents Members holding a Super-Majority of the Sharing Ratios consent to the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment on behalf of the Members. If such the consent is not obtained within 30 Days thirty (30) days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6228 6228, or other Code Section with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed. (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's ’s intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

Tax Matters Member. (a) Eastern shall be the "The tax matters partner" partner of the Company pursuant to Code Section 6231(a)(7) of shall be a Member designated from time to time by the Code (Board subject to replacement by the "Board. Any Member who is designated as the tax matters partner is referred to herein as the “Tax Matters Member")”. At The initial Tax Matters Member will be the request of each other Member, the ▇▇▇▇▇▇▇▇ Entity. The Tax Matters Member shall take such action as may be necessary to cause, cause to the extent possible, such possible each other Member to become a "notice partner" partner within the meaning of Code Section 6223 of the Code6231(a)(8). The Tax Matters Member shall inform each other Member of all significant matters that may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth Business Day day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacity. (b) The Tax Matters Member shall take no action without the authorization of the Management CommitteeBoard, other than such action as may be required by Law. Any cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (c) The Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Management CommitteeBoard. The Tax Matters Member shall not bind any Member to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company item (as described in within the meaning of Code Section 6231(a)(3)) shall notify the other Members of such settlement agreement and its terms within 90 Days ninety (90) days from the date of the settlement. (d) No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee Board consents to the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment on behalf of the Members. If such consent is not obtained within 30 Days thirty (30) days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6226 or 6228 or other Code Section with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed. (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's ’s intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

Tax Matters Member. (a) Eastern Subject to Section 9.4(c), Charlie Sub is hereby appointed and shall be serve as the "tax matters partner" Member of the Company pursuant to Section 6231(a)(7) of the Code (the "Tax Matters Member")) within the meaning of IRC Section 6231(a)(7) for so long as it is not the subject of a bankruptcy event as defined in Section 9.2 and otherwise is entitled to act as the Tax Matters Member. At The Tax Matters Member may file a designation of itself as such with the request Internal Revenue Service. The Tax Matters Member shall (i) furnish to each Member affected by an audit of the Company income tax returns a copy of each notice or other Membercommunication received from the IRS or applicable state authority, (ii) keep such Member informed of any administrative or judicial proceeding, as required by Section 6223(g) of the Code, and (iii) allow such Member an opportunity to participate in all such administrative and judicial proceedings. The Tax Matters Member shall take such action as may be reasonably necessary to cause, to constitute the extent possible, such other Member to become a "notice partner" within the meaning of Section 6223 6231(a)(8) of the Code. The ; provided that the other Member provides the Tax Matters Member shall inform each other Member of all significant matters with the information that may come is necessary to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth Business Day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacitytake such action. (b) The Company shall not be obligated to pay any fees or other compensation to the Tax Matters Member in its capacity as such. However, the Company shall take no action without reimburse the authorization of the Management Committee, expenses (including reasonable attorneys' and other than such action as may be required by Law. Any cost or expense professional fees) incurred by the Tax Matters Member in such capacity. Each Member who elects to participate in Company administrative tax proceedings shall be responsible for its own expenses incurred in connection with its dutiessuch participation. In addition, including the preparation for cost of any adjustments to a Member and the cost of any resulting audits or pursuance adjustments of administrative or judicial proceedings, a Member's tax return shall be paid borne solely by the Companyaffected Member. (c) The Company shall indemnify and hold harmless the Tax Matters Member shall from and against any loss, liability, damage, cost or expense (including reasonable attorneys' fees) sustained or incurred as a result of any act or decision concerning Company tax matters and within the scope of such Member's responsibilities as Tax Matters Member, so long as such act or decision was not enter into any extension the result of gross negligence, fraud, bad faith or willful misconduct by the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Management CommitteeTax Matters Member. The Tax Matters Member shall not bind any Member be entitled to a settlement agreement without obtaining rely on the consent advice of such Member. Any Member that enters into a settlement agreement with respect to any Company item (legal counsel as described in Code Section 6231(a)(3)) shall notify the other Members of such settlement agreement and its terms within 90 Days from the date of the settlement. (d) No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee consents to the requested adjustmentnature and scope of its responsibilities and authority as Tax Matters Member, and any act or omission of the Tax Matters Member pursuant to such advice shall file the request for the administrative adjustment on behalf of the Members. If such consent is not obtained within 30 Days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6228 or other Code Section with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where in no event subject the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed. (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances liability to the other Members of such intent and the manner in which the Company or any Member's intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

Tax Matters Member. (a) Eastern Holdings, or such other Member selected by Members representing a Majority Interest, shall be act as the "“tax matters partner" ” of the Company pursuant to Section 6231(a)(7) of the Code (the "“Tax Matters Member"”). At the request of each other Member, the The Tax Matters Member shall take such action as may be necessary to cause, cause to the extent possible, such other possible each Member to become a "“notice partner" ” within the meaning of Section 6223 of the Code. The Tax Matters Member shall inform each other Member of all significant matters that may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth Business Day business day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacity. (b) The Tax Matters Member shall take no action without the authorization of the Management CommitteeBoard, other than such action as may be required by Lawapplicable law. Any cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (c) The Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Management CommitteeBoard. The Tax Matters Member shall not bind any Member to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company item (as described in Code Section 6231(a)(3)) of the Code) shall notify the other Members of such settlement agreement and its terms within 90 Days days from the date of the settlement. (d) No Member shall file a request pursuant to Code Section 6227 of the Code for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee Board consents to the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment on behalf of the Members. If such consent is not obtained within 30 Days days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, Member may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6228 or other Section of the Code Section with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed. (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b)) of the Code, such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's ’s intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

Tax Matters Member. (a) Eastern shall be the "tax matters partner" of the Company pursuant ▇. ▇▇▇▇▇▇▇ is hereby designated to Section 6231(a)(7) of the Code (act as the "Tax Matters Member")" under Code section 6231(a)(7) for the Fiscal Year ending December 31, 2004 and Inland shall be the Tax Matters Member for all other Fiscal Years. At To the request of each other Memberextent provided in Code Sections 6221 through 6231 and subject to the provisions hereof, the Tax Matters Member shall take such action represent the Company and the Members in their capacities as may be necessary to causeMembers before taxing authorities or courts of competent jurisdiction in tax matters affecting the Company or the Members in their capacities as Members, and, subject to the limitations set forth in this Agreement, shall file any tax returns and execute any agreements or other documents on behalf of the Company. To the extent possiblethe Company meets the criteria set forth in Section 6231(a)(1)(B)(i) of the Code, such other Member the Company shall not elect to become a "notice partner" within be subject to the meaning of unified partnership audit procedures under Section 6223 6231(a)(1)(B)(ii) of the Code. The Tax Matters Member shall inform each other Member cause the Accountant to report the Reorganization and the transactions contemplated in the Contribution Agreement and herein with respect to the admission of all significant matters that may come to its attention in its capacity as Tax Matters Member Inland and the Cash Payment (including the purchase by giving notice thereof on or before the fifth Business Day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacity. (b) The Tax Matters Member shall take no action without the authorization Owner Entity of the Management Committee, other than such action as may be required by Law. Any cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (c) The Tax Matters Member shall not enter into any extension interest of the period of limitations for making assessments on behalf Withdrawing Member therein) as set forth in Section 4.1.A hereof and only with the written approval of the Members without first obtaining the consent of the Management CommitteeManager. The Tax Matters Member shall not bind any Member hereby covenants and agrees to a settlement agreement without obtaining allocate the consent of such Member. Any Member that enters into a settlement agreement with respect basis step-up attributable to any Company item (as described in Code Section 6231(a)(3)) shall notify the other Members of such settlement agreement and its terms within 90 Days Existing Property resulting from the date of Reorganization and admission, in the settlementmanner required by the Manager in its sole and absolute discretion. B. Subject to the limitations set forth in this Agreement, the Tax Matters Member is authorized to make any and all elections for federal, state, and local tax purposes, including, without limitation, any election, if permitted by applicable law: (di) No Member shall file a request to adjust the basis of Company Assets pursuant to Code sections 754, 734(b), and 743(b), or comparable provisions of state or local income tax law, in connection with Transfers of LLC Interests and Company distributions; (ii) to treat the Company as a partnership for income tax purposes (or the functional equivalent thereof under applicable state and/or local income tax law) and (iii) to treat the Owner Entity as a disregarded entity for all tax purposes. Notwithstanding the foregoing, the Company shall not make an election under Section 6227 for an administrative adjustment 754 of Company items for any taxable year without first notifying the other Members. If the Management Committee consents Code prior to the requested adjustmentClosing under Section 9.5 hereof without the prior written consent of Cordish; provided, however, and for the avoidance of doubt, that the Manager shall be permitted, in its sole and absolute discretion, to cause the Company to make a Section 754 election effective for the year in which the Closing under Section 9.5 occurs. C. To the extent that such matters would have a material adverse effect on any Member, the Tax Matters Member shall file obtain the request for the administrative adjustment on behalf consent of the Members. If such consent is not obtained within 30 Days from such notice, or within other Members before it can (i) extend the period required to timely file statute of limitations for assessment of tax deficiencies against the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6228 or other Code Section Members with respect to adjustments to the Company's federal, state, or local income tax returns, or (ii) execute any item involving settlement agreement that binds the Members or otherwise affects the rights of the Company shall notify the other Members of such intention and the nature Members. D. Prior to the taking of any action and/or the contemplated proceeding. In the case where making of any election by the Tax Matters Member is the Member intending (including all such actions and/or elections specifically referred to file such petition in this Agreement) which has a material adverse effect on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in Member, the choosing of the forum in which such petition will be filed. (e) If any Tax Matters Member intends to file a shall provide prompt written notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances intended action and/or election to the other Members Member. If the other Member sends the Tax Matters Member a written objection within thirty (30) business days of such intent and receiving the manner in which the Member's intended treatment of an item is notice (or such shorter time as may be) inconsistent with the treatment of that item by the other Members.be required to take such action - 45 -

Tax Matters Member. (a) Eastern FS Member shall be act as the "“tax matters partner" ” of the Company pursuant to Section 6231(a)(7) of the Code (the "“Tax Matters Member"”). At the request of each other Member, the The Tax Matters Member shall take such action as may be necessary to cause, cause to the extent possible, such other possible each Member to become a "“notice partner" ” within the meaning of Section 6223 of the Code. The Tax Matters Member shall inform each other Member of all significant matters that may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth 15th Business Day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacity. (b) The Tax Matters Member shall take no action without the authorization of the Management Committee, other than such action as may be required by Law. Any reasonable cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (c) The Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members any Member without first obtaining the consent of the Management Committeesuch Member. The Tax Matters Member shall not bind any Member to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company item (as described in Code Section 6231(a)(3)) of the Code in respect of the term “partnership item”) shall notify the other Members of such settlement agreement and its terms within 90 Days days from the date of the settlement. (d) No Member shall file a request pursuant to Code Section 6227 of the Code for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee a Majority Interest consents to the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment on behalf of the Members. If such consent is not obtained within 30 Days days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, Member may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6228 or other Section of the Code Section with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period to each other Member 90 days prior to filing and the Tax Matters Member shall obtain the consent of time to allow the other Members to participate in the choosing of the forum in which such petition will be filedfiled prior to filing, which consent shall not be unreasonably withheld or delayed. (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b)) of the Code, such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's ’s intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.. Article XII BOOKS, RECORDS, REPORTS, BANK ACCOUNTS, AND BUDGETS

Tax Matters Member. (a) Eastern shall be the "tax matters partner" The Tax Matters Member of the Company pursuant to Joint Venture within the meaning of Section 6231(a)(7) of the Code shall be Commodore. Unless otherwise expressly provided herein or in the Code and the regulations issued thereunder (or the "laws of other relevant taxing jurisdictions), the Tax Matters Member")Member is authorized to take any action for or on behalf of the Joint Venture that it determines to be necessary or appropriate with respect to all tax matters. At Notwithstanding the request of each other Memberforegoing, the Tax Matters Member shall take such no action as may be necessary to cause, to the extent possible, such other Member to become a "notice partner" within the meaning of Section 6223 for or on behalf of the Code. The Tax Matters Member shall inform each other Member Joint Venture, except as emergency situations may dictate, without the prior agreement of all significant matters that may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth Business Day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacityDirectors. (b) The Tax Matters Member shall take no action without promptly advise the authorization other Members of all audits or other actions by the Management Committee, Internal Revenue Service and shall furnish to the Joint Venture and to each Member a copy of each notice or other than communication received by the Tax Matters Member from the Internal Revenue Service except such action as may be required notice or communication sent directly to the Members by Lawthe Internal Revenue Service. Any cost or expense All reasonable expenses incurred by the Tax Matters Member in connection with its duties, including capacity as such shall be expenses of the preparation for or pursuance of administrative or judicial proceedings, Joint Venture and shall be paid by the CompanyJoint Venture. Such fees must be approved in advance by Proturo and Viejas, which consent shall not be unreasonably withheld. (c) The To the fullest extent permitted by law, the Joint Venture shall indemnify the Members on an after-tax basis against any liabilities incurred while acting as the Tax Matters Member shall not enter into any extension of the period Joint Venture but only to the extent such Member acts within the scope of limitations for making assessments on behalf of the Members without first obtaining the consent of the Management Committeeits authority as Tax Matters Member under this Agreement. The Tax Matters Member shall not bind be indemnified against any Member to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company item (as described in Code Section 6231(a)(3)) shall notify the other Members of such settlement agreement and its terms within 90 Days from the date liability regarding Joint Venture tax matters arising by reason of the settlementwillful misconduct, bad faith, gross negligence or reckless disregard of the duties of the Tax Matters Member. (d) No Member shall file a request pursuant to Code notice with the Internal Revenue Service under Section 6227 for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee consents to the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment on behalf 6222(b) of the Members. If Code in connection with such consent is not obtained within 30 Days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6228 or other Code Section with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed. (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's intended treatment of intention to treat an item on such Member's federal income tax return in a manner that is (or may be) inconsistent with the treatment of that such item by on the Joint Venture's federal income tax return unless such Member has, not less than 30 days prior to the filing of such notice, provided the other MembersMember with a copy of the notice and thereafter in a timely manner provides such other information related thereto as the other Member shall reasonably request.

Tax Matters Member. (a) Eastern shall be the "tax matters partner" of the Company pursuant ▇. ▇▇▇▇▇▇▇ is hereby designated to Section 6231(a)(7) of the Code (act as the "Tax Matters Member")" under Code section 6231(a)(7) for the Fiscal Year ending December 31, 2004 and Inland shall be the Tax - 43 - Matters Member for all other Fiscal Years. At To the request of each other Memberextent provided in Code Sections 6221 through 6231 and subject to the provisions hereof, the Tax Matters Member shall take such action represent the Company and the Members in their capacities as may be necessary to causeMembers before taxing authorities or courts of competent jurisdiction in tax matters affecting the Company or the Members in their capacities as Members, and, subject to the limitations set forth in this Agreement, shall file any tax returns and execute any agreements or other documents on behalf of the Company. To the extent possiblethe Company meets the criteria set forth in Section 6231(a)(1)(B)(i) of the Code, such other Member the Company shall not elect to become a "notice partner" within be subject to the meaning of unified partnership audit procedures under Section 6223 6231(a)(1)(B)(ii) of the Code. The Tax Matters Member shall inform each other cause the Accountant to report the Reorganization and the transactions contemplated in the Contribution Agreement and herein with respect to the admission of Inland and the Cash Payment (including the purchase by the Owner Entity of the interest of the Withdrawing Member therein) as set forth in Section 4.1.A hereof and only with the written approval of all significant matters that may come to its attention in its capacity as the Manager. The Tax Matters Member hereby covenants and agrees to allocate the basis step-up attributable to the Existing Property resulting from the Reorganization and admission, in the manner required by giving the Manager in its sole and absolute discretion. B. Subject to the limitations set forth in this Agreement, the Tax Matters Member is authorized to make any and all elections for federal, state, and local tax purposes, including, without limitation, any election, if permitted by applicable law: (i) to adjust the basis of Company Assets pursuant to Code sections 754, 734(b), and 743(b), or comparable provisions of state or local income tax law, in connection with Transfers of LLC Interests and Company distributions; (ii) to treat the Company as a partnership for income tax purposes (or the functional equivalent thereof under applicable state and/or local income tax law) and (iii) to treat the Owner Entity as a disregarded entity for all tax purposes. Notwithstanding the foregoing, the Company shall not make an election under Section 754 of the Code prior to the Closing under Section 9.5 hereof without the prior written consent of Cordish; provided, however, and for the avoidance of doubt, that the Manager shall be permitted, in its sole and absolute discretion, to cause the Company to make a Section 754 election effective for the year in which the Closing under Section 9.5 occurs. C. To the extent that such matters would have a material adverse effect on any Member, the Tax Matters Member shall obtain the consent of the other Members before it can (i) extend the statute of limitations for assessment of tax deficiencies against the Members with respect to adjustments to the Company's federal, state, or local income tax returns, or (ii) execute any settlement agreement that binds the Members or otherwise affects the rights of the Company and the Members. D. Prior to the taking of any action and/or the making of any election by the Tax Matters Member (including all such actions and/or elections specifically referred to in this Agreement) which has a material adverse effect on the other Member, the Tax Matters Member shall provide prompt written notice thereof on or before of such intended action and/or election to the fifth Business Day after becoming aware thereof and, within that time, shall forward to each other Member. If the other Member copies sends the Tax Matters Member a written objection within thirty (30) business days of all significant receiving the notice (or such shorter time as may be required to take such action or to make such election), the Tax Matters Member and the other Member shall confer about the intended action or election, as applicable. If agreement cannot be reached within sixty (60) business days after the receipt by the Tax Matters Member of the other Member's written communications it objection (or such shorter time as may receive in that capacity. (b) The be required to take such action or to make such election), - 44 - the Tax Matters Member shall take no the action without or make the authorization election, as applicable as originally proposed unless the other Member provides an opinion from the other Member's regular outside legal tax counsel, or, at the option of the Management Committeeother Member, another nationally recognized law firm that is reasonably acceptable to the Tax Matters Member, in either case at the other Member's sole expense, that the action or election, as applicable as proposed would more likely than not have an adverse tax consequence to the other Member. In making such action as may determination, the other Member's counsel (or such other law firm selected by it in accordance with the foregoing) shall be required by Lawinstructed to give effect to the provisions of Articles III and IV hereof. Any cost or expense incurred by dispute regarding any action to be taken under this Section 7.5.D shall be submitted to arbitration in accordance with the provisions of Section 7.5.F hereof. E. Within five business days of its receipt, the Tax Matters Member in connection shall give written notice to the other Member of the receipt of any written notice relating to a controversy or related proceeding which has a material adverse effect on the other Member with its dutiesthe Internal Revenue Service or any state or local taxing authority, including including, without limitation, (A) written notice that the preparation Internal Revenue Service or any state or local taxing authority intends to examine the Company's income tax returns for any year; (B) written notice of commencement of an administrative proceeding at the Company level related to the Company under section 6223 of the Code; (C) written notice of any final Company administrative adjustment relating to the Company pursuant to a proceeding under section 6223 of the Code; (D) any request from the Internal Revenue Service or pursuance any comparable state or local taxing agency for waiver of administrative or judicial proceedings, shall be paid any applicable statute of limitations with respect to the filing of any tax return by the Company. ; (cE) The Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Management Committee. The Tax Matters Member shall not bind any Member to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company item (as described in Code Section 6231(a)(3)) shall notify the other Members of such settlement agreement and its terms within 90 Days information document requests from the date Internal Revenue Service or any other taxing authority, and (F) any Form 5701 or comparable state or local audit adjustment notices. Within ninety (90) days after receipt of the settlement. (d) No Member shall file notice of a request pursuant to Code Section 6227 for an final Company administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee consents to the requested adjustment, the Tax Matters Member shall notify each Member if it does not intend to file for judicial review with respect to such adjustment. F. The Tax Matters Member shall keep the request for other Member fully and promptly informed about the administrative adjustment status of any tax controversy or related proceeding involving the Company which could have a material adverse effect on behalf the other member. If, as a result of a notice provided by the Tax Matters Member under Section 7.5.E or otherwise, the other Member believes, based upon the nature of the Members. If such consent is not obtained within 30 Days from such noticegovernment inquiry, or within that the period required to timely file government could be considering an adjustment that would have an adverse effect upon the request for administrative adjustment, if shorter, any other Member, including then other Member shall have the right to hire and retain counsel of its choice, reasonably acceptable to the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6228 or other Code Section with respect to any item involving represent the Company in connection with such issue, shall notify have the other Members right to control the contest of such intention issue, and shall participate in such contest to the nature of the contemplated proceeding. In the case where maximum extent allowable by law, but shall keep the Tax Matters Member fully informed. If the Tax Matters Member does not agree that the government could be considering an adjustment that would have an adverse effect upon the other Member, then this dispute shall be promptly submitted to a senior tax partner at a nationally recognized law firm (other than the other Member's regular outside tax counsel) selected by the other Member and reasonably acceptable to the Tax Matters Member (the "ARBITRATOR"). The Arbitrator so selected shall be instructed to give effect to the provisions of this Agreement in determining whether the adjustment could have an adverse effect on the other Member. The Arbitrator's determination shall be final and binding on the parties and if the determination is that the adjustment could have an adverse effect on the other Member, then the other Member intending shall have the rights set forth in this Section 7.5.F. All - 45 - information provided to file such petition the Arbitrator by the Company or either Member shall be kept strictly confidential by the Arbitrator. G. All expenses incurred by Cordish as the Tax Matters Member (or incurred by the Company as a result of actions taken on behalf of the Company by Cordish as the Tax Matters Member) for the 2004 taxable year (including, but not limited to, the costs and expenses incurred by the Company and/or Cordish for the preparation of the 2004 tax returns of the Company and the Owner Entity and the expenses of counsel retained by either Member to represent the Company under section 7.5.F in connection with any tax controversy or related proceeding of the Company) shall be borne solely by Cordish; PROVIDED, HOWEVER, that if Cordish does not otherwise make such payments in a timely fashion, such notice payments shall be given within a reasonable period paid from the Operations Reserve. All expenses incurred by Inland as the Tax Matters Member (including the expenses of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed. (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's intended treatment of an item is (or may be) inconsistent with the treatment of that item counsel retained by the other MembersMember to represent the Company under section 7.5.F) in connection with any tax controversy or related proceeding of the Company will be borne equally by Inland and Cordish; PROVIDED, HOWEVER, that if Cordish does not otherwise make its portion of such payments in a timely fashion, such portion of such payments shall be paid from the Operations Reserve. Nothing herein shall be construed to restrict Inland, during the periods that Inland is the Tax Matters Member, from engaging an accounting or law firm to assist the Tax Matters Member in discharging its duties hereunder, so long as the compensation paid by the Company for such services is customary.

Tax Matters Member. (a) Eastern DRIVe shall be the "initial “tax matters partner" ” of the Company pursuant to Section 6231(a)(7) of the Code (the "“Tax Matters Member"”). At the request of each any other Member, the Tax Matters Member shall take such action as may be necessary to cause, to the extent possible, such other Member to become a "“notice partner" ” within the meaning of Section 6223 of the Code. The Tax Matters Member shall inform each provide the Members all notices and other Member of all significant matters that may come to its attention in its capacity as written communications received by the Tax Matters Member from the Internal Revenue Service or sent by giving the Tax Matters Member to the Internal Revenue Service. The Tax Matters Member shall provide Members with prompt written notice thereof on or before the fifth Business Day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant meetings or conferences with the Internal Revenue Service and the Members shall have the right to attend all such meetings and conferences at their expense. The Tax Matters Member shall be subject to removal (i) without cause upon the written communications request of the Board of Managers, and (ii) in the case of its gross negligence or willful misconduct, by a majority in interest of all Members other than the Tax Matters Member and its Affiliates that are Members. If DRIVe ceases to hold a majority of the Units, the Tax Matters Partner shall be selected by, and be subject to removal and replacement by, a Majority of the Members. The Company shall exculpate from liability, indemnify and hold harmless the Tax Matters Member from any and all losses and claims arising out of the performance by it may receive of its obligations under this Agreement so long as the Tax Matters Member acted in that capacitygood faith and in a manner reasonably believed by it to be within the scope of the authority conferred upon it in accordance with the provisions of this Agreement and the Tax Matters Member’s actions did not constitute gross negligence or willful misconduct. (b) The Tax Matters Member and other Members shall take no action without the authorization use their best efforts to comply with responsibilities outlined in Sections 6222 through 6233 and 6050K of the Management CommitteeCode (and the Treasury Regulations thereunder) and in doing so shall incur no liability to any other Member. The Tax Matters Member shall have the reasonable power and authority to consult with and appoint any accountant, legal counsel or other than tax professional (a “Tax Professional”), to assist with any audit conducted by the Internal Revenue Service or an equivalent state agency. However, prior to such action as may be required by Law. Any cost or expense incurred by engagement the Tax Matters Member must notify and request consent from the other Members, such consent shall not be unreasonably withheld. Notwithstanding the Tax Matters Member’s obligation to use its best efforts in connection with the fulfillment of its dutiesresponsibilities, including the Tax Matters Member shall not be required to incur any expenses for the preparation for for, or pursuance of of, administrative or judicial proceedings, . The Company shall be paid solely responsible for any fees charged by a Tax Professional and shall reimburse the CompanyTax Matters Member to the extent that the Tax Matters Member pays any such fees. (c) The Tax Matters Member shall not enter into any extension of have the period authority to extend the statute of limitations for making assessments on behalf assessment of tax deficiencies against the Members with respect to adjustments to the Company’s United States federal, state or local tax returns, and to the extent provided in Sections 6221 through 6231 of the Code, to represent the Company and the Members without first obtaining before United States taxing authorities or courts of competent jurisdiction in United States tax matters affecting the Company and the Members in their capacities as Members, and to file any United States tax returns and execute any agreements or other documents relating to or affecting such United States tax matters, including agreements or other documents that bind the Members with respect to such United States tax matters; provided that, to the extent any such extension, agreement, election or document might have a material effect on any Member, such Member must consent of in writing to such extension, agreement, election or document and the Management Committee. The Tax Matters Member shall not bind must reasonably consult with such Member in any discussions or negotiations associated with such agreement or document. Each Member agrees to cooperate with the Board of Managers and the Tax Matters Member and to do or refrain from doing any or all things reasonably required by the Board of Managers and the Tax Matters Member to a settlement agreement without obtaining the consent of conduct such Member. proceedings. (d) Any Member that who enters into a settlement agreement with the Secretary of the Treasury with respect to any Company item (items, as described defined in Code Section 6231(a)(3)) of the Code, shall notify the other Members of such settlement agreement and its the terms within 90 Days ninety (90) days from the date of the such settlement. (de) No Member shall file pursuant to Section 6227 of the Code a request pursuant to Code Section 6227 for an administrative adjustment of Company items for any taxable year without first notifying the all other Members. If the Management Committee consents to all other Members agree with the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment on behalf of the MembersCompany. If such unanimous consent is not obtained within 30 Days thirty (30) days from such notice, or within the period required to timely file the request for administrative adjustmentrequest, if shorter, any Member, including the Tax tax Matters Member, may file a request for administrative adjustment on its own behalf. . (f) Any Member intending to file a petition under Sections 6226 or 6228 of the Code Sections 6226, 6228 or any other Code Section with respect to any item Company item, or other tax matters involving the Company Company, shall notify the other Members prior to such filing of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Companypetition, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing choice of the forum in which for such petition will be filed. (e) petition, and the Members shall mutually agree on an appropriate forum. If any a Member intends to file seek review of any court decision rendered as a notice result of inconsistent treatment under Code Section 6222(b)such proceeding, such the Member shall give reasonable notice under the circumstances to notify the other Members of prior to seeking such intent and the manner in which the Member's intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Membersreview.

Tax Matters Member. (a) Eastern ▇▇▇▇ Holdings, or such other Member selected by the Board, shall be act as the "tax matters partner" of the Company pursuant to Section 6231(a)(7) of the Code (the "Tax Matters Member"). At the request of each other Member, the The Tax Matters Member shall take such action as may be necessary to cause, cause to the extent possible, such other possible each Member to become a "notice partner" within the meaning of Section 6223 of the Code. The Tax Matters Member shall inform each other Member of all significant matters that may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth Business Day business day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacity. (b) The Tax Matters Member shall take no action without the authorization of the Management CommitteeBoard, other than such action as may be required by Lawapplicable law. Any cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (c) The Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Management CommitteeBoard. The Tax Matters Member shall not bind any Member to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company item (as described in Code Section 6231(a)(3)) of the Code) shall notify the other Members of such settlement agreement and its terms within 90 Days days from the date of the settlement. (d) No Member shall file a request pursuant to Code Section 6227 of the Code for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee Board consents to the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment on behalf of the Members. If such consent is not obtained within 30 Days days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, Member may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6228 or other Section of the Code Section with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed. (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

Tax Matters Member. (a) Eastern The Management Committee shall be designate SE Member to serve as the "“tax matters partner" member” of the Company pursuant to Section 6231(a)(7) of the Code (the "“Tax Matters Member"”). At the request of each other Member, the The Tax Matters Member shall take such action as may be necessary to cause, cause to the extent possible, such possible each other Member to become a "“notice partner" member” within the meaning of Section 6223 of the Code. The Tax Matters Member shall inform each other Member of all significant matters that may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth Business Day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacity. (b) The Tax Matters Member shall take no action without provide any Member, upon request, access to accounting and tax information and schedules as shall be necessary for the authorization preparation by such Member of the Management Committee, other than its income tax returns and such action as may be required by Law. Member’s tax information reporting requirements. (c) Any cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (cd) The Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Management Committee. The Tax Matters Member shall not bind any Member to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company item (as described in Code Section 6231(a)(3)) shall notify the other Members of such the settlement agreement and its terms within 90 Days from on or before the 90th Day after the date of the settlement. (de) No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of Company items for any taxable year without first (i) notifying the other Members, and (ii) receiving the Management Committee’s consent. If the Management Committee consents to the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment on behalf of the Members. If such consent is not obtained within 30 Days from on or before the 30th Day after such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6228 or other Code Section with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed. (ef) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's ’s intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

Tax Matters Member. (a) Eastern The LLC shall be the have a "tax matters partner" of (the Company "Tax Matters Member") pursuant to Section 6231(a)(7) of the Code (Code. Except as specifically required to the "contrary herein or by applicable law, the Tax Matters Member")Member may take or not take any action in connection with any tax matter relating to the LLC. At Without limiting the request generality of each other Memberthe foregoing, the Tax Matters Member shall take such action as may be necessary to cause, to to: (1) cause the extent possible, such other Member Members to become a "notice partnerpartners" within the meaning of Section 6223 6231(a)(8) of the Code. The Tax Matters Member shall , promptly inform each other Member them of all significant material matters that may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth Business Day after becoming aware thereof and, within that time, shall forward and deliver to each other Member them copies of all significant material written communications (including any written adjustment by any taxing authority which would affect any Member's liability for taxes) it may receive or submit in that such capacity.; and (b2) participate in any meeting with any taxing authority and/or prosecute any Proceeding involving tax matters relating to the LLC and determine, to the extent permitted by applicable law, whether or not to permit any other Member to participate therein (including any defense). The Developer Member is hereby appointed the Tax Matters Member. Any person serving as the Tax Matters Member may resign at any time upon not less than sixty (60) days prior notice to each Member, and such resignation shall take effect upon the expiration of such 60-day period or at such later time as specified in such notice. The Developer Member shall not be removed, and no person other than the Developer Member may be appointed, as the Tax Matters Member except upon the unanimous Consent of the Members. The resignation or replacement of any Member as the Tax Matters Member shall have no effect on such person's status as a Manager or a Member. The Tax Matters Member shall take no action without be entitled to reimbursement by the authorization LLC of the Management Committeeall reasonable, other than such action as may be required by Law. Any cost or expense out-of-pocket expenses incurred by the Tax Matters Member in connection with performing its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Companyduties hereunder. (c) The Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Management Committee. The Tax Matters Member shall not bind any Member to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company item (as described in Code Section 6231(a)(3)) shall notify the other Members of such settlement agreement and its terms within 90 Days from the date of the settlement. (d) No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee consents to the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment on behalf of the Members. If such consent is not obtained within 30 Days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6228 or other Code Section with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed. (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

Tax Matters Member. (a) Eastern NRG Central shall be the "tax matters partner" of the Company pursuant to Section 6231(a)(7) of the Code (the "Tax Matters Member"). At the request of each other Member, the Tax Matters Member shall take such action as may be necessary to cause, to the extent possible, such other Member to become a "notice partner" within the meaning of Section 6223 of the Code. The Tax Matters Member shall inform each other Member of all significant matters that may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth Business Day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacity. (b) The Tax Matters Member shall take no action without the authorization of the Management Committee, other than such action as may be required by Law. Any cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (c) The Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Management Committee. The Tax Matters Member shall not bind any Member to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company item (as described in Code Section 6231(a)(3)) shall notify the other Members of such settlement agreement and its terms within 90 Days from the date of the settlement. (d) No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee consents to the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment on behalf of the Members. If such consent is not obtained within 30 Days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6228 or other Code Section with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed. (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

Tax Matters Member. (a) Eastern shall be Holding is hereby designated the "tax tax-matters partner" of the Company pursuant to as that term is defined in Section 6231(a)(7) of the Code (referred to herein as the "Tax Tax-Matters Member"). At the request of each other Member, the Tax Matters Member shall take such action as may be necessary to cause, to the extent possible, such other Member to become a "notice partner" within the meaning of Section 6223 of the Code. The Tax Matters Member shall inform each other Member of all significant matters that may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth Business Day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacity. (b) The Tax Tax-Matters Member shall take no action in such capacity without the authorization or consent of the Management Committeeother Members, other than such action as the Tax-Matters Member may be required to take by Lawlaw. Any cost or expense incurred by the Tax The Tax-Matters Member shall use its best efforts to comply with the responsibilities outlined in connection with Sections 6222 through 6232 of the Code and in doing so shall incur no liability to the other Members. Notwithstanding the Tax-Matters Member's obligation to use its dutiesbest efforts in the fulfillment of its responsibilities, including the Tax-Matters Member shall not be required to incur any expenses for the preparation for or pursuance of administrative or judicial proceedings, shall be paid by proceedings unless the CompanyMembers agree on a method for sharing such expenses. (c) The Tax Tax-Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the other Members without first obtaining the written consent of the Management Committee. The Tax Matters Member shall not bind any Member to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company item (as described in Code Section 6231(a)(3)) shall notify the other Members of such settlement agreement and its terms within 90 Days from the date of the settlementMembers. (d) No Member shall file file, pursuant to Section 6227 of the Code, a request pursuant to Code Section 6227 for an administrative adjustment of Company items for any Company taxable year without first notifying the other Members. If the Management Committee consents to other Members agree with the requested adjustment, then the Tax Tax-Matters Member shall file the request for the administrative adjustment on behalf of the MembersMember. If such unanimous consent is not obtained within 30 Days calendar days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Tax-Matters Member, may file a request for administrative adjustment on its own behalf. . (e) Any Member intending to file a petition under Code Sections 6226, 6228 6228, or other section of the Code Section with respect to respecting any item or other matter involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where when the Tax Tax-Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed. (e) . If the Members do not agree on the appropriate forum, then the appropriate forum shall be decided by vote of a majority in interest of the Members. Each Member shall have a vote in accordance with its aggregate percentage right to distributions of Available Cash for the year under audit. If such a majority cannot agree, then the Tax-Matters Member shall choose the forum. If any Member intends to file seek review of any court decision rendered as a notice result of inconsistent treatment a proceeding instituted under Code the preceding provisions of this Section 6222(b5.12(e), then such Member shall give reasonable notice under the circumstances to notify the other Members of such intent intended action. (f) The Tax-Matters Member shall not bind any Member to a settlement agreement without obtaining the written concurrence of such Member. For purposes of this Section 5.12(f), the term "settlement agreement" shall include a settlement agreement at either an administrative or judicial level. Any Member that enters into a settlement agreement respecting any partnership items, as defined in Section 6231(a)(3) of the Code, shall notify the other Members of such settlement agreement and its terms within 90 calendar days from the manner in which date of settlement. (g) The provisions of this Section 5.12 shall survive the termination of the Company or the termination of any Member's intended treatment interest in the Company and shall remain binding on the Members for a period of an item is (or may be) inconsistent time necessary to resolve with the treatment Internal Revenue Service or the ▇▇▇▇▇▇ ▇▇▇▇▇▇ Department of that item by the other MembersTreasury any and all matters regarding the United States federal income taxation of the Company.

Tax Matters Member. The Silgan Investors (aor any Member selected by the Silgan Investors that agrees in writing with the Silgan Investors) Eastern shall be act as or appoint the "tax matters partner" “partnership representative” within the meaning of the Company pursuant to Section 6231(a)(76223(a) of the Code (the "Tax Matters Member"“Company Representative”). At , in each case, with all powers attendant thereto, who shall be authorized and required to represent the request Company (at the Company’s expense) in connection with all examinations of each other Member, the Tax Matters Member shall take such action as may be necessary to cause, Company’s affairs by tax authorities with respect to the extent possible, such other Member to become a "notice partner" within the meaning of applicable taxable periods (including making an election under Section 6223 6226 of the Code), including resulting administrative and judicial proceedings, and to expend the Company’s funds for professional services and costs associated therewith. Any Member that is the Company Representative shall act at the direction of the Board in performing its duties and exercising its powers as the Company Representative. Each Member agrees to reasonably cooperate with the Board of Directors and the Company Representative (including supplying all information, documents, self-certifications, tax identification numbers, tax forms, and verifications thereof, that the Company Representative reasonably deems necessary in connection with (i) any information required for the Company to determine the application of Sections 6221-6241 of the Code to the Company, (ii) an election by the Company under Section 6221(b) or 6226 of the Code and (iii) an audit or a final adjustment of the Company by a taxing authority) and to do or refrain from doing any or all things reasonably required by them to conduct such proceedings; provided, that, such information and disclosure obligations shall be subject in all respects to each respective Member’s confidentiality policies and obligations, including with respect to its indirect beneficial owners; provided, further, that, notwithstanding anything herein to the contrary, nothing in this Agreement shall require a Member to amend or refile a tax return. The Tax Matters Member Company shall inform each other Member indemnify the Company Representative for any costs, expenses or liabilities incurred as a result of all significant matters that may come any actions or failures to its attention take actions in its capacity as Tax Matters Member Company Representative other than to the extent arising from a breach by giving notice thereof on such Person of this Agreement or before to the fifth Business Day after becoming aware thereof and, within that time, shall forward to each other Member copies extent resulting from such Person’s acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of all significant written communications it may receive in that capacity. (b) The Tax Matters Member shall take no action without the authorization law. All actions of the Management Committee, other than such action as may Company or the Company Representative in respect of tax returns or taxes shall be required by Lawsubject to Section 4.3(a)(v) of this Agreement. Any cost deficiency for taxes imposed on any Member (including penalties, additions to tax or expense incurred by the Tax Matters Member in connection interest imposed with its duties, including the preparation for or pursuance of administrative or judicial proceedings, respect to such taxes) shall be paid by such Member, and if required to be paid (and actually paid) by the Company, shall be recoverable from such Member as provided in Section 6.2(f); provided, however, that the A-VL Investors shall not be liable for penalties, additions to tax or interest imposed with respect to such taxes if such indemnity claim is in connection with acts or omissions of the Company which are not in good faith or which involve intentional misconduct, fraud or a knowing violation of law. The provisions of this Section 5.7 and the obligations of a Member pursuant to this Section 5.7 shall survive a Member ceasing to be a Member of the Company and the termination, dissolution, liquidation and winding up of the Company. (c) The Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Management Committee. The Tax Matters Member shall not bind any Member to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company item (as described in Code Section 6231(a)(3)) shall notify the other Members of such settlement agreement and its terms within 90 Days from the date of the settlement. (d) No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee consents to the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment on behalf of the Members. If such consent is not obtained within 30 Days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6228 or other Code Section with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed. (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

Tax Matters Member. (a) Eastern The Management Committee shall be designate a Member to serve as the "“tax matters partner" ” of the Company pursuant to Section 6231(a)(7) of the Code (the "“Tax Matters Member"”). At the request of each other Member, the The Tax Matters Member shall take such action as may be necessary to cause, cause to the extent possible, such possible each other Member to become a "“notice partner" ” within the meaning of Section 6223 of the Code. The Tax Matters Member shall inform each other Member of all significant matters that may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth Business Day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacity. (b) The Tax Matters Member shall take no action without the authorization of the Management Committee, other than such action as may be required by Law. Any cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (c) The Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Management Committee. The Tax Matters Member shall not bind any Member to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company item (as described in Code Section 6231(a)(3)) shall notify the other Members of such settlement agreement and its terms within 90 Days from the date of the settlement. (d) No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee consents to the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment on behalf of the Members. If such consent is not obtained within 30 Days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6228 or other Code Section with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed. (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's ’s intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

Tax Matters Member. (a) Eastern shall be the "The tax matters partner" partner of the Company pursuant to Code Section 6231(a)(7) of shall be a Member designated from time to time by the Code (Board subject to replacement by the "Board. Any Member who is designated as the tax matters partner is referred to herein as the “Tax Matters Member")”. At The initial Tax Matters Member as of the request of each other Member, the Effective Date shall be Sunoco. The Tax Matters Member shall take such action as may be necessary to cause, cause to the extent possible, such possible each other Member to become a "notice partner" partner within the meaning of Code Section 6223 of the Code6231(a)(8). The Tax Matters Member shall inform each other Member of all significant matters that may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth Business Day 20th day after (or if applicable, such shorter period as may be required by the appropriate statutory or regulation provisions) becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacity. (b) The Tax Matters Member shall take no action without the authorization of the Management CommitteeBoard, other than such action as may be required by Law. Any reasonable, documented cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (c) The Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Management CommitteeBoard. The Tax Matters Member shall not bind any Member to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company item (as described in within the meaning of Code Section 6231(a)(3)) shall notify the each other Members Member of such settlement agreement and its terms within 90 Days 15 days from the date of the settlement. (d) No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee Board consents to the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment on behalf of the Members. If such consent is not obtained within 30 Days days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6226 or 6228 or any other Code Section section with respect to any item involving the Company shall notify the each other Members Member of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the each other Members Member to participate in the choosing of the forum in which such petition will be filed. HN\1294694.16 TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**). (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the each other Members Member of such intent and the manner in which the such Member's ’s intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other MembersMember.

Tax Matters Member. (a) Eastern shall be the "The “tax matters partner" ” of the Company pursuant to Tax Code Section 6231(a)(7) of shall be the Code (Member that is designated by a Majority Interest. The “tax matters partner” is referred to herein as the "“Tax Matters Member")”. At the request of each other Member, the The Tax Matters Member shall take such action as may be necessary to cause, cause to the extent possible, such possible each other Member to become a "“notice partner" ” within the meaning of Tax Code Section 6223 of 6223. Unless otherwise changed by a Majority Interest, the Code. The initial Tax Matters Member shall inform each other Member of all significant matters that may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth Business Day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacitybe ▇▇▇▇▇▇▇▇▇▇. (b) The Tax Matters Member shall take no action without the authorization of the Management Committee, other than such action as may be required by Law. Any cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (c) The Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Management Committee. The Tax Matters Member shall not bind any Member to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company item (as described in within the meaning of Tax Code Section 6231(a)(3)) shall notify the other Members of such settlement agreement and its terms within 90 Days from the date of the settlement. (d) No Member shall file a request pursuant to Tax Code Section 6227 for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee a Majority Interest consents to the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment on behalf of the Members. If such consent is not obtained within 30 Days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Tax Code Sections 6226, 6228 6228, or other Tax Code Section with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed. (e) If any Member intends to file a notice of inconsistent treatment under Tax Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's ’s intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

Tax Matters Member. (a) Eastern The Managing Member shall appoint a Member (which may be itself) to serve as (i) with respect to taxable years of DFP beginning before January 1, 2018, the "tax matters partner" partner of DFP within the Company pursuant to meaning of Code Section 6231(a)(7) as in effect for such taxable years and (ii) with respect to taxable years of DFP beginning on or after January 1, 2018, the partnership representative of DFP within the meaning of Code Section 6223(a) (the "“Tax Matters Member"”). At The Managing Member shall serve in such capacity for so long as it is not the request subject of a Bankruptcy Event and is otherwise entitled to act as the Tax Matters Member. The Tax Matters Member may file a designation of itself as such with the IRS. The Tax Matters Member shall (i) furnish to each Member affected by an audit of DFP’s income tax returns a copy of each notice or other Membercommunication received from the applicable Tax Authority, (ii) keep such Member informed of any administrative or judicial Proceeding, including, for taxable years of DFP beginning before January 1, 2018, as required by Code Section 6223(g) as in effect for such taxable years and (iii) allow such Member an opportunity to participate in all such administrative and judicial Proceedings. For taxable years of DFP beginning before January 1, 2018, the Tax Matters Member shall take such action as may be reasonably necessary to cause, to the extent possible, constitute such other Member to become a "“notice partner" member” within the meaning of Section 6223 6231(a)(8) of the Code. The Code as in effect for such taxable years; provided, however, that the other Member provides the Tax Matters Member shall inform each other Member of all significant matters with the information that may come is necessary to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth Business Day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacitytake such action. (b) The DFP shall not be obligated to pay any fees or other compensation to the Tax Matters Member in his, her or its capacity as such. However, DFP shall take no action without reimburse the authorization of the Management Committee, expenses (including reasonable attorneys’ and other than such action as may be required by Law. Any cost or expense professional fees) incurred by the Tax Matters Member in such capacity. Each Member who elects to participate in DFP administrative tax Proceedings shall be responsible for its own expenses incurred in connection with its dutiessuch participation. In addition, including the preparation for cost of any adjustments to a Member and the cost of any resulting audits or pursuance adjustments of administrative or judicial proceedings, a Member’s tax return shall be paid borne solely by the Companyaffected Member. (c) The To the fullest extent permitted by law, DFP shall indemnify and hold harmless the Tax Matters Member shall from and against any loss, liability, damage, cost or expense (including reasonable attorneys’ fees) sustained or incurred as a result of any act or decision concerning DFP tax matters and within the scope of such Member’s responsibilities as Tax Matters Member, so long as such act or decision was not enter into any extension the result of gross negligence, fraud, bad faith or willful misconduct by the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Management CommitteeTax Matters Member. The Tax Matters Member shall not bind any Member be entitled to a settlement agreement without obtaining rely in good faith on the consent advice of such Member. Any Member that enters into a settlement agreement with respect to any Company item (legal counsel as described in Code Section 6231(a)(3)) shall notify the other Members of such settlement agreement and its terms within 90 Days from the date of the settlement. (d) No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee consents to the requested adjustmentnature and scope of its responsibilities and authority as Tax Matters Member, and any act or omission of the Tax Matters Member in good faith pursuant to such advice shall file the request for the administrative adjustment on behalf of the Members. If such consent is not obtained within 30 Days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6228 or other Code Section with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where in no event subject the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time liability to allow the other Members to participate in the choosing of the forum in which such petition will be filedDFP or either Member. (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

Tax Matters Member. (a) Eastern shall be AcquisitionCo is hereby designated as the "initial tax matters partner" of partner for the Company pursuant to within the meaning of Code Section 6231(a)(7) of the Code (the "“Tax Matters Member"”). At the request of each other ; provided, however, (i) in exercising its authority as Tax Matters Member, the Tax Matters Member shall take such action as may be necessary to cause, limited by the provisions of this Agreement affecting tax aspects of the Company; (ii) the Management Committee shall direct the Tax Matters Member regarding the filing of a Code Section 6227(b) administrative adjustment request with respect to the extent possibleCompany before filing such request, such other it being understood, however, that the provisions hereof will not be construed to limit the ability of any Member to become a "notice partner" within the meaning of file an administrative adjustment request on its own behalf pursuant to Code Section 6223 6227(a) of the Code. The ; (iii) the Management Committee shall direct the Tax Matters Member regarding the entrance into any settlement agreement with the Internal Revenue Service that purports to bind Members other than the Tax Matters Member, the extension of the statute of limitations with respect to the Company, the filing of a petition for judicial review of an administrative adjustment request under Code Section 6228, or a petition for judicial review of a final partnership administrative judgment under Code Section 6226 relating to the Company before filing such petition; (iv) the Tax Matters Member shall inform each other Member of all significant matters that may come give prompt notice to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth Business Day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacity. (b) The Tax Matters Member shall take no action without the authorization Management Committee of the Management Committeereceipt of any written notice that the Internal Revenue Service or any state or local taxing authority intends to examine the Company income tax returns for any year, other than such action as may be required by Law. Any cost or expense incurred the receipt of written notice of the beginning of an administrative proceeding at the Company level relating to the Company under Code Section 6223, the receipt of written notice of the final partnership administrative adjustment relating to the Company pursuant to Code Section 6223, and the receipt of any request from the Internal Revenue Service for waiver of any applicable statute of limitations with respect to the filing of any tax return by the Tax Matters Member in connection with its duties, including Company and (v) the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (c) The Tax Matters Member shall not enter into take any extension of action having tax consequences more adverse to any Members than to any other Member without the period of limitations for making assessments on behalf of the Members without first obtaining the prior consent of the Management Committee. The Tax Matters more adversely affected Member shall not bind any Member to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company item (as described in Code Section 6231(a)(3)) shall notify the other Members of such settlement agreement and its terms within 90 Days from the date of the settlement. (d) No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee consents to the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment on behalf of the Members. If such consent is not obtained within 30 Days from such notice, to be unreasonably withheld or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6228 or other Code Section with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be fileddelayed). (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

Tax Matters Member. (a) Eastern shall be the "tax matters partner" of the Company pursuant ▇. ▇▇▇▇▇▇▇ is hereby designated to Section 6231(a)(7) of the Code (act as the "Tax Matters Member")" under Code section 6231(a)(7) for the Fiscal Year ending December 31, 2004 and Inland shall be the Tax Matters Member for all other Fiscal Years. At To the request of each other Memberextent provided in Code Sections 6221 through 6231 and subject to the provisions hereof, the Tax Matters Member shall take such action represent the Company and the Members in their capacities as may be necessary to causeMembers before taxing authorities or courts of competent jurisdiction in tax matters affecting the Company or the Members in their capacities as Members, and, subject to the limitations set forth in this Agreement, shall file any tax returns and execute any agreements or other documents on behalf of the Company. To the extent possiblethe Company meets the criteria set forth in Section 6231(a)(l)(B)(i) of the Code, such other Member the Company shall not elect to become a "notice partner" within be subject to the meaning of unified partnership audit procedures under Section 6223 6231(a)(l)(B)(ii) of the Code. The Tax Matters Member shall inform each other cause the Accountant to report the Reorganization and the transactions contemplated in the Contribution Agreement and herein with respect to the admission of Inland and the Cash Payment (including the purchase by the Owner Entity of the interest of the Withdrawing Member therein) as set forth in Section 4.1.A hereof and only with the written approval of all significant matters that may come to its attention in its capacity as the Manager. The Tax Matters Member hereby covenants and agrees to allocate the basis step-up attributable to the Existing Property resulting from the Reorganization and admission, in the manner required by giving the Manager in its sole and absolute discretion. B. Subject to the limitations set forth in this Agreement, the Tax Matters Member is authorized to make any and all elections for federal, state, and local tax purposes, including, without limitation, any election, if permitted by applicable law: (i) to adjust the basis of Company Assets pursuant to Code sections 754, 734(b), and 743(b), or comparable provisions of state or local income tax law, in connection with Transfers of LLC Interests and Company distributions; (ii) to treat the Company as a partnership for income tax purposes (or the functional equivalent thereof under applicable state and/or local income tax law) and (iii) to treat the Owner Entity as a disregarded entity for all tax purposes. Notwithstanding the foregoing, the Company shall not make an election under Section 754 of the Code prior to the Closing under Section 9.5 hereof without the prior written consent of Cordish; provided, however, and for the avoidance of doubt, that the Manager shall be permitted, in its sole and absolute discretion, to cause the Company to make a Section 754 election effective for the year in which the Closing under Section 9.5 occurs. -44- C. To the extent that such matters would have a material adverse effect on any Member, the Tax Matters Member shall obtain the consent of the other Members before it can (i) extend the statute of limitations for assessment of tax deficiencies against the Members with respect to adjustments to the Company's federal, state, or local income tax returns, or (ii) execute any settlement agreement that binds the Members or otherwise affects the rights of the Company and the Members. D. Prior to the taking of any action and/or the making of any election by the Tax Matters Member (including all such actions and/or elections specifically referred to in this Agreement) which has a material adverse effect on the other Member, the Tax Matters Member shall provide prompt written notice thereof on or before of such intended action and/or election to the fifth Business Day after becoming aware thereof and, within that time, shall forward to each other Member. If the other Member copies sends the Tax Matters Member a written objection within thirty (30) business days of all significant receiving the notice (or such shorter time as may be required to take such action or to make such election), the Tax Matters Member and the other Member shall confer about the intended action or election, as applicable. If agreement cannot be reached within sixty (60) business days after the receipt by the Tax Matters Member of the other Member's written communications it objection (or such shorter time as may receive in that capacity. (b) The be required to take such action or to make such election), the Tax Matters Member shall take no the action without or make the authorization election, as applicable as originally proposed unless the other Member provides an opinion from the other Member's regular outside legal tax counsel, or, at the option of the Management Committeeother Member, another nationally recognized law firm that is reasonably acceptable to the Tax Matters Member, in either case at the other Member's sole expense, that the action or election, as applicable as proposed would more likely than not have an adverse tax consequence to the other Member. In making such action as may determination, the other Member's counsel (or such other law firm selected by it in accordance with the foregoing) shall be required by Lawinstructed to give effect to the provisions of Articles III and IV hereof. Any cost or expense incurred by dispute regarding any action to be taken under this Section 7.5.D shall be submitted to arbitration in accordance with the provisions of Section 7.5.F hereof. E. Within five business days of its receipt, the Tax Matters Member in connection shall give written notice to the other Member of the receipt of any written notice relating to a controversy or related proceeding which has a material adverse effect on the other Member with its dutiesthe Internal Revenue Service or any state or local taxing authority, including including, without limitation, (A) written notice that the preparation Internal Revenue Service or any state or local taxing authority intends to examine the Company's income tax returns for any year; (B) written notice of commencement of an administrative proceeding at the Company level related to the Company under section 6223 of the Code; (C) written notice of any final Company administrative adjustment relating to the Company pursuant to a proceeding under section 6223 of the Code; (D) any request from the Internal Revenue Service or pursuance any comparable state or local taxing agency for waiver of administrative or judicial proceedings, shall be paid any applicable statute of limitations with respect to the filing of any tax return by the Company. ; (cE) The Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Management Committee. The Tax Matters Member shall not bind any Member to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company item (as described in Code Section 6231(a)(3)) shall notify the other Members of such settlement agreement and its terms within 90 Days information document requests from the date Internal Revenue Service or any other taxing authority, and (F) any Form 5701 or comparable state or local audit adjustment notices. Within ninety (90) days after receipt of the settlement. (d) No Member shall file notice of a request pursuant to Code Section 6227 for an final Company administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee consents to the requested adjustment, the Tax Matters Member shall notify each Member if it does not intend to file for judicial review with respect to such adjustment. F. The Tax Matters Member shall keep the request for other Member fully and promptly informed about the administrative adjustment status of any tax controversy or related proceeding involving the Company -45- which could have a material adverse effect on behalf the other member. If, as a result of a notice provided by the Tax Matters Member under Section 7.5.E or otherwise, the other Member believes, based upon the nature of the Members. If such consent is not obtained within 30 Days from such noticegovernment inquiry, or within that the period required to timely file government could be considering an adjustment that would have an adverse effect upon the request for administrative adjustment, if shorter, any other Member, including then other Member shall have the right to hire and retain counsel of its choice, reasonably acceptable to the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6228 or other Code Section with respect to any item involving represent the Company in connection with such issue, shall notify have the other Members right to control the contest of such intention issue, and shall participate in such contest to the nature of the contemplated proceeding. In the case where maximum extent allowable by law, but shall keep the Tax Matters Member fully informed. If the Tax Matters Member does not agree that the government could be considering an adjustment that would have an adverse effect upon the other Member, then this dispute shall be promptly submitted to a senior tax partner at a nationally recognized law firm (other than the other Member's regular outside tax counsel) selected by the other Member and reasonably acceptable to the Tax Matters Member (the "ARBITRATOR"). The Arbitrator so selected shall be instructed to give effect to the provisions of this Agreement in determining whether the adjustment could have an adverse effect on the other Member. The Arbitrator's determination shall be final and binding on the parties and if the determination is that the adjustment could have an adverse effect on the other Member, then the other Member intending shall have the rights set forth in this Section 7.5.F. All information provided to file such petition the Arbitrator by the Company or either Member shall be kept strictly confidential by the Arbitrator. G. All expenses incurred by Cordish as the Tax Matters Member (or incurred by the Company as a result of actions taken on behalf of the Company by Cordish as the Tax Matters Member) for the 2004 taxable year (including, but not limited to, the costs and expenses incurred by the Company and/or Cordish for the preparation of the 2004 tax returns of the Company and the Owner Entity and the expenses of counsel retained by either Member to represent the Company under section 7.5.F in connection with any tax controversy or related proceeding of the Company) shall be borne solely by Cordish; PROVIDED, HOWEVER, that if Cordish does not otherwise make such payments in a timely fashion, such notice payments shall be given within a reasonable period paid from the Operations Reserve. All expenses incurred by Inland as the Tax Matters Member (including the expenses of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed. (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's intended treatment of an item is (or may be) inconsistent with the treatment of that item counsel retained by the other MembersMember to represent the Company under section 7.5.F) in connection with any tax controversy or related proceeding of the Company will be borne equally by Inland and Cordish; PROVIDED, HOWEVER, that if Cordish does not otherwise make its portion of such payments in a timely fashion, such portion of such payments shall be paid from the Operations Reserve. Nothing herein shall be construed to restrict Inland, during the periods that Inland is the Tax Matters Member, from engaging an accounting or law firm to assist the Tax Matters Member in discharging its duties hereunder, so long as the compensation paid by the Company for such services is customary.

Tax Matters Member. (a) Eastern The Manager shall be the "“tax matters partner" ” and “partnership representative” of the Company pursuant to Section 6231(a)(7) of for federal income tax purposes (collectively, the Code (the "“Tax Matters Member"”). At the request of each other Member, the Tax Matters Member shall take such action as may be necessary to cause, to the extent possible, such other Member to become a "notice partner" within the meaning of Section 6223 of the Code. The Tax Matters Member shall inform each other Member of all significant matters that may come to receive no compensation for its attention in its capacity as services. All third-party costs and expenses incurred by the Tax Matters Member in performing its duties as such (including legal and accounting fees and expenses) shall be borne by giving the Company. Nothing herein shall be construed to restrict the Company from engaging an accounting firm or other qualified tax advisor to assist the Tax Matters Member in discharging its duties hereunder. Prompt notice thereof on or before the fifth Business Day after becoming aware thereof and, within that time, shall forward be given to each of the Members upon the receipt of advice that the Internal Revenue Service or other taxing authority intends to examine any income tax return or records or books of the Company and/or initiate any litigation or administrative proceedings relating thereto. At the request of any Member, the Manager agrees to inform such Member copies regarding the preparation and filing of all significant written communications it may receive in any returns and with respect to any subsequent audit or litigation relating to such returns including, without limitation, keeping such Member informed as to the status of any such audit and/or litigation or administrative proceedings and any settlement negotiations relating thereto; provided, however, that capacitythe Manager shall have the exclusive power to determine whether to file, and the content of, such returns. (b) The Tax Matters Member is authorized, but not required: (i) to enter into any settlement with the Internal Revenue Service with respect to any administrative or judicial proceedings for the adjustment of Company items required to be taken into account by the Company or a Member for income tax purposes (such administrative proceedings being referred to as a “tax audit” and such judicial proceedings being referred to as “judicial review”), and in the settlement agreement the Tax Matters Member may expressly state that such agreement shall take no action without bind all Members, except that such settlement agreement shall not bind any Member (A) who (within the authorization time prescribed pursuant to the Code and Regulations) files a statement with the Internal Revenue Service providing that the Tax Matters Member shall not have the authority to enter into a settlement agreement on behalf of such Member (as the case may be) or (B) who is a “notice partner” (as defined in Code Section 6231) or a member of a “notice group” (as defined in Code Section 6223(b)(2)) in each case to the extent permitted by law; (ii) in the event that a notice of a final administrative adjustment at the Company level of any item required to be taken into account by the Company or a Member for tax purposes (a “final adjustment”) is mailed to the Tax Matters Member, to seek judicial review of such final adjustment, including the filing of a petition for readjustment with the United States Tax Court or the United States Claims Court, or the filing of a complaint for refund with the District Court of the Management CommitteeUnited States for the district in which the Company’s principal place of business is located; (iii) to intervene in any action brought by any other Member for judicial review of a final adjustment; (iv) to file a request for an administrative adjustment with the Internal Revenue Service at any time and, if any part of such request is not allowed by the Internal Revenue Service, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (v) to enter into an agreement with the Internal Revenue Service to extend the period for assessing any tax that is attributable to any item required to be taken into account by the Company or a Member for tax purposes, or an item affected by such item; and (vi) to take any other than such action as may be required on behalf of the Company or the Members or any of them in connection with any tax audit or judicial review proceeding to the extent permitted by Lawapplicable law or regulations. Any cost or The taking of any action and the incurring of any expense incurred by the Tax Matters Member in connection with its dutiesany such proceeding, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (c) The Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Management Committee. The Tax Matters Member shall not bind any Member to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company item (as described in Code Section 6231(a)(3)) shall notify the other Members of such settlement agreement and its terms within 90 Days from the date of the settlement. (d) No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee consents except to the requested adjustmentextent required by law, is a matter in the sole and absolute discretion of the Tax Matters Member shall file and the request for the administrative adjustment on behalf provisions relating to indemnification of the Members. If such consent is not obtained within 30 Days from such notice, or within the period required Manager set forth in Section 7.7 hereof shall be fully applicable to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6228 or other Code Section with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filedits capacity as such. (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

Tax Matters Member. (a) Eastern shall be the "The tax matters partner" partner of the Company pursuant to Code Section 6231(a)(7) of shall be such Member designated from time to time by Manager subject to replacement by the Code Manager. (Any Member who is designated as the tax matters partner is referred to herein as the "Tax Matters Member"). At the request of each other Member, the The Tax Matters Member shall take such action as may be necessary to cause, cause to the extent possible, such possible each other Member to become a "notice partner" partner within the meaning of Code Section 6223 of the Code6231(a)(8). The Tax Matters Member shall inform each other Member of all significant matters that may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth Business Day day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacityreceive. (b) The Tax Matters Member shall take no action without the authorization of the Management CommitteeManager, other than such action as may be required by Law. Any cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (c) The Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Management CommitteeManager. The Tax Matters Member shall not bind any Member to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company partnership item (as described in within the meaning of Code Section 6231(a)(3)) shall notify the other Members of such settlement agreement and its terms within 90 Days days from the date of the settlement. (d) No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of Company partnership items for any taxable year without first notifying the other Members. If the Management Committee Manager consents to the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment on behalf of the Members. If such consent is not obtained within 30 Days days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6228 or other Code Section with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed. (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's ’s intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

Tax Matters Member. (a) Eastern If the Company is not treated as a "partnership" within the meaning of Section 6231(a)(1)(A) of the Code by reason of Section 6231(a)(1)(B)(i) of the Code, the Members shall cause the Company to make and keep in effect an election under Section 6231(a)(1)(B)(ii) of the Code, which election shall be effective beginning with the first taxable year of the Company, to have the provisions of Sections 6221 through 6234 of the Code apply to the Company and its Members. The Managing Member shall serve as the "tax matters partner" of the Company pursuant to within the meaning of Section 6231(a)(7) of the Code (such Member, acting in such capacity, the "Tax Matters Member"). At The Tax Matters Member shall not take any action that may be taken by a "tax matters partner" under Sections 6221 through 6234 of the request Code unless (i) it has first given the other Members written notice of the contemplated action at least ten Business Days prior to the applicable due date of such action and (ii) it has received the written consent of the Members to such contemplated action. The Tax Matters Member shall not bind any Member to a settlement agreement without first obtaining the written consent of such Member. The Tax Matters Member shall file or cause to be filed the Company's income tax returns on a timely basis. The Tax Matters Member shall, within ten days after the receipt of any notice from the Internal Revenue Service in any administrative proceeding at the Company level relating to the determination of any Company item of income, gain, loss, deduction or credit, mail a copy of such notice to each other Member, the . The Tax Matters Member shall take such action as may be necessary to cause, to the extent possible, such cause each other Member to become a "notice partner" within the meaning of Section 6223 6231(a)(8) of the Code. The Tax Matters Member shall inform each other Member of all significant matters that may come to its attention promptly (and in its capacity as Tax Matters Member by giving notice thereof on or before the fifth Business Day after becoming aware thereof and, any event within that time, shall ten days) forward to each other Member copies of all significant written communications it may receive in that such capacity. (b) The Tax Matters Member shall take no action without the authorization of the Management Committee, other than such action as may be required by Law. Any cost or expense incurred indemnified by the Company with respect to any action taken by it in its capacity as Tax Matters Member in connection with its dutiesby applying, including mutatis mutandis, the preparation for or pursuance provisions of administrative or judicial proceedings, shall be paid by the Company. (c) The Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Management CommitteeSection 8.5. The Tax Matters Member shall not bind any Member to charge the Company a settlement agreement without obtaining fee for its services except as permitted under Section 8.2, but the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company item (as described in Code Section 6231(a)(3)) shall notify the other Members of such settlement agreement and its terms within 90 Days from the date of the settlement. (d) No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee consents to the requested adjustment, reimburse the Tax Matters Member shall file the request for the administrative adjustment on behalf of the Members. If such consent is not obtained within 30 Days from such noticeits reasonable, or within the period required documented out-of-pocket expenses related to timely file the request for administrative adjustment, if shorter, any Member, including the its duties as Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6228 or other Code Section with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed. (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

Tax Matters Member. (a) Eastern With respect to tax years beginning on or before December 31, 2017, CH4 Energy IV, LLC, a Delaware limited liability company, shall be designated the "tax matters partner" member under Section 6231 of the Internal Revenue Code (in such capacity, the “Tax Matters Member”). The Tax Matters Member may be removed and replaced by action of a Majority Interest of the Members. The Tax Matters Member is authorized to take such actions and to execute and file all statements and forms on behalf of the Company pursuant to Section 6231(a)(7) which may be permitted or required by the applicable provisions of the Internal Revenue Code (the "Tax Matters Member")or Treasury Regulations issued thereunder. At the request of each other Member, the The Tax Matters Member shall have full and exclusive power and authority on behalf of the Company to represent the Company (at the Company’s expense) in connection with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings, and to expend Company funds for professional services and costs associated therewith. The Tax Matters Member shall keep the Members informed as to the status of any audit of the Company’s tax affairs, and shall take such action as may be necessary to cause, to the extent possible, such other cause any Member so requesting to become a "“notice partner" ” within the meaning of Section 6223 of the Internal Revenue Code. The Without first obtaining the approval of a Majority Interest of the Members, the Tax Matters Member shall inform each other Member of all significant matters that may come not, with respect to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth Business Day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacity. Company tax matters: (b) The Tax Matters Member shall take no action without the authorization of the Management Committee, other than such action as may be required by Law. Any cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (c) The Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Management Committee. The Tax Matters Member shall not bind any Member to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company item tax matter which purports to bind Members, (as described c) intervene in any action pursuant to Internal Revenue Code Section 6231(a)(36226(b)(5)) shall notify the other Members of such settlement agreement and its terms within 90 Days from the date of the settlement. , (d) No Member shall enter into an agreement extending the statute of limitations, or (e) file a request petition pursuant to Internal Revenue Code Section 6227 for an administrative adjustment of Company items for any taxable year without first notifying the other Members6226(a) or 6228. If an audit of any of the Management Committee consents to the requested adjustmentCompany’s tax returns shall occur, the Tax Matters Member shall file the request for the administrative adjustment on behalf not settle or otherwise compromise assertions of the Membersauditing agent which may be adverse to any Member as compared to the position taken on the Company’s tax returns without the prior written consent of each such affected Member. If such consent is not obtained within 30 Days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the The Tax Matters Member, with the approval of a Majority Interest of the Members, may file a request elect (at such time and in such form and manner as the Internal Revenue Service may prescribe) for administrative adjustment on its own behalf. Any Member intending the amendments to file a petition under Internal Revenue Code Sections 6226, 6228 or other Code 6221-6241 made by Section with respect 1101 of the Bipartisan Budget Act of 2015 (H.R. 1315) to apply to any item involving return of the Company shall notify the other Members of such intention filed for taxable years beginning after November 2, 2015 and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Companybefore January 1, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed2018. (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

Tax Matters Member. (a) Eastern Operating Company shall be the "tax matters partner" of have full power and authority to act for the Company pursuant to Section 6231(a)(7) of and the Code (the "Members as “Tax Matters Member",” under Code Section 6231(a)(7), with all the rights and responsibilities of that position described in Code Sections 6222-32 and to act in any similar capacity under applicable state or local law. At the request of each other Member, the The Tax Matters Member shall take such action as may be reasonably necessary to cause, to the extent possible, such other Member to become constitute Management Entity a "“notice partner" ” within the meaning of Code Section 6223 of the Code6231(a)(8) or any similar capacity under applicable state or local law. The Tax Matters Member shall inform each keep the other Member of all significant matters that may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth Business Day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacity. (b) The Tax Matters Member shall take no action without the authorization Members informed of the progress of any tax audits or examinations. If requested by Management CommitteeEntity, other than such action as may be required by Law. Any cost or expense incurred by the Tax Matters Member in connection with its duties, including will request that the preparation for or pursuance of administrative or judicial proceedings, Accountant allow Management Entity’s accountants to review the Accountant’s audit and tax work papers. In no event shall be paid by the Company. (c) The Tax Matters Member shall not enter into have any extension liability to Management Entity or any Affiliate of Management Entity on account of a refusal of any such request by the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Management CommitteeAccountant. The Tax Matters Member shall not bind any Member extend the statute of limitations with respect to a settlement agreement Company matters without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company item (as described in Code Section 6231(a)(3)) shall notify the other Members of such settlement agreement and its terms within 90 Days from the date of the settlement. (d) No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee consents to the requested adjustmentIn addition, the Tax Matters Member shall file not, without the request for the administrative adjustment consent of Management Entity (not be unreasonably withheld, conditioned or delayed), (i) enter into any settlement agreement that is binding on behalf of the Members. If such consent is not obtained within 30 Days from such notice, Management Entity with respect to any Company items allocated to or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to affecting Management Entity or (ii) file a petition under Section 6226(a) or Section 6228(a) of the Code Sections 6226, 6228 or other Code Section with respect to any item involving the Company items allocated to or affecting Management Entity. The Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where reimburse the Tax Matters Member is for all unrelated third party costs and expenses, and any other costs and expenses, incurred by it in the Member intending to file such petition on behalf exercise of the Companyrights and/or the performance of the responsibilities referred to in this Section 7.5. The Company shall indemnify and hold harmless the Tax Matters Member from all unrelated third party claims, such notice shall be given within a liabilities, costs and expenses, including, without limitation, reasonable period of time to allow the other Members to participate attorney’s fees and court costs, incurred by it in the choosing exercise of the forum rights and/or the performance of the responsibilities referred to in which such petition will be filedthis Section 7.5. (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

Tax Matters Member. (a) Eastern shall be the "The tax matters partner" partner of the Company pursuant to Code Section 6231(a)(7) of shall be the Code Sponsor (referred to in this Section 10.9 as the "“Tax Matters Member"”). At The Tax Matters Member shall represent the request Company, at the Company’s expense, in connection with all examinations of each other Memberthe Company’s affairs by tax authorities, the including resulting administrative and judicial proceedings. (b) The Tax Matters Member shall take such action as may be necessary to cause, cause to the extent possible, such possible each other Member to become a "notice partner" partner within the meaning of Code Section 6223 of the Code6231(a)(8). The Tax Matters Member shall inform each other Member of all significant matters relating to any audits or claims that may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth Business Day thirtieth day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications relating to any audits or claims it may receive in that capacity. (b) The Tax Matters Member shall take no action without the authorization of the Management Committee, other than such action as may be required by Law. Any cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (c) The Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Management CommitteeBoard. The Tax Matters Member shall not bind any Member to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company item (as described in within the meaning of Code Section 6231(a)(3)) shall notify the other Members of such settlement agreement and its terms within 90 Days calendar days from the date of the settlement. (d) No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee Board consents to the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment on behalf of the MembersCompany. If such consent is not obtained within 30 Days calendar days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. . (e) Any Member intending to file a petition under Code Sections 6226, 6226 or 6228 or other Code Section with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed. (ef) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's ’s intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

Tax Matters Member. (a) Eastern shall be the "tax matters partner" of the Company pursuant to Section 6231(a)(7) of the Code (the "Tax Matters Member"). At the request of each other Member, TER is hereby designated the Tax Matters Member (the “TMM”) of the Company for purposes of Chapter 63 of the Code and the Treasury Regulations thereunder. The TMM shall take not make any tax election as TMM without the prior consent of the Board. (a) Each Member shall furnish the TMM with such action information as the TMM may be necessary reasonably request to cause, permit it to provide the Internal Revenue Service with sufficient information to allow proper notice to the extent possible, such other Member to become a "notice partner" within the meaning of parties in accordance with Section 6223 of the Code. The Tax Matters Member shall inform each other Member of all significant matters that may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth Business Day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacity. (b) The Tax Matters Member shall take no action without the authorization of the Management Committee, other than such action as may be required by Law. Any cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (c) The Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Management Committee. The Tax Matters Member shall not bind any Member to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company item (as described in Code Section 6231(a)(3)) shall notify the other Members of such settlement agreement and its terms within 90 Days from the date of the settlement. (d) No Member shall file file, pursuant to Section 6227 of the Code, a request pursuant to Code Section 6227 for an administrative adjustment of Company items for any Company taxable year without first notifying the other Members. If the Management Committee consents to other Members agree with the requested adjustment, the Tax Matters Member TMM shall file the request for the administrative adjustment on behalf of the MembersCompany. If such consent is the Members do not obtained reach agreement within 30 Days from such notice, thirty (30) days or within the period required to timely file the request for administrative adjustment, if such period is shorter, any Member, including the Tax Matters Member, Member may file a request for administrative adjustment on its own behalf. Any If, under Section 6227 of the Code, a request for administrative adjustment which is to be made by the TMM must be filed on behalf of the Company, the TMM shall also file such a request on behalf of the Company under the circumstances set forth in the preceding sentence. (c) If any Member intending intends to file a petition under Section 6226 or 6228 of the Code Sections 6226, 6228 or other Code Section with respect to any Company item or other tax matter involving the Company Company, the Member so intending shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such Such notice shall be given within in a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed. (e) . If the Members do not agree on the appropriate forum, the petition shall be filed with the United States Tax Court. If any Member intends to file seek review of any court decision rendered as a notice result of inconsistent treatment the proceeding instituted under Code the preceding part of this Section 6222(b10.3(c), such party shall notify the others of such intended action. (d) The TMM shall not bind the other Members to a settlement agreement without the approval of a majority in Interest of the Members. If any Member enters into a settlement agreement with the Secretary of the Treasury with respect to any Company items, as defined by Section 6231(a)(3) of the Code, it shall give reasonable notice under the circumstances to notify the other Members of such intent settlement agreement and its terms within thirty (30) days from the manner in which the Member's intended treatment date of an item is (or may be) inconsistent with the treatment of that item by the other Memberssettlement.

Tax Matters Member. (a) Eastern During the term of the Administrative Services Agreement, DPC shall be the "“tax matters partner" ” of the Company pursuant to Section 6231(a)(7623 l(a)(7) of the Code (the "“Tax Matters Member"”). At After the request expiration of each other Memberthat term, the Executive Committee may designate a different Tax Matters Member. The Tax Matters Member shall take such action as may be necessary to cause, cause to the extent possible, such possible the other Member Members to become a "“notice partner" partners” within the meaning of Section 6223 of the Code. The Tax Matters Member shall inform each the other Member Members of all significant matters that may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth Business Day after becoming aware thereof and, within that time, shall forward to each the other Member Members copies of all significant written communications it may receive in that capacity. (b) The Tax Matters Member shall take no action without the authorization of the Management Executive Committee, other than such action as may be required by Law. Any reasonable cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (c) The Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Management Executive Committee. The Tax Matters Member shall not bind any Member to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company item (as described in Code Section 6231(a)(3)) shall notify the other Members of such settlement agreement and its terms within 90 Days from the date of the settlement. (d) No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Executive Committee consents to the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment on behalf of the Members. If such consent is not obtained within 30 Days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6228 or other Code Section with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed. (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's ’s intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

Tax Matters Member. (a) Eastern All the Members hereby agree that the Managing Member shall be the "tax matters partner" of the Company pursuant to Section 6231(a)(7) of the Code (the "Tax Matters Member"). At " pursuant to the Code and in connection with any audit of the federal income tax returns of the Company. (a) The Tax Matters Member shall furnish to each Member notice and information with respect to the following: closing conference with an examining agent; proposed adjustments, rights of appeal, and requirements for filing a protest; time and place of any appeals conference; acceptance by the Internal Revenue Service of any settlement offer; consent to the extension of the period of limitation with respect to all Members; filing of a request for administrative adjustment on behalf of each the Company; filing by the Tax Matters Member or any other MemberMember of any petition for judicial review; filing of any appeal with respect to any judicial determination; and a final judicial redetermination. (b) If the Tax Matters Member shall determine to litigate any administrative determination relating to federal income tax matters, then the Tax Matters Member shall litigate such matter in such court as the Tax Matters Member shall decide in its sole discretion. (c) In discharging its duties and responsibilities, the Tax Matters Member shall take such action act as may be necessary to cause, a fiduciary (1) to the extent possible, such other Investor Member (to become a "notice partner" within the meaning of Section 6223 exclusion of the Code. other Member(s) insofar as tax matters related to the Tax Credits are concerned, and (2) to all of the Members in other respects. (d) The Members consent and agree that in connection with any audit of the Company, or if the Tax Matters Member shall inform each other Member of all significant matters that may come to its attention in its capacity as withdraws from the Company or the Tax Matters Member by giving notice thereof on or before becomes Bankrupt, then the fifth Business Day after becoming aware thereof andSpecial Member may become, within that timein its sole discretion, shall forward to each other Member copies of all significant written communications it may receive in that capacity. (b) The a special managing member, and become the Tax Matters Member. The Investor Member shall take will make no claim against the Company in respect of any action without the authorization of the Management Committee, other than such action as may be required by Law. Any cost or expense incurred omission by the Tax Matters Member in connection with its duties, including during such time as the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (c) The Tax Matters Special Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Management Committee. The Tax Matters Member shall not bind any Member to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company item (acts as described in Code Section 6231(a)(3)) shall notify the other Members of such settlement agreement and its terms within 90 Days from the date of the settlement. (d) No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee consents to the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment on behalf of the Members. If such consent is not obtained within 30 Days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6228 or other Code Section with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed. (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

Tax Matters Member. (a) Eastern The Management Committee shall be designate a Member to serve as the "“tax matters partner" ” of the Company pursuant to Section 6231(a)(7) of the Code (the "“Tax Matters Member"”). At the request of each other Member, the The Tax Matters Member shall take such action as may be necessary to cause, cause to the extent possible, such possible each other Member to become a "“notice partner" ” within the meaning of Section 6223 of the Code. The Tax Matters Member shall inform each other Member of all significant matters that may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth Business Day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacity. (b) The Tax Matters Member shall provide any Member, upon request, access to accounting and tax information and schedules as shall be necessary for the preparation by such Member of its income tax returns and such Member’s tax information reporting requirements. (c) The Tax Matters Member shall take no action without the authorization of the Management Committee, other than such action as may be required by Law. Any cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (cd) The Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Management Committee. The Tax Matters Member shall not bind any Member to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company item (as described in Code Section 6231(a)(3)) shall notify the other Members of such settlement agreement and its terms within 90 Days from the date of the settlement. (de) No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee consents to the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment on behalf of the Members. If such consent is not obtained within 30 Days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6228 or other Code Section with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed. (ef) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's ’s intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

Tax Matters Member. The Tax Matters Member (a) Eastern shall be referred to as the "tax matters partner" of the Company pursuant to in Section 6231(a)(7) of the Code (Code) initially shall be WSMI. The Tax Matters Member may at any time resign as the "Tax Matters Member, and the Tax Matters Member may be removed as the Tax Matters Member by Consent of Members. In the event that the Tax Matters Member resigns or is removed, a new Tax Matters Member shall be appointed with the Consent of Members. The Tax Matters Member shall represent the Company and the Members, at Company expense, in any administrative or judicial proceeding with the Internal Revenue Service. Any other Member may, at such Member's own expense, participate in such proceeding to the extent permitted by the Code. If an administrative proceeding results in the issuance of a "final partnership administrative adjustment" ("FPAA"), as that term is used in Sections 6223 et seq. At of the request of each other MemberCode, the Tax Matters Member shall take determine whether the Company shall seek judicial review of such action as may FPAA. If the Tax Matters Member determines that the Company shall not seek judicial review, such Member shall promptly notify each Member of this determination and each Member shall be necessary to causeentitled, at such Member's own expense, to the extent possible, pursue whatever rights such other Member to become a "notice partner" within the meaning of Section 6223 of may have under the Code. The Tax Matters Member shall inform each other Member of all significant matters that may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth Business Day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacity. (b) The Tax Matters Member shall take no action without the authorization of the Management Committee, other than such action as may be required by Law. Any cost or expense incurred amounts paid by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (c) The Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining Company in connection with any administrative or judicial proceeding shall be considered a loan to the consent of the Management CommitteeCompany, and not a contribution to capital. The Tax Matters Member shall not bind be liable to the Company or the other Members for any action such Member takes or fails to take in connection with any such judicial or administrative proceeding, including, without limitation, the agreement to or failure to agree to a settlement agreement without obtaining or the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company item (as described in Code Section 6231(a)(3)) shall notify the other Members of such settlement agreement and its terms within 90 Days from the date of the settlement. (d) No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee consents to the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment on behalf of the Members. If such consent is not obtained within 30 Days from such noticeextension of, or within failure to extend the period required relevant statutes of limitations, unless such action or failure constitutes willful misconduct or failure to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6228 or other Code Section with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate act in the choosing of the forum in which such petition will be filedgood faith. (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

Tax Matters Member. (a) Eastern shall be the "The tax matters partner" partner of the Company pursuant to Code Section 6231(a)(76231 (a)(7) of shall be a Member designated from time to time by the Code Board subject to replacement by the Board. (Any Member who is designated as the "tax matters partner is referred to herein as the “Tax Matters Member"”). At The initial Tax Matters Member will be ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ until such time as the request of each other Chief Financial Officer becomes a Member, at which time the Chief Financial Officer will be designated as the Tax Matters Member unless otherwise determined by the Board. The Tax Matters Member shall take such action as may be necessary to cause, cause to the extent possible, such possible each other Member to become a "notice partner" partner within the meaning of Code Section 6223 of the Code6231(a)(8). The Tax Matters Member shall inform each other Member of all significant matters that may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth Business Day day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacity. (b) The Tax Matters Member shall take no action without the authorization of the Management CommitteeBoard, other than such action as may be required by Law. Any cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (c) The Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Management CommitteeBoard. The Tax Matters Member shall not bind any Member to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company item (as described in within the meaning of Code Section 6231(a)(3)) shall notify the other Members of such settlement agreement and its terms within 90 Days days from the date of the settlement. (d) No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee Board consents to the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment on behalf of the Members. If such consent is not obtained within 30 Days days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6226 or 6228 or other Code Section with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed. (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's ’s intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

Tax Matters Member. (a) Eastern shall be KGH, or such other Member designated by the "Board from time to time, is specifically authorized to act as the “tax matters partner" ” under the Code and in any similar capacity under state or local law (the “Tax Matters Member”) and shall have the rights and responsibilities set forth in the Code for a “tax matters partner” and the rights and responsibilities set forth in this Agreement. Notwithstanding the foregoing, in exercising its authority as Tax Matters Member: (i) the Tax Matters Member shall give prompt notice to the Members of the receipt of any written notice that the Internal Revenue Service or any state or local taxing authority intends to examine Company income tax returns for any year, receipt of written notice of the beginning of an administrative or judicial proceedings at the Company level relating to federal income tax matters, receipt of written notice of the final Company administrative adjustment relating to the Company pursuant to Section 6231(a)(7) 6223 of the Code Code, and receipt of any request from the Internal Revenue Service for waiver of any applicable statute of limitations with respect to the filing of any tax return by the Company; (ii) during the "Tax Matters Member"). At pendency of any administrative or judicial proceeding at the request of each other MemberCompany or Subsidiary level relating to income tax matters, the Tax Matters Member shall take furnish to each Member reports concerning the status of such action proceeding at least once annually and more often as may be necessary to cause, keep each Member reasonably informed of the progress of such proceeding; (iii) unless the issue in dispute with the Internal Revenue Service or other taxing authority would not disproportionately impact Clairvest in relation to the extent possibleother Members, such other Member to become a "notice partner" within the meaning of Section 6223 of the Code. The Tax Matters Member shall inform each other Member of all significant matters that may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth Business Day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacity. (b) The Tax Matters Member shall take no action without the authorization of the Management Committee, other than such action as may be required by Law. Any cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (c) The Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of Clairvest (or any direct or indirect owner thereof) unless approved by Clairvest, (iv) unless the Members without first obtaining issue in dispute with the consent of Internal Revenue Service or other taxing authority would not disproportionately impact Clairvest in relation to the Management Committee. The other Members, the Tax Matters Member shall not bind Clairvest (or any Member direct or indirect owner thereof) to a any settlement agreement without obtaining in respect of any administrative or judicial proceeding at the consent of such Member. Any Member that enters into a settlement agreement with respect Company level relating to any Company item federal, state, or local income tax matters unless approved by Clairvest, and (as described in Code Section 6231(a)(3)v) shall notify the other Members of such settlement agreement and its terms within 90 Days from the date of the settlement. (d) No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee consents to the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment on behalf promptly notify each of the Members. If such consent is not obtained within 30 Days from such notice, Members if the Board (or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending ) does not intend to file a petition under Code Sections 6226, 6228 or other Code Section for judicial review with respect to any item involving the final Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending administrative adjustment relating to file such petition on behalf of the Company. Moreover, such notice nothing in this Section 6.3 shall be given within interpreted to permit the taking of any action (including settling any material legal action) that would otherwise constitute a reasonable period of time to allow Unanimous Action without the other Members to participate in the choosing of the forum in which such petition will be filedappropriate consent otherwise required by this Agreement. (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

Tax Matters Member. (a) Eastern ▇▇▇▇ Holdings, or such other Member selected by Members representing a Majority Interest, shall be act as the "tax matters partner" of the Company pursuant to Section 6231(a)(7) of the Code (the "Tax Matters Member"). At the request of each other Member, the The Tax Matters Member shall take such action as may be necessary to cause, cause to the extent possible, such other possible each Member to become a "notice partner" within the meaning of Section 6223 of the Code. The Tax Matters Member shall inform each other Member of all significant matters that may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth Business Day business day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacity. (b) The Tax Matters Member shall take no action without the authorization of the Management CommitteeBoard, other than such action as may be required by Lawapplicable law. Any cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (c) The Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Management CommitteeBoard. The Tax Matters Member shall not bind any Member to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company item (as described in Code Section 6231(a)(3)) of the Code) shall notify the other Members of such settlement agreement and its terms within 90 Days days from the date of the settlement. (d) No Member shall file a request pursuant to Code Section 6227 of the Code for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee Board consents to the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment on behalf of the Members. If such consent is not obtained within 30 Days days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, Member may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6228 or other Section of the Code Section with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed. (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

Tax Matters Member. (a) Eastern Until otherwise determined by the Management Committee, ▇▇▇▇▇▇ shall be the "“tax matters partner" ” of the Company pursuant to Code Section 6231(a)(7) of the Code (the "“Tax Matters Member"”). At the request of each other Member, the Tax Matters Member shall take such action as may be necessary to cause, to the extent possible, such other Member to become a "notice partner" within the meaning of Section 6223 of the Code. The Tax Matters Member shall inform each other Member comply with the responsibilities outlined in Sections 6221 through 6233 of all significant matters that may come to its attention in its capacity as the Code (including any Treasury Regulations promulgated thereunder). (a) The Tax Matters Member by giving notice thereof on shall keep each other Members informed as to the status of any audit or before administrative or judicial proceeding relating to the fifth Business Day after becoming aware thereof andCompany, within that timeincluding, without limitation, any dispute with the Internal Revenue Service or any state, local or foreign tax authority, and shall forward promptly deliver to each other Member copies of all significant any written communications it may receive or notices received by the Tax Matters Member in that capacityconnection with any such audit, dispute, or administrative or judicial proceeding. (b) The Tax Matters Member shall take no action without not submit any written communications to the authorization Internal Revenue Service or other taxing authority or to any administrative body or governmental or judicial authority on behalf of the Management CommitteeCompany or the Subs without first providing such communications to the Members for review and comment. The Tax Matters Member shall give advance notice to the Members of any hearings or proceedings relating to the Company and shall permit the Members to participate in any such hearings or proceedings. Except as otherwise required by law, the Tax Matters Member shall obtain the written consent of the Members prior to entering into any settlement, making any filings (other than such action as may be required by Lawtax returns) with or entering into any agreements with the Internal Revenue service or any state, local or foreign tax authority on behalf of the Company or the Subs, or making any filings with any court on behalf of the Company or the Subs. Any cost third party fees or expense other expenses reasonably incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (c) The Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members is authorized to amend this Agreement, without first obtaining the consent of any other Member, to comply with any safe harbor finalized by the Management CommitteeU.S. Department of the Treasury or the Internal Revenue Service relating to the tax treatment of a transfer of an interest in the Company for services. The Tax Matters Member For example, this Section 7.03(c) shall not bind apply to any Member safe harbor finalized by Internal Revenue Service notice or Treasury Regulations as successor to a settlement agreement without obtaining the consent proposed safe harbor described in Internal Revenue Service Notice 2005-43. In the event any such safe harbor is finalized and elected by the Company, all Members agree to comply with all the requirements of such Member. Any Member safe harbor and any such amendments to this Agreement that enters into a settlement agreement with respect to any Company item (as described in Code Section 6231(a)(3)) shall notify the other Members of such settlement agreement and its terms within 90 Days from the date of the settlement. (d) No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee consents to the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment on behalf of the Members. If such consent is not obtained within 30 Days from such notice, or within the period required effects pursuant to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6228 or other Code this Section with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed7.03(c). (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

Tax Matters Member. (a) Eastern HMS shall be the "“tax matters partner" ” of the Company pursuant to within the meaning of Section 6231(a)(7) of the Code (and the "Tax Matters Member"). At “partnership representative” of the request of each other Member, the Tax Matters Member shall take such action as may be necessary to cause, Company for any tax period subject to the extent possible, such other Member to become a "notice partner" within the meaning provisions of Section 6223 of the Code, as amended by the Bipartisan Budget Act of 2015 (in such capacity, the “Tax Matters Member”). The provisions of Section 6.12 shall apply to all actions taken on behalf of the Members by the Tax Matters Member in its capacity as such. The Tax Matters Member shall inform have the right and obligation to take all actions authorized and required, respectively, by the Code for the tax matters partner of the Company, and each other Member shall not independently act with respect to tax audits or tax litigation of all significant matters that the Company, unless previously authorized to do so in writing by the Tax Matters Member, which authorization may come to its attention be withheld by the Tax Matters Member in its capacity sole and absolute discretion. The Tax Matters Member shall have the right to retain professional assistance in respect of any audit of the Company and all reasonable, documented out-of-pocket expenses and fees incurred by the Tax Matters Member on behalf of the Company as Tax Matters Member shall be reimbursed by giving the Company. For the avoidance of doubt, the Tax Matters Member may retain an Affiliate of a Member to provide such professional assistance and such fees may be reimbursed by the Company upon Prior Member Approval. In the event the Tax Matters Member receives notice thereof of a final Company adjustment under Section 6223(a) of the Code, it shall either (i) file a court petition for judicial review of such final adjustment within the period provided under Section 6226(a) of the Code, a copy of which petition shall be mailed to all Members on the date such petition is filed, or before (ii) mail a written notice to all Members within such period that describes its reasons for determining not to file such a petition. Each Member shall be a “notice partner” within the fifth Business Day after becoming aware thereof andmeaning of Section 6231(a) (8) of the Code. For the avoidance of doubt, within that time, the Tax Matter Member shall forward not take any action requiring Prior Board Approval prior to each other Member copies of all significant written communications it may receive in that capacitysuch Prior Board Approval being obtained. (b) The Each other Member agrees to furnish the Tax Matters Member shall take no action without the authorization of the Management Committee, other than such action information as may be required by Law. Any cost or expense incurred for the Company to comply with any tax accounting, withholding and reporting obligation, including (but not limited to) any obligation to make mandatory basis adjustments to Company property pursuant to Section 754 of the Code. (c) Each other Member agrees that any action taken by the Tax Matters Member in connection with its duties, including audits by federal or state taxing authorities of the preparation for or pursuance of administrative or judicial proceedings, Company shall be paid by the Company. (c) The Tax Matters binding upon such Member and each such Member further agrees that such Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Management Committee. The Tax Matters Member shall not bind any Member notice to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company item (as described in Code Section 6231(a)(3)) shall notify the other Members of such settlement agreement and its terms within 90 Days from the date of the settlement. (d) No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee consents to the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment treat any Company item inconsistently on behalf of the Members. If such consent is not obtained within 30 Days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6228 or other Code Section with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed. (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's intended treatment of an item is (or may be) inconsistent ’s income tax return with the treatment of that the item by on the other MembersCompany’s return.

Tax Matters Member. (aThe Company shall not elect, pursuant to ss. 6231(a)(1)(B)(ii) Eastern shall be the "tax matters partner" of the Company pursuant Code, to have Section 6231(a)(76231(a)(1)(B)(i) of the Code (apply to the Company until otherwise determined by the Members. If the Members subsequently determine to elect to have this provision apply to the Company, then Cargill shall serve as the "Tax Matters Member"). At the request of each other Member, the Tax Matters Member shall take such action as may be necessary to cause, to the extent possible, such other Member to become a "notice partner" within the meaning of Section 6223 of the Company under the Code. [IF THERE IS GOING TO BE A TAX MATTERS PARTNER, CARGILL WOULD LIKE TO BE THE TAX MATTERS PARTNER; HOWEVER, SINCE BOTH PARTNERS ARE C-CORPORATIONS, AND THERE ARE LESS THAN TEN PARTNERS, WE DO NOT NEED TO ELECT INTO THIS PROVISION. IN OTHER WORDS, WE DO NOT NEED TO SELECT A TAX MATTERS PARTNER PURSUANT TO CODE SEC. 6031(a).]. The Tax Matters Member shall inform each other Member of be entitled to reimbursement for any and all significant matters that may come reasonable expenses incurred with respect to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth Business Day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacity. (b) The Tax Matters Member shall take no action without the authorization of the Management Committee, other than such action as may be required by Law. Any cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of any administrative or and/or judicial proceedings, shall be paid by proceedings affecting the Company. (c) The Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Management Committee. The Tax Matters Member shall not bind any incur no liability to the other Member(s) to the extent it acts in good faith in connection with its role as Tax Matters Member or otherwise in connection with the Tax Matters Member's activities in representing the Company with respect to a settlement agreement without obtaining tax matters, and the consent other Member agrees to cooperate with the Tax Matters Member's efforts to comply with the applicable provisions of such Memberthe Code and the Treasury Regulations thereunder. Any The Company (and to the extent the Company resources are insufficient therefore, the other Member(s)) agrees to indemnify the Tax Matters Member that enters into a settlement agreement with respect to any Company item (as described in Code Section 6231(a)(3)) shall notify the other Members of such settlement agreement and its terms within 90 Days from the date of the settlement. (d) No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee consents to the requested adjustment, liabilities or costs the Tax Matters Member shall file the request for the administrative adjustment on behalf of the Members. If such consent is not obtained within 30 Days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on incur in connection with its own behalf. Any Member intending to file a petition under Code Sections 6226, 6228 or other Code Section with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the activity as Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate except in the choosing case of fraud or willful misconduct of the forum in which such petition will be filed. Tax Matter Member. The Tax Matters Member may resign upon thirty (e30) If any Member intends to file a days notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other MembersMember(s).

Tax Matters Member. (a) Eastern NRG shall be the "tax matters partner" of the Company pursuant to Section 6231(a)(7) of the Code (the "Tax Matters Member"). At the request of each other Member, the Tax Matters Member shall take such action as may be necessary to cause, to the extent possible, such other Member to become a "notice partner" within the meaning of Section 6223 of the Code. The Tax Matters Member shall inform each other Member of all significant matters that may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth Business Day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacity. (b) The Tax Matters Member shall take no action without the authorization of the Management Committee, other than such action as may be required by Law. Any cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (c) The Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Management Committee. The Tax Matters Member shall not bind any Member to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company item (as described in Code Section 6231(a)(3)) shall notify the other Members of such settlement agreement and its terms within 90 Days from the date of the settlement. (d) No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee consents to the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment on behalf of the Members. If such consent is not obtained within 30 Days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6228 or other Code Section with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed. (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

Tax Matters Member. (a) Eastern Subject to Section 9.4(c), Bravo is hereby appointed and shall be serve as the "tax matters partner" Member of the Company pursuant to Section 6231(a)(7) of the Code (the "Tax Matters Member")) within the meaning of IRC Section 6231(a)(7) for so long as it is not the subject of a bankruptcy event as defined in Section 9.2 and otherwise is entitled to act as the Tax Matters Member. At The Tax Matters Member may file a designation of itself as such with the request Internal Revenue Service. The Tax Matters Member shall (i) furnish to each Member affected by an audit of the Company income tax returns a copy of each notice or other Membercommunication received from the IRS or applicable state authority, (ii) keep such Member informed of any administrative or judicial proceeding, as required by Section 6223(g) of the Code, and (iii) allow such Member an opportunity to participate in all such administrative and judicial proceedings. The Tax Matters Member shall take such action as may be reasonably necessary to cause, to constitute the extent possible, such other Member to become a "notice partner" within the meaning of Section 6223 6231(a)(8) of the Code. The ; provided that the other Member provides the Tax Matters Member shall inform each other Member of all significant matters with the information that may come is necessary to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth Business Day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacitytake such action. (b) The Company shall not be obligated to pay any fees or other compensation to the Tax Matters Member in its capacity as such. However, the Company shall take no action without reimburse the authorization of the Management Committee, expenses (including reasonable attorneys' and other than such action as may be required by Law. Any cost or expense professional fees) incurred by the Tax Matters Member in such capacity. Each Member who elects to participate in Company administrative tax proceedings shall be responsible for its own expenses incurred in connection with its dutiessuch participation. In addition, including the preparation for cost of any adjustments to a Member and the cost of any resulting audits or pursuance adjustments of administrative or judicial proceedings, a Member's tax return shall be paid borne solely by the Companyaffected Member. (c) The Company shall indemnify and hold harmless the Tax Matters Member shall from and against any loss, liability, damage, cost or expense (including reasonable attorneys' fees) sustained or incurred as a result of any act or decision concerning Company tax matters and within the scope of such Member's responsibilities as Tax Matters Member, so long as such act or decision was not enter into any extension the result of gross negligence, fraud, bad faith or willful misconduct by the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Management CommitteeTax Matters Member. The Tax Matters Member shall not bind any Member be entitled to a settlement agreement without obtaining rely on the consent advice of such Member. Any Member that enters into a settlement agreement with respect to any Company item (legal counsel as described in Code Section 6231(a)(3)) shall notify the other Members of such settlement agreement and its terms within 90 Days from the date of the settlement. (d) No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee consents to the requested adjustmentnature and scope of its responsibilities and authority as Tax Matters Member, and any act or omission of the Tax Matters Member pursuant to such advice shall file the request for the administrative adjustment on behalf of the Members. If such consent is not obtained within 30 Days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6228 or other Code Section with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where in no event subject the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed. (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances liability to the other Members of such intent and the manner in which the Company or any Member's intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

Tax Matters Member. (a) Eastern shall be the "tax matters partner" of the Company pursuant ▇. ▇▇▇▇▇▇▇ is hereby designated to Section 6231(a)(7) of the Code (act as the "Tax Matters Member")" under Code section 6231(a)(7) for the Fiscal Year ending December 31, 2004 and Inland shall be the Tax Matters Member for all other Fiscal Years. At To the request of each other Memberextent provided in Code Sections 6221 through 6231 and subject to the provisions hereof, the Tax Matters Member shall take such action represent the Company and the Members in their capacities as may be necessary to causeMembers before taxing authorities or courts of competent jurisdiction in tax matters affecting the Company or the Members in their capacities as Members, and, subject to the limitations set forth in this Agreement, shall file any tax returns and execute any agreements or other documents on behalf of the Company. To the extent possiblethe Company meets the criteria set forth in Section 6231(a)(1)(B)(i) of the Code, such other Member the Company shall not elect to become a "notice partner" within be subject to the meaning of unified partnership audit procedures under Section 6223 6231(a)(1)(B)(ii) of the Code. The Tax Matters Member shall inform each other cause the Accountant to report the Reorganization and the transactions contemplated in the Contribution Agreement and herein with respect to the admission of Inland and the Cash Payment (including the purchase by the Owner Entity of the interest of the Withdrawing Member therein) as set forth in Section 4.1.A hereof and only with - 43 - the written approval of all significant matters that may come to its attention in its capacity as the Manager. The Tax Matters Member hereby covenants and agrees to allocate the basis step-up attributable to the Existing Property resulting from the Reorganization and admission, in the manner required by giving the Manager in its sole and absolute discretion. B. Subject to the limitations set forth in this Agreement, the Tax Matters Member is authorized to make any and all elections for federal, state, and local tax purposes, including, without limitation, any election, if permitted by applicable law: (i) to adjust the basis of Company Assets pursuant to Code sections 754, 734(b), and 743(b), or comparable provisions of state or local income tax law, in connection with Transfers of LLC Interests and Company distributions; (ii) to treat the Company as a partnership for income tax purposes (or the functional equivalent thereof under applicable state and/or local income tax law) and (iii) to treat the Owner Entity as a disregarded entity for all tax purposes. Notwithstanding the foregoing, the Company shall not make an election under Section 754 of the Code prior to the Closing under Section 9.5 hereof without the prior written consent of Cordish, provided, however, and for the avoidance of doubt, that the Manager shall be permitted, in its sole and absolute discretion, to cause the Company to make a Section 754 election effective for the year in which the Closing under Section 9.5 occurs. C. To the extent that such matters would have a material adverse effect on any Member, the Tax Matters Member shall obtain the consent of the other Members before it can (i) extend the statute of limitations for assessment of tax deficiencies against the Members with respect to adjustments to the Company's federal, state, or local income tax returns, or (ii) execute any settlement agreement that binds the Members or otherwise affects the rights of the Company and the Members. D. Prior to the taking of any action and/or the making of any election by the Tax Matters Member (including all such actions and/or elections specifically referred to in this Agreement) which has a material adverse effect on the other Member, the Tax Matters Member shall provide prompt written notice thereof on or before of such intended action and/or election to the fifth Business Day after becoming aware thereof and, within that time, shall forward to each other Member. If the other Member copies sends the Tax Matters Member a written objection within thirty (30) business days of all significant receiving the notice (or such shorter time as may be required to take such action or to make such election), the Tax Matters Member and the other Member shall confer about the intended action or election, as applicable. If agreement cannot be reached within sixty (60) business days after the receipt by the Tax Matters Member of the other Member's written communications it objection (or such shorter time as may receive in that capacity. (b) The be required to take such action or to make such election), the Tax Matters Member shall take no the action without or make the authorization election, as applicable as originally proposed unless the other Member provides an opinion from the other Member's regular outside legal tax counsel, or, at the option of the Management Committeeother Member, another nationally recognized law firm that is reasonably acceptable to the Tax Matters Member, in either case at the other Member's sole expense, that the action or election, as applicable as proposed would more likely than not have an adverse tax consequence to the other Member. In making such action as may determination, the other Member's counsel (or such other law firm selected by it in accordance with the foregoing) shall be required by Lawinstructed to give effect to the provisions of Articles III and IV hereof. Any cost or expense incurred by dispute regarding any action to be taken under this Section 7.5.D shall be submitted to arbitration in accordance with the provisions of Section 7.5.F hereof. - 44 - E. Within five business days of its receipt, the Tax Matters Member in connection shall give written notice to the other Member of the receipt of any written notice relating to a controversy or related proceeding which has a material adverse effect on the other Member with its dutiesthe Internal Revenue Service or any state or local taxing authority, including including, without limitation, (A) written notice that the preparation Internal Revenue Service or any state or local taxing authority intends to examine the Company's income tax returns for any year; (B) written notice of commencement of an administrative proceeding at the Company level related to the Company under section 6223 of the Code; (C) written notice of any final Company administrative adjustment relating to the Company pursuant to a proceeding under section 6223 of the Code; (D) any request from the Internal Revenue Service or pursuance any comparable state or local taxing agency for waiver of administrative or judicial proceedings, shall be paid any applicable statute of limitations with respect to the filing of any tax return by the Company. ; (cE) The Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Management Committee. The Tax Matters Member shall not bind any Member to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company item (as described in Code Section 6231(a)(3)) shall notify the other Members of such settlement agreement and its terms within 90 Days information document requests from the date Internal Revenue Service or any other taxing authority, and (F) any Form 5701 or comparable state or local audit adjustment notices. Within ninety (90) days after receipt of the settlement. (d) No Member shall file notice of a request pursuant to Code Section 6227 for an final Company administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee consents to the requested adjustment, the Tax Matters Member shall notify each Member if it does not intend to file for judicial review with respect to such adjustment. F. The Tax Matters Member shall keep the request for other Member fully and promptly informed about the administrative adjustment status of any tax controversy or related proceeding involving the Company which could have a material adverse effect on behalf the other member. If, as a result of a notice provided by the Tax Matters Member under Section 7.5.E or otherwise, the other Member believes, based upon the nature of the Members. If such consent is not obtained within 30 Days from such noticegovernment inquiry, or within that the period required to timely file government could be considering an adjustment that would have an adverse effect upon the request for administrative adjustment, if shorter, any other Member, including then other Member shall have the right to hire and retain counsel of its choice, reasonably acceptable to the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6228 or other Code Section with respect to any item involving represent the Company in connection with such issue, shall notify have the other Members right to control the contest of such intention issue, and shall participate in such contest to the nature of the contemplated proceeding. In the case where maximum extent allowable by law, but shall keep the Tax Matters Member fully informed. If the Tax Matters Member does not agree that the government could be considering an adjustment that would have an adverse effect upon the other Member, then this dispute shall be promptly submitted to a senior tax partner at a nationally recognized law firm (other than the other Member's regular outside tax counsel) selected by the other Member and reasonably acceptable to the Tax Matters Member (the "ARBITRATOR"). The Arbitrator so selected shall be instructed to give effect to the provisions of this Agreement in determining whether the adjustment could have an adverse effect on the other Member. The Arbitrator's determination shall be final and binding on the parties and if the determination is that the adjustment could have an adverse effect on the other Member, then the other Member intending shall have the rights set forth in this Section 7.5.F. All information provided to file such petition the Arbitrator by the Company or either Member shall be kept strictly confidential by the Arbitrator. G. All expenses incurred by Cordish as the Tax Matters Member (or incurred by the Company as a result of actions taken on behalf of the Company by Cordish as the Tax Matters Member) for the 2004 taxable year (including, but not limited to, the costs and expenses incurred by the Company and/or Cordish for the preparation of the 2004 tax returns of the Company and the Owner Entity and the expenses of counsel retained by either Member to represent the Company under section 7.5.F in connection with any tax controversy or related proceeding of the Company) shall be borne solely by Cordish; PROVIDED, HOWEVER, that if Cordish does not otherwise make such payments in a timely fashion, such notice payments shall be given within a reasonable period of time to allow paid from the other Members to participate in the choosing of the forum in which such petition will be filed. (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.- 45 -

Tax Matters Member. The Managing Member is hereby ------------------ designated the tax matters partner (a) Eastern shall be in this Section called the "tax matters partner" of the Company pursuant to TMP") as defined in Section 6231(a)(7) of ------------------ the Code with respect to operations conducted by the Members pursuant to this Agreement. The TMP shall comply with the requirements of Sections 6221 ------------- through 6232 of the Code and regulations promulgated thereunder, and the ---- Members further agree as follows: (A) The TMP shall have a continuing obligation to provide the "Tax Matters Member"). At the request of each other Member, the Tax Matters Member shall take such action Internal Revenue Service with sufficient information so that proper notice can be mailed to all Members as may be necessary to cause, to the extent possible, such other Member to become a "notice partner" within the meaning of provided in Section 6223 of the Code. The Tax Matters Member , and the ------------ Members shall inform each other Member have a continuing obligation to furnish the TMP with such information (including information specified in Section 6230(e) of all significant matters that the Code) --------------- as the TMP may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth Business Day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacityreasonably request for such purposes. (bB) The Tax Matters TMP shall keep each Member shall take no action without informed of all administrative and/or judicial proceedings for the authorization adjustment of partnership items (as defined in Section 6231(a)(3) of the Management CommitteeCode and regulations promulgated ------------------ thereunder) at the Company level. Without limiting the generality of the foregoing sentence, within 15 days of receiving any written or oral notice of the time and place of a meeting or other than proceeding from the Internal Revenue Service regarding a Company proceeding (and in any event, within a reasonable time prior to such action as may be required by Law. Any cost meeting or expense incurred by proceeding), the Tax Matters Member TMP shall furnish a copy of such written communication or notice, or inform the Members in connection with its duties, including writing of the preparation for or pursuance substance of administrative or judicial proceedings, shall be paid by the Companyany such oral communication. (cC) The Tax Matters Member shall not enter into If any extension administrative proceeding contemplated under Section ------- 6223 of the period of limitations for making assessments on behalf of Code has begun, the Members without first obtaining shall, upon request by the consent TMP, ---- notify the TMP of their treatment of any Company item on their federal income tax return which is or may be inconsistent with the Management Committee. The Tax Matters Member shall not bind any Member to a settlement agreement without obtaining treatment of that item on the consent of such Member. Company's return. (D) Any Member that who enters into a settlement agreement with the Internal Revenue Service with respect to any Company item (as described in Code Section 6231(a)(3)) items shall notify the other Members of such settlement agreement and its terms within 90 Days from 30 days after the date of the such settlement. (dE) No Member shall If the TMP elects not to file a request pursuant to Code Section 6227 for suit concerning an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee consents to the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment on behalf of the Members. If such consent is not obtained within 30 Days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any and another Member intending elects to file such a petition under Code Sections 6226suit, 6228 or such other Code Section with respect to any item involving the Company Member shall notify the other all Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum or forums in which such petition will suit shall be filed. (eF) If The TMP shall be authorized to extend the statute of limitations, file a request for administrative adjustment, file suit concerning any tax refund or deficiency relating to any Company administrative adjustment or enter into any settlement agreement relating to any Company item of income, gain, loss, deduction or credit for any Fiscal Year of the Company, provided that the TMP shall promptly send Notice to the Non-Managing Members upon taking any of the foregoing actions. (G) The obligations imposed on the TMP and the participation rights afforded the Non-Managing Members under this Section 13.02 and ------------- Sections 6221 through 6232 of the Code may not be restricted or limited in ------------- ---- any fashion by the TMP or any Member intends to file a notice or Members without the Consent of inconsistent treatment under Code Section 6222(b)all the Members. (H) The Company shall indemnify and reimburse the TMP for all expenses, such Member shall give reasonable notice under the circumstances including legal and accounting fees, claims, liabilities, losses and damages incurred in connection with any administrative or judicial proceeding with respect to the other tax liability of the Members or in connection with any audit of the Company's income tax returns, except to the extent such intent expenses, claims, liabilities, losses and damages are attributable to the manner in bad faith or wilful misconduct of the TMP. The payment of all such expenses to which the Member's intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Membersindemnification applies shall be made before any distributions pursuant to Section 6.

Tax Matters Member. (a) Eastern shall be the "tax matters partner" of the Company pursuant to Section 6231(a)(76231 (a)(7) of the Code (the "Tax Matters Member"). At the request of each other Member, the Tax Matters Member shall take such action as may be necessary to cause, to the extent possible, such other Member to become a "notice partner" within the meaning of Section 6223 of the Code. The Tax Matters Member shall inform each other Member of all significant matters that may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth Business Day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacity. (b) The Tax Matters Member shall take no action without the authorization of the Management Committee, other than such action as may be required by Law. Any cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (c) The Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Management Committee. The Tax Matters Member shall not bind any Member to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company item (as described in Code Section 6231(a)(3623 I(a)(3)) shall notify the other Members of such settlement agreement and its terms within 90 Days from the date of the settlement. (d) No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee consents to the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment on behalf of the Members. If such consent is not obtained within 30 Days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6228 or other Code Section with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed. (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

Tax Matters Member. (a) Eastern shall be AcquisitionCo is hereby designated as the "initial tax matters partner" of partner for the Company pursuant to within the meaning of Code Section 6231(a)(7) of the Code (the "“Tax Matters Member"”). At the request of each other ; provided, however, (i) in exercising its authority as Tax Matters Member, the Tax Matters Member shall take such action as may be necessary to cause, limited by the provisions of this Agreement affecting tax aspects of the Company; (ii) the Management Committee shall direct the Tax Matters Member regarding the filing of a Code Section 6227(b) administrative adjustment request with respect to the extent possibleCompany before filing such request, such other it being understood, however, that the provisions hereof will not be construed to limit the ability of any Member to become a "notice partner" within the meaning of file an administrative adjustment request on its own behalf pursuant to Code Section 6223 6227(a) of the Code. The ; (iii) the Management Committee shall direct the Tax Matters Member regarding the entrance into any settlement agreement with the Internal Revenue Service that purports to bind Members other than the Tax Matters Member, the extension of the statute of limitations with respect to the Company, the filing of a petition for judicial review of an administrative adjustment request under Code Section 6228, or a petition for judicial review of a final partnership administrative judgment under Code Section 6226 relating to the Company before filing such petition; (iv) the Tax Matters Member shall inform each other Member of all significant matters that may come give prompt notice to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth Business Day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacity. (b) The Tax Matters Member shall take no action without the authorization of the Management Committee, other than such action as may be required by Law. Any cost the Series B Preferred Member and the Series C Preferred Member of the receipt of any written notice that the Internal Revenue Service or expense incurred any state or local taxing authority intends to examine the Company income tax returns for any year, the receipt of written notice of the beginning of an administrative proceeding at the Company level relating to the Company under Code Section 6223, the receipt of written notice of the final partnership administrative adjustment relating to the Company pursuant to Code Section 6223, and the receipt of any request from the Internal Revenue Service for waiver of any applicable statute of limitations with respect to the filing of any tax return by the Tax Matters Member in connection with its duties, including Company and (v) the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (c) The Tax Matters Member shall not enter into take any extension of action having tax consequences more adverse to any Members than to any other Member without the period of limitations for making assessments on behalf of the Members without first obtaining the prior consent of the Management Committee. The Tax Matters more adversely affected Member shall not bind any Member to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company item (as described in Code Section 6231(a)(3)) shall notify the other Members of such settlement agreement and its terms within 90 Days from the date of the settlement. (d) No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee consents to the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment on behalf of the Members. If such consent is not obtained within 30 Days from such notice, to be unreasonably withheld or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6228 or other Code Section with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be fileddelayed). (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

Tax Matters Member. (a) Eastern The Board shall be select the President or the Chief Financial Officer (or, if there are no officers serving under such titles, such other officer in a comparable position), of the Company to act as the "tax matters partner" of the Company pursuant to Section 6231(a)(7) of the Code (the "Tax Matters Member"). At the request of each other Member, the The Tax Matters Member shall take such action as may be necessary to cause, cause to the extent possible, such other possible each Member to become a "notice partner" within the meaning of Section 6223 of the Code. The Tax Matters Member shall inform each other Member of all significant matters that may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth Business Day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacity. (b) The Tax Matters Member shall take no action without the authorization of the Management CommitteeBoard, other than such action as may be required by Lawapplicable law. Any cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (c) The Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Management CommitteeBoard. The Tax Matters Member shall not bind any Member to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company item (as described in Code Section 6231(a)(3)) of the Code) shall notify the other Members of such settlement agreement and its terms within 90 Days days from the date of the settlement. (d) No Member shall file a request pursuant to Code Section 6227 of the Code for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee Board consents to the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment on behalf of the Members. If such consent is not obtained within 30 Days days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, Member may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6228 or other Section of the Code Section with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed. (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b)) of the Code, such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

Tax Matters Member. (a) Eastern Operating Company shall be the "tax matters partner" of have full power and authority to act for the Company pursuant to Section 6231(a)(7) of and the Code (the "Members as “Tax Matters Member",” under Code Section 6231(a)(7), with all the rights and responsibilities of that position described in Code Sections 6222-32 and to act in any similar capacity under applicable state or local law. At the request of each other Member, the The Tax Matters Member shall take such action as may be reasonably necessary to cause, to the extent possible, such other Member to become constitute Management PIH a "“notice partner" ” within the meaning of Code Section 6223 of the Code6231(a)(8) or any similar capacity under applicable state or local law. The Tax Matters Member shall inform each keep the other Member of all significant matters that may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth Business Day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacity. (b) The Tax Matters Member shall take no action without the authorization Members informed of the progress of any tax audits or examinations. If requested by Management CommitteePIH, other than such action as may be required by Law. Any cost or expense incurred by the Tax Matters Member in connection with its duties, including will request that the preparation for or pursuance of administrative or judicial proceedings, Accountant allow Management PIH’s accountants to review the Accountant’s audit and tax work papers. In no event shall be paid by the Company. (c) The Tax Matters Member shall not enter into have any extension liability to Management PIH or any Affiliate of Management PIH on account of a refusal of any such request by the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Management CommitteeAccountant. The Tax Matters Member shall not bind any Member extend the statute of limitations with respect to a settlement agreement Company matters without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company item (as described in Code Section 6231(a)(3)) shall notify the other Members of such settlement agreement and its terms within 90 Days from the date of the settlement. (d) No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee consents to the requested adjustmentIn addition, the Tax Matters Member shall file not, without the request for the administrative adjustment consent of Management PIH (not be unreasonably withheld, conditioned or delayed), (i) enter into any settlement agreement that is binding on behalf of the Members. If such consent is not obtained within 30 Days from such notice, Management PIH with respect to any Company items allocated to or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to affecting Management PIH or (ii) file a petition under Section 6226(a) or Section 6228(a) of the Code Sections 6226, 6228 or other Code Section with respect to any item involving the Company items allocated to or affecting Management PIH. The Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where reimburse the Tax Matters Member is for all unrelated third party costs and expenses, and any other costs and expenses, incurred by it in the Member intending to file such petition on behalf exercise of the Companyrights and/or the performance of the responsibilities referred to in this Section 7.5. The Company shall indemnify and hold harmless the Tax Matters Member from all unrelated third party claims, such notice shall be given within a liabilities, costs and expenses, including, without limitation, reasonable period of time to allow the other Members to participate attorney’s fees and court costs, incurred by it in the choosing exercise of the forum rights and/or the performance of the responsibilities referred to in which such petition will be filedthis Section 7.5. (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

Tax Matters Member. (a) Eastern South Central shall be the "tax matters partner" of the Company pursuant to Section 6231(a)(7) of the Code (the "Tax Matters Member"). At the request of each other Member, the Tax Matters Member shall take such action as may be necessary to cause, to the extent possible, such other Member to become a "notice partner" within the meaning of Section 6223 of the Code. The Tax Matters Member shall inform each other Member of all significant matters that may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth Business Day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacity. (b) The Tax Matters Member shall take no action without the authorization of the Management Committee, other than such action as may be required by Law. Any cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (c) The Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Management Committee. The Tax Matters Member shall not bind any Member to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company item (as described in Code Section 6231(a)(3)) shall notify the other Members of such settlement agreement and its terms within 90 Days from the date of the settlement. (d) No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee consents to the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment on behalf of the Members. If such consent is not obtained within 30 Days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6228 or other Code Section with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed. (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.the

Tax Matters Member. (a) Eastern ▇▇▇▇ Holdings, or such other Member selected by Members representing a Majority Interest, shall be act as the "“tax matters partner" ” of the Company pursuant to Section 6231(a)(7) of the Code (the "“Tax Matters Member"”). At the request of each other Member, the The Tax Matters Member shall take such action as may be necessary to cause, cause to the extent possible, such other possible each Member to become a "“notice partner" ” within the meaning of Section 6223 of the Code. The Tax Matters Member shall inform each other Member of all significant matters that may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth Business Day business day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacity. (b) The Tax Matters Member shall take no action without the authorization of the Management CommitteeBoard, other than such action as may be required by Lawapplicable law. Any cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (c) The Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Management CommitteeBoard. The Tax Matters Member shall not bind any Member to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any Company item (as described in Code Section 6231(a)(3)) of the Code) shall notify the other Members of such settlement agreement and its terms within 90 Days days from the date of the settlement. (d) No Member shall file a request pursuant to Code Section 6227 of the Code for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Management Committee Board consents to the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment on behalf of the Members. If such consent is not obtained within 30 Days days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, Member may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226, 6228 or other Section of the Code Section with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed. (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member's intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.