Common use of Tax Matters Member Clause in Contracts

Tax Matters Member. The AIG Member is hereby designated the “Tax Matters Member” and shall serve as the tax matters 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 and whether or not to settle 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 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. If 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 also serve in such capacity. In all other cases, the Tax Matters Member shall represent the Company in all tax matters to the extent allowed by applicable Law. The AIG Member shall pay, and indemnify the Tax Matters Member against, any and all expenses incurred by the Tax Matters Member in such capacity. Such expenses shall include, without limitation, fees of attorneys and other tax professionals, accountants, appraisers and experts, filing fees and reasonable out-of-pocket costs. In furtherance of the foregoing, in the event the Company is not subject to the consolidated audit rules of Code Sections 6221 through 6234 during any taxable year, the Members hereby agree to sign an election pursuant to Code Section 6231(a)(1)(B)(ii) to be filed with the Company’s federal income tax return for such taxable year to have such consolidated audit rules apply to the Company.

Tax Matters Member. The AIG Member is hereby designated Inland shall be the Company’s “Tax Matters MemberPartner” and shall serve as the tax matters partner (as defined in Code Section 62316231(a)(7) and is authorized and required (the “TMP”). The TMP shall have the right to resign by giving 30 days written notice to the Members. Upon the resignation of the TMP, a successor TMP shall be selected by the Members. The TMP shall employ experienced tax counsel to represent the Company in connection with all examinations any audit or investigation of the Company’s affairs Company by the Internal Revenue Service (the “Service”) and in connection with all subsequent administrative and judicial proceedings arising out of such audit. The Company shall not be obligated to pay any fees or other compensation to the TMP in its capacity as such; provided, however, that all reasonable expenses incurred by the TMP in serving as the TMP shall be a Company expenses and the TMP shall be reimbursed by the Company in connection therewith. Notwithstanding the foregoing, it shall be the responsibility of the Manager and of each Member, at their expense, to employ tax authoritiescounsel to represent their respective separate interests. If the TMP is required by law or regulation to incur fees and expenses in connection with tax matters not affecting each of the Members, including resulting then the TMP may, in its sole discretion, seek reimbursement from or charge such fees and expenses to the Capital Accounts of those Members on whose behalf such fees and expenses were incurred. The TMP shall keep the Members informed of all administrative and judicial proceedings. Each , as required by Code Section 6223(g), and shall furnish to each Member (a copy of each notice or other than the FRBNY Member) agrees that any decisions made and action taken material communication received by the Tax Matters MemberTMP from the Service, including without limitationsand each notice or other communication sent by the TMP to the Service, except such notices or communications as are sent directly to such Member by the Service. The relationship of the TMP to the Members is that of a fiduciary, and the TMP has a fiduciary obligation to perform its duties as TMP in connection with audits such manner as will serve the best interests of the Company and whether or not to settle 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 all of the 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 MemberMembers. If 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 also serve in such capacity. In all other cases, the Tax Matters Member shall represent the Company in all tax matters to the extent allowed by applicable Law. The AIG Member shall pay, and indemnify the Tax Matters Member against, any and all expenses incurred by the Tax Matters Member in such capacity. Such expenses shall include, without limitation, fees of attorneys and other tax professionals, accountants, appraisers and experts, filing fees and reasonable out-of-pocket costs. In furtherance of Notwithstanding the foregoing, in the event the Company is TMP shall not subject to the consolidated audit rules of Code Sections 6221 through 6234 during take any taxable year, the Members hereby agree to sign an election pursuant to Code Section 6231(a)(1)(B)(ii) to be filed position or action with the Company’s federal income tax return for such taxable year Service without prior approval from the Members, including but not limited to have such consolidated audit rules apply to the Company.any decision:

Tax Matters Member. The AIG Member is hereby designated 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 Members. The Tax Matters Member is also hereby designated as the tax matters 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 “partnership representative” of the Company and whether for purposes of the Partnership Tax Audit Rules. The Board is authorized to take (or not to settle or contest any tax matters, shall be binding upon cause the Company and to take) such Members (other than the FRBNY Member) and each such Member (actions as may be necessary pursuant to Treasury Regulations or 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 item on the Company’s return and that such Member shall not independently act with respect guidance 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. If any state or local tax Law provides for a tax matters partner or person having similar rights, powers, authority or obligations, cause the Tax Matters Member shall also serve in to be designated as the “partnership representative” of the Company, and each Member agrees to consent to such capacity. In all other cases, the Tax Matters Member shall represent the Company in all tax matters designation to the extent allowed requested by applicable Lawthe Board. The AIG Any Member who is designated “tax matters partner” shall paytake such action as may be necessary to cause each other Member to become a “notice partner” within the meaning of Code Sections 6223 and 6231. 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 such by giving notice thereof on or before 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. Any Member who is designated “tax matters partner” may not take any action contemplated by Code Sections 6222 through 6231, and indemnify the Tax Matters any Member against, who is designated “partnership representative” may not take any and all expenses incurred action contemplated by the Partnership Tax Matters Member in such capacity. Such expenses shall includeAudit Rules, without limitation, fees of attorneys and other tax professionals, accountants, appraisers and experts, filing fees and reasonable out-of-pocket costs. In furtherance the consent of the Board, 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 applicable, will (i) agree to any extension of the statute of limitations for making tax assessments on behalf of the Company without first obtaining the written consent of 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 prior written concurrence of any such Class A Member and (b) unless otherwise approved by all of the Class A Members, in the event of an audit by the Company is not subject to the consolidated audit rules of Code Sections 6221 through 6234 during any taxable yearIRS, the Members hereby agree to sign an “partnership representative” shall make, on a timely basis, the election pursuant to provided by Code Section 6231(a)(1)(B)(ii6226(a) to treat a “partnership adjustment” as an adjustment to be filed taken into account by each Member in accordance with the Company’s federal income tax return for such taxable year to have such consolidated audit rules apply to the CompanyCode Section 6226(b).

Tax Matters Member. The AIG Member is hereby designated Inland shall be the Company’s “Tax Matters MemberPartner” and shall serve as the tax matters partner (as defined in Code Section 62316231(a)(7) and is authorized and required (the “TMP”). The TMP shall have the right to resign by giving 30 days written notice to the Members. Upon the resignation of the TMP, a successor TMP shall be selected by the Members. The TMP shall employ experienced tax counsel to represent the Company in connection with all examinations any audit or investigation of the Company’s affairs Company by the Internal Revenue Service (the “Service”) and in connection with all subsequent administrative and judicial proceedings arising out of such audit. The Company shall not be obligated to pay any fees or other compensation to the TMP in its capacity as such; provided, however, that all reasonable expenses incurred by the TMP in serving as the TMP shall be a Company expenses and the TMP shall be reimbursed by the Company in connection therewith. Notwithstanding the foregoing, it shall be the responsibility of the Manager and of each Member, at their expense, to employ tax authoritiescounsel to represent their respective separate interests. If the TMP is required by law or regulation to incur fees and expenses in connection with tax matters not affecting each of the Members, including resulting then the TMP may, in its sole discretion, seek reimbursement from or charge such fees and expenses to the Capital Accounts of those Members on whose behalf such fees and expenses were incurred. The TMP shall keep the Members informed of all administrative and judicial proceedings. Each , as required by Code Section 6223(g), and shall furnish to each Member (a copy of each notice or other than the FRBNY Member) agrees that any decisions made and action taken material communication received by the Tax Matters MemberTMP from the Service, including without limitationsand each notice or other communication sent by the TMP to the Service, except such notices or communications as are sent directly to such Member by the Service. The relationship of the TMP to the Members is that of a fiduciary, and the TMP has a fiduciary obligation to perform its duties as TMP in connection with audits such manner as will serve the best interests of the Company and whether all of the Members. Notwithstanding the foregoing, the TMP shall not take any position or action with the Service without prior approval from the Members, including but not limited to settle or contest any tax matters, shall be binding upon the Company and such decision: to enter into a settlement agreement which purports to bind Members (other than the FRBNY MemberTMP; to file a petition contemplated in Section 6226(a) and each such Member (other than the FRBNY Memberor 6228(a) 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 item on Code; to file any request contemplated in Section 6227(b) of the CompanyCode; to enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. To the fullest extent permitted by law, the Company agrees to indemnify the TMP and its agents and save and hold them harmless, from and in respect of (i) all reasonable fees, costs and expenses in connection with or resulting from any claim, action or demand against the TMP, the Manager or the Company that arise out of or in any way relate to the TMP’s return and that such Member shall not independently act with respect to tax audits or tax litigation affecting status as TMP for the Company, unless previously authorized and (ii) all such claims, actions and demands and any losses or damages therefrom, including amounts paid in settlement or compromise of any such claim, action or demand; provided that this indemnity shall not extend to do so in writing conduct by the Tax Matters Member, which authorization may TMP adjudged (i) not be unreasonably withheld by Tax Matters Member. If any state or local tax Law provides for a tax matters partner or person having similar rights, powers, authority or obligations, to have been undertaken reasonably and in good faith to promote the Tax Matters Member shall also serve in such capacity. In all other cases, the Tax Matters Member shall represent best interests of the Company in all tax matters accordance with this Agreement or (ii) to the extent allowed by applicable Law. The AIG Member shall payhave constituted gross negligence, and indemnify the Tax Matters Member againstrecklessness, any and all expenses incurred intentional wrongdoing or breach or violation of this Agreement by the Tax Matters Member in such capacityTMP. Such expenses shall include, without limitation, fees of attorneys and other tax professionals, accountants, appraisers and experts, filing fees and reasonable out-of-pocket costs. In furtherance of the foregoing, in the event the Company is not subject to the consolidated audit rules of Code Sections 6221 through 6234 during any taxable year, the Members hereby agree to sign an election pursuant to Code Section 6231(a)(1)(B)(ii) to be filed with the Company’s federal income tax return for such taxable year to have such consolidated audit rules apply to the Company.Membership

Tax Matters Member. The AIG Member is hereby designated the “Tax Matters Member” and shall serve as the tax matters 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 and whether or not to settle 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 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. If 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 also serve in such capacity. In all other cases, the Tax Matters Member shall represent the Company in all tax matters to the extent allowed by applicable Law. The AIG Member shall pay, and indemnify the Tax Matters Member against, any and all expenses incurred by the Tax Matters Member in such capacity. Such expenses shall include, without limitation, fees of attorneys and other tax professionals, accountants, appraisers and experts, filing fees and reasonable out-of-out of pocket costs. In furtherance of the foregoing, in the event the Company is not subject to the consolidated audit rules of Code Sections 6221 through 6234 during any taxable year, the Members hereby agree to sign an election pursuant to Code Section 6231(a)(1)(B)(ii) to be filed with the Company’s federal income tax return for such taxable year to have such consolidated audit rules apply to the Company.

Tax Matters Member. The AIG Member is hereby designated Board of Managers shall appoint the Company’s “Tax Matters MemberPartner” and shall serve as the tax matters partner (as defined in Code Section 62316231(a)(7) and is authorized and required (the “TMP”). The TMP may be either the Manager or an individual appointed by the Manager. The TMP shall have the right to resign by giving 30 days written notice to the Members. Upon the resignation of the TMP, a successor TMP shall be selected by the Board of Managers. The TMP shall employ experienced tax counsel to represent the Company in connection with all examinations any audit or investigation of the Company’s affairs Company by the Internal Revenue Service (the “Service”) and in connection with all subsequent administrative and judicial proceedings arising out of such audit. The Company shall not be obligated to pay any fees or other compensation to the TMP in its capacity as such; provided, however, that all reasonable expenses incurred by the TMP in serving as the TMP shall be a Company expenses and the TMP shall be reimbursed by the Company in connection therewith. Notwithstanding the foregoing, it shall be the responsibility of the Board of Managers and of each Member, at their expense, to employ tax authoritiescounsel to represent their respective separate interests. If the TMP is required by law or regulation to incur fees and expenses in connection with tax matters not affecting each of the Members, including resulting then the TMP may, in its sole discretion, seek reimbursement from or charge such fees and expenses to the Capital Accounts of those Members on whose behalf such fees and expenses were incurred. The TMP shall keep the Members informed of all administrative and judicial proceedings. Each , as required by Code Section 6223(g), and shall furnish to each Member (who so requests in writing a copy of each notice or other than the FRBNY Member) agrees that any decisions made and action taken communication received by the Tax Matters MemberTMP from the Service, including without limitationsexcept such notices or communications as are sent directly to such Member by the Service. The relationship of the TMP to the Members is that of a fiduciary, and the TMP has a fiduciary obligation to perform its duties as TMP in connection with audits such manner as will serve the best interests of the Company and whether or not to settle or contest any tax mattersall of the Members. To the fullest extent permitted by law, shall be binding upon the Company agrees to indemnify the TMP and such Members its agents and save and hold them harmless, from and in respect of (other than i) all reasonable fees, costs and expenses in connection with or resulting from any claim, action or demand against the FRBNY Member) and each such Member (other than TMP, the FRBNY Member) further agrees Manager, the Board of Managers, or the Company that such Member (other than arise out of or in any way relate to the FRBNY Member) shall not treat any Company item inconsistently on such MemberTMP’s income tax return with the treatment of the item on the Company’s return and that such Member shall not independently act with respect to tax audits or tax litigation affecting status as TMP for the Company, unless previously authorized and (ii) all such claims, actions and demands and any losses or damages therefrom, including amounts paid in settlement or compromise of any such claim, action or demand; provided, however, that this indemnity shall not extend to do so in writing conduct by the Tax Matters Member, which authorization may TMP adjudged (i) not be unreasonably withheld by Tax Matters Member. If any state or local tax Law provides for a tax matters partner or person having similar rights, powers, authority or obligations, to have been undertaken reasonably and in good faith to promote the Tax Matters Member shall also serve in such capacity. In all other cases, the Tax Matters Member shall represent best interests of the Company in all tax matters or (ii) to the extent allowed by applicable Law. The AIG Member shall payhave constituted gross negligence, and indemnify the Tax Matters Member against, any and all expenses incurred recklessness or intentional wrongdoing by the Tax Matters Member in such capacity. Such expenses shall include, without limitation, fees of attorneys and other tax professionals, accountants, appraisers and experts, filing fees and reasonable out-of-pocket costs. In furtherance of the foregoing, in the event the Company is not subject to the consolidated audit rules of Code Sections 6221 through 6234 during any taxable year, the Members hereby agree to sign an election pursuant to Code Section 6231(a)(1)(B)(ii) to be filed with the Company’s federal income tax return for such taxable year to have such consolidated audit rules apply to the CompanyTMP.

Tax Matters Member. The AIG Board shall from time to time designate a Member is hereby designated 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” ”). The initial Tax Matters Member shall be BlackBrush TexStar before the BBTS Distribution, and the initial Tax Matters Member after the BBTS Distribution shall serve be EIG. The Tax Matters Member shall not take any material action as Tax Matters Member without the tax matters partner consent of the Designating Parties (such consent not to be unreasonably conditioned, withheld or delayed). The Tax Matters Member shall take such action as defined in Code Section 6231may be necessary to cause, to the extent applicable, (x) and is authorized and required to represent the Company to make the election described in connection with Section 6231(a)(1)(B)(ii) of the Code, and (ii) to the extent possible, each Member to become a “notice partner” within the meaning of Section 6223 of the Code. The Tax Matters Member shall inform each Member of all examinations 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 Member copies of all significant written communications it may receive in that capacity. The Tax Matters Member shall circulate to each Member a draft of all federal and state income tax returns of the Company’s affairs by , and the Company shall cause the Partnership to circulate to each Member a draft of all federal and state income tax authorities, including resulting administrative and judicial proceedings. Each Member (other than returns of the FRBNY Member) agrees that any decisions made and action taken by the Tax Matters Member, including without limitationsPartnership, in connection with audits each case not later than 15 days prior to the due date for filing of the Company such return(s), and whether or not to settle or contest upon 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 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. If any state or local tax Law provides for a tax matters partner or person having similar rights, powers, authority or obligationsreasonable request, the Tax Matters Member shall also serve consult with such Member regarding such returns. The Company shall not be obligated to pay any fees or other compensation to the Tax Matters Member in such capacityits 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. In all other casesNotwithstanding anything to the contrary contained in this Agreement, without the approval of the Board, the Tax Matters Member shall represent the Company not in all tax matters to the extent allowed by applicable Law. The AIG Member shall pay, and indemnify the its capacity as Tax Matters Member againstmake any material decisions or enter into any material agreements on behalf of the Company or 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 doubt, any and all expenses incurred settlement agreements with the Internal Revenue Service or consent to extend the period of limitation as contemplated by the Tax Matters Member in such capacity. Such expenses shall include, without limitation, fees of attorneys and other tax professionals, accountants, appraisers and experts, filing fees and reasonable out-of-pocket costs. In furtherance Section 6229(b)(1)(B) of the foregoing, in the event the Company is not subject to the consolidated audit rules of Code Sections 6221 through 6234 during any taxable year, the Members hereby agree to sign an election pursuant to Code Section 6231(a)(1)(B)(ii) to shall be filed with the Company’s federal income tax return for considered such taxable year to have such consolidated audit rules apply to the Companya material agreement.

Tax Matters Member. The AIG Member CTI is hereby designated appointed the “"Tax Matters Member” and shall serve as the tax matters 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 for all purposes pursuant to Sections 6221 and whether or not to settle 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 6231 of the 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 MemberCode. If any state or local tax Law provides for a tax matters partner or person having similar rights, powers, authority or obligations, the The Tax Matters Member shall also serve (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 informed of any administrative or judicial Proceeding, as required by Section 6223 of the Code, (iii) allow each Member an opportunity to participate in such capacityall administrative and judicial Proceedings involving the tax makers of the Company, and (iv) advise and consult with each Member as to proposed adjustments to the federal or state income tax returns of the Company. In all other cases, the The Tax Matters Member shall represent not take any action that will cause the Company in all tax matters to be taxed as a corporation under Regulation 301.7701 3(a) of the extent allowed by applicable LawCode. The AIG Member Company shall pay, and indemnify the Tax Matters Member against, any and all expenses incurred by pay fees or other compensation to the Tax Matters Member in its capacity as such, as set forth in such capacity. Such expenses Member's Services Agreement and the Company shall include, without limitation, fees of attorneys reimburse the Tax Matters Member for any and other tax professionals, accountants, appraisers and experts, filing fees and all reasonable out-of-pocket costscosts and expenses (including reasonable attorney's and other professional fees) incurred by it in its capacity as Tax Matters Member. In furtherance 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 result of any act or decision concerning Company tax matters and within the foregoingscope of such Member's responsibility as Tax Matters Member, so long as such act or decision was not done fraudulently or in bad faith or as a result of willful misconduct or gross negligence or, with respect to any criminal Proceeding against the event the Company is not subject Tax Matters Member, such Member had no reasonable cause to the consolidated audit rules of Code Sections 6221 through 6234 during any taxable year, the Members hereby agree to sign an election pursuant to Code Section 6231(a)(1)(B)(iibelieve its conduct was unlawful. The Tax Matters Member may resign upon thirty (30) to be filed with the Company’s federal income tax return for such taxable year to have such consolidated audit rules apply days written notice to the Company.

Tax Matters Member. The AIG Member is hereby designated the “Tax Matters Member” and shall serve Member (referred to as the "tax matters partner (as defined partner" in Code Section 62316231(a)(7) 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 proceedingsCode) initially shall be WSMI. Each The Tax Matters Member (other than the FRBNY Member) agrees that may at any decisions made and action taken by time resign as the Tax Matters Member, including without limitations, in connection with audits of the Company and whether or not to settle 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 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. If 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 also serve in such capacitymay be removed as the Tax Matters Member with the Consent of Members holding sixty percent (60%) of the Percentage Interests. In all other casesthe 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 all tax matters 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 allowed permitted by applicable Lawthe Code. The AIG Member shall payIf an administrative proceeding results in the issuance of a "final partnership administrative adjustment" ("FPAA"), and indemnify as that term is used in Sections 6223 et seq. of the Code, the Tax Matters Member againstshall determine whether the Company shall seek judicial review of such FPAA. If the Tax Matters Member determines that the Company shall not seek judicial review, any such Member shall promptly notify all the other Members of this determination and all expenses incurred each Member shall be entitled, at such Member's own expense, to pursue whatever rights such Member may have under the Code. Any amounts paid by the Tax Matters Member on behalf of the Company in connection with any administrative or judicial proceeding shall be considered a loan to the Company, and not a contribution to capital. The Tax Matters Member shall not be liable to the Company or the other Members for any action such capacity. Such expenses shall includeMember takes or fails to take in connection with any such judicial or administrative proceeding, including, without limitation, fees of attorneys and other tax professionals, accountants, appraisers and experts, filing fees and reasonable out-of-pocket costs. In furtherance of the foregoing, in the event the Company is not subject agreement to the consolidated audit rules of Code Sections 6221 through 6234 during any taxable year, the Members hereby or failure to agree to sign an election pursuant to Code Section 6231(a)(1)(B)(ii) to be filed with the Company’s federal income tax return for such taxable year to have such consolidated audit rules apply to the Company.a settlement or

Tax Matters Member. The AIG Member AcquisitionCo is hereby designated as the initial tax matters partner for the Company within the meaning of Code Section 6231(a)(7) (the “Tax Matters Member” and shall serve ”); provided, however, (i) in exercising its authority as the tax matters 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 and whether or not to settle 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 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. If 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 also serve in be 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 Company before filing such capacity. In all request, it being understood, however, that the provisions hereof will not be construed to limit the ability of any Member to file an administrative adjustment request on its own behalf pursuant to Code Section 6227(a) of the Code; (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 casesthan 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 represent give prompt notice to the Management Committee, the Series B Preferred Member and the Series C Preferred Member of the receipt of any written notice that the Internal Revenue Service or any state or local taxing authority intends to examine the Company in all income tax matters returns for any year, the receipt of written notice of the beginning of an administrative proceeding at the Company level relating to the extent allowed by applicable Law. The AIG Member shall payCompany 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 indemnify 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 Company and (v) the Tax Matters Member against, shall not take any and all expenses incurred by action having tax consequences more adverse to any Members than to any other Member without the Tax Matters Member in such capacity. Such expenses shall include, without limitation, fees of attorneys and other tax professionals, accountants, appraisers and experts, filing fees and reasonable out-of-pocket costs. In furtherance prior consent of the foregoing, in the event the Company is more adversely affected Member (such consent not subject to the consolidated audit rules of Code Sections 6221 through 6234 during any taxable year, the Members hereby agree to sign an election pursuant to Code Section 6231(a)(1)(B)(ii) to be filed with the Company’s federal income tax return for such taxable year to have such consolidated audit rules apply to the Companyunreasonably withheld or delayed).

Tax Matters Member. The AIG Member is hereby designated Landmark shall be the Company’s “partnership representative” as defined in Code Section 6223(a) (the “Tax Matters Member” and ”) and, subject to this paragraph 10.5, shall serve as have the tax matters partner (as defined in Code Section 6231) and right to take all actions that the partnership representative is authorized and or required to take under the Code. The Tax Matters Member may employ tax counsel to represent the Company in connection with all examinations any audit or investigation of the Company’s affairs Company by the Internal Revenue Service and in connection with all subsequent administrative and judicial proceedings arising out of such audit; provided, that the Tax Matters Member shall provide written notice to any other Members concerning its intent to make any decision or take any other action with respect to such audit that has, or could reasonably be expected to have, an adverse effect on the taxes or tax authoritiesposition of such Members, including resulting and the Tax Matters Member shall not make such decision or take such action without the prior consent of such Members (such consent not to be unreasonably withheld, conditioned or delayed). If the Tax Matters Member is required by law or regulation to incur fees and expenses in connection with tax matters not affecting all the Members, then the Tax Matters Member may, in its sole and absolute discretion, seek reimbursement from those Members on whose behalf such fees and expenses were incurred. The Tax Matters Member shall keep the Members reasonably informed of all administrative and judicial proceedings. Each , and shall furnish to each Member, if such Member (so requests in writing, a copy of each notice or other than the FRBNY Member) agrees that any decisions made and action taken communication received by the Tax Matters Member, in its capacity as such, from the Internal Revenue Service, except such notices or communications as are sent directly to such requesting Member by the Internal Revenue Service. The Tax Matters Member shall not enter into any settlement agreement with any taxing authority without the consent of the Members (such consent not to be unreasonably withheld, conditioned or delayed). Each Member shall indemnify the Company for any “imputed underpayment” within the meaning of Code Section 6225 paid (or payable) by the Company and allocable to such Member as a result of an adjustment with respect to any partnership item, including without limitationsany interest or penalties with respect to any such adjustment (collectively, an “Imputed Underpayment Amount”). The Tax Matters Member shall reasonably determine the portion of an Imputed Underpayment Amount allocable to each Member or former Member, subject to the approval of the Members (such approval not to be unreasonably withheld, conditioned or delayed). The portion of the Imputed Underpayment Amount that the Tax Matters Member allocates to a former Member of the Company shall be an obligation of such former Member and any third-party transferee or assignee of such former Member. Imputed Underpayment Amounts also shall include any imputed underpayment within the meaning of Code Section 6225 paid (or payable) by any entity treated as a partnership for federal income tax purposes in connection with audits which the Company holds (or has held) a direct or indirect interest other than through entities treated as corporations for federal income tax purposes to the extent that the Company bears the economic burden of such amounts, whether by law or agreement. The provisions contained in this paragraph 10.5 shall survive the dissolution of the Company and whether the withdrawal 39 US-DOCS\101960009.22 of any Member or not to settle or contest the transfer of any tax matters, shall be binding upon Member’s interest in 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 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. If 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 also serve in such capacity. In all other cases, the Tax Matters Member shall represent the Company in all tax matters to the extent allowed by applicable Law. The AIG Member shall pay, and indemnify the Tax Matters Member against, any and all expenses incurred by the Tax Matters Member in such capacity. Such expenses shall include, without limitation, fees of attorneys and other tax professionals, accountants, appraisers and experts, filing fees and reasonable out-of-pocket costs. In furtherance of the foregoing, in the event the Company is not subject to the consolidated audit rules of Code Sections 6221 through 6234 during any taxable year, the Members hereby agree to sign an election pursuant to Code Section 6231(a)(1)(B)(ii) to be filed with the Company’s federal income tax return for such taxable year to have such consolidated audit rules apply to the Companyany current or former Member.

Tax Matters Member. The AIG Member is hereby (a) 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 member under Section 6231 of the Internal Revenue Code (in such capacity, the “Tax Matters Member” ”). The Tax Matters Member may be removed and shall serve as replaced by action of a Majority Interest of the tax matters partner (as defined in Code Section 6231) and 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 which may be permitted or required by the applicable provisions of the Internal Revenue Code or Treasury Regulations issued thereunder. 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. Each Member (other than the FRBNY Member) agrees that any decisions made and action taken by the The Tax Matters Member, including without limitations, in connection with audits Member shall keep the Members informed as to the status of the Company and whether or not to settle 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 audit of the item on the Company’s return tax affairs, and that shall take such action as may be necessary to cause any Member shall not independently act with respect so requesting to tax audits or tax litigation affecting become a “notice partner” within the Company, unless previously authorized to do so in writing by meaning of Section 6223 of the Tax Matters Member, which authorization may not be unreasonably withheld by Tax Matters MemberInternal Revenue Code. If any state or local tax Law provides for Without first obtaining the approval of a tax matters partner or person having similar rights, powers, authority or obligationsMajority Interest of the Members, the Tax Matters Member shall also serve not, with respect to Company tax matters: (b) enter into a settlement agreement with respect to any tax matter which purports to bind Members, (c) intervene in such capacityany action pursuant to Internal Revenue Code Section 6226(b)(5), (d) enter into an agreement extending the statute of limitations, or (e) file a petition pursuant to Internal Revenue Code Section 6226(a) or 6228. In all other casesIf an audit of any of the Company’s tax returns shall occur, the Tax Matters Member shall represent not settle or otherwise compromise assertions of the Company in all tax matters auditing agent which may be adverse to any Member as compared to the extent allowed by applicable Law. The AIG Member shall pay, and indemnify the Tax Matters Member against, any and all expenses incurred by the Tax Matters Member in such capacity. Such expenses shall include, without limitation, fees of attorneys and other tax professionals, accountants, appraisers and experts, filing fees and reasonable out-of-pocket costs. In furtherance of the foregoing, in the event the Company is not subject to the consolidated audit rules of Code Sections 6221 through 6234 during any taxable year, the Members hereby agree to sign an election pursuant to Code Section 6231(a)(1)(B)(ii) to be filed with position taken on the Company’s federal income tax return returns without the prior written consent of each such affected Member. The Tax Matters Member, with the approval of a Majority Interest of the Members, may elect (at such time and in such form and manner as the Internal Revenue Service may prescribe) for such taxable year the amendments to have such consolidated audit rules Internal Revenue Code Sections 6221-6241 made by Section 1101 of the Bipartisan Budget Act of 2015 (H.R. 1315) to apply to any return of the CompanyCompany filed for taxable years beginning after November 2, 2015 and before January 1, 2018.

Tax Matters Member. The AIG Unless and until the Board otherwise agrees, VWGoA will serve as Tax Matters Member for as long as it qualifies as “tax matters partner” or, when applicable, “partnership representative” under the Code or until it resigns. If there is hereby designated no Tax Matters Member, the Board will designate a Tax Matters Member who will act as the “tax matters partner” within the meaning of Section 6231(a)(7) of the Code or, when applicable, the “partnership representative” of the Company pursuant to Section 6223(a) of the Code as amended by the Bipartisan Budget Act of 2015 (such act, the “BBA” and, such Member, the “Tax Matters Member” ”), and shall serve as the tax matters partner (as defined will act in Code Section 6231) and is any similar capacity under applicable state, local or foreign law. The Tax Matters Member will be authorized and required to represent the Company (in consultation with the Board) in connection with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings. Each proceedings (“Tax Proceedings”) and will take such actions as are permissible to make 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 a “notice partner” for purposes of Section 6233 of the Company and whether Code (or not to settle or contest any tax matters, shall be binding upon the Company and such Members (other than the FRBNY Membersuccessor provision thereof) 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 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. If 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 also serve in such capacity. In all other cases, the Tax Matters Member shall represent the Company in all tax matters to the extent allowed by applicable Lawallowable thereunder. The AIG Member shall payAll reasonable out-of-pocket expenses, including reasonable legal and indemnify the Tax Matters Member againstaccounting fees, any and all expenses incurred by the Tax Matters Member in such capacityits capacity as the Tax Matters Member shall be borne by the Company. Such expenses shall include, without limitation, fees of attorneys and other tax professionals, accountants, appraisers and experts, filing fees and reasonable out-of-pocket costs. In furtherance For any Taxable Period in which the Company is eligible to make the election in Section 6221(b) of the foregoingCode, in as amended by the event BBA, to have Subchapter C of Chapter 63 of the Code not apply to the Company, the Tax Matters Member shall cause the Company to timely make such election; provided, however, if the Company is not subject eligible to make such election for such Taxable Period, then if the consolidated audit rules Company receives a notice of final partnership adjustment from a tax authority, then no later than sixty (60) calendar days after the receipt of such notice, the Tax Matters Member shall: (i) elect the application of Code Sections 6221 through 6234 during any taxable yearSection 6226, as amended by the Members hereby agree BBA, to sign an election pursuant to such adjustment; and (ii) furnish each Member or former Member, as applicable, with the statement required by Code Section 6231(a)(1)(B)(ii) to be filed with 6226(a), as amended by the Company’s federal income tax return for such taxable year to have such consolidated audit rules apply to the CompanyBBA.

Tax Matters Member. The AIG Member is hereby designated the “Tax Matters Member” and shall serve Member (referred to as the "tax matters partner (as defined partner" in Code Section 62316231(a)(7) 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 proceedingsCode) initially shall be WSMI. Each The Tax Matters Member (other than the FRBNY Member) agrees that may at any decisions made and action taken by time resign as the Tax Matters Member, including without limitations, in connection with audits of the Company and whether or not to settle 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 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. If 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 also serve in such capacitymay be removed as the Tax Matters Member by Consent of Members. In all other casesthe 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 all tax matters 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 allowed permitted by applicable Lawthe Code. The AIG Member shall payIf an administrative proceeding results in the issuance of a "final partnership administrative adjustment" ("FPAA"), and indemnify as that term is used in Sections 6223 et seq. of the Code, the Tax Matters Member againstshall determine whether the Company shall seek judicial review of such FPAA. If the Tax Matters Member determines that the Company shall not seek judicial review, any such Member shall promptly notify each Member of this determination and all expenses incurred each Member shall be entitled, at such Member's own expense, to pursue whatever rights such Member may have under the Code. Any amounts paid by the Tax Matters Member on behalf of the Company in connection with any administrative or judicial proceeding shall be considered a loan to the Company, and not a contribution to capital. The Tax Matters Member shall not be liable to the Company or the other Members for any action such capacity. Such expenses shall includeMember takes or fails to take in connection with any such judicial or administrative proceeding, including, without limitation, fees of attorneys and other tax professionals, accountants, appraisers and experts, filing fees and reasonable out-of-pocket costs. In furtherance of the foregoing, in the event the Company is not subject agreement to the consolidated audit rules of Code Sections 6221 through 6234 during any taxable year, the Members hereby or failure to agree to sign an election pursuant a settlement or the extension of, or failure to Code Section 6231(a)(1)(B)(ii) extend the relevant statutes of limitations, unless such action or failure constitutes willful misconduct or failure to be filed with the Company’s federal income tax return for such taxable year to have such consolidated audit rules apply to the Companyact in good faith.

Tax Matters Member. The AIG Member Newcourt Sub (the "Tax Matters Member") is hereby designated the “Tax Matters Member” and shall serve as the "tax matters 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 partner" of the Company and whether or not to settle 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 for purposes of section 6231 of the item on Code and the Company’s return and that such Treasury Regulations thereunder. The Tax Matters Member shall not independently act make any tax election under the Code without first obtaining the approval of Snap-on. The Tax Matters Member agrees to make a section 754 election under the Code if requested by Newco upon its purchase of Newcourt Sub's Membership Interest; provided, however, that if such election would increase Newcourt Sub's tax burden 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. If any state or local tax Law provides for a tax matters partner or person having similar rights, powers, authority or obligationssuch purchase, the Tax Matters Member shall also serve only be required to make such section 754 election if Snap-on agrees to reimburse Newcourt Sub the amount of such increase in Newcourt Sub's tax burden. The Tax Matters Member shall deliver to Snap-on a copy of any tax return proposed to be filed in the name of the Company at least 30 days prior to the date such capacitytax return is to be filed and shall not file any such tax return over the reasonable objection of Snap-on. In all other cases, the The Tax Matters Member shall represent the Company and the Members, at Company expense, in all tax matters 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 allowed permitted by applicable Lawthe Code. The AIG Member shall payIf an administrative proceeding results in the issuance of a "final partnership administrative adjustment" (within the meaning of Section 6223 of the Code), and indemnify the Tax Matters Member againstshall determine whether the Company shall seek judicial review of such adjustment. If the Tax Matters Member determines that the Company shall not seek judicial review, any such Member shall promptly notify all the other Members of this determination, and each Member shall be entitled, at such Member's own expense, to pursue whatever rights such Member may have under the Code. The Tax Matters Member shall be reimbursed by the Company for all expenses incurred amounts (including, without limitation, reasonable attorneys' fees) paid by the Tax Matters Member on behalf of the Company in connection with any administrative or judicial proceeding. The Tax Matters Member shall not be liable to the Company or the other Members for any action such capacity. Such expenses shall includeMember takes or fails to take in connection with any such judicial or administrative proceeding, including, without limitation, fees the agreement to or failure to agree to a settlement, or the extension of, or failure to extend, the relevant statutes of attorneys and other tax professionalslimitations, accountantsunless such action or failure constitutes willful misconduct, appraisers and expertsfraud, filing fees and reasonable out-of-pocket costs. In furtherance gross negligence or breach of fiduciary duty to the Company or any of the foregoing, in the event the Company is not subject to the consolidated audit rules of Code Sections 6221 through 6234 during any taxable year, the Members hereby agree to sign an election pursuant to Code Section 6231(a)(1)(B)(ii) to be filed with the Company’s federal income tax return for such taxable year to have such consolidated audit rules apply to the Companyother Members.

Tax Matters Member. The AIG Member is hereby designated Operating Company shall have full power and authority to act for the Company and the Members as “Tax Matters Member,” under Code Section 6231(a)(7), with all the rights and shall serve as the tax matters partner (as defined responsibilities of that position described in Code Sections 6222-32 and to act in any similar capacity under applicable state or local law. The Tax Matters Member shall take such action as may be reasonably necessary to constitute Management PIH a “notice partner” within the meaning of Code Section 62316231(a)(8) and is authorized and required to represent or any similar capacity under applicable state or local law. The Tax Matters Member shall keep the Company in connection with all examinations other Members informed of the Company’s affairs progress of any tax audits or examinations. If requested by tax authoritiesManagement PIH, 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 Member will request that the Accountant allow Management PIH’s accountants to review the Accountant’s audit and tax work papers. In no event shall the Tax Matters Member have any liability to Management PIH or any Affiliate of Management PIH on account of a refusal of any such request by the Company and whether or not to settle 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 item on the Company’s return and that such Accountant. The Tax Matters Member shall not independently act extend the statute of limitations with respect to tax audits or tax litigation affecting Company matters without the Company, unless previously authorized to do so in writing by consent of the Tax Matters Member, which authorization may not be unreasonably withheld by Tax Matters Memberother Members. If any state or local tax Law provides for a tax matters partner or person having similar rights, powers, authority or obligationsIn addition, the Tax Matters Member shall also serve in such capacitynot, without the consent of Management PIH (not be unreasonably withheld, conditioned or delayed), (i) enter into any settlement agreement that is binding on Management PIH with respect to any Company items allocated to or affecting Management PIH or (ii) file a petition under Section 6226(a) or Section 6228(a) of the Code with respect to any Company items allocated to or affecting Management PIH. In all other cases, The Company shall reimburse the Tax Matters Member shall represent for all unrelated third party costs and expenses, and any other costs and expenses, incurred by it in the Company exercise of the rights and/or the performance of the responsibilities referred to in all tax matters to the extent allowed by applicable Lawthis Section 7.5. The AIG Member Company shall pay, indemnify and indemnify hold harmless the Tax Matters Member againstfrom all unrelated third party claims, any liabilities, costs and all expenses incurred by the Tax Matters Member in such capacity. Such expenses shall includeexpenses, including, without limitation, fees of attorneys and other tax professionals, accountants, appraisers and experts, filing reasonable attorney’s fees and reasonable out-of-pocket court costs. In furtherance , incurred by it in the exercise of the foregoing, rights and/or the performance of the responsibilities referred to in the event the Company is not subject to the consolidated audit rules of Code Sections 6221 through 6234 during any taxable year, the Members hereby agree to sign an election pursuant to Code this Section 6231(a)(1)(B)(ii) to be filed with the Company’s federal income tax return for such taxable year to have such consolidated audit rules apply to the Company7.5.

Tax Matters Member. The AIG Member REIT is hereby designated as the “"Tax Matters Member” and shall serve as " within the tax matters partner (as defined in Code Section 6231meaning of section 6231(a)(7) and is authorized and required to represent the Company in connection with all examinations of the IRC (and any corresponding provisions of state and local law) for the Company’s affairs by tax authorities; provided, including resulting administrative and judicial proceedings. Each Member however, that (other than the FRBNY Membera) agrees that any decisions made and action taken by the in exercising its authority as Tax Matters Member, including without limitations, in connection with audits of the Company and whether or not to settle 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 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. If 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 also serve in such capacity. In all other cases, be limited by the provisions of this Agreement affecting tax aspects of the Company; (b) the Tax Matters Member shall represent consult in good faith with the Board regarding the filing of an administrative adjustment request with respect to the Company in all tax matters before filing such request, it being understood, however, that the provisions hereof shall not be construed to limit the extent allowed by applicable Law. The AIG Member shall payability of any Member, and indemnify including the Tax Matters Member, to file an administrative adjustment request on its own behalf pursuant to section 6227(a) of the IRC; (C) the Tax Matters Member againstshall 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 IRC, any and all expenses incurred by or a petition for judicial review of a final administrative judgment under section 6226 of the IRC relating to the Company before filing such petition; (d) the Tax Matters Member in such capacity. Such expenses shall include, without limitation, fees of attorneys give prompt notice to the Board and other tax professionals, accountants, appraisers to the Members and experts, filing fees and reasonable out-of-pocket costs. In furtherance any notice partners under section 6231 of the foregoing, in IRC of the event receipt of any written notice that the IRS intends to examine or audit Company is not subject to the consolidated audit rules of Code Sections 6221 through 6234 during income tax returns for any taxable year, the Members hereby agree receipt of written notice of the beginning of an administrative proceeding at the Company level relating to sign an election 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 Code Section 6231(a)(1)(B)(ii) 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 be filed with the filing of any tax return by the Company’s federal income tax return ; and (e) the Tax Matters Member shall promptly notify the Board if the Tax Matters Member does not intend to file for such taxable year to have such consolidated audit rules apply judicial review with respect to the Company. Similar provisions shall apply in the case of any audit or examination by a state or local taxing authority.

Tax Matters Member. The AIG Member For taxable years beginning before December 31, 2017, GAHR3 is hereby designated the “Tax Matters Member” and shall serve as the tax matters partner (as defined in Code within the meaning of Section 62316231(a)(7) and is authorized and required to represent the Company in connection with all examinations of the Company’s affairs by tax authoritiesCode and, including resulting administrative and judicial proceedings. Each Member 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 (other than the FRBNY Member) agrees that any decisions made and action taken by the “Tax Matters Member”). In such capacity, including without limitations, in connection with audits GAHR3 shall have all of the Company rights, authority and whether or not to settle or contest any tax matterspower, and 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 subject to all of the item on obligations, of a tax matters partner or partnership representative, as the Company’s return case may be, to the extent provided in the Code 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 MemberTreasury Regulations. If any state or local tax Law law provides for a tax matters partner partner, partnership representative or person Person having similar rights, powers, authority or obligations, the Tax Matters Member GAHR3 shall also serve in such capacity. In all other cases, the Tax Matters Member GAHR3 shall represent the Company in all tax matters to the extent allowed by applicable Lawlaw and to the maximum extent not prohibited by law. The AIG Member shall pay, and indemnify Out-of-pocket expenses reasonably incurred by GAHR3 as the Tax Matters Member against, any and all expenses incurred or in a similar capacity as set forth in this Section 10.04 shall be reimbursed by the Tax Matters Member in such capacityCompany. 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. In furtherance Any decisions made by the Tax Matters Member shall be made in the Tax Matters Member’s reasonable discretion. GAHR3 shall inform the Members of any decision or action GAHR3 takes as the Tax Matters Member. Each Member will cooperate with the Tax Matters Member, including providing any information reasonably requested by the Tax Matters Member in connection with any proceeding, and do or refrain from doing any or all things reasonably requested by the Tax Matters Member with respect to the conduct of any examinations or proceedings involving the Company. Each Member will furnish to the Company all pertinent information in its possession to make any election or computation under the Partnership Tax Audit Rules. A Member’s obligations to comply with the requirements of this Section 10.05 will survive such Member’s ceasing to be a Member of the foregoingCompany and/or the termination, in dissolution, liquidation and winding up of the event Company, and, for purposes of this Section 10.05, the Company is not subject to the consolidated audit rules of Code Sections 6221 through 6234 during any taxable year, the Members hereby agree to sign an election pursuant to Code Section 6231(a)(1)(B)(ii) to will be filed with the Company’s federal income tax return for such taxable year to have such consolidated audit rules apply to the Companytreated as continuing in existence.

Tax Matters Member. The AIG KGH, or such other Member designated by the Board from time to time, is hereby designated 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 shall serve the rights and responsibilities set forth in this Agreement. Notwithstanding the foregoing, in exercising its authority as the tax matters partner Tax Matters Member: (as defined in Code Section 6231i) 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 Member shall give prompt notice to the Members of the Company and whether receipt of any written notice that the Internal Revenue Service or not to settle 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 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. If any state or local taxing authority intends to examine Company income tax Law provides returns for a 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 partner matters, receipt of written notice of the final Company administrative adjustment relating to the Company pursuant to Section 6223 of the 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 pendency of any administrative or person having similar rights, powers, authority judicial proceeding at the Company or obligationsSubsidiary level relating to income tax matters, the Tax Matters Member shall also serve furnish to each Member reports concerning the status of such proceeding at least once annually and more often as necessary to keep each Member reasonably informed of the progress of such proceeding; (iii) unless the issue in such capacity. In all dispute with the Internal Revenue Service or other casestaxing authority would not disproportionately impact Clairvest in relation to the other Members, the Tax Matters Member shall represent not enter into any extension of the Company period of limitations for making assessments on behalf of Clairvest (or any direct or indirect owner thereof) unless approved by Clairvest, (iv) unless the issue in all tax matters dispute with the Internal Revenue Service or other taxing authority would not disproportionately impact Clairvest in relation to the extent allowed by applicable Law. The AIG Member shall payother Members, and indemnify the Tax Matters Member againstshall not bind Clairvest (or any direct or indirect owner thereof) to any settlement agreement in respect of any administrative or judicial proceeding at the Company level relating to federal, any state, or local income tax matters unless approved by Clairvest, and all expenses incurred by (v) the Tax Matters Member in such capacity. Such expenses shall include, without limitation, fees of attorneys and other tax professionals, accountants, appraisers and experts, filing fees and reasonable out-of-pocket costs. In furtherance promptly notify each of the foregoing, in Members if the event Board (or the Tax Matters Member) does not intend to file for judicial review with respect to any final Company is not subject to the consolidated audit rules of Code Sections 6221 through 6234 during any taxable year, the Members hereby agree to sign an election pursuant to Code Section 6231(a)(1)(B)(ii) to be filed with the Company’s federal income tax return for such taxable year to have such consolidated audit rules apply administrative adjustment relating to the Company. Moreover, nothing in this Section 6.3 shall be interpreted to permit the taking of any action (including settling any material legal action) that would otherwise constitute a Unanimous Action without the appropriate consent otherwise required by this Agreement.

Tax Matters Member. The AIG Member is hereby designated Operating Company shall have full power and authority to act for the Company and the Members as “Tax Matters Member,” under Code Section 6231(a)(7), with all the rights and shall serve as the tax matters partner (as defined responsibilities of that position described in Code Sections 6222-32 and to act in any similar capacity under applicable state or local law. The Tax Matters Member shall take such action as may be reasonably necessary to constitute Management Entity a “notice partner” within the meaning of Code Section 62316231(a)(8) and is authorized and required to represent or any similar capacity under applicable state or local law. The Tax Matters Member shall keep the Company in connection with all examinations other Members informed of the Company’s affairs progress of any tax audits or examinations. If requested by tax authoritiesManagement Entity, 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 Member will request that the Accountant allow Management Entity’s accountants to review the Accountant’s audit and tax work papers. In no event shall the Tax Matters Member have any liability to Management Entity or any Affiliate of Management Entity on account of a refusal of any such request by the Company and whether or not to settle 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 item on the Company’s return and that such Accountant. The Tax Matters Member shall not independently act extend the statute of limitations with respect to tax audits or tax litigation affecting Company matters without the Company, unless previously authorized to do so in writing by consent of the Tax Matters Member, which authorization may not be unreasonably withheld by Tax Matters Memberother Members. If any state or local tax Law provides for a tax matters partner or person having similar rights, powers, authority or obligationsIn addition, the Tax Matters Member shall also serve in such capacitynot, without the consent of Management Entity (not be unreasonably withheld, conditioned or delayed), (i) enter into any settlement agreement that is binding on Management Entity with respect to any Company items allocated to or affecting Management Entity or (ii) file a petition under Section 6226(a) or Section 6228(a) of the Code with respect to any Company items allocated to or affecting Management Entity. In all other cases, The Company shall reimburse the Tax Matters Member shall represent for all unrelated third party costs and expenses, and any other costs and expenses, incurred by it in the Company exercise of the rights and/or the performance of the responsibilities referred to in all tax matters to the extent allowed by applicable Lawthis Section 7.5. The AIG Member Company shall pay, indemnify and indemnify hold harmless the Tax Matters Member againstfrom all unrelated third party claims, any liabilities, costs and all expenses incurred by the Tax Matters Member in such capacity. Such expenses shall includeexpenses, including, without limitation, fees of attorneys and other tax professionals, accountants, appraisers and experts, filing reasonable attorney’s fees and reasonable out-of-pocket court costs. In furtherance , incurred by it in the exercise of the foregoingrights and/or the performance of the responsibilities referred to in this Section 7.5. Limited Liability Company Agreement Cxxx Realty Partners, in the event the Company is not subject to the consolidated audit rules of Code Sections 6221 through 6234 during any taxable year, the Members hereby agree to sign an election pursuant to Code Section 6231(a)(1)(B)(ii) to be filed with the Company’s federal income tax return for such taxable year to have such consolidated audit rules apply to the Company.LLC

Tax Matters Member. The AIG Member is hereby designated Company shall not elect, pursuant to ss. 6231(a)(1)(B)(ii) of the “Tax Matters Member” and Code, to have Section 6231(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 partner (as defined in Code Section 6231) and is authorized and required to represent "Tax Matters Member" 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 be entitled to reimbursement for any and all reasonable expenses incurred with respect to any administrative and/or judicial proceedings affecting the Company. The Tax Matters Member shall incur no liability to the other Member(s) to the extent it acts in good faith in connection with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings. Each its role as Tax Matters Member (other than the FRBNY Member) agrees that any decisions made and action taken by or otherwise in connection with the Tax Matters Member, including without limitations, 's activities in connection with audits of representing the Company and whether or not to settle 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 item on the Company’s return and that such Member shall not independently act with respect to tax audits or tax litigation affecting matters, and the Company, unless previously authorized other Member agrees to do so in writing by cooperate with the Tax Matters Member, which authorization may not be unreasonably withheld by Tax Matters Member's efforts to comply with the applicable provisions of the Code and the Treasury Regulations thereunder. If 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 also serve in such capacity. In all other cases, the Tax Matters Member shall represent the The Company in all tax matters (and to the extent allowed by applicable Law. The AIG Member shall paythe Company resources are insufficient therefore, and the other Member(s)) agrees to indemnify the Tax Matters Member against, with respect to any and all expenses incurred by liabilities or costs the Tax Matters Member may incur in such capacity. Such expenses shall include, without limitation, fees of attorneys and other tax professionals, accountants, appraisers and experts, filing fees and reasonable out-of-pocket costs. In furtherance connection with its activity as Tax Matters Member of the foregoingCompany, except in the event case of fraud or willful misconduct of the Company is not subject Tax Matter Member. The Tax Matters Member may resign upon thirty (30) days notice to the consolidated audit rules of Code Sections 6221 through 6234 during any taxable year, the Members hereby agree to sign an election pursuant to Code Section 6231(a)(1)(B)(ii) to be filed with the Company’s federal income tax return for such taxable year to have such consolidated audit rules apply to the Companyother Member(s).

Tax Matters Member. The AIG Member is hereby designated MXUS2 shall be the tax matters partner [Member] of BOX Holdings for purposes of the Code, and shall be entitled to take such actions on behalf of BOX Holdings in any and all proceedings with the 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]. Notwithstanding the foregoing, the Tax Matters Member [MXUS2] shall serve (a) promptly deliver to the other Members copies of any notices, letters or other documents received by it [MXUS2] as the Tax Matters Member [tax matters Member of BOX Holdings], and (b) keep the other Members informed with respect to all matters involving it [MXUS2] as the Tax Matters [tax matters] Member of BOX Holdings [, and (c) consult with the other Members and obtain the approval of the other Members prior to taking any actions as the tax matters partner Member of BOX Holdings]. Each Member shall have the right to participate in any tax audits, controversies and litigations involving BOX Holdings (as defined in Code Section 6231“Tax Claims”) and is authorized and required at its own expense. The Tax Matters Member shall not settle any material Tax Claim without the prior written consent of all Members that may be adversely affected by such settlement, which consent shall not be unreasonably conditioned, delayed or withheld. The Tax Matters [tax matters] Member shall not be entitled to represent the Company 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 examinations of the Company’s affairs third-party costs and expenses incurred 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, it in connection with audits of the Company any such proceeding and whether or not to settle 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 item on the Company’s return and that such Member shall not independently act indemnified by BOX Holdings with respect to tax audits or tax litigation affecting any action brought against it in connection with the Companysettlement of any such proceeding by applying, unless previously authorized to do so in writing by mutatis mutandis, the Tax Matters Member, which authorization may not be unreasonably withheld by Tax Matters Memberprovisions of Article 13. If any state or local tax Law provides for a tax matters partner or person having similar rights, powers, authority or obligationsneeded to have Subchapter C of Chapter 63 of the Code apply to BOX Holdings, the Tax Matters Member shall also serve in such capacity. In all other cases, the Tax Matters Member shall represent the Company in all tax matters to the extent allowed by applicable Law. The AIG Member shall pay, and indemnify the Tax Matters Member against, any and all expenses incurred by the Tax Matters Member in such capacity. Such expenses shall include, without limitation, fees of attorneys and other tax professionals, accountants, appraisers and experts, filing fees and reasonable out-of-pocket costs. In furtherance of the foregoing, in the event the Company is not subject to the consolidated audit rules of Code Sections 6221 through 6234 during any taxable year, the Members hereby agree to sign make an election on behalf of BOX Holdings pursuant to Code Section 6231(a)(1)(B)(ii) to be filed with the Company’s federal income tax return for such taxable year to have such consolidated audit rules apply to the Company).

Tax Matters Member. The AIG Member AcquisitionCo is hereby designated as the initial tax matters partner for the Company within the meaning of Code Section 6231(a)(7) (the “Tax Matters Member” and shall serve ”); provided, however, (i) in exercising its authority as the tax matters 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 and whether or not to settle 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 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. If 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 also serve in be 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 Company before filing such capacity. In all request, it being understood, however, that the provisions hereof will not be construed to limit the ability of any Member to file an administrative adjustment request on its own behalf pursuant to Code Section 6227(a) of the Code; (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 casesthan 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 represent give prompt notice to the Management Committee of the receipt of any written notice that the Internal Revenue Service or any state or local taxing authority intends to examine the Company in all income tax matters returns for any year, the receipt of written notice of the beginning of an administrative proceeding at the Company level relating to the extent allowed by applicable Law. The AIG Member shall payCompany 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 indemnify 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 Company and (v) the Tax Matters Member against, shall not take any and all expenses incurred by action having tax consequences more adverse to any Members than to any other Member without the Tax Matters Member in such capacity. Such expenses shall include, without limitation, fees of attorneys and other tax professionals, accountants, appraisers and experts, filing fees and reasonable out-of-pocket costs. In furtherance prior consent of the foregoing, in the event the Company is more adversely affected Member (such consent not subject to the consolidated audit rules of Code Sections 6221 through 6234 during any taxable year, the Members hereby agree to sign an election pursuant to Code Section 6231(a)(1)(B)(ii) to be filed with the Company’s federal income tax return for such taxable year to have such consolidated audit rules apply to the Companyunreasonably withheld or delayed).