PURSUANT HERETO.
C.
EACH INDEMNITY PAYMENT TO BE MADE TO THE ASSOCIATE PURSUANT TO
THIS ARTICLE SECOND SHALL BE PAYABLE WITHIN FIFTEEN (15) BUSINESS DAYS OF
DELIVERY OF A WRITTEN REQUEST (A "REQUEST") FOR SUCH PAYMENT TO THE CORPORATION
(WHICH REQUEST MAY BE MADE PRIOR TO THE TIME THE ASSOCIATE IS REQUIRED TO FILE A
TAX RETURN SHOWING A LIABILITY FOR AN EXCISE TAX OR OTHER TAX) BUT, IN ANY
EVENT, SUCH REQUEST SHALL BE MADE AT LEAST 15 DAYS PRIOR TO (I) THE END OF THE
ASSOCIATE'S TAXABLE YEAR FOLLOWING THE ASSOCIATE'S TAXABLE YEAR IN WHICH AN
EXCISE TAX IS REMITTED TO A TAXING AUTHORITY, OR (II) IN THE EVENT THAT NO
EXCISE TAX IS REMITTED, THE END OF THE ASSOCIATE'S TAXABLE YEAR FOLLOWING THE
ASSOCIATE'S TAXABLE YEAR IN WHICH AN AUDIT IS COMPLETED OR THERE IS A
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FINAL AND NON-APPEALABLE SETTLEMENT OR OTHER RESOLUTION OF THE LITIGATION.
A
REQUEST SHALL SET FORTH THE AMOUNT OF THE INDEMNITY PAYMENT DUE TO THE ASSOCIATE
AND THE MANNER IN WHICH SUCH AMOUNT WAS CALCULATED, AND THE ASSOCIATE SHALL
THEREAFTER SUBMIT SUCH OTHER EVIDENCE OF THE INDEMNITY TO WHICH THE ASSOCIATE IS
ENTITLED AS THE CORPORATION SHALL REASONABLY REQUEST.
ALL SUCH INFORMATION
SHALL, IF THE CORPORATION SHALL REQUEST, BE SET FORTH IN A STATEMENT SIGNED BY A
NATIONALLY RECOGNIZED ACCOUNTING FIRM OR A PARTNER THEREOF AND THE CORPORATION
SHALL PAY ALL FEES AND EXPENSES OF SUCH ACCOUNTING FIRM INCURRED IN THE
PREPARATION THEREOF.
D.
THE ASSOCIATE AGREES TO NOTIFY THE CORPORATION (A) WITHIN FIFTEEN
(15) BUSINESS DAYS OF BEING INFORMED BY A REPRESENTATIVE OF THE INTERNAL REVENUE
SERVICE (THE "SERVICE") OR ANY STATE OR LOCAL TAXING AUTHORITY THAT THE SERVICE
OR SUCH AUTHORITY INTENDS TO ASSERT THAT AN EXCISE TAX IS OR MAY BE PAYABLE, (B)
WITHIN FIFTEEN (15) BUSINESS DAYS OF THE ASSOCIATE'S RECEIPT OF A REVENUE
AGENT'S REPORT (OR SIMILAR DOCUMENT) NOTIFYING THE ASSOCIATE THAT AN EXCISE TAX
MAY BE IMPOSED AND (C) WITHIN FIFTEEN (15) BUSINESS DAYS OF THE ASSOCIATE'S
RECEIPT OF A NOTICE OF DEFICIENCY UNDER SECTION 6212 OF THE CODE OR SIMILAR
PROVISION UNDER STATE OR LOCAL LAW WHICH IS BASED IN WHOLE OR IN PART UPON AN
EXCISE TAX AND/OR A PAYMENT MADE TO THE ASSOCIATE PURSUANT TO THIS ARTICLE
SECOND.
E.
AFTER RECEIVING ANY OF THE AFOREMENTIONED NOTICES, AND SUBJECT TO
THE ASSOCIATE'S RIGHT TO CONTROL ANY AND ALL ADMINISTRATIVE AND JUDICIAL
PROCEEDINGS WITH RESPECT TO, OR ARISING OUT OF, THE EXAMINATION OR THE
ASSOCIATE'S TAX RETURNS, EXCEPT AS SUCH PROCEEDINGS RELATE TO AN EXCISE TAX, THE
CORPORATION SHALL HAVE THE RIGHT (A) TO EXAMINE ALL RECORDS, FILES AND OTHER
INFORMATION AND DOCUMENTATION IN THE ASSOCIATE'S POSSESSION OR UNDER THE
ASSOCIATE'S CONTROL, (B) TO BE PRESENT AND TO PARTICIPATE, TO THE EXTENT
DESIRED, IN ALL ADMINISTRATIVE AND JUDICIAL PROCEEDINGS WITH RESPECT TO AN
EXCISE TAX, INCLUDING THE RIGHT TO APPEAR AND ACT FOR THE ASSOCIATE
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AT SUCH PROCEEDINGS IN RESISTING ANY CONTENTIONS MADE BY THE SERVICE OR A STATE
OR LOCAL