Limited Liability Company Agreement

　　(c) all elections permitted to be made by the company under federal or state laws shall be made by the manager in its sole discretion; provided, however, that the manager shall make any tax election requested by members owning a majority interest.

　　9.12 tax matters partner.

　　(a) fff is hereby designated the tax matters partner ('tmp') as defined in section 6231(a)(7) of the code. the tmp and the other members shall use their reasonable efforts to comply with the responsibilities outlined in sections 6221 through 6233 of the code (including any regulations promulgated thereunder), and in doing so shall incur no liability to any other member.

　　(b) except as expressly authorized by this agreement, the tmp shall not make any decision or take any action without the prior authorization of members holding a majority interest.

　　(c) the tmp shall cause the hhh partners to be treated as 'notice partners' within the meaning of section 6231(a)(8) of the code. the tmp shall notify the hhh partners regarding, and the hhh partners shall have the right to participate in, (i) any administrative or judicial proceeding relating to the determination of partnership items at the company level, and (ii) any discussions with the internal revenue service relating to any member related tax matters. in addition, the tmp shall provide the hhh partners, if they so request, with copies of notices, correspondence, work papers, documents or such other relevant tax related information as such member reasonably may request. the tmp shall from time to time upon request of an och ziff partner confer, and cause the company accountants and tax attorneys to confer, with such hhh partner and its attorneys and accountants on any matters relating to a company tax item, return or election. the tmp and the hhh partners shall attempt in good faith to agree upon (i) the filing of any amended income tax returns, (ii) any proposed extension of the statute of limitations, (iii) the initiation and conduct of any administrative or judicial contest of any disputed issue with the irs and (iv) any proposed settlement or compromise of any disputed issue.

　　(d) subject to section 9.12(c), the tmp shall not, except with the prior approval of members holding a majority interest, (i) initiate any action or proceeding or file any pleading, (ii) compromise or settle any issue, (iii) extend any statute of limitations, or (iv) take any action contemplated by sections 6222 through 6232 of the code. notwithstanding the foregoing, the tmp shall not without the prior written approval of the hhh partners enter into a settlement agreement which binds the hhh partners pursuant to section 6224(c)(3) of the code. the hhh partners shall have the maximum rights permitted by law to elect not to be bound by the tmp in any administrative or judicial matter and, at the request of the hhh partners, the tmp shall cooperate fully with the hhh partners in making any such election.