The DirecTV Group (DTV)

LLC by any federal, state, or local tax authorities, including any resulting administrative and judicial proceedings, and to expend funds of the LLC for professional services and costs associated therewith; provided, however, that the Tax Matters Member shall not make any tax election or settle or compromise any tax audit, controversy, litigation or issue without the advice and consent of the Board of Managers.  Each Class A Member shall be designated a “notice partner” as defined in the Code..

8.6.2.                       The Tax Matters Member shall keep all Class A Members fully informed of the progress of any such examination, audit or other proceeding, and any Class A Member with a Percentage Interest of at least 10% of all Percentage Interests held by Class A Members (and any Person that was a Class A Member with a Percentage Interest of at least 10% of all Percentage Interests held by Class A Members in the year to which such examination, audit or other proceeding relates) shall have the right to participate in such examination, audit or other proceeding.  Each Member and former Member agrees to cooperate with the Board of Managers and the Tax Matters Member and to do or refrain from doing any or all things reasonably required by the Board of Managers in connection with the conduct of such proceedings.