TAX MATTERS AGREEMENT

Exhibit 10.2

TAX MATTERS AGREEMENT

BY AND AMONG

CLEAR CHANNEL COMMUNICATIONS, INC.,

CCE SPINCO, INC.

AND

CCE HOLDCO #2, INC.

Dated as of December 21, 2005

TAX MATTERS AGREEMENT

     This Tax Matters Agreement (this “ Agreement ”) is entered into as of December 21, 2005, by and among Clear Channel Communications, Inc., a Texas corporation (“ Distributing ”), CCE Spinco, Inc., a Delaware corporation and a wholly-owned subsidiary of Distributing (“ Controlled ”), and CCE Holdco #2, a Delaware corporation (“ Holdco #2 ”).

Recitals

      Whereas , as of the date hereof, Distributing is the common parent corporation of an affiliated group (as defined in Section 1504 of the Code) of corporations (the “ Distributing Consolidated Group ”) that has elected to file consolidated U.S. federal income tax returns;

      Whereas , the Distributing Consolidated Group has included Controlled, SFX Entertainment, Inc., a Delaware corporation (“ SFXE ”), and their respective direct and indirect eligible domestic Subsidiaries;

      Whereas , prior to the Distribution, Distributing and an unrelated investor will have formed Holdco #2, with (i) Distributing receiving all of the Holdco #2 common stock and all of the Holdco #2 Series B redeemable non-voting preferred stock (the “ Series B Preferred Stock ”) in exchange for Distributing’s contribution to Holdco #2 of all of the outstanding stock of SFXE (the “ SFXE Exchange ”) and (ii) the unrelated investor receiving all of Holdco #2 Series A redeemable voting preferred stock (the “ Series A Preferred Stock ”);

      Whereas , prior to the Distribution, Distributing will contribute all of the common stock of Holdco #2 to Controlled in exchange for common stock of Controlled;

      Whereas , following the SFXE Exchange, SFXE and its eligible domestic direct and indirect Subsidiaries will cease to be members of the Distributing Consolidated Group;

      Whereas , pursuant to a pre-existing binding commitment entered into prior to the SFXE Exchange, Distributing will sell (the “ Sale ”) the Series B Preferred Stock to an unrelated third party investor, and Distributing will recognize a capital loss for U.S. federal income tax and other applicable Tax purposes (the “ SFXE Loss ”);

      Whereas , following the Sale and prior to the Distribution, Controlled will contribute the Holdco #2 common stock to one of its wholly-owned Subsidiaries (the “ Holdco #2 Contribution ”);

      Whereas , Distributing and Controlled have entered into the Distribution Agreement setting forth the corporate transactions pursuant to which Distributing will distribute all of the outstanding shares of common stock of Controlled to Distributing’s stockholders in a transaction intended to qualify as a tax-free distribution under Section 355 and Section 368(a)(1)(D) of the Code;

      Whereas , as a result the Distribution, Controlled and its direct and indirect eligible domestic Subsidiaries will cease to be members of the Distributing Consolidated Group;

      Whereas , following the SFXE Exchange, Holdco #2 will be a common parent corporation of an affiliated group of corporations, including SFXE and its direct and indirect eligible domestic Subsidiaries, which will elect to file consolidated U.S. federal income tax returns (the “ Holdco #2 Consolidated Group ”), and following the Distribution, Controlled will be the common parent corporation of an affiliated group of corporations, including its direct and indirect eligible domestic Subsidiaries, but excluding any member of the Holdco #2 Consolidated Group, which will elect to file consolidated U.S. federal income tax returns; and

      Whereas , in contemplation of the SFXE Exchange and the Distribution, the Companies desire to enter into this Agreement to provide for the allocation among them of the liabilities for Taxes arising prior to, as a result of and subsequent to the SFXE Exchange and the Distribution, and to provide for and agree upon other matters relating to Taxes;

Agreements

      Now, Therefore , in consideration of the mutual agreements contained herein, the Companies hereby agree as follows:

Section 1. Definition and Construction .

     Section 1.1. Definitions of Capitalized Terms .

     For purposes of this Agreement (including the recitals hereof), the following capitalized terms shall have the meanings set forth below:

     “ Accounting Cutoff Date ” means, with respect to Controlled, any date as of the end of which there is a closing of its financial accounting records.

     “ Additional Tax ” means:

     “ Adjustment Request ” means any formal or informal claim or request filed with any Tax Authority, or with any administrative agency or court, for the adjustment, refund or credit of Taxes, including (i) any amended Tax Return claiming adjustment to the Taxes as reported on the Tax Return or, if applicable, as previously adjusted, or (ii) any claim for refund or credit of Taxes previously paid.

     “ Affiliate ” means any Person that directly or indirectly is “controlled” by the other Person in question. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. Except as otherwise provided herein, the term Affiliate shall refer to Affiliates of a Person as determined after the Distribution.

     “ Agreement ” shall have the meaning provided in the preamble.

     “ AMG Broadcasting Business ” means the AMG Broadcasting Business as that term is defined in the Ruling Request.

     “ Carryback Item ” means any net operating loss, net capital loss, excess tax credit or other similar Tax item which may or must be carried from one Tax Period to another Tax Period under the Code or other applicable Tax Law.

     “ CCB Group ” means Clear Channel Broadcasting Inc., a Nevada corporation, and its Subsidiaries as of the time of the Distribution. For purposes of clarification, the term “ CCB Group ” shall not include any member of either the Controlled Group or the CCO Group.

     “ CCB International Assets ” means those assets located outside the United States and equity interests in foreign Entities that were held by Distributing and its Subsidiaries (including the members of the Controlled Group, the CCB Group and the CCO Group) before the International Restructuring and are held by the CCB Group after the International Restructuring.

     “ CCO Group ” shall mean Clear Channel Outdoor Holdings, Inc., a Delaware corporation, and its Subsidiaries as of the time of the Distribution. For purposes of clarification, the term “ CCO Group ” shall not include any member of either the Controlled Group or the CCB Group.

     “ CCO International Assets ” means those assets located outside the United States and equity interests in foreign Entities that were held by Distributing and its Subsidiaries (including the members of the Controlled Group, the CCB Group and the CCO Group) before the International Restructuring and are held by the CCO Group after the International Restructuring.

     “ Code ” means the Internal Revenue Code of 1986, as amended, or any successor law.

     “ Combined Tax Return ” means, with respect to any Tax, a Tax Return that is filed on a consolidated, combined or unitary basis and includes at least one Distributing Group Member and at least one Controlled Group Member.

     “ Companies ” means Distributing, Controlled and Holdco #2, collectively, and “ Company ” means, as the context requires, any one of Distributing , Controlled or Holdco #2.

     “ Controlled Filed Returns ” shall have the meaning provided in Section 4.2 .

     “ Controlled Group ” means, collectively, Controlled and its direct and indirect Subsidiaries, including the members of the Holdco #2 Consolidated Group.

     “ Controlled Group Member ” means, individually, each member of the Controlled Group, and the term “ Controlled Group Members ” means, collectively, as the context requires, all or less than all of the members of the Controlled Group.

     “ Controlled Indemnitees ” shall have the meaning provided in Section 2.1(b) .

     “ Controlled International Assets ” means those assets located outside the United States and equity interests in foreign Entities that were held by Distributing and its Subsidiaries (including the members of the Controlled Group, the CCB Group and the CCO Group) before the International Restructuring and are held by the Controlled Group after the International Restructuring.

     “ Controlled Separate Return ” means a Tax Return that includes one or more Controlled Group Members and does not include any Distributing Group Member, including any such Tax Return filed for Federal Income Tax purposes by an affiliated group (as defined in Section 1504 of the Code) of corporations the common parent of which is a Controlled Group Member or any other corporation that is not a Distributing Group Member.

     “ Controlled’s Allocated Tax Liability ” shall have the meaning provided in Section 5.1(a) .

     “ Controlled’s Cumulative Tax Payment ” shall have the meaning provided in Section 5.1(a) .

     “ Controlled’s Redetermined Allocated Tax Liability ” shall have the meaning provided in Section 5.1(c)(1) .

     “ Controlling Company ” shall have the meaning provided in Section 7.2(a) .

     “ Deconsolidation Date ” means, with respect to each Controlled Group Member, the date of an applicable Deconsolidation Event.

     “ Deconsolidation Event ” means (i) with respect to each Controlled Group Member that is included in the Distributing Consolidated Group for Federal Income Tax purposes as of the date hereof, any event or transaction occurring after the date hereof, including the Distribution and the SFXE Exchange, that causes such Controlled Group Member to no longer be eligible to be included in the Distributing Consolidated Group for Federal Income Tax purposes; (ii) with respect to each Controlled Group Member that is not eligible to be included in the Distributing Consolidated Group for Federal Income Tax purposes as of the date hereof because it is not an “includible corporation” as defined in Section 1504(b) of the Code, any event or transaction occurring after the date hereof, including the Distribution and the SFXE Exchange, that would cause such Controlled Group Member to no longer be eligible to be included in the Distributing Consolidated Group for Federal Income Tax purposes if such Controlled Group Member were an “includible corporation” as defined in Section 1504(b) of the Code; and (iii) with respect to Holdco #2, the date of its incorporation under the laws of the State of Delaware.

     “ Default Rate ” means a rate of interest equal to the underpayment rate provided in Section 6621(c) of the Code, determined as of the date any applicable payment required to be made under this Agreement is due.

     “ Distributing Filed Returns ” shall have the meaning provided in Section 4.1(a) .

     “ Distributing Consolidated Group ” shall have the meaning provided in the recitals to this Agreement.

     “ Distributing Group ” means, collectively, Distributing and its direct and indirect Subsidiaries, including Clear Channel Worldwide Holdings, Inc., a Delaware corporation, but excluding any Controlled Group Member.

     “ Distributing Group Member ” means, individually, each member of the Distributing Group, and the term “ Distributing Group Members ” means, collectively, as the context requires, all or less than all of the members of the Distributing Group.

     “ Distributing Indemnitees ” shall have the meaning provided in Section 2.1(a) .

     “ Distributing Separate Return ” means, with respect to any Tax, a Tax Return that includes only Distributing Group Members.

     “ Distributing’s Allocated Tax Liability ” shall have the meaning provided in Section 5.1(b) .

     “ Distributing’s Cumulative Tax Payment ” shall have the meaning provided in Section 5.1(b) .

     “ Distributing’s Redetermined Allocated Tax Liability ” shall have the meaning provided in Section 5.1(c)(2) .

     “ Distribution ” means the distribution to Distributing stockholders on the Distribution Date of all of the outstanding stock of Controlled owned by Distributing.

     “ Distribution Agreement ” means that certain Master Separation and Distribution Agreement dated December 20, 2005, as amended from time to time, between Distributing and Controlled setting forth the corporate transactions required to effect the distribution to the Distributing stockholders of the outstanding stock of Controlled, and to which this Agreement is attached as an exhibit.

     “ Distribution Date ” means the Distribution Date as that term is defined in the Distribution Agreement.

     “ Distribution Taxes ” means (i) any Taxes, calculated without regard to any Tax Assets of the Distributing Group, imposed on any Distributing Group Member resulting from, or arising in connection with the failure of the Distribution to be tax-free to such Distributing Group Member under the Code, including any Tax resulting from the failure of the Distribution to qualify under Section 355 and Section 368(a)(1)(D) of the Code or the application of Section 355(d) or Section 355(e) of the Code to the Distribution or corresponding provisions of other Tax Laws, and (ii) any and all Losses relating to or arising from claims or lawsuits by stockholders of Distributing resulting from the failure of the Distribution to be tax-free to such stockholders under the Code or corresponding provisions of other applicable Tax Law.

     “ Entertainment Assets ” means the Entertainment Assets as that term is defined in the Distribution Agreement.

     “ Entity ” means a partnership (whether general or limited), a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or any other entity, without regard to whether it is treated as a disregarded entity for U.S. federal tax purposes.

     “ Federal Income Tax ” means any Tax imposed by Subtitle A or F of the Code.

     “ Final Determination ” means the final resolution of liability for any Tax, which resolution may be for a specific issue or adjustment or for a Taxable Period, (a) by IRS Form 870 or 870-AD (or any successor forms thereto), on the date of acceptance by or on behalf of the Controlling Company, or by a comparable form under the Tax Laws of a state, local or foreign taxing jurisdiction, except that a Form 870 or 870-AD or comparable form shall not constitute a Final Determination to the extent that it reserves (whether by its terms or by operation of law) the right of the Controlling Company to file a claim for refund or the right of the Tax Authority

to assert a further deficiency in respect of such issue or adjustment or for such Taxable Period (as the case may be); (b) by a decision, judgment, decree, or other order by a court of competent jurisdiction, which has become final and unappealable; (c) by a closing agreement or accepted offer in compromise under Sections 7121 or 7122 of the Code, or a comparable agreement under the Tax Laws of a state, local or foreign taxing jurisdiction; (d) by any allowance of a refund or credit in respect of an overpayment of Tax, but only after the expiration of all periods during which such refund may be recovered (including by way of offset) by the jurisdiction imposing such Tax; (e) by a final settlement resulting from a treaty-based competent authority determination; or (f) by any other final disposition, including by reason of the expiration of the applicable statute of limitations.

     “ Foreign Income Tax ” means any Tax imposed by any foreign country or any possession of the United States, or by any political subdivision of any foreign country or United States possession, which is an income tax as defined in Treasury Regulations Section 1.901-2.

     “ Group ” means the Distributing Group or the Controlled Group, as the context requires, and the term “ Groups ” means the Distributing Group and the Controlled Group.

     “ Group Member ” means any Distributing Group Member or any Controlled Group Member.

     “ Holdco #2 Consolidated Group ” shall have the meaning provided in the recitals.

     “ Holdco #2 Contribution ” shall have the meaning provided in the recitals.

     “ Income Tax ” means each of any Federal Income Tax, State Income Tax or Foreign Income Tax, as the context requires.

     “ Indemnification Expenses ” shall have the meaning provided in Section 7.3 .

     “ Indemnified Company ” means (i) Distributing, in cases where it is entitled to be indemnified for Losses by Controlled and Holdco #2 under this Agreement, and (ii) Controlled, in cases where it is entitled to be indemnified for Losses by Distributing under this Agreement.

     “ Indemnifying Company ” means (i) Distributing, in cases where it is obligated to indemnify Controlled for Losses under this Agreement, and (ii) Controlled and Holdco #2, in cases where they are obligated to indemnify Distributing for Losses under this Agreement.

     “ Independent Firm ” means a recognized law or accounting firm; provided , however , that such term shall not include any accounting firm that performs or has preformed audit services with respect to Distributing or Controlled.

     “ IRS ” means the Internal Revenue Service.

     “ International Assets ” means, collectively, the CCB International Assets, the Controlled International Assets and the CCO International Assets.

     “ International Officer’s Certificates ” means the letters executed by officers of Distributing and Controlled provided to either Skadden, Arps, Slate, Meagher & Flom LLP or Ernst & Young, in connection with the International Tax Opinions.

     “ International Restructuring ” means the restructuring by Distributing of the International Assets to cause the CCB International Assets to be held by CCB Group, the CCE International Assets to the held by Controlled Group and the CCO International Assets to be held by the CCO Group.

     “ International Restructuring Taxes ” means any and all Taxes imposed on or attributable to any Group Member that arise from or are attributable to such Group Member’s distribution, transfer, assignment, other disposition, receipt, purchase or other acquisition of International Assets pursuant to the International Restructuring, however effected.

     “ International Tax Opinions ” means each of the opinions of Skadden, Arps, Slate, Meagher & Flom LLP and Ernst & Young, addressing certain U.S. federal income tax consequences of the International Restructuring.

     “ Joint Taxes ” shall have the meaning provided in Section 5.1 .

     “ Letter Ruling ” means the rulings by the IRS delivered to Distributing in connection with the Distribution.

     “ Loss ” means any loss, cost, fine, penalty, fee, damage, obligation, liability, payment in settlement, Tax or other expense of any kind, including reasonable attorneys’ fees and costs, but excluding any consequential, special, punitive or exemplary damages.

     “ Officer’s Certificate ” means the letters executed by officers of Distributing and Controlled provided to Skadden, Arps, Slate, Meagher & Flom LLP, in connection with the Tax Opinion.

     “ Other Tax ” means any Tax that is not an Income Tax, including any value added tax, any real or personal property Tax, any flat minimum dollar Tax, any withholding Tax or any capital duty tax.

     “ Payment Date ” means (i) with respect to any Federal Income Tax, each of the due date for any required installment of estimated taxes determined under Section 6655 of the Code, the due date (determined without regard to extensions) for filing any Tax Return determined under Section 6072 of the Code and the date any Tax Return is filed, and (ii) with respect to any other Tax, the corresponding dates determined under the applicable Tax Law.

     “ Payment Period ” shall have the meaning provided in Section 5.5 .

     “ Person ” means an individual, any Entity or a governmental entity or any department, agency or political subdivision thereof.

     “ Post-Deconsolidation Events ” shall have the meaning provided in Section 2.6(c) .

     “ Post-Deconsolidation Period ” means, with respect to any Income Tax, any Tax Period beginning after an applicable Deconsolidation Date, and, in the case of any Straddle Period, the portion of such Straddle Period beginning on the day after the applicable Deconsolidation Date.

     “ Pre-Deconsolidation Period ” means, with respect to any Income Tax, any Tax Period ending on or before the applicable Deconsolidation Date, and, in the case of any Straddle Period, the portion of such Straddle Period ending on and including the applicable Deconsolidation Date.

     “ Prior Tax Allocation Agreements ” means any written or oral agreement or any other arrangements relating to allocation of Taxes existing between or among any Distributing Group Member and any Controlled Group Member as of the Distribution Date (other than this Agreement).

     “ Reimbursement Statement ” shall have the meaning provided in Section 7.3 .

     “ Ruling\Opinion Documents ” means the Ruling Request, the Letter Ruling, the Officer’s Certificate and the Tax Opinion, including any and all any amendments and supplements to the foregoing.

     “ Ruling Request ” means the letter filed by Distributing with the IRS requesting a ruling from the IRS regarding certain U.S. federal income tax consequences of the Transactions (including all attachments, exhibits and other materials submitted with such ruling request letter) and any amendment or supplement to such ruling request letter.

     “ Sale ” shall have the meaning provided in the recitals to this Agreement.

     “ Separate Company Tax ” means any Tax computed by reference to the assets and activities of a member or members of a single Group.

     “ Series A Preferred Stock ” shall have the meaning provided in the recitals.

     “ Series B Preferred Stock ” shall have the meaning provided in the recitals.

     “ SFXE Loss ” shall have the meaning provided in the recitals.

     “ Straddle Period ” means any Tax Period that begins on or before and ends after any applicable Deconsolidation Date.

     “ State Income Tax ” means any Tax imposed by any state of the United States, the District of Columbia or any political subdivision of the foregoing, which is imposed on or measured, in whole or in part, by income, capital or net worth or a taxable base in the nature of income, capital or net worth, including franchise Taxes based on such factors.

     “ Subsidiary ” means, with respect to any Person, each Entity that such Person directly or indirectly owns, beneficially or of record (i) an amount of voting securities of other interests in such Entity that is sufficient to enable such Person to elect at least a majority of the members of such Entity’s board of directors or other governing body or (ii) at least 50% of the outstanding equity or financial interests of such Entity.

     “ Tax ” or “ Taxes ” means any income, gross income, gross receipts, profits, capital stock, capital duty, franchise, withholding, payroll, social security, workers compensation, unemployment, disability, property, ad valorem, stamp, excise, severance, occupation, service, sales, use, license, lease, transfer, import, export, value added, alternative minimum, estimated or other similar tax (including any fee, assessment, or other charge in the nature of or in lieu of any tax) imposed by any governmental entity or political subdivision thereof, and any interest, penalties, additions to tax or additional amounts in respect of the foregoing.

     “ Tax Asset ” means any Tax Item that has accrued for Tax purposes, but has not been used during a Taxable Period, and that could reduce a Tax in another Taxable Period, including a net operating loss, net capital loss, investment tax credit, foreign tax credit, research and experimentation credit, charitable deduction or credit related to alternative minimum tax or any other Tax credit.

     “ Tax Authority ” means, with respect to any Tax, the governmental entity or political subdivision thereof that imposes such Tax, and the agency (if any) charged with the collection of such Tax for such governmental entity or political subdivision, including the IRS.

     “ Tax Benefit ” means any refund, credit or other reduction in otherwise required Tax payments (including any reduction in estimated Tax payments).

     “ Tax Contest ” means an audit, review, examination or any other administrative or judicial proceeding with the purpose or effect of redetermining Taxes of any member of any Group (including any administrative or judicial review of any claim for refund) for any Tax Period.

     “ Tax Detriment ” means an increase in the Tax liability of any Group Member for any Taxable Period or a decrease in a Tax Asset of any Group Member. Except as otherwise provided in this Agreement, a Tax Detriment shall be deemed to have been realized from a Tax Item in a Taxable Period only if and to the extent that the Tax liability of the Group Member for such Tax Period, after taking into account the effect of the Tax Item on the Tax liability of such Group Member in the current Tax Period and all prior Tax Periods, is more than it would have been if such Tax liability were determined without regard to such Tax Item.

     “ Tax Item ” means, with respect to any Tax, any item of income, gain, loss, deduction or credit, or other attribute that may have the effect of increasing or decreasing any Tax.

     “ Tax Law ” means the law of any governmental entity or political subdivision thereof relating to any Tax, including the Code.

     “ Tax Opinion ” means the opinion of Skadden, Arps, Slate, Meagher & Flom LLP, addressing certain U.S. federal income tax consequences of the Distribution under Sections 368 and 355 of the Code.

     “ Tax Period ” means, with respect to any Tax, the period for which the Tax is reported as provided under the Code or other applicable Tax Law.

     “ Tax Records ” means Tax Returns, Tax Return workpapers, documentation relating to any Tax Contests and any other books of account or records required to be maintained under the Code or other applicable Tax Laws or under any record retention agreement with any Tax Authority.

     “ Tax Return ” means any report of Taxes due, any claims for refund of Taxes paid, any information return with respect to Taxes or any other similar report, statement, declaration or document required to be filed under the Code or other Tax Law, including any attachments, exhibits or other materials submitted with any of the foregoing, and including any amendments or supplements to any of the foregoing.

     “ Theater Business ” means the Theater Business as that term is defined in the Ruling Request.

     “ Transactions ” means the transactions contemplated by the Distribution Agreement.

      Treasury Regulations ” means the regulations promulgated from time to time under the Code as in effect for the relevant Tax Period.

     Other capitalized terms defined elsewhere in this Agreement shall have the meanings given them.

     Section 1.2. Construction .

     Unless the context otherwise requires: (i) references to a Section (other than in connection with the Code or the Treasury Regulations) refer to a section of this Agreement; (ii) the word “including” shall mean “including, but not limited to”; and (iii) words used in the singular shall also denote the plural, and words used in the plural shall also denote the singular. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 2. Indemnification; Allocation of Responsibility for Taxes .

     Section 2.1. Indemnification .

     Distributing shall indemnify Controlled, each other Controlled Group Member and their respective directors, officers and employees (collectively, the “ Distributing Indemnitees ”), and hold them harmless from and against any and all Losses that arise from or are attributable to:

     (1) any and all Taxes that are specifically allocated to or the responsibility of Distributing under this Agreement;

     (2) any failure by Distributing to make a payment required by this Agreement to Controlled when due; and

     (3) any breach or nonperformance by Distributing of any of its representations, warranties or covenants contained in this Agreement.

     Controlled and Holdco #2 shall, jointly and severally, indemnify Distributing, each other Distributing Group Member and their respective directors, officers and employees (collectively, the “ Controlled Indemnitees ”), and hold them harmless from and against any and all Losses that arise from or are attributable to:

     (1) any and all Taxes that are specifically allocated to or the responsibility of Controlled under this Agreement;

     (2) any failure by Controlled to make a payment required by this Agreement to Distributing when due; and

     (3) any breach or nonperformance by Controlled of any of its representations, warranties or covenants contained in this Agreement.

     Section 2.2. Allocation of Federal Income Taxes .

     Except as provided in Section 2.6 , the responsibility for Federal Income Taxes imposed on or attributable to any Group Member shall be allocated between Distributing and Controlled as follows:

     Distributing shall be responsible for any and all Federal Income Taxes, including any adjustment to such Federal Income Taxes as a result of a Final Determination, to the extent such Federal Income Taxes are imposed on or are attributable to (i) any Distributing Group Member with respect to any Tax Period and (ii) any Controlled Group Member with respect to any Pre-Deconsolidation Period applicable to such Controlled Group Member.

     Controlled shall be responsible for any and all Federal Income Taxes, including any adjustment to such Federal Income Taxes as a result of a Final Determination, that are imposed on or are attributable to any Controlled Group Member with respect to any Post-Deconsolidation Period applicable to such Controlled Group Member.

     Section 2.3. Allocation of State Income Taxes .

     Except as provided in Section 2.6 , the responsibility for any and all State Income Taxes imposed on or attributable to any Group Member shall be allocated between Distributing and Controlled as follows:

     Distributing shall be responsible for any and all State Income Taxes, including any adjustment to such State Income Taxes as a result of a Final Determination, to the extent such State Income Taxes are imposed on or are attributable to (i) any Distributing Group Member with respect to any Tax Period and (ii) any Controlled Group Member with respect to any Pre-Deconsolidation Period applicable to such Controlled Group Member.