Common use of Authority of Tax Matters Partner Clause in Contracts

Authority of Tax Matters Partner. The Tax Matters Partner is hereby authorized, but not required: (a) To enter into any settlement with the Internal Revenue Service or the Secretary with respect to any tax audit or judicial review, in which agreement the Tax Matters Partner may expressly state that such agreement shall bind the other Members, except that such settlement agreement shall not bind any Member who (within the time prescribed pursuant to the Code and Treasury Regulations thereunder) files a statement with the Secretary providing that the Tax Matters Partner shall not have the authority to enter into a settlement agreement on behalf of such Member; (b) In the event that a notice of a final administrative adjustment at the Company level of any item required to be taken into account by a Member for tax purposes (a “final” adjustment”) is mailed to the Tax Matters Partner, to seek judicial review of such final adjustment, including the filing of a petition for readjustment with the Tax Court, the District Court of the United States for the district in which the Company’s principal place of business is located, or the United States Court of Claims; (c) To intervene in any action brought by any other Member for judicial review of a final adjustment; (d) To file a request for an administrative adjustment with the Secretary at any time and, if any part of such request is not allowed by the Secretary, to file a petition for judicial review with respect to such request; (e) To enter into an agreement with the Internal Revenue Service to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Member for tax purposes, or an item affected by such item; (f) To take any other action on behalf of the Members or the Company in connection with any administrative or judicial tax proceeding to the extent permitted by applicable law or regulations; and (g) To retain attorneys and accountants on an as-needed basis under such terms and conditions as determined solely by the Tax Matters Partner.

Authority of Tax Matters Partner. The Tax Matters Partner is hereby authorized, but not required: (a) To enter into any settlement with the Internal Revenue Service or the Secretary of the Internal Revenue Service with respect to any tax audit or judicial review, in which agreement the Tax Matters Partner may expressly state that such agreement shall bind the other Members, except that such settlement agreement shall not bind any Member who (within the time prescribed pursuant to the Code and Treasury Regulations thereunder) files a statement with the Secretary of the Internal Revenue Service providing that the Tax Matters Partner shall not have the authority to enter into a settlement agreement on behalf of such Member; (b) In the event that a notice of a final administrative adjustment at the Company level of any item required to be taken into account by a Member for tax purposes (a “final” adjustment”) is mailed to the Tax Matters Partner, to seek judicial review of such final adjustment, including the filing of a petition for readjustment with the Tax Court, the District Court of the United States for the district in which the Company’s principal place of business is located, or the United States Court of Claims; (c) To intervene in any action brought by any other Member for judicial review of a final adjustment; (d) To file a request for an administrative adjustment with the Secretary at any time and, if any part of such request is not allowed by the Secretary, to file a petition for judicial review with respect to such request; (e) To enter into an agreement with the Internal Revenue Service to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Member for tax purposes, or an item affected by such item; (f) To take any other action on behalf of the Members or the Company in connection with any administrative or judicial tax proceeding to the extent permitted by applicable law or regulations; and (g) To retain attorneys and accountants on an as-needed basis under such terms and conditions as determined solely by the Tax Matters Partner.

Authority of Tax Matters Partner. The Tax Matters Partner tax matters partner is hereby authorized, but not required: (a1) To to enter into any settlement with the Internal Revenue Service or the Secretary IRS with respect to any tax audit administrative or judicial proceedings for the adjustment of Partnership items required to be taken into account by a Partner for income tax purposes (such administrative proceedings being referred to as a "tax audit" and such judicial proceedings being referred to as "judicial review"), and in which the settlement agreement the Tax Matters Partner tax matters partner may expressly state that such agreement shall bind the other Membersall Partners, except that such settlement agreement shall not bind any Member Partner (i) who (within the time prescribed pursuant to the Code and Treasury Regulations thereunderRegulations) files a statement with the Secretary IRS providing that the Tax Matters Partner tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such MemberPartner or (ii) who is a "notice partner" (as defined in Code Section 6231) or a member of a "notice group" (as defined in Code Section 6223(b)(2)); (b2) In in the event that a notice of a final administrative adjustment at the Company Partnership level of any item required to be taken into account by a Member Partner for tax purposes (a “final” "final adjustment”") is mailed or otherwise delivered to the Tax Matters Partnertax matters partner, to seek judicial review of such final adjustment, including the filing of a petition for readjustment with the United States Tax Court or the United States Claims Court, or the filing of a complaint for refund with the District Court of the United States for the district in which the Company’s Partnership's principal place of business is located, or the United States Court of Claims; (c3) To to intervene in any action brought by any other Member Partner for judicial review of a final adjustment; (d4) To to file a request for an administrative adjustment with the Secretary IRS at any time and, if any part of such request is not allowed by the SecretaryIRS, to file a petition an appropriate pleading (petition, complaint or other document) for judicial review with respect to such request; (e5) To to enter into an agreement with the Internal Revenue Service IRS to extend the period for assessing any tax which that is attributable to any item required to be taken into account by a Member Partner for tax purposes, or an item affected by such item;; and (f6) To to take any other action on behalf of the Members or the Company Partners in connection with any administrative tax audit or judicial tax review proceeding to the extent permitted by applicable law or regulations; and (g) To retain attorneys . The taking of any action and accountants on an as-needed basis under such terms and conditions as determined solely the incurring of any expense by the Tax Matters Partnertax matters partner in connection with any such proceeding, except to the extent required by law, is a matter in the sole and absolute discretion of the tax matters partner and the provisions relating to indemnification of the General Partner set forth in Section 7.7 shall be fully applicable to the tax matters partner in its capacity as such.

Authority of Tax Matters Partner. The Tax Matters Partner is hereby authorized, but not required: (a) To enter into any settlement with the Internal Revenue Service or the Secretary of the Internal Revenue Service with respect to any tax audit or judicial review, in which agreement the Tax Matters Partner may expressly state that such agreement shall bind the other Members, except that such settlement agreement shall not bind any Member who (within the time prescribed pursuant to the Code and Treasury Regulations thereunder) files a statement with the Secretary of the Internal Revenue Service providing that the Tax Matters Partner shall not have the authority to enter into a settlement agreement on behalf of such Member; (b) In the event that a notice of a final administrative adjustment at the Company level of any item required to be taken into account by a Member for tax purposes (a “final” final adjustment”) is mailed to the Tax Matters Partner, to seek judicial review of such final adjustment, including the filing of a petition for readjustment with the Tax Court, the District Court of the United States for the district in which the Company’s principal place of business is located, or the United States Court of Claims; (c) To intervene in any action brought by any other Member for judicial review of a final adjustment; (d) To file a request for an administrative adjustment with the Secretary at any time and, if any part of such request is not allowed by the Secretary, to file a petition for judicial review with respect to such request; (e) To enter into an agreement with the Internal Revenue Service to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Member for tax purposes, or an item affected by such item; (f) To take any other action on behalf of the Members or the Company in connection with any administrative or judicial tax proceeding to the extent permitted by applicable law or regulations; and (g) To retain attorneys and accountants on an as-needed basis under such terms and conditions as determined solely by the Tax Matters Partner.

Authority of Tax Matters Partner. The Tax Matters Partner is hereby authorized, but not required: (a) To to enter into any settlement with the Internal Revenue Service or the Secretary with respect to any tax audit or judicial review, and in which the settlement agreement the Tax Matters Partner may expressly state that such agreement shall bind the other MembersPartners and Unitholders, except that such settlement agreement shall not bind any Member Partner or Unitholder who (within the time prescribed pursuant to the Code and Treasury Regulations regulations thereunder) files a statement with the Secretary providing that the Tax Matters Partner shall not have the authority to enter into a settlement agreement on behalf of such MemberPartner or Unitholder; (b) In in the event that a notice of a final administrative adjustment at the Company Partnership level of any item required to be taken into account by a Member Partner or Unitholder for tax purposes (a “final” "final adjustment”") is mailed to the Tax Matters Partner, to seek judicial review of such final adjustment, including the filing of a petition for readjustment with the Tax Court, the District Court of the United States for the district in which the Company’s Partnership's principal place of business is located, located or the United States Court of ClaimsClaims Court; (c) To to intervene in any action brought by any other Member Partner or Unitholder for judicial review of a final adjustment; (d) To to file a request for an administrative adjustment with the Secretary at any time and, if any part of such request is not allowed by the Secretary, to file a petition for judicial review with respect to such request; (e) To to enter into an agreement with the Internal Revenue Service to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Member Partner or Unitholder for tax purposes, or an item affected by such item;; and (f) To to take any other action on behalf of the Members Partners, the Unitholders or the Company Partnership in connection with any administrative or judicial tax proceeding to the extent permitted by applicable law or regulations; and (g) To retain attorneys and accountants on an as-needed basis under such terms and conditions as determined solely by the Tax Matters Partner.

Authority of Tax Matters Partner. The Tax Matters Partner is hereby authorized, but not required: (a) To a. to enter into any settlement with the Internal Revenue Service or the Secretary of the Treasury with respect to any tax audit or judicial review, in which agreement the Tax Matters Partner may expressly state that such agreement shall bind the other Members, except that such settlement agreement shall not bind any Member who (within the time prescribed pursuant to the Code and the Treasury Regulations thereunderRegulations) files a statement with the Secretary of the Treasury providing that the Tax Matters Partner shall not have the authority to enter into a settlement agreement on behalf of such Member; (b) In the event that b. if a notice of a final administrative adjustment at the Company level of any item required to be taken into account by a Member for tax purposes (a “final” adjustmentFinal Adjustment”) is mailed to the Tax Matters Partner, to seek judicial review of such final adjustmentFinal Adjustment, including the filing of a petition for readjustment with the Tax Court, the District Court of the United States for the district in which the Company’s principal place of business is located, or the United States Court of ClaimsClaims Court; (c) To c. to intervene in any action brought by any other Member for judicial review of a final adjustmentFinal Adjustment; (d) To d. to file a request for an administrative adjustment with the Secretary Internal Revenue Service at any time and, if any part of such request is not allowed by the SecretaryInternal Revenue Service, to file a petition for judicial review with respect to such request; (e) To e. to enter into an agreement with the Internal Revenue Service to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Member for tax purposes, or an item affected by such item;; and (f) To f. to take any other action on behalf of the Members or the Company in connection with any administrative or judicial tax proceeding to the extent permitted by applicable law or regulations; and (g) To retain attorneys and accountants on an as-needed basis under such terms and conditions as determined solely by the Tax Matters Partnerlaw.

Authority of Tax Matters Partner. The Tax Matters Partner hereby is hereby authorized, but not required: (a) To to enter into any settlement with the Internal Revenue Service or the Secretary of the Treasury (the "Secretary") with respect to any tax audit or judicial review, in which agreement the Tax Matters Partner may expressly state that such agreement shall bind the other MembersPartners, except that such settlement agreement shall not bind any Member Partner who (within the time prescribed pursuant to the Code and Treasury Regulations regulations thereunder) files a statement with the Secretary providing that the Tax Matters Partner shall not have the authority to enter into a settlement agreement on behalf of such MemberPartner; (b) In in the event that a notice of a final administrative adjustment at the Company Partnership level of any item required to be taken into account by a Member Partner for tax purposes (a “final” "final adjustment”") is mailed to the Tax Matters Partner, to seek judicial review of such final adjustment, including the filing of a petition for readjustment with the Tax Court, the District Court of the United States for the district in which the Company’s Partnership's principal place of business is located, or the United States Court of ClaimsClaims Court; (c) To to intervene in any action brought by any other Member Partner for judicial review of a final adjustment; (d) To to file a request for an administrative adjustment with the Secretary Internal Revenue Service at any time and, if any part of such request is not allowed by the SecretaryInternal Revenue Service, to file a petition for judicial review with respect to such request; (e) To to enter into an agreement with the Internal Revenue Service to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Member Partner for tax purposes, or an item affected by such item;; and (f) To to take any other action on behalf of the Members Partners or the Company Partnership in connection with any administrative or judicial tax proceeding to the extent permitted by applicable law or regulations; and (g) To retain attorneys and accountants on an as-needed basis under such terms and conditions as determined solely by the Tax Matters Partner.

Authority of Tax Matters Partner. The Tax Matters Partner is hereby authorized, but not required: : (a) To to enter into any settlement with the Internal Revenue Service or the Secretary with respect to any tax audit or judicial review, in which agreement the Tax Matters Partner may expressly state that such agreement shall bind the other MembersPartners, except that such settlement agreement shall not bind any Member Partner who (within the time prescribed pursuant to the Code and Treasury Regulations regulations thereunder) files a statement with the Secretary providing that the Tax Matters Partner shall not have the authority to enter into a settlement agreement on behalf of such Member; Partner; (b) In in the event that a notice of a final administrative adjustment at the Company Partnership level of any item required to be taken into account by a Member Partner for tax purposes (a “final” "final adjustment”") is mailed to the Tax Matters Partner, to seek judicial review of such final adjustment, including the filing of a petition for readjustment with the Tax Court, the District Court of the United States for the district in which the Company’s Partnership's principal place of business is located, or the United States Court of Claims; Claims Court; (c) To to intervene in any action brought by any other Member Partner for judicial review of a final adjustment; ; (d) To to file a request for an administrative adjustment with the Secretary Internal Revenue Service at any time and, if any part of such request is not allowed by the SecretaryInternal Revenue Service, to file a petition for judicial review with respect to such request; ; (e) To to enter into an agreement with the Internal Revenue Service to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Member Partner for tax purposes, or an item affected by such item; ; and (f) To to take any other action on behalf of the Members Partners or the Company Partnership in connection with any administrative or judicial tax proceeding to the extent permitted by applicable law or regulations; and (g) To retain attorneys and accountants on an as-needed basis under such terms and conditions as determined solely by the Tax Matters Partner.

Authority of Tax Matters Partner. The Tax Matters Partner is hereby authorized, but not requiredauthorized to do the following: (a) To enter Keep the Members informed of administrative and judicial proceedings for the adjustment of Company items (as defined in IRC section 6231(a)(3)) at the Company level, as required under IRC section 6223(g) and the implementing Regulations; (b) Enter into any settlement agreements under IRC section 6224(c)(3) and applicable Regulations with the Internal Revenue Service or the Secretary of the Treasury (the Secretary) with respect to any tax audit or judicial review, in which agreement the Tax Matters Partner may expressly state that such agreement shall bind the other Members, except that such settlement agreement shall not bind any Member who (within the time prescribed pursuant to under the Code and Treasury Regulations thereunderRegulations) files a statement with the Secretary Company providing that the Tax Matters Partner shall not have the authority to enter into a settlement agreement on behalf of such Member; (bc) In the event that On receipt of a notice of a final Company administrative adjustment at the Company level of any item required to be taken into account by a Member for tax purposes (a “final” adjustment”) is mailed to the Tax Matters Partner, to seek judicial review of such final adjustment, including the filing of file a petition for readjustment of the Company items with the Tax Court, the District Court of the United States for the district in which the Company’s principal place of business is located, or the United States Court of Federal Claims; (c, all as contemplated under IRC section 6226(a) To intervene in any action brought by any other Member for judicial review of a final adjustmentand applicable Regulations; (d) To file a request File requests for an administrative adjustment with the Secretary at any time of Company items on Company tax returns under IRC section 6227(b) and applicable Regulations; and, if any part of to the extent such request is requests are not allowed by the Secretaryin full, to file a petition for judicial review adjustment with respect to such request;the Tax Court, the District Court of the United States for the district in which the Company’s principal place of business is located, or the United States Court of Federal Claims, all as contemplated under IRC section 6228(a); and (e) To enter into an agreement with the Internal Revenue Service to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Member for tax purposes, or an item affected by such item; (f) To take any other action on behalf of the Members or the Company in connection with any administrative or judicial tax proceeding to the extent permitted by applicable law or regulations; and , including retaining tax advisers (gat the expense of the Company) To retain attorneys and accountants on an as-needed basis under such terms and conditions as determined solely by to whom the Tax Matters PartnerPartner may delegate such rights and duties as deemed necessary and appropriate.

Authority of Tax Matters Partner. The On behalf of the Partnership, the Tax Matters Partner is hereby authorized, but is not required: (ai) To to enter into any settlement agreement with the Internal Revenue Service or the Secretary with respect to any tax audit or judicial review, in which agreement the Tax Matters Partner may expressly state that such agreement shall bind the other Memberspartners, except that such settlement agreement shall not bind any Member partner who (within the time prescribed pursuant to the Code and Treasury Regulations regulations thereunder) files a statement with the Secretary providing that the Tax Matters Partner shall not have the authority to enter into a settlement agreement on behalf of such Memberpartner; (bii) In in the event that a notice of a final administrative adjustment at the Company Partnership level of any item required to be taken into account by a Member partner for tax purposes (a “final” "final adjustment”") is mailed to the Tax Matters Partner, to seek judicial review of such final adjustment, including the filing of a petition for readjustment with the Tax Court, the District Court of the United States for the district in which the Company’s Partnership's principal place of business is located, or the United States Court of ClaimsClaims Court; (ciii) To to intervene in any action brought by any other Member partner for judicial review of a final adjustment; (div) To to file a request for an administrative adjustment with the Secretary at any time and, if any part of such request is not allowed by the Secretary, to file a petition for judicial review with respect to such request; (ev) To to enter into an agreement with the Internal Revenue Service to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Member partner for tax purposes, or an item affected by such item;; and (fvi) To to take any other action on behalf of the Members partners or the Company Partnership in connection with any administrative or judicial tax proceeding to the extent permitted by applicable law or regulations; and (g) To retain attorneys and accountants on an as-needed basis under such terms and conditions as determined solely by the Tax Matters Partner.

Authority of Tax Matters Partner. The Tax Matters Partner hereby is hereby authorized, but not required: (a) To : to enter into any settlement with the Internal Revenue Service or the Secretary of the Treasury (the "Secretary") with respect to any tax audit or judicial review, in which agreement the Tax Matters Partner may expressly state that such agreement shall bind the other MembersPartners, except that such settlement agreement shall not bind any Member Partner who (within the time prescribed pursuant to the Code and Treasury Regulations regulations thereunder) files a statement with the Secretary providing that the Tax Matters Partner shall not have the authority to enter into a settlement agreement on behalf of such Member; (b) In Partner; in the event that a notice of a final administrative adjustment at the Company Partnership level of any item required to be taken into account by a Member Partner for tax purposes (a “final” "final adjustment”") is mailed to the Tax Matters Partner, to seek judicial review of such final adjustment, including the filing of a petition for readjustment with the Tax Court, the District Court of the United States for the district in which the Company’s Partnership's principal place of business is located, or the United States Court of Claims; (c) To Claims Court; to intervene in any action brought by any other Member Partner for judicial review of a final adjustment; (d) To ; to file a request for an administrative adjustment with the Secretary Internal Revenue Service at any time and, if any part of such request is not allowed by the SecretaryInternal Revenue Service, to file a petition for judicial review with respect to such request; (e) To ; to enter into an agreement with the Internal Revenue Service to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Member Partner for tax purposes, or an item affected by such item; (f) To ; and to take any other action on behalf of the Members Partners or the Company Partnership in connection with any administrative or judicial tax proceeding to the extent permitted by applicable law or regulations; and (g) To retain attorneys and accountants on an as-needed basis under such terms and conditions as determined solely by the Tax Matters Partner.

Authority of Tax Matters Partner. The Tax Matters Partner is hereby authorized, but not required: (a) To to enter into any settlement with the Internal Revenue Service or the Secretary with respect to any tax audit or judicial review, and in which the settlement agreement the Tax Matters Partner may expressly state that such agreement shall bind the other MembersPartners and Unitholders, except that such settlement agreement shall not bind any Member Partner or Unitholder who (within the time prescribed pursuant to the Code and Treasury Regulations regulations thereunder) files a statement with the Secretary providing that the Tax Matters Partner shall not have the authority to enter into a settlement agreement on behalf of such MemberPartner or Unitholder; (b) In in the event that a notice of a final administrative adjustment at the Company Partnership level of any item required to be taken into account by a Member Partner or Unitholder for tax purposes (a “final” "final adjustment”") is mailed to the Tax Matters Partner, to seek judicial review of such final adjustment, including the filing of a petition for readjustment with the Tax Court, the District Court of the United States for the district in which the Company’s Partnership's principal place of business is located, or the United States Court of ClaimsClaims Court; (c) To to intervene in any action brought by any other Member Partner or Unitholder for judicial review of a final adjustment; (d) To to file a request for an administrative adjustment with the Secretary at any time and, if any part of such request is not allowed by the Secretary, to file a petition for judicial review with respect to such request; (e) To to enter into an agreement with the Internal Revenue Service to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Member Partner or Unitholder for tax purposes, or an item affected by such item;; and (f) To to take any other action on behalf of the Members Partners, the Unitholders or the Company Partnership in connection with any administrative or judicial tax proceeding to the extent permitted by applicable law or regulations; and (g) To retain attorneys and accountants on an as-needed basis under such terms and conditions as determined solely by the Tax Matters Partner.

Authority of Tax Matters Partner. The Tax Matters Partner is hereby authorized, but not required: (a) To enter into any settlement with the Internal Revenue Service or the Secretary with respect to any tax audit or judicial review, review in which agreement the Tax Matters Partner may expressly state that such agreement shall bind the other Members, Partners except that such settlement agreement shall not bind any Member Partner who (within the time prescribed pursuant to the Code and Treasury Regulations thereunderCode) files a statement with the Secretary providing that the Tax Matters Partner shall not have the authority to enter into a settlement agreement on the behalf of such MemberPartner; (b) In the event that a notice of a final administrative adjustment at the Company level of any item required to be taken into account by a Member Partner for tax purposes (a “final” "final adjustment”") is mailed to the Tax Matters Partner, to seek judicial review of such final adjustmentadjustment including, including but not limited to, the filing of a petition for readjustment with the Tax Court, the District Court of the United States for the district in which the Company’s Partnership's principal place of business is located, located or the United States Court of Claims; (c) To intervene in any action brought by any other Member another Partner for judicial review of a final adjustment; (d) To file a request for an administrative adjustment with the Secretary at any time and, if any part of such request is not allowed by the Secretary, to file a petition for judicial review with respect to such request; (e) To enter into an agreement with the Internal Revenue Service to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Member Partner for tax purposes, purposes or an item affected by such item;; and (f) To take any other action on behalf of the Members Partners or the Company Partnership in connection with any administrative tax audit or judicial tax proceeding review to the extent permitted by applicable law or regulations; and (g) To retain attorneys and accountants on an as-needed basis under such terms and conditions as determined solely by the Tax Matters Partner.

Authority of Tax Matters Partner. The Tax Matters Partner is hereby authorized, but not required: (a) To to enter into any settlement with the Internal Revenue Service IRS or the Secretary with respect to any tax audit or judicial reviewJudicial Review, in which agreement the Tax Matters Partner may expressly state that such agreement shall bind the other MembersPartners, except that such settlement agreement shall not bind any Member Partner who (within the time prescribed pursuant to the Code and Treasury Regulations regulations thereunder) files a statement with the Secretary providing that the Tax Matters Partner shall not have the authority to enter into a settlement agreement on the behalf of such MemberPartner; (b) In the event that if a notice of a final administrative adjustment at the Company Partnership level of any item required to be taken into account by a Member Partner for tax purposes (a “final” "final adjustment”") is mailed to the Tax Matters Partner, to seek judicial review further Judicial Review of such final adjustment, including the filing of a petition for readjustment determination with the Tax Court, the District Court of the United States for the district in which the Company’s Partnership's principal place of business is located, located or the United States Court of ClaimsClaims Court; (c) To to intervene in any action brought by any other Member Partner for judicial review Judicial Review of a final adjustment; (d) To to file a request for an administrative adjustment with the Secretary at any time and, if any part of such request is not allowed by the Secretary, to file a petition for judicial review further Judicial Review with respect to such request; (e) To to enter into an agreement with the Internal Revenue Service IRS to extend the period for assessing any tax which that is attributable to any item required to be taken into account by a Member Partner for tax purposes, or an item affected by such item;; and (f) To to take any other action on behalf of the Members Partners or the Company Partnership in connection with any administrative or judicial tax proceeding to the extent permitted by applicable law or regulations; and (g) To retain attorneys and accountants on an as-needed basis under such terms and conditions as determined solely by the Tax Matters Partner.. ARTICLE ELEVEN

Authority of Tax Matters Partner. The Tax Matters Partner is hereby authorized, but not required: (a) To enter into any settlement with the Internal Revenue Service or the Secretary with respect to any tax audit or judicial review, review in which agreement the Tax Matters Partner may expressly state that such agreement shall bind the other Members, Partners except that such settlement agreement shall not bind any Member Partner who (within the time prescribed pursuant to the Code and Treasury Regulations thereundercode) files a statement with the Secretary providing that the Tax Matters Partner shall not have the authority to enter into a settlement agreement on the behalf of such MemberPartner; (b) In the event that a notice of a final administrative adjustment at the Company level of any item required to be taken into account by a Member Partner for tax purposes (a “final” final adjustment”) is mailed to the Tax Matters Partner, to seek judicial review of such final adjustmentadjustment including, including but not Limited to, the filing of a petition for readjustment with the Tax Court, the District Court of the United States for the district in which the CompanyPartnership’s principal place of business is located, located or the United States Court of Claims;· (c) To intervene in any action brought by any other Member another Partner for judicial review of a final adjustment; (d) To file a request for an administrative adjustment with the Secretary at any time and, if any part of such request is not allowed by the Secretary, to file a petition for judicial review with respect to such request; (e) To enter into an agreement with the Internal Revenue Service to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Member Partner for tax purposes, purposes or an item affected by such item;; and (f) To take any other action on behalf of the Members Partners or the Company Partnership in connection with any administrative or judicial tax proceeding to the extent permitted by applicable law or regulations; and (g) To retain attorneys and accountants on an as-needed basis under such terms and conditions as determined solely by the Tax Matters Partner.