Common use of Tax Matters Partner Clause in Contracts

Tax Matters Partner. A. The General Partner shall be the "tax matters partner" of the Partnership for federal income tax purposes. Pursuant to Section 6223(c)(3) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS with the name, address and profits interest of each of the Limited Partners, provided that such information is provided to the Partnership by the Limited Partners. B. The tax matters partner is authorized, but not required: (1) to enter into any settlement with the IRS with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or (ii) who is a "notice partner" (as defined in Section 6231 of the Code) or a member of a "notice group" (as defined in Section 6223(b)(2) of the Code); (2) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 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 Partnership's principal place of business is located; (3) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5) to enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and (6) to take any other action on behalf of the Partners of the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees set forth in Section 7.7 of this Agreement shall be fully applicable to the tax matters partner in its capacity as such. C. The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder.

Tax Matters Partner. A. The General Partner shall be the "“tax matters partner" ” of the Partnership for federal income tax purposes. Pursuant to Section 6223(c)(3) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, The tax matters partner shall receive no compensation for its services. All third-party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees and expenses) shall furnish the IRS with the name, address and profits interest of each of the Limited Partners, provided that such information is provided to be borne by the Partnership by in addition to any reimbursement pursuant to Section 7.4 hereof. Nothing herein shall be construed to restrict the Limited PartnersPartnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder. B. The tax matters partner is authorized, but not required: (1) to enter into any settlement with the IRS with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner (as the case may be) or (ii) who is a "“notice partner" ” (as defined in Code Section 6231 of the Code6231) or a member of a "“notice group" ” (as defined in Code Section 6223(b)(2) of the Code)); (2) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner for tax purposes (a "final adjustment"“Final 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 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 Partnership's ’s principal place of business is located; (3) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5) to enter into an agreement with the IRS to extend the period for assessing any tax which that is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and (6) to take any other action on behalf of the Partners or any of the Partnership them in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 of this Agreement hereof shall be fully applicable to the tax matters partner in its capacity as such. C. The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder.

Tax Matters Partner. A. The General Partner shall be the "“tax matters partner" ” of the Partnership for federal income tax purposes. Pursuant to Section 6223(c)(36230(e) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS with the name, address and profits profit interest of each of the Limited PartnersPartners and Assignees; provided, provided however, that such information is provided to the Partnership by the Limited PartnersPartners and Assignees. B. The tax matters partner is authorized, but not required: (1) to enter into any settlement with the IRS with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or (ii) who is a "“notice partner" ” (as defined in Section 6231 of the Code) or a member of a "“notice group" ” (as defined in Section 6223(b)(2) of the Code); (2) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 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 Partnership's ’s principal place of business is located; (3) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5) to enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and (6) to take any other action on behalf of the Partners of the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 of this Agreement shall be fully applicable to the tax matters partner in its capacity as such. C. The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm or law firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.

Tax Matters Partner. A. The General Partner shall be the "tax matters partner" of the Partnership for federal Federal income tax purposes. Pursuant to Section 6223(c)(36223(c) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS with the name, address and profits profit interest of each of the Limited PartnersPartners and Assignees; provided, provided however, that such information is provided to the Partnership by the Limited PartnersPartners and Assignees. B. The tax matters partner is authorized, but not required: (1i) to enter into any settlement with the IRS with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (ia) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or (iib) who is a "notice partner" (as defined in Section 6231 of the Code) or a member of a "notice group" (as defined in Section 6223(b)(2) of the Code); (2ii) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 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 Partnership's principal place of business is located; (3iii) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4iv) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5v) to enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and (6vi) to take any other action on behalf of the Partners of the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 of this Agreement shall be fully applicable to the tax matters partner in its capacity as such. C. The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.

Tax Matters Partner. A. (i) The General Partner shall be the "“tax matters partner" ” of the Partnership for federal income tax purposes. . (ii) Pursuant to Section 6223(c)(36230(e) of the Code, upon receipt of notice from the IRS Internal Revenue Service of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS Internal Revenue Service with the name, address address, taxpayer identification number, and profits profit interest of each of the Limited Partners, provided the Special Limited Partner and the Assignees; provided, that such information is provided to the Partnership by the Limited Partners, the Special Limited Partner and the Assignees. B. (iii) The tax matters partner is authorized, but not required: (1A) to enter into any settlement with the IRS Internal Revenue Service with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all PartnersPartners (including the Special Limited Partner), except that such settlement agreement shall not bind any Partner or the Special Limited Partner (i1) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS Internal Revenue Service providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or the Special Limited Partner; or (ii2) who is a "“notice partner" ” (as defined in Section 6231 6231(a)(8) of the Code) or a member of a "“notice group" ” (as defined in Section 6223(b)(2) of the Code); (2B) in the event that if a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner or the Special Limited Partner 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 or the United States Claims Court, or the filing of a complaint for refund with the United States Claims Court or the District Court of the United States for the district in which the Partnership's ’s principal place of business is located; (3C) to intervene in any action brought by any other Partner or the Special Limited Partner for judicial review of a final adjustment; (4D) to file a request for an administrative adjustment with the IRS at any time Internal Revenue Service and, if any part of such request is not allowed by the IRSInternal Revenue Service, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5E) to enter into an agreement with the IRS Internal Revenue Service to extend the period for assessing any tax which is attributable to any item required to be taken into account of by a Partner or the Special Limited Partner for tax purposes, or an item affected by such item; and (6F) to take any other action on behalf of the Partners of Partners, the Special Limited Partner or the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 7.6 of this Agreement shall be fully applicable to the tax matters partner in its capacity as such. C. (i) The tax matters partner shall receive no compensation for its services. . (ii) All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting feesfees and expenses) shall be borne by the Partnership. . (iii) Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.

Tax Matters Partner. A. (i) The General Partner shall be the "“tax matters partner" ” of the Partnership for federal income tax purposes. . (ii) Pursuant to Section 6223(c)(36230(e) of the Code, upon receipt of notice from the IRS Internal Revenue Service of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS Internal Revenue Service with the name, address address, taxpayer identification number, and profits profit interest of each of the Limited Partners, provided the Special Limited Partner and the Assignees; provided, however, that such information is provided to the Partnership by the Limited Partners, the Special Limited Partner and the Assignees. B. (iii) The tax matters partner is authorized, but not required: (1A) to enter into any settlement with the IRS Internal Revenue Service with respect to any administrative or judicial proceedings for the adjustment of Partnership items required to be taken into account by a Partner (including the Special Limited 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all PartnersPartners (including the Special Limited Partner), except that such settlement agreement shall not bind any Partner or the Special Limited Partner (i1) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS Internal Revenue Service providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or the Special Limited Partner; or (ii2) who is a "“notice partner" ” (as defined in Section 6231 6231(a)(8) of the Code) or a member of a "“notice group" ” (as defined in Section 6223(b)(2) of the Code); (2B) in the event that if a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner or the Special Limited Partner 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 or the United States Claims Court, or the filing of a complaint for refund with the United States Claims Court or the District Court of the United States for the district in which the Partnership's ’s principal place of business is located; (3C) to intervene in any action brought by any other Partner or the Special Limited Partner for judicial review of a final adjustment; (4D) to file a request for an administrative adjustment with the IRS at any time Internal Revenue Service and, if any part of such request is not allowed by the IRSInternal Revenue Service, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5E) to enter into an agreement with the IRS Internal Revenue Service to extend the period for assessing any tax which is attributable to any item required to be taken into account of by a Partner or the Special Limited Partner for tax purposes, or an item affected by such item; and (6F) to take any other action on behalf of the Partners of Partners, the Special Limited Partner or the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 7.6 of this Agreement shall be fully applicable to the tax matters partner in its capacity as such. C. (i) The tax matters partner shall receive no compensation for its services. . (ii) All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting feesfees and expenses) shall be borne by the Partnership. . (iii) Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.

Tax Matters Partner. A. The All the Partners hereby agree that the General Partner shall be the "tax matters partnerTax Matters Partner" of the Partnership for federal income tax purposes. Pursuant to Section 6223(c)(3) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS with the name, address and profits interest of each of the Limited Partners, provided that such information is provided to the Partnership by the Limited Partners. B. The tax matters partner is authorized, but not required: (1) to enter into any settlement with the IRS with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement in connection with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or (ii) who is a "notice partner" (as defined in Section 6231 any audit of the Code) or a member of a "notice group" (as defined in Section 6223(b)(2) federal income tax returns of the Code);Partnership. (2a) in The Tax Matters Partner shall furnish to each Partner notice and information with respect to the event that following: closing conference with an examining agent; proposed adjustments, rights of appeal, and requirements for filing a notice of a final administrative adjustment at the Partnership level protest; time and place of any item required to be taken into account appeals conference; acceptance by a Partner for tax purposes (a "final adjustment") is mailed the Internal Revenue Service of any settlement offer; consent to the tax matters partner, extension of the period of limitation with respect to seek judicial review of such final adjustment, including the all Partners; filing of a petition for readjustment with the 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 Partnership's principal place of business is located; (3) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5) to enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and (6) to take any other action on behalf of the Partners Partnership; filing by the Tax Matters Partner or any other Partner of any petition for judicial review; filing of any appeal with respect to any judicial determination; and a final judicial redetermination. (b) If the Tax Matters Partner shall determine to litigate any administrative determination relating to federal income tax matters, then the Tax Matters Partner shall litigate such matter in such court as the Tax Matters Partner shall decide in its sole discretion. (c) In discharging its duties and responsibilities, the Tax Matters Partner shall act as a fiduciary (1) to the Limited Partner (to the exclusion of the Partnership other Partners) insofar as tax matters related to the Tax Credits are concerned, and (2) to all of the Partners in other respects. (d) The Partners consent and agree that in connection with any tax audit of the Partnership, or judicial review proceeding to if the extent permitted by applicable law Tax Matters Partner withdraws from the Partnership or regulationsthe Tax Matters Partner becomes Bankrupt, then the Special Limited Partner may become, in its sole discretion, a special general partner, and become the Tax Matters Partner. The taking Limited Partner will make no claim against the Partnership in respect of any action and the incurring of any expense or omission by the tax matters partner in connection with any Tax Matters Partner during such proceeding, except to time as the extent required by law, is a matter in Special Limited Partner acts as the sole and absolute discretion of the tax matters partner and the provisions relating to indemnification of Indemnitees set forth in Section 7.7 of this Agreement shall be fully applicable to the tax matters partner in its capacity as suchTax Matters Partner. C. The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder.

Tax Matters Partner. A. The General Partner shall be the "“tax matters partner" ” of the Partnership for federal income tax purposes. Pursuant to Section 6223(c)(36230(e) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS with the name, address and profits profit interest of the Special Limited Partner and each of the Limited PartnersPartners and Assignees; provided, provided however, that such information is provided to the Partnership by the Limited PartnersPartners and Assignees. B. The tax matters partner is authorized, but not required: (1) to enter into any settlement with the IRS with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or (ii) who is a "“notice partner" ” (as defined in Section 6231 of the Code) or a member of a "“notice group" ” (as defined in Section 6223(b)(2) of the Code); (2) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 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 Partnership's ’s principal place of business is located; (3) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5) to enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and (6) to take any other action on behalf of the Partners of the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 of this Agreement shall be fully applicable to the tax matters partner in its capacity as such. C. The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.

Tax Matters Partner. A. The General Partner shall be the "“tax matters partner" ” of the Partnership for federal income tax purposes. Pursuant to Section 6223(c)(36230(e) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS with the name, address and profits profit interest of the Special General Partner and each of the Limited PartnersPartners and Assignees; provided, provided however, that such information is provided to the Partnership by the Limited PartnersPartners and Assignees. B. The tax matters partner is authorized, but not required: (1) to enter into any settlement with the IRS with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or (ii) who is a "“notice partner" ” (as defined in Section 6231 of the Code) or a member of a "“notice group" ” (as defined in Section 6223(b)(2) of the Code); (2) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 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 Partnership's ’s principal place of business is located; (3) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5) to enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and (6) to take any other action on behalf of the Partners of the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 of this Agreement shall be fully applicable to the tax matters partner in its capacity as such. C. The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.

Tax Matters Partner. A. (a) The General Partner hereby is designated as Tax Matters Partner of the Partnership, and shall be engage in such undertakings as are required of the "tax matters partner" Tax Matters Partner of the Partnership for federal income tax purposes. Pursuant as provided in treasury regulations pursuant to Section 6223(c)(3) 6231 of the Code. Each Partner, upon receipt by the execution of notice from the IRS this Agreement, consents to such designation of the beginning of an administrative proceeding with respect Tax Matters Partner and agrees to execute, certify, acknowledge, deliver, swear to, file and record at the Partnership, the tax matters partner shall furnish the IRS with the name, address and profits interest of each of the Limited Partners, provided that appropriate public offices such information is provided documents as may be necessary or appropriate to the Partnership by the Limited Partnersevidence such consent. B. (b) The tax matters partner Tax Matters Partner hereby is authorized, but not required: (1i) to enter into any settlement agreement with the IRS Service with respect to any administrative tax audit 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 the settlement which agreement the tax matters partner Tax Matters Partner may expressly state that such agreement shall bind all the other Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulationstreasury regulations thereunder) files a statement with the IRS Service providing that the tax matters partner Tax Matters Partner shall not have the authority to enter into a settlement agreement on the behalf of such Partner or (ii) who is a "notice partner" (as defined in Section 6231 of the Code) or a member of a "notice group" (as defined in Section 6223(b)(2) of the Code)Partner; (2ii) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner for tax purposes (a "final adjustmentFinal Adjustment") is mailed to the tax matters partnerTax Matters Partner, to seek judicial review of such final adjustmentFinal Adjustment, including the filing of a petition for readjustment with the 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 Partnership's principal place of business is located, or the United States Claims Court; (3iii) to intervene in any action brought by any other Partner for judicial review of a final adjustmentFinal Adjustment; (4iv) to file a request for an administrative adjustment with the IRS Service at any time and, if any part of such request is not allowed by the IRSService, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5v) to enter into an agreement with the IRS Service to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected effected by such item; and (6vi) to take any other action on behalf of the Partners of or the Partnership in connection with any tax audit administrative or judicial review tax proceeding to the extent permitted by applicable law or regulationsRegulations. (c) The Partnership shall indemnify and reimburse the Tax Matters Partner for all expenses, including legal and accounting fees, claims, liabilities, losses and damages incurred in connection with any administrative or judicial proceeding with respect to the tax liability of the Partners. The payment of all such expenses shall be made before any distributions are made from Cash Flow or any discretionary reserves are set aside by the General Partner. The General Partner shall have the obligation to provide Partnership funds for such purpose, but only to the extent of available Partnership resources. The taking of any action and the incurring of any expense by the tax matters partner Tax 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 Tax Matters Partner and the provisions relating to on limitations of liability of the General Partner and indemnification of Indemnitees set forth in Section 7.7 6.8 of this Agreement shall be fully applicable to the tax matters partner Tax Matters Partner in its capacity as such. C. The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder.

Tax Matters Partner. A. (i) The General Partner shall be the "“tax matters partner" ” of the Partnership for federal income tax purposes. . (ii) Pursuant to Section 6223(c)(36230(e) of the Code, upon receipt of notice from the IRS Internal Revenue Service of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS Internal Revenue Service with the name, address address, taxpayer identification number, and profits profit interest of each of the Limited PartnersPartners and the Assignees; provided, provided that such information is provided to the Partnership by the Limited PartnersPartners and the Assignees. B. (iii) The tax matters partner is authorized, but not required: (1A) to enter into any settlement with the IRS Internal Revenue Service with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner Partner (i1) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS Internal Revenue Service providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or Partner; or (ii2) who is a "“notice partner" ” (as defined in Section 6231 6231(a)(8) of the Code) or a member of a "“notice group" ” (as defined in Section 6223(b)(2) of the Code); (2B) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 or the United States Claims Court, or the filing of a complaint for refund with the United States Claims Court or the District Court of the United States for the district in which the Partnership's ’s principal place of business is located; (3C) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4D) to file a request for an administrative adjustment with the IRS at any time Internal Revenue Service and, if any part of such request is not allowed by the IRSInternal Revenue Service, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5E) to enter into an agreement with the IRS Internal Revenue Service to extend the period for assessing any tax which is attributable to any item required to be taken into account of by a Partner for tax purposes, or an item affected by such item; and (6F) to take any other action on behalf of the Partners of or the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 7.6 of this Agreement shall be fully applicable to the tax matters partner in its capacity as such. C. (i) The tax matters partner shall receive no compensation for its services. . (ii) All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting feesfees and expenses) shall be borne by the Partnership. . (iii) Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.

Tax Matters Partner. A. The General Partner shall be the "“tax matters partner" ” of the Partnership for federal Federal income tax purposes. Pursuant to Section 6223(c)(36223(c) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS with the name, address and profits profit interest of each of the Limited PartnersPartners and Assignees; provided, provided however, that such information is provided to the Partnership by the Limited PartnersPartners and Assignees. B. The tax matters partner is authorized, but not required: (1i) to enter into any settlement with the IRS with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (ia) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or (iib) who is a "“notice partner" ” (as defined in Section 6231 of the Code) or a member of a "“notice group" ” (as defined in Section 6223(b)(2) of the Code); (2ii) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 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 Partnership's ’s principal place of business is located; (3iii) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4iv) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5v) to enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and (6vi) to take any other action on behalf of the Partners of the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 of this Agreement shall be fully applicable to the tax matters partner in its capacity as such. C. The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.

Tax Matters Partner. A. (i) The General Partner shall be the "“tax matters partner" ” of the Partnership for U.S. federal income tax purposes. . (ii) Pursuant to Section 6223(c)(36230(e) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS with the name, address address, taxpayer identification number, and profits profit interest of each of the Limited Partners, provided the Special Limited Partner and the Assignees; provided, however, that such information is provided to the Partnership by the Limited Partners, the Special Limited Partner and the Assignees. B. (iii) The tax matters partner is authorized, but not required: (1A) to enter into any settlement with the IRS with respect to any administrative or judicial proceedings for the adjustment of Partnership items required to be taken into account by a Partner (including the Special Limited 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all PartnersPartners (including the Special Limited Partner), except that such settlement agreement shall not bind any Partner or the Special Limited Partner (i1) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or the Special Limited Partner; or (ii2) who is a "“notice partner" ” (as defined in Section 6231 6231(a)(8) of the Code) or a member of a "“notice group" ” (as defined in Section 6223(b)(2) of the Code); (2B) in the event that if a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner or the Special Limited Partner 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 or the United States Claims Court, or the filing of a complaint for refund with the United States Claims Court or the District Court of the United States for the district in which the Partnership's ’s principal place of business is located; (3C) to intervene in any action brought by any other Partner or the Special Limited Partner for judicial review of a final adjustment; (4D) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5E) to enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account of by a Partner or the Special Limited Partner for tax purposes, or an item affected by such item; and (6F) to take any other action on behalf of the Partners of Partners, the Special Limited Partner or the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 7.6 of this Agreement shall be fully applicable to the tax matters partner in its capacity as such. C. (b) (i) The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder.

Tax Matters Partner. A. (a) The General Partner shall be the "“tax matters partner" ” of the Partnership for federal income tax purposes. Pursuant to Section 6223(c)(3) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, The tax matters partner shall receive no compensation for its services. All third-party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees and expenses) shall furnish the IRS with the name, address and profits interest of each of the Limited Partners, provided that such information is provided to be borne by the Partnership in addition to any reimbursement pursuant to Section 7.04 hereof. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Limited PartnersPartnership for such services is reasonable. B. (b) The tax matters partner is authorized, but not required: (1i) to enter into any settlement with the IRS with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or (ii) who is a "“notice partner" ” (as defined in Code Section 6231 of the Code6231) or a member of a "“notice group" ” (as defined in Code Section 6223(b)(2) of the Code)); (2ii) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 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 Partnership's ’s principal place of business is located; (3iii) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4iv) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5v) to enter into an agreement with the IRS to extend the period for assessing any tax which that is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and (6vi) to take any other action on behalf of the Partners of the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 of this Agreement 7.07 hereof shall be fully applicable to the tax matters partner in its capacity as such. C. The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder.

Tax Matters Partner. A. The General Partner shall be the "“tax matters partner" ” of the Partnership for federal income tax purposes. Pursuant to Section 6223(c)(3) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, The tax matters partner shall receive no compensation for its services. All third-party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees and expenses) shall furnish the IRS with the name, address and profits interest of each of the Limited Partners, provided that such information is provided to be borne by the Partnership in addition to any reimbursement pursuant to Section 7.4 hereof. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Limited PartnersPartnership for such services is reasonable. B. The tax matters partner is authorized, but not required: (1i) to enter into any settlement with the IRS with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or (ii) who is a "“notice partner" ” (as defined in Code Section 6231 of the Code6231) or a member of a "“notice group" ” (as defined in Code Section 6223(b)(2) of the Code)); (2ii) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 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 Partnership's ’s principal place of business is located; (3iii) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4iv) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5v) to enter into an agreement with the IRS to extend the period for assessing any tax which that is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and (6vi) to take any other action on behalf of the Partners of the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 of this Agreement hereof shall be fully applicable to the tax matters partner in its capacity as such. C. The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.

Tax Matters Partner. A. The General Partner shall be the "“tax matters partner" ” (as defined in Code Section 6231) of the Partnership for federal income tax purposes. Pursuant to Section 6223(c)(3) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, The tax matters partner shall receive no compensation for its services. All third-party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees and expenses) shall furnish the IRS with the name, address and profits interest of each of the Limited Partners, provided that such information is provided to be borne by the Partnership by in addition to any reimbursement pursuant to Section 7.4 hereof. Nothing herein shall be construed to restrict the Limited PartnersPartnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder. B. The tax matters partner is authorized, but not required: (1) to enter into any settlement with the IRS with respect to any 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 provided that the General Partner shall provide timely notice to each Partner of any tax audit or judicial review. In the settlement agreement with respect to any such proceedings, the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner (as the case may be) or (ii) who is a "“notice partner" ” (as defined in Code Section 6231 of the Code6231) or a member of a "“notice group" ” (as defined in Code Section 6223(b)(2) of the Code)); (2) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner for tax purposes (a "final adjustment"“Final 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 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 Partnership's ’s principal place of business is located; (3) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5) to enter into an agreement with the IRS to extend the period for assessing any tax which that is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and (6) to take any other action on behalf of the Partners or any of the Partnership them in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees set forth in Section 7.7 of this Agreement the General Partner hereof shall be fully applicable to the tax matters partner in its capacity as such. C. The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder.

Tax Matters Partner. A. 10.3.1 The General Partner shall be the "“tax matters partner" ” of the Partnership for federal income tax purposes. Pursuant to Section 6223(c)(3) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, The tax matters partner shall receive no compensation for its services. All third-party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees and expenses) shall furnish the IRS with the name, address and profits interest of each of the Limited Partners, provided that such information is provided to be borne by the Partnership in addition to any reimbursement pursuant to Section 7.3 hereof. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm or other advisors to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Limited PartnersPartnership for such services is reasonable. B. 10.3.2 The tax matters partner is authorized, but not required: (1a) to enter into any settlement with the IRS with respect to any administrative or judicial proceedings for the adjustment of Partnership items required to be taken into account by a Partner for income tax purposes (such purposes(such administrative proceedings being referred to as a "“tax audit" ” and such judicial proceedings being referred to as "“judicial review"”), and in the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or (ii) who is a "“notice partner" ” (as defined in Code Section 6231 of the Code6231) or a member of a "“notice group" ” (as defined in Code Section 6223(b)(2) of the Code)); (2b) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 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 Partnership's ’s principal place of business is located; (3c) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4d) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5e) to enter into an agreement with the IRS to extend the period for assessing any tax which that is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and (6f) to take any other action on behalf of the Partners of the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 of this Agreement 7.6 hereof shall be fully applicable to the tax matters partner in its capacity as such. C. The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder.

Tax Matters Partner. A. (i) The General Partner shall be the "“tax matters partner" ” of the Partnership for federal income tax purposes. . (ii) Pursuant to Section 6223(c)(36230(e) of the Code, upon receipt of notice from the IRS Internal Revenue Service of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS Internal Revenue Service with the name, address address, taxpayer identification number, and profits profit interest of each of the Limited PartnersPartners and the Assignees; provided, provided that such information is provided to the Partnership by the Limited PartnersPartners and the Assignees. B. (iii) The tax matters partner is authorized, but not required: (1A) to enter into any settlement with the IRS Internal Revenue Service with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner Partner (i1) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS Internal Revenue Service providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or Partner; or (ii2) who is a "“notice partner" ” (as defined in Section 6231 6231(a)(8) of the Code) or a member of a "“notice group" ” (as defined in Section 6223(b)(2) of the Code); (2B) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 or the United States Claims Court, or the filing of a complaint for refund with the United States Claims Court or the District Court of the United States for the district in which the Partnership's ’s principal place of business is located; (3C) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4D) to file a request for an administrative adjustment with the IRS at any time Internal Revenue Service and, if any part of such request is not allowed by the IRSInternal Revenue Service, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5E) to enter into an agreement with the IRS Internal Revenue Service to extend the period for assessing any tax which is attributable to any item required to be taken into account of by a Partner for tax purposes, or an item affected by such item; and (6F) to take any other action on behalf of the Partners of or the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 7.6 of this Agreement shall be fully applicable to the tax matters partner in its capacity as such. C. (b) (i) The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder.

Tax Matters Partner. A. The General Partner shall be the "“tax matters partner" ” of the Partnership for federal income tax purposes. Pursuant to Section 6223(c)(3) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, The tax matters partner shall receive no compensation for its services. All third-party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees and expenses) shall furnish the IRS with the name, address and profits interest of each of the Limited Partners, provided that such information is provided to be borne by the Partnership by in addition to any reimbursement pursuant to Section 7.4 hereof. Nothing herein shall be construed to restrict the Limited PartnersPartnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder. B. The Except as provided in those certain Tax Protection Agreements entered into by the Partnership on the date hereof, the tax matters partner is authorized, but not required: (1) to enter into any settlement with the IRS with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner (as the case may be) or (ii) who is a "“notice partner" ” (as defined in Code Section 6231 of the Code6231) or a member of a "“notice group" ” (as defined in Code Section 6223(b)(2) of the Code)); (2) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner for tax purposes (a "final adjustment"“Final 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 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 Partnership's ’s principal place of business is located; (3) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5) to enter into an agreement with the IRS to extend the period for assessing any tax which that is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and (6) to take any other action on behalf of the Partners or any of the Partnership them in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax matters partner in connection with any such proceeding, except to the extent required by lawlaw and as provided in those certain Tax Protection Agreements entered into by the Partnership on the date hereof, is a matter in the sole and absolute discretion of the tax matters partner and the partner. The provisions relating to indemnification of Indemnitees the General Partner set forth in Section 7.7 of this Agreement hereof shall be fully applicable to the tax matters partner in its capacity as such. C. The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder.

Tax Matters Partner. A. (i) The General Partner shall be the "“tax matters partner" ” of the Partnership for U.S. federal income tax purposes. . (ii) Pursuant to Section 6223(c)(36230(e) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS with the name, address address, taxpayer identification number, and profits profit interest of each of the Limited Partners, the Special Limited Partner and the Assignees; provided however, that such information is provided to the Partnership by the Limited Partners, the Special Limited Partner and the Assignees. B. (iii) The tax matters partner is authorized, but not required: (1A) to enter into any settlement with the IRS with respect to any administrative or judicial proceedings for the adjustment of Partnership items required to be taken into account by a Partner (including the Special Limited 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all PartnersPartners (including the Special Limited Partner), except that such settlement agreement shall not bind any Partner or the Special Limited Partner (i1) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or the Special Limited Partner; or (ii2) who is a "“notice partner" ” (as defined in Section 6231 6231(a)(8) of the Code) or a member of a "“notice group" ” (as defined in Section 6223(b)(2) of the Code); (2B) in the event that if a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner or the Special Limited Partner 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 or the United States Claims Court, or the filing of a complaint for refund with the United States Claims Court or the District Court of the United States for the district in which the Partnership's ’s principal place of business is located; (3C) to intervene in any action brought by any other Partner or the Special Limited Partner for judicial review of a final adjustment; (4D) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5E) to enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account of by a Partner or the Special Limited Partner for tax purposes, or an item affected by such item; and (6F) to take any other action on behalf of the Partners of Partners, the Special Limited Partner or the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 7.6 of this Agreement shall be fully applicable to the tax matters partner in its capacity as such. C. (i) The tax matters partner shall receive no compensation for its services. . (ii) All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting feesfees and expenses) shall be borne by the Partnership. . (iii) Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.

Tax Matters Partner. A. The General Partner Company shall be the "“tax matters partner" ” of the Partnership for U.S. federal income tax purposes. Pursuant to Section 6223(c)(36230(e) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS with the name, address address, taxpayer identification number, and profits interest of each of the Limited PartnersPartners and Assignees; provided, provided however, that such information is provided to the Partnership by the Limited PartnersPartners and Assignees. B. The tax matters partner is authorized, but not required: (1) to enter into any settlement with the IRS with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner Partner; or (ii) who is a "“notice partner" ” (as defined in Section 6231 6231(a)(8) of the Code) or a member of a "“notice group" ” (as defined in within the meaning of Section 6223(b)(2) of the Code); (2) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 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 Partnership's ’s principal place of business is located; (3) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5) to enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and (6) to take any other action on behalf of the Partners of or the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 of this Agreement shall be fully applicable to the tax matters partner in its capacity as such. C. The tax matters partner shall receive no compensation for its services. All third third-party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting feesfees and expenses) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting or law firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.

Tax Matters Partner. A. The General Partner shall be the "“tax matters partner" ” of the Partnership for federal income tax purposes. Pursuant to Section 6223(c)(36223(c) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS with the name, address and profits profit interest of each of the Limited PartnersPartners and Assignees; provided, provided however, that such information is provided to the Partnership by the Limited PartnersPartners and Assignees. B. The tax matters partner is authorized, but not required: (1) to enter into any settlement with the IRS with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or (ii) who is a "“notice partner" ” (as defined in Section 6231 of the Code) or a member of a "“notice group" ” (as defined in Section 6223(b)(2) of the Code); (2) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 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 Partnership's ’s principal place of business is located; (3) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5) to enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and (6) to take any other action on behalf of the Partners of the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 of this Agreement shall be fully applicable to the tax matters partner in its capacity as such. C. The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.

Tax Matters Partner. A. The General Partner shall be the "“tax matters partner" ” of the Partnership for federal Federal income tax purposes. Pursuant to Section 6223(c)(3) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, The tax matters partner shall receive no compensation for its services. All third-party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees and expenses) shall furnish the IRS with the name, address and profits interest of each of the Limited Partners, provided that such information is provided to be borne by the Partnership by in addition to any reimbursement pursuant to Section 7.4 hereof. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder. At the request of any Limited PartnersPartner, the General Partner agrees to inform such Limited Partner regarding the preparation and filing of any returns and with respect to any subsequent audit or litigation relating to such returns; provided, however, that the General Partner shall have the exclusive power to determine whether to file, and the content of, such returns. B. The tax matters partner is authorized, but not required: (1) to enter into any settlement with the IRS with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner (as the case may be) or (ii) who is a "“notice partner" ” (as defined in Code Section 6231 of the Code6231) or a member of a "“notice group" ” (as defined in Code Section 6223(b)(2) of the Code)); (2) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 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 Partnership's ’s principal place of business is located; (3) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5) to enter into an agreement with the IRS to extend the period for assessing any tax which that is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and (6) to take any other action on behalf of the Partners or any of the Partnership them in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 of this Agreement hereof shall be fully applicable to the tax matters partner in its capacity as such. C. The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder.

Tax Matters Partner. A. (i) The General Partner shall be the "“tax matters partner" ” of the Partnership for U.S. federal income tax purposes. . (ii) Pursuant to Section 6223(c)(36230(e) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS with the name, address address, taxpayer identification number, and profits profit interest of each of the Limited Partners, provided the Special Limited Partner and the Assignees; provided, however, that such information is provided to the Partnership by the Limited Partners, the Special Limited Partner and the Assignees. B. (iii) The tax matters partner is authorized, but not required: (1A) to enter into any settlement with the IRS with respect to any administrative or judicial proceedings for the adjustment of Partnership items required to be taken into account by a Partner (including the Special Limited 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all PartnersPartners (including the Special Limited Partner), except that such settlement agreement shall not bind any Partner or the Special Limited Partner (i1) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or the Special Limited Partner; or (ii2) who is a "“notice partner" ” (as defined in Section 6231 6231(a)(8) of the Code) or a member of a "“notice group" ” (as defined in Section 6223(b)(2) of the Code); (2B) in the event that if a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner or the Special Limited Partner 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 or the United States Claims Court, or the filing of a complaint for refund with the United States Claims Court or the District Court of the United States for the district in which the Partnership's ’s principal place of business is located; (3C) to intervene in any action brought by any other Partner or the Special Limited Partner for judicial review of a final adjustment; (4D) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5E) to enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account of by a Partner or the Special Limited Partner for tax purposes, or an item affected by such item; and (6F) to take any other action on behalf of the Partners of Partners, the Special Limited Partner or the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 7.6 of this Agreement shall be fully applicable to the tax matters partner in its capacity as such. C. (i) The tax matters partner shall receive no compensation for its services. . (ii) All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting feesfees and expenses) shall be borne by the Partnership. . (iii) Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.

Tax Matters Partner. A. The General Partner shall be the "tax matters partner" of the Partnership for federal income tax purposes. Pursuant The tax matters partner shall receive no compensation for its services. All third-party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees and expenses) shall be borne by the Partnership in addition to any reimbursement pursuant to Section 6223(c)(3) 7.4 hereof. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable. At the request of any Limited Partner, the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding General Partner agrees to consult with such Limited Partner with respect to the Partnershippreparation and filing of any returns and with respect to any subsequent audit or litigation relating to such returns; provided, however, that the tax matters partner filing of such returns shall furnish be in the IRS with the name, address sole and profits interest of each absolute discretion of the Limited Partners, provided that such information is provided to the Partnership by the Limited PartnersGeneral Partner. B. The tax matters partner is authorized, but not required: (1) to enter into any settlement with the IRS with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or (ii) who is a "notice partner" (as defined in Code Section 6231 of the Code6231) or a member of a "notice group" (as defined in Code Section 6223(b)(2) of the Code)); (2) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 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 Partnership's principal place of business is located; (3) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5) to enter into an agreement with the IRS to extend the period for assessing any tax which that is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and (6) to take any other action on behalf of the Partners of the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 of this Agreement hereof shall be fully applicable to the tax matters partner in its capacity as such. C. The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder.

Tax Matters Partner. A. (a) The General Partner shall be the "“tax matters partner" ” of the Partnership for federal income tax purposes. Pursuant The tax matters partner shall receive no compensation for its services. All third-party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees and expenses) shall be borne by the Partnership in addition to any reimbursement pursuant to Section 6223(c)(3) 7.4 hereof. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable. At the request of any Limited Partner, the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding General Partner agrees to consult with such Limited Partner with respect to the Partnershippreparation and filing of any returns and with respect to any subsequent audit or litigation relating to such returns; provided, however, that the tax matters partner filing of such returns shall furnish be in the IRS with the name, address sole and profits interest of each absolute discretion of the Limited Partners, provided that such information is provided to the Partnership by the Limited PartnersGeneral Partner. B. (b) The tax matters partner is authorized, but not required: (1i) to enter into any settlement with the IRS with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or (ii) who is a "“notice partner" ” (as defined in Code Section 6231 of the Code6231) or a member of a "“notice group" ” (as defined in Code Section 6223(b)(2) of the Code)); (2ii) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 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 Partnership's ’s principal place of business is located; (3iii) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4iv) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5v) to enter into an agreement with the IRS to extend the period for assessing any tax which that is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and (6vi) to take any other action on behalf of the Partners of the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 of this Agreement hereof shall be fully applicable to the tax matters partner in its capacity as such. C. The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder.

Tax Matters Partner. A. The General Partner shall be the "“tax matters partner" ” of the Partnership for federal income tax purposes. Pursuant The tax matters partner shall receive no compensation for its services. All third-party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees and expenses) shall be borne by the Partnership in addition to any reimbursement pursuant to Section 6223(c)(3) 7.4 hereof. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable. At the request of any Limited Partner, the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding General Partner agrees to consult with such Limited Partner with respect to the Partnershippreparation and filing of any returns and with respect to any subsequent audit or litigation relating to such returns; provided, however, that the tax matters partner filing of such returns shall furnish be in the IRS with the name, address sole and profits interest of each absolute discretion of the Limited Partners, provided that such information is provided to the Partnership by the Limited PartnersGeneral Partner. B. The tax matters partner is authorized, but not required: (1) to enter into any settlement with the IRS with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or (ii) who is a "“notice partner" ” (as defined in Code Section 6231 of the Code6231) or a member of a "“notice group" ” (as defined in Code Section 6223(b)(2) of the Code)); (2) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 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 Partnership's ’s principal place of business is located; (3) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5) to enter into an agreement with the IRS to extend the period for assessing any tax which that is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and (6) to take any other action on behalf of the Partners of the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 of this Agreement hereof shall be fully applicable to the tax matters partner in its capacity as such. C. The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder.

Tax Matters Partner. A. (a) The General Partner shall be the "“tax matters partner" ” of the Partnership for federal income tax purposes. Pursuant to Section 6223(c)(3) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, The tax matters partner shall receive no compensation for its services. All third-party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees and expenses) shall furnish the IRS with the name, address and profits interest of each of the Limited Partners, provided that such information is provided to be borne by the Partnership by in addition to any reimbursement pursuant to Section 6.2. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder. At the request of any Limited PartnersPartner, the General Partner agrees to inform such Limited Partner regarding the preparation and filing of any returns and with respect to any subsequent audit or litigation relating to such returns; provided, however, that the General Partner shall have the exclusive power to determine whether to file, and the content of, such returns. B. (b) The tax matters partner is authorized, but not required: (1i) to enter into any settlement with the IRS with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner (as the case may be) or (ii) who is a "“notice partner" ” (as defined in Section 6231 of the CodeCode section 6231) or a member of a "“notice group" ” (as defined in Section Code section 6223(b)(2) of the Code)); (2ii) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 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 Partnership's ’s principal place of business is located; (3iii) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4iv) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5v) to enter into an agreement with the IRS to extend the period for assessing any tax which that is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and (6vi) to take any other action on behalf of the Partners or any of the Partnership them in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 of this Agreement 6.6 shall be fully applicable to the tax matters partner in its capacity as such. C. The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder.

Tax Matters Partner. A. The General Partner shall be the "“tax matters partner" ” of the Partnership for federal income tax purposes. Pursuant to Section 6223(c)(36223(c) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS with the name, address and profits profit interest of each of the Limited PartnersPartners and Assignees; provided, provided however, that such information is provided to the Partnership by the Limited PartnersPartners and Assignees. B. The tax matters partner is authorized, but not required: (1) to enter into any settlement with the IRS with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or (ii) who is a "“notice partner" ” (as defined in Section 6231 of the Code) or a member of a "“notice group" ” (as defined in Section 6223(b)(2) of the Code); (2) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 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 Partnership's ’s principal place of business is located; (3) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5) to enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and (6) to take any other action on behalf of the Partners of the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 of this Agreement shall be fully applicable to the tax matters partner in its capacity as such. C. The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.

Tax Matters Partner. A. (i) The General Partner shall be the "“tax matters partner" ” of the Partnership for federal income tax purposes. . (ii) Pursuant to Section 6223(c)(36230(e) of the Code, upon receipt of notice from the IRS Internal Revenue Service of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS Internal Revenue Service with the name, address address, taxpayer identification number, and profits profit interest of each of the Limited Partners, provided the Special Limited Partner and the Assignees; provided, however, that such information is provided to the Partnership by the Limited Partners, the Special Limited Partner and the Assignees. B. (iii) The tax matters partner is authorized, but not required: (1A) to enter into any settlement with the IRS Internal Revenue Service with respect to any administrative or judicial proceedings for the adjustment of Partnership items required to be taken into account by a Partner (including the Special Limited 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all PartnersPartners (including the Special Limited Partner), except that such settlement agreement shall not bind any Partner or the Special Limited Partner (i1) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS Internal Revenue Service providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or the Special Limited Partner; or (ii2) who is a "“notice partner" ” (as defined in Section 6231 6231(a)(8) of the Code) or a member of a "“notice group" ” (as defined in Section 6223(b)(2) of the Code); (2B) in the event that if a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner or the Special Limited Partner 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 or the United States Claims Court, or the filing of a complaint for refund with the United States Claims Court or the District Court of the United States for the district in which the Partnership's ’s principal place of business is located; (3C) to intervene in any action brought by any other Partner or the Special Limited Partner for judicial review of a final adjustment; (4D) to file a request for an administrative adjustment with the IRS at any time Internal Revenue Service and, if any part of such request is not allowed by the IRSInternal Revenue Service, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5E) to enter into an agreement with the IRS Internal Revenue Service to extend the period for assessing any tax which is attributable to any item required to be taken into account of by a Partner or the Special Limited Partner for tax purposes, or an item affected by such item; and (6F) to take any other action on behalf of the Partners of Partners, the Special Limited Partner or the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 7.6 of this Agreement shall be fully applicable to the tax matters partner in its capacity as such. C. (b) (i) The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder.

Tax Matters Partner. A. (i) The General Partner shall be the "“tax matters partner" ” of the Partnership for federal income tax purposes. . (ii) Pursuant to Section 6223(c)(36230(e) of the Code, upon receipt of notice from the IRS Internal Revenue Service of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS Internal Revenue Service with the name, address address, taxpayer identification number, and profits profit interest of each of the Special Limited PartnersPartner and the Limited Partners and the Assignees; provided, provided that such information is provided to the Partnership by the Special Limited PartnersPartner, the Limited Partners and the Assignees. B. (iii) The tax matters partner is authorized, but not required: (1A) to enter into any settlement with the IRS Internal Revenue Service with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner Partner (i1) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS Internal Revenue Service providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or Partner; or (ii2) who is a "“notice partner" ” (as defined in Section 6231 6231(a)(8) of the Code) or a member of a "“notice group" ” (as defined in Section 6223(b)(2) of the Code); (2B) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 or the United States Claims Court, or the filing of a complaint for refund with the United States Claims Court or the District Court of the United States for the district in which the Partnership's ’s principal place of business is located; (3C) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4D) to file a request for an administrative adjustment with the IRS at any time Internal Revenue Service and, if any part of such request is not allowed by the IRSInternal Revenue Service, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5E) to enter into an agreement with the IRS Internal Revenue Service to extend the period for assessing any tax which is attributable to any item required to be taken into account of by a Partner for tax purposes, or an item affected by such item; and (6F) to take any other action on behalf of the Partners of or the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 7.6 of this Agreement shall be fully applicable to the tax matters partner in its capacity as such. C. (i) The tax matters partner shall receive no compensation for its services. . (ii) All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting feesfees and expenses) shall be borne by the Partnership. . (iii) Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.

Tax Matters Partner. A. The General Partner shall be the "tax matters partner" of the Partnership for federal income tax purposes. Pursuant to Section 6223(c)(3) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS with the name, address and profits profit interest of each of the Limited Partners; provided, provided however, that such information is provided to the Partnership by the Limited Partners. B. The tax matters partner is authorized, but not required: (1) to enter into any settlement with the IRS with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or (ii) who is a "notice partner" (as defined in Section 6231 of the Code) or a member of a "notice group" (as defined in Section 6223(b)(2) of the Code); (2) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 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 Partnership's principal place of business is located; (3) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5) to enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and (6) to take any other action on behalf of the Partners of the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 of this Agreement shall be fully applicable to the tax matters partner in its capacity as such. C. The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its his duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its his duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.

Tax Matters Partner. A. The General Partner shall be the "tax matters partner" of the Partnership for federal Federal income tax purposes. Pursuant to Section 6223(c)(36223(c) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS with the name, address and profits profit interest of each of the Limited PartnersPartners and Assignees; provided, provided however, that such information is provided to the Partnership by the Limited PartnersPartners and Assignees. B. The tax matters partner is authorized, but not required: (1i) to enter into any settlement with the IRS with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (ia) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or (iib) who is a "notice partner" (as defined in Section 6231 of the Code) or a member of a "notice group" (as defined in Section 6223(b)(2) of the Code); (2ii) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 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 Partnership's principal place of business is located; (3iii) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4iv) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5v) to enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and (6vi) to take any other action on behalf of the Partners of the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 of this Agreement shall be fully applicable to the tax matters partner in its capacity as such. C. The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder.such

Tax Matters Partner. A. The General Partner shall be the "“tax matters partner" ” of the Partnership for federal income tax purposes. Pursuant to Section 6223(c)(36223(c) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS with the name, address and profits profit interest of each of the Limited PartnersPartners and Assignees; provided, provided however, that such information is provided to the Partnership by the Limited PartnersPartners and Assignees. B. The tax matters partner is authorized, but not required: (1) to enter into any settlement with the IRS with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or (ii) who is a "“notice partner" ” (as defined in Section 6231 of the Code) or a member of a "“notice group" ” (as defined in Section 6223(b)(2) of the Code); (2) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 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 Partnership's ’s principal place of business is located; (3) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5) to enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and (6) to take any other action on behalf of the Partners of the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. . (7) The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 of this Agreement shall be fully applicable to the tax matters partner in its capacity as such. C. The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.

Tax Matters Partner. A. The General Partner shall be the "“tax matters partner" ” of the Partnership for federal income tax purposes. Pursuant to Section 6223(c)(36223(c) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS with the name, address and profits profit interest of each of the Limited PartnersPartners and Assignees; provided, provided however, that such information is provided to the Partnership by the Limited PartnersPartners and Assignees. B. The tax matters partner is authorized, but not required: (1) to enter into any settlement with the IRS with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or (ii) who is a "“notice partner" ” (as defined in Section 6231 of the Code) or a member of a "“notice group" ” (as defined in Section 6223(b)(2) of the Code); (2) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 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 Partnership's ’s principal place of business is located; (3) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5) to enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and (6) to take any other action on behalf of the Partners of the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 of this Agreement shall be fully applicable to the tax matters partner in its capacity as such. C. The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.

Tax Matters Partner. A. (a) The General Partner shall be the "“tax matters partner" ” of the Partnership for federal income tax purposes. Pursuant to Section 6223(c)(3) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, The tax matters partner shall receive no compensation for its services. All third-party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees and expenses) shall furnish the IRS with the name, address and profits interest of each of the Limited Partners, provided that such information is provided to be borne by the Partnership in addition to any reimbursement pursuant to Section 7.04 hereof. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Limited PartnersPartnership for such services is reasonable. B. (b) The tax matters partner is authorized, but not required: (1i) to enter into any settlement with the IRS with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or (ii) who is a "“notice partner" ” (as defined in Code Section 6231 of the Code6231) or a member of a "“notice group" ” (as defined in Code Section 6223(b)(2) of the Code)); (2ii) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner for tax purposes (a "final adjustment"“Final 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 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 Partnership's ’s principal place of business is located; (3iii) to intervene in any action brought by any other Partner for judicial review of a final adjustmentFinal Adjustment; (4iv) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5v) to enter into an agreement with the IRS to extend the period for assessing any tax which that is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and (6vi) to take any other action on behalf of the Partners of the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 of this Agreement 7.07 hereof shall be fully applicable to the tax matters partner in its capacity as such. C. The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder.

Tax Matters Partner. A. (i) The General Partner shall be the "“tax matters partner" ” of the Partnership for federal income tax purposes. . (ii) Pursuant to Section 6223(c)(36230(e) of the Code, upon receipt of notice from the IRS Internal Revenue Service of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS Internal Revenue Service with the name, address address, taxpayer identification number, and profits profit interest of each of the Limited Partners, provided the Special Limited Partner and the Assignees; provided, however, that such information is provided to the Partnership by the Limited Partners, the Special Limited Partner and the Assignees. B. (A) The tax matters partner is authorized, but not required: (1) to enter into any settlement with the IRS Internal Revenue Service with respect to any administrative or judicial proceedings for the adjustment of Partnership items required to be taken into account by a Partner (including the Special Limited 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all PartnersPartners (including the Special Limited Partner), except that such settlement agreement shall not bind any Partner (i) or the Special Limited Partner who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS Internal Revenue Service providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or the Special Limited Partner; or (ii2) who is a "“notice partner" ” (as defined in Section 6231 6231(a)(8) of the Code) or a member of a "“notice group" ” (as defined in Section 6223(b)(2) of the Code); (2B) in the event that if a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner or the Special Limited Partner 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 or the United States Claims Court, or the filing of a complaint for refund with the United States Claims Court or the District Court of the United States for the district in which the Partnership's ’s principal place of business is located; (3C) to intervene in any action brought by any other Partner or the Special Limited Partner for judicial review of a final adjustment; (4D) to file a request for an administrative adjustment with the IRS at any time Internal Revenue Service and, if any part of such request is not allowed by the IRSInternal Revenue Service, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5E) to enter into an agreement with the IRS Internal Revenue Service to extend the period for assessing any tax which is attributable to any item required to be taken into account of by a Partner or the Special Limited Partner for tax purposes, or an item affected by such item; and (6F) to take any other action on behalf of the Partners of Partners, the Special Limited Partner or the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 7.6 of this Agreement shall be fully applicable to the tax matters partner in its capacity as such. C. (i) The tax matters partner shall receive no compensation for its services. . (ii) All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting feesfees and expenses) shall be borne by the Partnership. . (iii) Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.

Tax Matters Partner. A. The General Partner shall be the "“tax matters partner" ” of the Partnership for federal income tax purposes. Pursuant to Section 6223(c)(36230(e) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS with the name, address and profits profit interest of each of the Limited PartnersPartners and Assignees; provided, provided however, that such information is provided to the Partnership by the Limited PartnersPartners and Assignees. B. The tax matters partner is authorized, but not required: (1) to enter into any settlement with the IRS with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or (ii) who is a "“notice partner" ” (as defined in Section 6231 of the Code) or a member of a "“notice group" ” (as defined in Section 6223(b)(2) of the Code); (2) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 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 Partnership's ’s principal place of business is located; (3) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5) to enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and (6) to take any other action on behalf of the Partners of the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 of this Agreement shall be fully applicable to the tax matters partner in its capacity as such. C. The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.

Tax Matters Partner. A. The General Partner (or another Partner designated by the General Partner) shall be the "“tax matters partner" ” of the Partnership for U.S. federal income tax purposespurposes and is authorized to act as the “tax matters partner” of the Partnership or in any similar capacity under state, local or foreign law. Pursuant to Section 6223(c)(36230(e) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS with the name, address address, taxpayer identification number, and profits profit interest of each of the Limited PartnersPartners and the Assignees; provided, provided however, that such information is provided to the Partnership by the Limited PartnersPartners and the Assignees. B. The tax matters partner is authorized, but not required: (1) to enter into any settlement with the IRS with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner Partner; or (ii) who is a "“notice partner" ” (as defined in Section 6231 6231(a)(8) of the Code) or a member of a "“notice group" ” (as defined in Section 6223(b)(2) of the Code); (2) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 or the United States Claims Court, or the filing of a complaint for refund with the United States Claims Court or the District Court of the United States for the district in which the Partnership's ’s principal place of business is located; (3) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5) to enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account of by a Partner for tax purposes, or an item affected by such item; and (6) to take any other action on behalf of the Partners of or the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 7.07 of this Agreement shall be fully applicable to the tax matters partner in its capacity as such, including if the General Partner designates another Partner to serve as tax matters partner. C. The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting feesfees and expenses) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.

Tax Matters Partner. A. The General Partner shall be Shell GP is hereby designated as the "tax matters partnerTax Matters Partner" of the Partnership, as defined in Section 6231(a)(7) of the Code. In carrying out its duties set out in this Agreement, the Tax Matters Partner shall act in a fiduciary capacity with respect to the Partnership and the other Partners and shall take no action (other than the performance of ministerial duties) without prior written notice of such action to the other Partners. (a) The Tax Matters Partner shall have the authority to extend the statute of limitations for federal income assessment of tax purposesdeficiencies against the Partners with respect to adjustments to the Partnership's federal, state, local or foreign tax returns, and to the extent provided in Sections 6222 through 6231 of the Code, to represent the Partnership and the Partners before taxing authorities or courts of competent jurisdiction in tax matters affecting the Partnership and the Partners in their capacities as Partners, and to file any tax returns and execute any agreements or other documents relating to or affecting such tax matters, including agreements or other documents that bind the Partners with respect to such tax matters or otherwise affect the rights of the Partnership and the Partners; PROVIDED that, to the extent any such extension, agreement, election or document might have a material effect on any Partner, such Partner must consent in writing to such extension, agreement, election or document and the Tax Matters Partner must reasonably consult with such Partner in any discussions or negotiations associated with such agreement or document. Pursuant Each Partner agrees to cooperate with the Tax Matters Partner and to do or refrain from doing any or all things reasonably required by the Tax Matters Partner to conduct such proceedings. (b) The Tax Matters Partner shall keep each Partner informed of all administrative and judicial proceedings, as required by Section 6223(c)(36223(g) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner and shall furnish the IRS with the name, address and profits interest each Partner who so requests in writing a copy of each of the Limited Partners, provided that such information is provided to the Partnership notice or other communication received by the Limited Partners. B. The tax matters partner is authorized, but not required: (1) to enter into any settlement with the IRS with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind Tax Matters Partner. If any Partner (i) who (within the time prescribed pursuant intends to the Code and Regulations) files file a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf notice of such Partner or (ii) who is a "notice partner" (as defined in inconsistent treatment under Section 6231 of the Code) or a member of a "notice group" (as defined in Section 6223(b)(26222(b) of the Code); (2) in the event that a notice of a final administrative adjustment at the Partnership level of any item required , such Partner shall, prior to be taken into account by a Partner 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 such notice, provide notice to the Tax Court or Matters Partner of such intent and the United States Claims Court, or the filing of a complaint for refund with the District Court of the United States for the district manner in which the PartnershipPartner's principal place of business is located; (3) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5) to enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and (6) to take any other action on behalf of the Partners intended treatment of the Partnership item is (or may be) inconsistent with the treatment of that item by the Partnership. (c) Each Partner will bear its own costs resulting from any tax examination of its investment in the Partnership. (d) The Tax Matters Partner shall be reimbursed by the Partnership for all the reasonable costs incurred by it as Tax Matters Partner in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax matters partner in connection with any such proceeding, except to the extent required by law, is a matter in the sole and absolute discretion examination of the Partnership tax matters partner and the provisions relating to indemnification of Indemnitees set forth in Section 7.7 of this Agreement shall be fully applicable to the tax matters partner in its capacity as suchreturns by a taxing authority. C. The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder.

Tax Matters Partner. A. The General Partner shall be the "tax matters partner" of the Partnership for federal income tax purposes. Pursuant to Section 6223(c)(36230(e) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS with the name, address and profits profit interest of the Special General Partner and each of the Limited PartnersPartners and Assignees; provided, provided however, that such information is provided to the Partnership by the Limited PartnersPartners and Assignees. B. The tax matters partner is authorized, but not required: (1) to enter into any settlement with the IRS with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or (ii) who is a "notice partner" (as defined in Section 6231 of the Code) or a member of a "notice group" (as defined in Section 6223(b)(2) of the Code); (2) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 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 Partnership's principal place of business is located; (3) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5) to enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and (6) to take any other action on behalf of the Partners of the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 of this Agreement shall be fully applicable to the tax matters partner in its capacity as such. C. The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.

Tax Matters Partner. A. The General Partner shall be the "“tax matters partner" ” of the Partnership for federal income tax purposes. Pursuant to Section 6223(c)(3) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, The tax matters partner shall receive no compensation for its services. All third-party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees and expenses) shall furnish the IRS with the name, address and profits interest of each of the Limited Partners, provided that such information is provided to be borne by the Partnership in addition to any reimbursement pursuant to Section 7.4 hereof. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Limited PartnersPartnership for such services is reasonable. B. The tax matters partner is authorized, but not required: (1i) to enter into any settlement with the IRS with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or (ii) who is a "“notice partner" ” (as defined in Code Section 6231 of the Code6231) or a member of a "“notice group" ” (as defined in Code Section 6223(b)(2) of the Code)); (2ii) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner for tax purposes (a "final adjustment"“Final 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 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 Partnership's ’s principal place of business is located; (3iii) to intervene in any action brought by any other Partner for judicial review of a final adjustmentFinal Adjustment; (4iv) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5v) to enter into an agreement with the IRS to extend the period for assessing any tax which that is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and (6vi) to take any other action on behalf of the Partners of the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 of this Agreement hereof shall be fully applicable to the tax matters partner in its capacity as such. C. The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder.

Tax Matters Partner. A. The General Partner shall be the "“tax matters partner" ’’ of the Partnership for federal income tax purposes. Pursuant to Section 6223(c)(3) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS with the name, address and profits interest of each of the Limited Partners, provided that such information is provided to the Partnership by the Limited Partners. B. The tax matters partner is authorized, but not required: (1) to enter into any settlement with the IRS with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or (ii) who is a "“notice partner" ” (as defined in Section 6231 of the Code) or a member of a "“notice group" ” (as defined in Section 6223(b)(2) of the Code); (2) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 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 Partnership's ’s principal place of business is located; (3) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5) to enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and (6) to take any other action on behalf of the Partners of the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees set forth in Section 7.7 of this Agreement shall be fully applicable to the tax matters partner in its capacity as such. C. The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder.

Tax Matters Partner. A. The General Partner shall be the "“tax matters partner" ” of the Partnership for federal income tax purposes. Pursuant to Section 6223(c)(3) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, The tax matters partner shall receive no compensation for its services. All third-party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees and expenses) shall furnish the IRS with the name, address and profits interest of each of the Limited Partners, provided that such information is provided to be borne by the Partnership by in addition to any reimbursement pursuant to Section 7.4 hereof. Nothing herein shall be construed to restrict the Limited PartnersPartnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder. B. The tax matters partner is authorized, but not required: (1) to enter into any settlement with the IRS with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or (ii) who is a "notice partner" (as defined in Section 6231 of the Code) or a member of a "notice group" (as defined in Section 6223(b)(2) of the Code); (2) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner for tax purposes (a "final adjustment"“Final 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 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 Partnership's ’s principal place of business is located; (32) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (43) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (54) to enter into an agreement with the IRS to extend the period for assessing any tax which that is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and (65) to take any other action on behalf of the Partners or any of the Partnership them in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 of this Agreement hereof shall be fully applicable to the tax matters partner in its capacity as such. C. The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder.

Tax Matters Partner. A. I. The General Partner shall be the "“tax matters partner" ” of the Partnership for federal income tax purposes. Pursuant to Section 6223(c)(36230(e) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS with the name, address and profits profit interest of the Special General Partner and each of the Limited PartnersPartners and Assignees; provided, provided however, that such information is provided to the Partnership by the Limited PartnersPartners and Assignees. B. J. The tax matters partner is authorized, but not required: (1) to enter into any settlement with the IRS with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or (ii) who is a "“notice partner" ” (as defined in Section 6231 of the Code) or a member of a "“notice group" ” (as defined in Section 6223(b)(2) of the Code); (2) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 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 Partnership's ’s principal place of business is located; (3) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5) to enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and (6) to take any other action on behalf of the Partners of the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 of this Agreement shall be fully applicable to the tax matters partner in its capacity as such. C. K. The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.

Tax Matters Partner. A. The General Partner shall be the "“tax matters partner" ” of the Partnership for federal income tax purposespurposes and, for taxable years beginning after December 31, 2017, the “partnership representative” (in each case, the “tax matters partner”). Pursuant to Section 6223(c)(36230(e) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS with the name, address address, taxpayer identification number, and profits profit interest of each of the Limited PartnersPartners and the Assignees; provided, provided however, that such information is provided to the Partnership by the Limited PartnersPartners and the Assignees. B. The tax matters partner is authorized, but not required: (1) to enter into any settlement with the IRS with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner Partner; or (ii) who is a "“notice partner" ” (as defined in Section 6231 6231(a)(8) of the Code) or a member of a "“notice group" ” (as defined in Section 6223(b)(2) of the Code); (2) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 or the United States Claims Court, or the filing of a complaint for refund with the United States Claims Court or the District Court of the United States for the district in which the Partnership's ’s principal place of business is located; (3) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5) to enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account of by a Partner for tax purposes, or an item affected by such item; and (6) to make any election with respect to an “imputed underpayment,” including an election under Section 6226 of the Code; and (7) to take any other action on behalf of the Partners of or the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 partner, and the provisions relating to indemnification of Indemnitees the General Partner set forth in Section 7.7 of this Agreement shall be fully applicable to the tax matters partner in its capacity as such. C. The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting feesfees and expenses) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting and/or law firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.

Tax Matters Partner. A. (i) The General Partner shall be the "“tax matters partner" ” of the Partnership for federal income tax purposes. . (ii) Pursuant to Section 6223(c)(36230(e) of the Code, upon receipt of notice from the IRS Internal Revenue Service of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS with the name, address address, taxpayer identification number, and profits profit interest of each of the Limited Partners, provided the Special Limited Partner and the Assignees; provided, however, that such information is provided to the Partnership by the Limited Partners, the Special Limited Partner and the Assignees. B. (iii) The tax matters partner is authorized, but not required: (1A) to enter into any settlement with the IRS with respect to any administrative or judicial proceedings for the adjustment of Partnership items required to be taken into account by a Partner (including the Special Limited 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all PartnersPartners (including the Special Limited Partner), except that such settlement agreement shall not bind any Partner or the Special Limited Partner (i1) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or the Special Limited Partner; or (ii2) who is a "“notice partner" ” (as defined in Section 6231 6231(a)(8) of the Code) or a member of a "“notice group" ” (as defined in Section 6223(b)(2) of the Code); (2B) in the event that if a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner or the Special Limited Partner 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 or the United States Claims Court, or the filing of a complaint for refund with the United States Claims Court or the District Court of the United States for the district in which the Partnership's ’s principal place of business is located; (3C) to intervene in any action brought by any other Partner or the Special Limited Partner for judicial review of a final adjustment; (4D) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5E) to enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account of by a Partner or the Special Limited Partner for tax purposes, or an item affected by such item; and (6F) to take any other action on behalf of the Partners of Partners, the Special Limited Partner or the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 7.6 of this Agreement shall be fully applicable to the tax matters partner in its capacity as such. C. (i) The tax matters partner shall receive no compensation for its services. . (ii) All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting feesfees and expenses) shall be borne by the Partnership. . (iii) Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.

Tax Matters Partner. A. The General Partner shall be the "tax matters partner" of the Partnership for federal income tax purposes. Pursuant to Section 6223(c)(3) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS with the name, address and profits profit interest of each of the Limited Partners; provided, provided however, that such information is provided to the Partnership by the Limited Partners. B. The tax matters partner is authorized, but not required: (1) to enter into any settlement with the IRS with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or (ii) who is a "notice partner" (as defined in Section 6231 of the Code) or a member of a "notice group" (as defined in Section 6223(b)(2) of the Code); (2) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 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 Partnership's principal place of business is located; (3) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5) to enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and (6) to take any other action on behalf of the Partners of the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 of this Agreement shall be fully applicable to the tax matters partner in its capacity as such. C. The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its his duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging legal counsel or an accounting firm to assist the tax matters partner in discharging its his duties hereunder, as long as the compensation paid by the Partnership for such services is reasonable.

Tax Matters Partner. A. The General Partner shall be the "tax matters partner" of the Partnership for federal income tax purposes. Pursuant The tax matters partner shall receive no compensation for its services. All third-party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees and expenses) shall be borne by the Partnership in addition to any reimbursement pursuant to Section 6223(c)(3) 7.4 hereof. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable. At the request of any Limited Partner, the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding General Partner agrees to consult with such Limited Partner with respect to the Partnershippreparation and filing of any returns and with respect to any subsequent audit or litigation relating to such returns; provided, however, that the tax matters partner filing of such returns shall furnish be in the IRS with the name, address sole and profits interest of each absolute discretion of the Limited Partners, provided that such information is provided to the Partnership by the Limited PartnersGeneral Partner. B. The tax matters partner is authorized, but not required: (1) to enter into any settlement with the IRS with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or (ii) who is a "notice partner" (as defined in Code Section 6231 of the Code6231) or a member of a "notice group" (as defined in Code Section 6223(b)(2) of the Code)); (2) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 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 Partnership's principal place of business is located; (3) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5) to enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and (6) to take any other action on behalf of the Partners of the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees set forth in Section 7.7 of this Agreement shall be fully applicable to the tax matters partner in its capacity as such. C. The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder.

Tax Matters Partner. A. (a) The General Partner shall be the "“tax matters partner" ” of the Partnership for federal income tax purposes. Pursuant to Code Section 6223(c)(3) of the Code6223(c), upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS with the name, address and profits profit interest of each of the Limited Partners, Partners provided that such information is provided to the Partnership by the Limited Partners. B. (b) The General Partner as tax matters partner is authorized, but not requiredshall (without Limited Partner approval) be permitted to: (1i) to enter into any settlement with the IRS with respect to any 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"”). In any such settlement agreement, and in the settlement agreement the tax matters partner General Partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant Partners to the Code and Regulations) files a statement with extent permitted under the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or Code; (ii) who is a "notice partner" (as defined seek judicial review in Section 6231 any court determined by the General Partner of the Code) or a member of a "notice group" (as defined in Section 6223(b)(2) of the Code); (2) in the event that a notice of a any final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 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 Partnership's principal place of business is located”); (3iii) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4iv) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5v) to enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; andor (6vi) to take any other action on behalf of the Partners of the Partnership in connection with any tax audit or judicial review proceeding proceeding, including with respect to the extent permitted by applicable law any state or regulationslocal tax audit or judicial proceeding. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 of this Agreement 7.6 shall be fully applicable to the tax matters partner General Partner in its capacity as suchtax matters partner. C. (c) The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder.

Tax Matters Partner. A. (i) The General Partner shall be the "“tax matters partner" ” of the Partnership for federal income tax purposes. . (ii) Pursuant to Section 6223(c)(36230(e) of the Code, upon receipt of notice from the IRS Internal Revenue Service of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS Internal Revenue Service with the name, address address, taxpayer identification number, and profits profit interest of each of the Limited PartnersPartners and the Assignees; provided, provided however, that such information is provided to the Partnership by the Limited PartnersPartners and the Assignees. B. (iii) The tax matters partner is authorized, but not required: (1A) to enter into any settlement with the IRS Internal Revenue Service with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner Partner (i1) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS Internal Revenue Service providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or Partner; or (ii2) who is a "“notice partner" ” (as defined in Section 6231 6231(a)(8) of the Code) or a member of a "“notice group" ” (as defined in Section 6223(b)(2) of the Code); (2B) in the event that if a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 or the United States Claims Court, or the filing of a complaint for refund with the United States Claims Court or the District Court of the United States for the district in which the Partnership's ’s principal place of business is located; (3C) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4D) to file a request for an administrative adjustment with the IRS at any time Internal Revenue Service and, if any part of such request is not allowed by the IRSInternal Revenue Service, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5E) to enter into an agreement with the IRS Internal Revenue Service to extend the period for assessing any tax which is attributable to any item required to be taken into account of by a Partner for tax purposes, or an item affected by such item; and (6F) to take any other action on behalf of the Partners of or the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 7.6 of this Agreement shall be fully applicable to the tax matters partner in its capacity as such. C. (i) The tax matters partner shall receive no compensation for its services. . (ii) All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting feesfees and expenses) shall be borne by the Partnership. . (iii) Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.

Tax Matters Partner. A. For tax returns filed with respect to fiscal years beginning before December 31, 2017, this Section 10.3A shall apply, and references to Code sections in this Section 10.3A refer to the Code sections as in effect prior to such sections’ amendment by the Bipartisan Budget Act of 2015 (P.L. 114-74) (the “2015 Budget Act”). (1) The General Partner shall be the "“tax matters partner" ” of the Partnership for federal income tax purposes. Pursuant to Section 6223(c)(36230(e) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS with the name, address and profits profit interest of the Special Limited Partner and each of the Limited PartnersPartners and Assignees; provided, provided however, that such information is provided to the Partnership by the Limited PartnersPartners and Assignees. B. (2) The tax matters partner is authorized, but not required: (1a) to enter into any settlement with the IRS with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or (ii) who is a "“notice partner" ” (as defined in Section 6231 of the Code) or a member of a "“notice group" ” (as defined in Section 6223(b)(2) of the Code); (2b) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 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 Partnership's ’s principal place of business is located; (3c) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4d) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5e) to enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and (6f) to take any other action on behalf of the Partners of the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 of this Agreement shall be fully applicable to the tax matters partner in its capacity as such. C. (3) The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.

Tax Matters Partner. A. (a) For each taxable year of the Partnership beginning before January 1, 2018, (i) The General Partner shall be the "“tax matters partner" ” of the Partnership for federal income tax purposes. Pursuant to Section 6223(c)(3) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS with the name, address address, taxpayer identification number and profits profit interest of each of the Limited PartnersPartners and any Assignees; provided, provided however, that such information is provided to the Partnership by the Limited Partners. B. (ii) The tax matters partner is authorized, but not required: (1A) to enter into any settlement with the IRS with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or (ii) who is a "“notice partner" ” (as defined in Section 6231 6231(a)(8) of the Code) or a member of a "“notice group" ” (as defined in Section 6223(b)(2) of the Code); (2B) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 or the United States Claims Court, or the filing of a complaint for refund with the United States Claims Court or the District Court of the United States for the district in which the Partnership's ’s principal place of business is located; (3C) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4D) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5E) to enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and (6iii) to take any other action on behalf of the Partners of the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 of this Agreement hereof shall be fully applicable to the tax matters partner in its capacity as such. C. (b) For each taxable year of the Partnership beginning on or after January 1, 2018, the General Partner shall act as or appoint the “partnership representative” of the Partnership for purposes of Code Section 6223(a) and any comparable provisions of state and local law (the “partnership representative”) and, if necessary, shall appoint a “designated individual” within the meaning of Treasury regulations Section 301.6223-1 and any comparable provisions of state and local law (a “designated individual”). The tax matters partner General Partner may designate a new partnership representative or designated individual at any time subject to applicable law and shall receive no compensation for designate a new partnership representative or designated individual if such person or entity resigns or is deemed ineligible. The partnership representative shall have all of the powers and responsibilities of such position as provided in the Code and Treasury Regulations and may take any action or make any elections contemplated by Code Sections 6222 through 6241 and any Treasury Regulations thereunder and comparable provisions of state and local law (the “Partnership Audit Rules”) in the sole and absolute discretion of the General Partner. The General Partner, as partnership representative, shall have the right to retain professional assistance as it, in its services. All third party costs sole and absolute discretion, determines is necessary to or useful in the performance of its duties, and all out-of-pocket expenses and fees incurred by or in respect of the partnership representative shall constitute Partnership expenses. Any Person who serves as partnership representative or designated individual shall not be liable to the Partnership or any Partner for any action it takes or fails to take in such capacity, unless such action or failure to act constitutes gross negligence or deliberate misconduct. The provisions relating to indemnification set forth in Section 7.6 hereof shall be fully applicable to the partnership representative and the designated individual, if any, acting as such. Upon the Partnership’s request, each Partner shall provide to the Partnership within the required time frame any information that the partnership representative believes may be necessary or appropriate to resolve any tax matters partner in performing its duties issue relating to the Partnership or comply with or be eligible to invoke any aspect of the Partnership Audit Rules. Notwithstanding any provision of this Agreement to the contrary, any taxes, penalties, and interest payable by the Partnership under the Partnership Audit Rules shall be treated as attributable to the Partners, and, to the extent possible, the General Partner shall allocate the burden of any such amounts to those Partners to whom such amounts are reasonably attributable. Any such amounts allocated to a Partner, at the option of the General Partner, shall (including legal and accounting feesa) be promptly paid to the Partnership by such Partner or (b) be paid by reducing the amount of the current or next succeeding distribution or distributions which would otherwise have been made to such Partner. The obligations of each Partner (or former Partner) under this Section 10.3(b)) shall be borne survive the Transfer by such Partner of its interest in the Partnership or the dissolution of the Partnership. Nothing herein In the event a Partner Transfers its interest in the Partnership, the transferee and transferor shall be construed jointly and severally liable for any liability with respect to restrict the Partnership from engaging an accounting firm to assist obligations of the tax matters partner in discharging its duties hereundertransferor Partner under this Section 10.3(b).

Tax Matters Partner. A. The General Partner shall be the "“tax matters partner" ” of the Partnership for federal income tax purposes. Pursuant to Section 6223(c)(3) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, The tax matters partner shall receive no compensation for its services. All third-party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees and expenses) shall furnish the IRS with the name, address and profits interest of each of the Limited Partners, provided that such information is provided to be borne by the Partnership in addition to any reimbursement pursuant to Section 7.4 hereof. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Limited PartnersPartnership for such services is reasonable. B. The tax matters partner is authorized, but not required: (1i) to enter into any settlement with the IRS with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or (ii) who is a "“notice partner" ” (as defined in Code Section 6231 of the Code6231) or a member of a "“notice group" ” (as defined in Code Section 6223(b)(2) of the Code)); (2ii) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 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 Partnership's ’s principal place of business is located; (3iii) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4iv) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5v) to enter into an agreement with the IRS to extend the period for assessing any tax which that is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and (6vi) to take any other action on behalf of the Partners of the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 of this Agreement hereof shall be fully applicable to the tax matters partner in its capacity as such. C. The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder.

Tax Matters Partner. A. The Managing General Partner shall be the "tax matters partner" of the Partnership for federal income tax purposes. Pursuant to Section 6223(c)(36223(c) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS with the name, address and profits profit interest of each of the Limited PartnersPartners and Assignees; provided, provided however, that such information is provided to the Partnership by the Limited PartnersPartners and Assignees. B. The tax matters partner is authorized, but not required: (1) to enter into any settlement with the IRS with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (ia) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or (iib) who is a "notice partner" (as defined in Section 6231 of the Code) or a member of a "notice group" (as defined in Section 6223(b)(2) of the Code); (2) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 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 Partnership's principal place of business is located; (3) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5) to enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and (6) to take any other action on behalf of the Partners of or the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the Managing General Partner set forth in Section 7.7 of this Agreement 7.6 hereof shall be fully applicable to the tax matters partner in its capacity as such. C. The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm or law firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.

Tax Matters Partner. A. The General Partner Company shall be serve as the "tax matters partner" of the Partnership for federal Federal income tax purposespurposes for any taxable year of the Partnership for which it is eligible to serve as such (regardless of whether the Company is at the time of serving as such the General Partner). The General Partner from time to time shall serve as the tax matters partner for any other taxable year of the Partnership (regardless of whether the General Partner was a partner in the Partnership at any time during such year). All Partners and Assignees shall, at the request of a tax matters partner described in the preceding sentence, take such actions as are necessary, appropriate, or convenient to effect the designation of such tax matters partner pursuant to section 301.6231(a)(7)-1 of the Regulations. Pursuant to Section 6223(c)(36230(e) of the Code, upon receipt of notice from the IRS Internal Revenue Service of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS Internal Revenue Service with the name, address address, taxpayer identification number, and profits profit interest of each of the Limited PartnersPartners and the Assignees; provided, provided that such information is provided to the Partnership tax matters partner by the Limited PartnersPartners and the Assignees. B. The tax matters partner is authorized, but not required: (1) to enter into any settlement with the IRS Internal Revenue Service with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS Internal Revenue Service providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner Partner; or (ii) who is a "notice partner" (as defined in Section 6231 section 6231(a)(8) of the Code) or a member of a "notice group" (as defined in Section section 6223(b)(2) of the Code); (2) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 or Court, the United States Claims Court, Court or the filing of a complaint for refund with the District Court of the United States for the district in which the Partnership's principal place of business is located; (3) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4) to file a request for an administrative adjustment with the IRS at any time Internal Revenue Service and, if any part of such request is not allowed by the IRSInternal Revenue Service, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5) to enter into an agreement with the IRS Internal Revenue Service to extend the period for assessing any tax which is attributable to any item required to be taken into account of by a Partner for tax purposes, or an item affected by such item; and (6) to take any other action on behalf of the Partners of or the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 of this Agreement 7.6 shall also be fully applicable to the tax matters partner in its capacity as such. Notwithstanding the foregoing provisions of this Section 10.3B, no tax matters partner described in the second sentence of Section 10.3A may, without the prior written consent of the Company (which may be withheld in the Company's sole discretion), bind the Company, any of its Affiliates, or any qualified REIT subsidiary, partnership, limited liability company, or other Entity through which the Company or any of its Affiliates was a partner in the Partnership to any settlement agreement under section 6224 of the Code, file a petition for readjustment of partnership items in any court other than the Tax Court, or extend the period for assessing tax under section 6229 of the Code with respect to the Company, any of its Affiliates, or any qualified REIT subsidiary, partnership, limited liability company, or other Entity through which the Company or any of its Affiliates was a partner in the Partnership. The tax matters partner shall comply with the responsibilities imposed on it by section 301.6223(g)-1T of the Regulations. C. The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting feesfees and expenses) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an one or more law or accounting firm firms to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.

Tax Matters Partner. A. The General Partner shall be the "tax matters partner" of the Partnership for federal income tax purposes. Pursuant to Section 6223(c)(36230(e) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS with the name, address and profits profit interest of each of the Limited PartnersPartners and Assignees; provided, provided however, that such information is provided to the Partnership by the Limited PartnersPartners and Assignees. B. The tax matters partner is authorized, but not required: (1) to enter into any settlement with the IRS with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or (ii) who is a "notice partner" (as defined in Section 6231 of the Code) or a member of a "notice group" (as defined in Section 6223(b)(2) of the Code); (2) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 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 Partnership's principal place of business is located; (3) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5) to enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and (6) to take any other action on behalf of the Partners of the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 of this Agreement shall be fully applicable to the tax matters partner in its capacity as such. C. The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.

Tax Matters Partner. A. The General Partner (a) Omega REIT shall be the "“tax matters partner" ” of the Partnership for federal income tax purposes. Pursuant to Code Section 6223(c)(3) of the Code6223(c), upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS with the name, address and profits profit interest of each of the Limited Partners, ; provided that such information is provided to the Partnership by the Limited Partners. B. The (b) Omega REIT as tax matters partner is authorized, but not requiredshall (without Limited Partner approval) be permitted to: (1i) to enter into any settlement with the IRS with respect to any 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"”). In any such settlement agreement, and in the settlement agreement the tax matters partner Omega REIT may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant Partners to the Code and Regulations) files a statement with extent permitted under the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or Code; (ii) who is a "notice partner" (as defined seek judicial review in Section 6231 any court determined by Omega REIT of the Code) or a member of a "notice group" (as defined in Section 6223(b)(2) of the Code); (2) in the event that a notice of a any final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 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 Partnership's principal place of business is located”); (3iii) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4iv) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5v) to enter into an agreement with the IRS to extend the period for assessing any tax which that is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; andor (6vi) to take any other action on behalf of the Partners of the Partnership in connection with any tax audit or judicial review proceeding proceeding, including with respect to the extent permitted by applicable law any state or regulationslocal tax audit or judicial proceeding. The taking of any action and the incurring of any expense by the tax 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 Indemnitees Omega REIT set forth in Section 7.7 of this Agreement 7.6 shall be fully applicable to the tax matters partner Omega REIT in its capacity as suchtax matters partner. C. (c) The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder.

Tax Matters Partner. A. (a) The General Partner shall be the "tax matters partner" of the Partnership for federal income tax purposes. Pursuant The tax matters partner shall receive no compensation for its services. All third-party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees and expenses) shall be borne by the Partnership in addition to any reimbursement pursuant to Section 6223(c)(3) 7.4 hereof. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable. At the request of any Limited Partner, the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding General Partner agrees to consult with such Limited Partner with respect to the Partnershippreparation and filing of any returns and with respect to any subsequent audit or litigation relating to such returns; provided, however, that the tax matters partner filing of such returns shall furnish be in the IRS with the name, address sole and profits interest of each absolute discretion of the Limited Partners, provided that such information is provided to the Partnership by the Limited PartnersGeneral Partner. B. (b) The tax matters partner is authorized, but not required: (1i) to enter into any settlement with the IRS with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or (ii) who is a "notice partner" (as defined in Code Section 6231 of the Code6231) or a member of a "notice group" (as defined in Code Section 6223(b)(2) of the Code)); (2ii) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 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 Partnership's principal place of business is located; (3iii) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4iv) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5v) to enter into an agreement with the IRS to extend the period for assessing any tax which that is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and (6vi) to take any other action on behalf of the Partners of the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 of this Agreement hereof shall be fully applicable to the tax matters partner in its capacity as such. C. The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder.

Tax Matters Partner. A. (i) The General Partner shall be the "“tax matters partner" ” of the Partnership for federal income tax purposes. . (ii) Pursuant to Section 6223(c)(36230(e) of the Code, upon receipt of notice from the IRS Internal Revenue Service of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS Internal Revenue Service with the name, address address, taxpayer identification number, and profits profit interest of each of the Limited Partners, provided the Special Limited Partner and the Assignees; provided, that such information is provided to the Partnership by the Limited Partners, the Special Limited Partner and the Assignees. B. (iii) The tax matters partner is authorized, but not required: (1A) to enter into any settlement with the IRS Internal Revenue Service with respect to any administrative or judicial proceedings for the adjustment of Partnership items required to be taken into account by a Partner (including the Special Limited 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all PartnersPartners (including the Special Limited Partner), except that such settlement agreement shall not bind any Partner or the Special Limited Partner (i1) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS Internal Revenue Service providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or the Special Limited Partner; or (ii2) who is a "“notice partner" ” (as defined in Section 6231 6231(a)(8) of the Code) or a member of a "“notice group" ” (as defined in Section 6223(b)(2) of the Code); (2B) in the event that if a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner or the Special Limited Partner 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 or the United States Claims Court, or the filing of a complaint for refund with the United States Claims Court or the District Court of the United States for the district in which the Partnership's ’s principal place of business is located; (3C) to intervene in any action brought by any other Partner or the Special Limited Partner for judicial review of a final adjustment; (4D) to file a request for an administrative adjustment with the IRS at any time Internal Revenue Service and, if any part of such request is not allowed by the IRSInternal Revenue Service, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5E) to enter into an agreement with the IRS Internal Revenue Service to extend the period for assessing any tax which is attributable to any item required to be taken into account of by a Partner or the Special Limited Partner for tax purposes, or an item affected by such item; and (6F) to take any other action on behalf of the Partners of Partners, the Special Limited Partner or the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 7.6 of this Agreement shall be fully applicable to the tax matters partner in its capacity as such. C. (i) The tax matters partner shall receive no compensation for its services. . (ii) All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting feesfees and expenses) shall be borne by the Partnership. . (iii) Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.

Tax Matters Partner. A. The General Partner shall be the "“tax matters partner" ” of the Partnership for federal income tax purposes. Pursuant to Section 6223(c)(3) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS with the name, address and profits profit interest of each of the Limited Partners; provided, provided however, that such information is provided to the Partnership by the Limited Partners. B. The tax matters partner is authorized, but not required: (1) to enter into any settlement with the IRS with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or (ii) who is a "“notice partner" ” (as defined in Section 6231 of the Code) or a member of a "“notice group" ” (as defined in Section 6223(b)(2) of the Code); (2) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 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 Partnership's ’s principal place of business is located; (3) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5) to enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and (6) to take any other action on behalf of the Partners of the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 of this Agreement shall be fully applicable to the tax matters partner in its capacity as such. C. The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its his duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its his duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.

Tax Matters Partner. A. (a) The General Partner shall be the "“tax matters partner" ” of the Partnership for federal income tax purposes. Pursuant to Section 6223(c)(3) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, The tax matters partner shall receive no compensation for its services. All third-party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees and expenses) shall furnish the IRS with the name, address and profits interest of each of the Limited Partners, provided that such information is provided to be borne by the Partnership in addition to any reimbursement pursuant to Section 7.04 hereof. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Limited PartnersPartnership for such services is reasonable. B. (b) The tax matters partner is authorized, but not required: (1i) to enter into any settlement with the IRS with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, Partners except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner Partner; or (ii) who is a "“notice partner" ” (as defined in Section 6231 6231(a)(8) of the Code) or a member of a "“notice group" ” (as defined in within the meaning of Section 6223(b)(2) of the Code); (2ii) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 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 Partnership's ’s principal place of business is located; (3iii) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4iv) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5v) to enter into an agreement with the IRS to extend the period for assessing any tax which that is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and (6vi) to take any other action on behalf of the Partners of the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 of this Agreement 7.07 hereof shall be fully applicable to the tax matters partner in its capacity as such. C. The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder.

Tax Matters Partner. A. The General Partner shall be the "tax matters partner" of the Partnership for federal income tax purposes. Pursuant to Section 6223(c)(36223(c) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS with the name, address and profits profit interest of each of the Limited PartnersPartners and Assignees; provided, provided however, that such information is -------- ------- provided to the Partnership by the Limited PartnersPartners and Assignees. B. The tax matters partner is authorized, but not required: (1) to enter into any settlement with the IRS with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or (ii) who is a "notice partner" (as defined in Section 6231 of the Code) or a member of a "notice group" (as defined in Section 6223(b)(2) of the Code); (2) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 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 Partnership's principal place of business is located; (3) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5) to enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and (6) to take any other action on behalf of the Partners of the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 of this Agreement shall be fully applicable to the tax matters partner in its capacity as such. C. The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.

Tax Matters Partner. A. The General Partner shall be the "“tax matters partner" ” of the Partnership for purposes of the TEFRA Rules and the “partnership representative” of the Partnership for purposes of the BBA Rules (collectively, the “tax matters partner”) for federal income tax purposes. Pursuant With respect to Partnership tax years beginning before January 1, 2018, pursuant to Section 6223(c)(36230(e) (under the TEFRA Rules) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS with the name, address and profits profit interest of each of the Limited PartnersPartners and Assignees; provided, provided however, that such information is provided to the Partnership by the Limited PartnersPartners and Assignees. B. The tax matters partner is authorized, but not required: (1) to enter into any settlement with the IRS with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that that, to the extent permitted under the Code and Regulations, such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or (ii) who is a "“notice partner" ” (as defined in Section 6231 (under the TEFRA Rules) of the Code) or a member of a "“notice group" ” (as defined in Section 6223(b)(2) (under the TEFRA Rules) of the Code); (2) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 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 Partnership's ’s principal place of business is located; (3) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5) to enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and (6) to take any other action on behalf of the Partners of the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 of this Agreement shall be fully applicable to the tax matters partner in its capacity as such. C. The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm or law firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.

Tax Matters Partner. A. (a) The General Partner Manager shall be the "tax matters partner" Tax Matters Partner pursuant to Section 6231 of the Partnership Code. The Tax Matters Partner shall have the following duties: (i) to the extent and in the manner required by applicable law and regulations, to furnish the name, address, profits interest and taxpayer identification number of each Shareholder, and such other information as may be required by such law or regulations, to the Secretary of the Treasury or his delegate (the "Secretary"); and (ii) to the extent and in the manner required by applicable law and regulations, to keep each Shareholder informed of administrative and judicial proceedings for the adjustment at the Fund level of any item required to be taken into account by a Shareholder for federal income tax purposes. Pursuant purposes (such administrative and judicial proceedings referred to Section 6223(c)(3hereinafter as "judicial review"). (b) The Fund shall indemnify and reimburse the Tax Matters Partner (solely out of the CodeFund assets) for any and all expenses, upon receipt of notice from the IRS of the beginning of an including, without limitation, legal and accounting fees, claims, liabilities, losses and damages incurred in connection with any judicial or administrative proceeding review with respect to the Partnership, the tax matters partner shall furnish the IRS with the name, address and profits interest of each liability of the Limited PartnersShareholders. The payment of all such expenses shall be made before any distributions are made. No Manager (nor any affiliate or associate thereof) shall have any obligation to provide funds for such purpose. The taking of any action and the incurring of any expense by the Tax Matters Partner in connection with any such proceeding, provided that such information is provided except to the Partnership extent required by law, is a matter in the Limited Partnerssole discretion of the Tax Matters Partner. B. (c) The tax matters partner Tax Matters Partner is hereby authorized, but not required: (1i) to enter into any settlement agreement with the IRS Service with respect to any administrative tax audit 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 the settlement which agreement the tax matters partner Tax Matters Partner may expressly state that such agreement shall bind all Partnersthe Fund and the Shareholders, except that such settlement agreement shall not bind any Partner (i) person or entity who is entitled to file and who (within the time prescribed pursuant to the Code and Regulationsregulations thereunder) files a statement with the IRS providing Service stating that the tax matters partner Tax Matters Partner shall not have the authority to enter into a settlement agreement on behalf of such Partner person or (ii) who is a "notice partner" (as defined in Section 6231 of the Code) or a member of a "notice group" (as defined in Section 6223(b)(2) of the Code)entity; (2ii) in the event that a notice of a final administrative adjustment at the Partnership Fund level of any item required to be taken into account by a Partner Shareholder for tax purposes (a "final adjustment") is mailed 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 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 PartnershipFund's principal place of business is locatedlocated or the United States Claims Court; (3iii) to intervene in any action brought by any other Partner or on behalf of the Fund or a Shareholder for judicial review of a final adjustment; (4iv) to file a request for an administrative adjustment with the IRS Service at any time and, if any part of such request is not allowed by the IRSService, to file an appropriate pleading (a petition or complaint) for judicial review with respect to such request; (5v) to enter into an agreement with the IRS Service to extend the period for assessing any tax which is attributable to any Fund item required to be taken into account by a Partner Shareholder for tax purposes, or an item affected by any such item; and (6vi) to take any other action on behalf of the Partners of the Partnership Fund or a Shareholder in connection with any tax audit administrative or judicial review tax proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees set forth in Section 7.7 of this Agreement shall be fully applicable to the tax matters partner in its capacity as such. C. The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder.

Tax Matters Partner. A. The General Partner shall be the "tax matters partner" of the Partnership for federal income tax purposes. Pursuant to Section 6223(c)(36223(c) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS with the name, address and profits profit interest of each of the Limited PartnersPartners and Assignees; provided, provided however, that such information is provided to the Partnership by the Limited PartnersPartners and Assignees. B. The tax matters partner is authorized, but not required: (1) to enter into any settlement with the IRS with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or (ii) who is a "notice partner" (as defined in Section 6231 of the Code) or a member of a "notice group" (as defined in Section 6223(b)(2) of the Code); (2) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 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 Partnership's principal place of business is located; (3) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5) to enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and (6) to take any other action on behalf of the Partners of the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 of this Agreement shall be fully applicable to the tax matters partner in its capacity as such. C. The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.

Tax Matters Partner. A. (a) The General Partner shall be the "tax matters partner" of the Partnership for federal Federal income tax purposes. Pursuant to Section 6223(c)(3) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, The tax matters partner shall receive no compensation for its services. All third-party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees and expenses) shall furnish be borne by the IRS Partnership as a reimbursement pursuant to Section 7.4 hereof. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder. At the request of any Limited Partner, the General Partner agrees to inform such Limited Partner regarding the preparation and filing of any returns and with respect to any subsequent audit or litigation relating to such returns and to promptly provide each Partner with a copy of any and all such returns; provided, however, that the name, address filing of such returns shall be in the Sole and profits interest of each Absolute Discretion of the Limited Partners, provided that such information is provided to the Partnership by the Limited PartnersGeneral Partner. B. (b) The tax matters partner is authorized, but not required: (1i) to enter into any settlement with the IRS with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner (as the case may be) or (ii) who is a "notice partner" (as defined in Code Section 6231 of the Code6231) or a member of a "notice group" (as defined in Code Section 6223(b)(2) of the Code)); (2ii) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 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 Partnership's principal place of business is located; (3iii) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4iv) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5v) to enter into an agreement with the IRS to extend the period for assessing any tax which that is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such itemitem provided the tax matters partner receives the Consent of the Xxxxxxx Limited Partners, which consent shall not be unreasonably withheld or delayed; and (6vi) to take any other action on behalf of the Partners or any of the Partnership them in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax matters partner in connection with any such proceeding, except to the extent required by law, is a matter in the sole Sole and absolute discretion Absolute Discretion of the tax matters partner and the provisions relating to indemnification of Indemnitees the General Partner set forth in Section 7.7 of this Agreement hereof shall be fully applicable to the tax matters partner in its capacity as such. C. (c) The tax matters partner shall receive no compensation furnish information on all Holders of Partnership Units to the IRS sufficient to assure that all Holders of Partnership Units will be entitled to notices as provided in Code Section 6223(a). (d) The tax matters partner shall timely notify JQH Trust of any administrative or judicial proceedings for its services. All third party costs and expenses incurred by the adjustment of Partnership items in the event that the tax matters partner has failed to furnish the required information to all Holders of Partnership Units to the IRS which would otherwise result in performing its duties as JQH Trust's receiving such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereundernotice.

Tax Matters Partner. A. The General Partner shall be the "tax matters partner" of the Partnership for federal income tax purposes. Pursuant to Section 6223(c)(36230(e) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS with the name, address address, taxpayer identification number, and profits profit interest of each of the Limited PartnersPartners and the Assignees; provided, provided however, that such information is provided to the Partnership by the Limited PartnersPartners and the Assignees. B. The tax matters partner is authorized, but not required: (1) to enter into any settlement with the IRS with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner Partner: (i) who (within the time period prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner Partner; or (ii) who is a "notice partner" (as defined in Section 6231 6231(a)(8) of the Code) or a member of a "notice group" (as defined in Section 6223(b)(2) of the Code); (2) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 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 Partnership's principal place of business is located; (3) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5) to enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account of by a Partner for tax purposes, or an item affected by such item; and (6) to take any other action on of behalf of the Partners of or the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 of this Agreement shall be fully applicable to the tax matters partner in its capacity as such. C. The tax matters partner shall receive no special compensation for its servicesservices as such. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting feesfees and expenses) shall be borne or reimbursed by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder, including an accounting firm which also renders services to the General Partner and its Affiliates.

Tax Matters Partner. A. The General Partner shall be the "tax matters partner" of the Partnership for federal income tax purposes. Pursuant to Section 6223(c)(36223(c) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS with the name, address and profits profit interest of each of the Limited PartnersPartners and Assignees; provided, provided however, that such information -------- ------- is provided to the Partnership by the Limited PartnersPartners and Assignees. B. The tax matters partner is authorized, but not required: (1) to enter into any settlement with the IRS with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or (ii) who is a "notice partner" (as defined in Section 6231 of the Code) or a member of a "notice group" (as defined in Section 6223(b)(2) of the Code); (2) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 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 Partnership's principal place of business is located; (3) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5) to enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and (6) to take any other action on behalf of the Partners of the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 of this Agreement shall be fully applicable to the tax matters partner in its capacity as such. C. The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.

Tax Matters Partner. A. (a) The General Partner shall be the "“tax matters partner" ” of the Partnership for federal income tax purposes. Pursuant to Section 6223(c)(3) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, The tax matters partner shall receive no compensation for its services. All third-party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees and expenses) shall furnish the IRS with the name, address and profits interest of each of the Limited Partners, provided that such information is provided to be borne by the Partnership in addition to any reimbursement pursuant to Section 7.03(e) hereof. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Limited PartnersPartnership for such services is reasonable. B. (b) The tax matters partner is authorized, but not required: (1i) to enter into any settlement with the IRS with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or (ii) who is a "notice partner" (as defined in Section 6231 of the Code) or a member of a "notice group" (as defined in Section 6223(b)(2) of the Code); (2ii) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 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 Partnership's ’s principal place of business is located; (3iii) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4iv) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5v) to enter into an agreement with the IRS to extend the period for assessing any tax which that is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and (6vi) to take any other action on behalf of the Partners of the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 of this Agreement 7.07 hereof shall be fully applicable to the tax matters partner in its capacity as such. C. The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder.

Tax Matters Partner. A. The General Partner shall be the "tax matters partner" of the Partnership for federal income tax purposes. Pursuant to Section 6223(c)(3) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, The tax matters partner shall receive no compensation for its services. All third-party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees and expenses) shall furnish the IRS with the name, address and profits interest of each of the Limited Partners, provided that such information is provided to be borne by the Partnership in addition to any reimbursement pursuant to Section 7.4 hereof. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Limited PartnersPartnership for such services is reasonable. B. The tax matters partner is authorized, but not required: (1i) to enter into any settlement with the IRS with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or (ii) who is a "notice partner" (as defined in Code Section 6231 of the Code6231) or a member of a "notice group" (as defined in Code Section 6223(b)(2) of the Code)); (2ii) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 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 Partnership's principal place of business is located; (3iii) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4iv) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5v) to enter into an agreement with the IRS to extend the period for assessing any tax which that is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and (6vi) to take any other action on behalf of the Partners of the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 of this Agreement hereof shall be fully applicable to the tax matters partner in its capacity as such. C. The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder.

Tax Matters Partner. A. The General Partner shall be the "tax matters partner" of the Partnership for federal income tax purposes. Pursuant to Section 6223(c)(36230(e) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS with the name, address address, taxpayer identification number, and profits profit interest of each of the Limited PartnersPartners and the Assignees; provided, provided -------- however, that such information is provided to the Partnership by the Limited PartnersPartners and the Assignees. B. The tax matters partner is authorized, but not required: (1) to enter into any settlement with the IRS with respect to any administrative or judicial proceedings for the adjustment of the 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or (ii) who is a "notice partner" (as defined in Section 6231 6231(a)(8) of the Code) or a member of a "notice group" (as defined in Section 6223(b)(2) of the Code); (2) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 or the United States Claims Court, or the filing of a complaint for refund with the United States Claims Court or the District Court of the United States for the district in which the Partnership's principal place of business is located; (3) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5) to enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and (6) to take any other action on behalf of the Partners of the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 of this Agreement shall be fully applicable to the tax matters partner in its capacity as such. C. The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting feesfees and expenses) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting or legal firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.

Tax Matters Partner. A. (a) The General Partner shall be the "tax matters partner" of the Partnership for federal income tax purposes. Pursuant to Section 6223(c)(36230(e) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS with the name, address address, taxpayer identification number, and profits profit interest of each of the Limited PartnersPartners and the Assignees; provided, provided however, that such information is provided to the Partnership by the Limited PartnersPartners and the Assignees. B. (b) The tax matters partner is authorized, but not required:. (1) to enter into any settlement with the IRS with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner Partner; or (ii) who is a "notice partner" (as defined in Section 6231 6231(a)(8) of the Code) or a member of a "notice group" (as defined in Section 6223(b)(2) of the Code); (2) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 or the United States Claims Court, or the filing of a complaint for refund with the United States Claims Court or the District Court of the United States for the district in which the Partnership's principal place of business is located; (3) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5) to enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account of by a Partner for tax purposes, or an item affected by such item; and (6) to take any other action on behalf of the Partners of or the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 of this Agreement shall be fully applicable to the tax matters partner in its capacity as such. C. (c) The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting feesfees and expenses) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.

Tax Matters Partner. A. The General Partner or, if appropriate, Parent shall be the "“tax matters partner" ” of the Partnership for federal income tax purposes. Pursuant to Section 6223(c)(3) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS with the name, address and profits profit interest of each of the Limited Partners; provided, provided however, that such information is provided to the Partnership by the Limited Partners. B. The tax matters partner is authorized, but not required: (1) to enter into any settlement with the IRS with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or (ii) who is a "“notice partner" ” (as defined in Section 6231 of the Code) or a member of a "notice “group" ” (as defined in Section 6223(b)(2) of the Code); (2) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 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 Partnership's ’s principal place of business is located; (3) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5) to enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and (6) to take any other action on behalf of the Partners of the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees Parent and the General Partner set forth in Section 7.7 of this Agreement shall be fully applicable to the tax matters partner in its capacity as such. C. The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its his duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its his duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.

Tax Matters Partner. A. (i) The General Partner shall be the "“tax matters partner" ” of the Partnership for federal income tax purposes. . (ii) Pursuant to Section 6223(c)(36230(e) of the Code, upon receipt of notice from the IRS Internal Revenue Service of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS Internal Revenue Service with the name, address address, taxpayer identification number, and profits profit interest of each of the Limited Partners, provided the Special Limited Partner and the Assignees; provided, that such information is provided to the Partnership by the Limited Partners, the Special Limited Partner and the Assignees. B. (iii) The tax matters partner is authorized, but not required: (1A) to enter into any settlement with the IRS Internal Revenue Service with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all PartnersPartners (including the Special Limited Partner), except that such settlement agreement shall not bind any Partner or the Special Limited Partner (i1) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS Internal Revenue Service providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or the Special Limited Partner; or (ii2) who is a "“notice partner" ” (as defined in Section 6231 6231(a)(8) of the Code) or a member of a "“notice group" ” (as defined in Section 6223(b)(2) of the Code); (2B) in the event that if a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner or the Special Limited Partner 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 or the United States Claims Court, or the filing of a complaint for refund with the United States Claims Court or the District Court of the United States for the district in which the Partnership's ’s principal place of business is located; (3C) to intervene in any action brought by any other Partner or the Special Limited Partner for judicial review of a final adjustment; (4D) to file a request for an administrative adjustment with the IRS at any time Internal Revenue Service and, if any part of such request is not allowed by the IRSInternal Revenue Service, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5E) to enter into an agreement with the IRS Internal Revenue Service to extend the period for assessing any tax which is attributable to any item required to be taken into account of by a Partner or the Special Limited Partner for tax purposes, or an item affected by such item; and (6F) to take any other action on behalf of the Partners of Partners, the Special Limited Partner or the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 7.6 of this Agreement shall be fully applicable to the tax matters partner in its capacity as such. C. (b) (i) The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder.

Tax Matters Partner. A. The General Partner shall be the "“tax matters partner" ” of the Partnership for federal income tax purposes. Pursuant The tax matters partner shall receive no compensation for its services. All third-party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees and expenses) shall be borne by the Partnership in addition to any reimbursement pursuant to Section 6223(c)(3) 7.4 hereof. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable. At the request of any Limited Partner, the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding General Partner agrees to consult with such Limited Partner with respect to the Partnershippreparation and filing of any returns and with respect to any subsequent audit or litigation relating to such returns; provided, however, that the tax matters partner filing of such returns shall furnish be in the IRS with the name, address sole and profits interest of each absolute discretion of the Limited Partners, provided that such information is provided to the Partnership by the Limited PartnersGeneral Partner. B. The tax matters partner is authorized, but not required: (1) to enter into any settlement with the IRS with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or (ii) who is a "“notice partner" ” (as defined in Code Section 6231 of the Code6231) or a member of a "“notice group" ” (as defined in Code Section 6223(b)(2) of the Code);). (2) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 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 Partnership's ’s principal place of business is located. If the tax matters partner determines that the United States District Court or the United States Claims Court is the most appropriate forum in which to seek judicial review, the tax matters partner shall notify each Person who was a Partner at any time during the Partnership’s taxable year to which the final adjustment relates of the approximate amount by which such Person’s tax liability would be increased (based on such assumptions as the tax matters partner may in good faith make) if the treatment of partnership items on such Person’s return was made consistent with the treatment of partnership items on the Partnership’s return, as adjusted by the final adjustment. Unless each such Person deposits with the tax matters partner, for deposit with the IRS, the approximate amount of such Person’s increased tax liability, together with a written agreement to make additional deposits if required to satisfy the jurisdictional requirements of the Court, within thirty (30) days after the tax matters partner’s notice to such Person, the tax matters partner shall not seek judicial review in such Court. Instead, the tax matters partner may, but shall not be obligated to, file a petition in the United States Tax Court; (3) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5) to enter into an agreement with the IRS to extend the period for assessing any tax which that is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and (6) to take any other action on behalf of the Partners of the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 of this Agreement hereof shall be fully applicable to the tax matters partner in its capacity as such. C. The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder.

Tax Matters Partner. A. I. The General Partner shall be the "“tax matters partner" ” of the Partnership for federal income tax purposes. Pursuant to Section 6223(c)(36230(e) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS with the name, address address, taxpayer identification number, and profits profit interest of each of the Limited PartnersPartners and the Assignees; provided, provided however, that such information is provided to the Partnership by the Limited PartnersPartners and the Assignees. B. J. The tax matters partner is authorized, but not required: (1) to enter into any settlement with the IRS with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner Partner; or (ii) who is a "“notice partner" ” (as defined in Section 6231 6231(a)(8) of the Code) or a member of a "“notice group" ” (as defined in Section 6223(b)(2) of the Code); (2) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 or the United States Claims Court, or the filing of a complaint for refund with the United States Claims Court or the District Court of the United States for the district in which the Partnership's ’s principal place of business is located; (3) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5) to enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account of by a Partner for tax purposes, or an item affected by such item; and (6) to take any other action on behalf of the Partners of or the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 partner, and the provisions relating to indemnification of Indemnitees the General Partner set forth in Section 7.7 of this Agreement shall be fully applicable to the tax matters partner in its capacity as such. C. K. The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting feesfees and expenses) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting and/or law firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.

Tax Matters Partner. A. The General Partner shall be the "“tax matters partner" ” of the Partnership for federal income tax purposes. Pursuant to Section 6223(c)(3) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, The tax matters partner shall receive no compensation for its services. All third-party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees and expenses) shall furnish the IRS with the name, address and profits interest of each of the Limited Partners, provided that such information is provided to be borne by the Partnership in addition to any reimbursement pursuant to Section 7.4 hereof. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Limited Partners.Partnership for such services is reasonable. Back to Contents B. The tax matters partner is authorized, but not required: (1i) to enter into any settlement with the IRS with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or (ii) who is a "“notice partner" ” (as defined in Code Section 6231 of the Code6231) or a member of a "“notice group" ” (as defined in Code Section 6223(b)(2) of the Code)); (2ii) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 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 Partnership's ’s principal place of business is located; (3iii) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4iv) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5v) to enter into an agreement with the IRS to extend the period for assessing any tax which that is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and (6vi) to take any other action on behalf of the Partners of the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 of this Agreement hereof shall be fully applicable to the tax matters partner in its capacity as such. C. The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.

Tax Matters Partner. A. The General Partner shall be the "tax matters partner" of the Partnership for federal income tax purposes. Pursuant to Section 6223(c)(36230(e) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS with the name, address address, taxpayer identification number, and profits profit interest of each of the Limited PartnersPartners and the Assignees; provided, provided however, that such information is provided to the Partnership by the Limited PartnersPartners and the Assignees. B. The tax matters partner is authorized, but not required: (1) to enter into any settlement with the IRS with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or (ii) who is a "notice partner" (as defined in Section 6231 of the Code) or a member of a "notice group" (as defined in Section 6223(b)(2) of the Code);such (2) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 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 Partnership's principal place of business is located; (3) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5) to enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account of by a Partner for tax purposes, or an item affected by such item; and (6) to take any other action on of behalf of the Partners of or the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. . C. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 of this Agreement shall be fully applicable to the tax matters partner in its capacity as such. C. D. The tax matters partner shall receive no special compensation for its servicesservices as such. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting feesfees and expenses) shall be borne or reimbursed by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder, including an accounting firm which also renders services to the General Partner and its Affiliates.

Tax Matters Partner. A. The General Partner shall be the "tax matters partner" of the Partnership for federal income tax purposes. Pursuant to Section 6223(c)(36230(e) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS with the name, address address, taxpayer identification number, and profits profit interest of each of the Limited PartnersPartners and the Assignees; provided, provided however, that such information is provided to the Partnership by the Limited PartnersPartners and the Assignees. B. The tax matters partner is authorized, but not required:. (1) to enter into any settlement with the IRS with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or (ii) who is a "notice partner" (as defined in Section 6231 of the Code) or a member of a "notice group" (as defined in Section 6223(b)(2) of the Code);a (2) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 or the United States Claims Court, or the filing of a complaint for refund with the United States Claims Court or the District Court of the United States for the district in which the Partnership's principal place of business is located; (3) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5) to enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and (6) to take any other action on behalf of the Partners of or the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 of this Agreement shall be fully applicable to the tax matters partner in its capacity as such. C. The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting feesfees and expenses) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.

Tax Matters Partner. A. The General Partner Managing Member shall be the "tax matters partner" of the Partnership Company for federal income tax purposes. Pursuant to Section 6223(c)(36230(e) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnershippartnership, the tax matters partner shall furnish the IRS with the name, address address, taxpayer identification number, and profits profit interest of each of the Limited PartnersNon-Managing Members and the assignees, provided that such which information is shall be provided to the Partnership Company by the Limited PartnersNon-Managing Members and the assignees. B. The tax matters partner is authorized, but not required: (1) to enter into any settlement with the IRS with respect to any administrative or judicial proceedings for the adjustment of Partnership Company 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all PartnersMembers, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner Partner; or (ii) who is a "notice partner" (as defined in Section 6231 6231(a)(8) of the Code) or a member of a "notice group" (as defined in Section 6223(b)(2) of the Code)) ; (2) in the event that a notice of a final administrative adjustment at the Partnership Company level of any item required to be taken into account by a Partner 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 or the United States Claims Court, or the filing of a complaint for refund with the United States Claims Court or the District Court of the United States for the district in which the Partnership's principal place Xxxxxx Xxxxxx xxx xxx xxxxxxxx xx xxxxx xxx Xxxxxxx'x xxxxxxxxx xlace of business is located; (3) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5) to enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account of by a Partner for tax purposes, or an item affected by such item; and (6) to take any other action on behalf of the Partners of Members or the Partnership Company in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax matters partner in connection with any such proceeding, except to the extent required by law, is a matter in the sole and absolute reasonable discretion of the tax matters partner and the provisions relating to indemnification of Indemnitees the Managing Member set forth in Section 7.7 7.6 of this Agreement shall be fully applicable to the tax matters partner in its capacity as such. C. The tax matters partner may not, without the prior written consent of Holdings, consent to or otherwise agree to any matter that could result in the disqualification of Reckson as a REIT or subject Reckson to any tax on a prohibited transaction. D. The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting feesfees and expenses) shall be borne by the PartnershipCompany. Nothing herein shall be construed to restrict the Partnership Company from engaging an accounting and/or law firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Company for such services is reasonable.

Tax Matters Partner. A. The General Partner shall be the "tax matters partner" of the Partnership for federal Federal income tax purposes. Pursuant to Section 6223(c)(36223(c) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS with the name, address and profits profit interest of each of the Limited PartnersPartners and Assignees; provided, provided however, that such information is provided to the Partnership by the Limited PartnersPartners and Assignees. B. The tax matters partner is authorized, but not required: (1i) to enter into any settlement with the IRS with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (ia) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a 52 58 settlement agreement on behalf of such Partner or (iib) who is a "notice partner" (as defined in Section 6231 of the Code) or a member of a "notice group" (as defined in Section 6223(b)(2) of the Code); (2ii) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 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 Partnership's principal place of business is located; (3iii) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4iv) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5v) to enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and (6vi) to take any other action on behalf of the Partners of the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 of this Agreement shall be fully applicable to the tax matters partner in its capacity as such. C. The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.

Tax Matters Partner. A. (a) The General Partner shall be the "tax matters partner" of “Tax Matters Partner” for the Partnership Partnership, as that term is defined in, and for federal income tax purposes. Pursuant to all purposes of, Section 6223(c)(36231(a) of the Code, upon receipt of notice from Code and all applicable Regulations promulgated thereunder. (b) To the IRS of extent and in the beginning of an administrative proceeding with respect to the Partnershipmanner required by applicable Code sections and Regulations thereunder, the tax matters partner Tax Matters Partner shall furnish the IRS with the name, address and address, profits interest and taxpayer identification number of each of the Limited Partners, provided that such information is provided Partner to the Partnership by the Limited PartnersIRS. B. The tax matters partner is authorized(c) To the extent and in the manner provided by applicable Code sections and Regulations thereunder, but not required: (1) to enter into any settlement with the IRS with respect to any Tax Matters Partner shall inform each Partner of 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"”). (d) The Tax Matters Partner is authorized, but not required: (i) to enter into any settlement with the IRS with respect to any tax audit or judicial review, and in the settlement agreement the tax matters partner Tax Matters Partner may expressly state that such agreement shall bind all Partners, Partners except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulationsregulations thereunder) files a statement with the 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 Partner or (ii) who is a "notice partner" (as defined in Section 6231 of the Code) or a member of a "notice group" (as defined in Section 6223(b)(2) of the Code)Partner; (2ii) in the event that a notice of a final administrative adjustment at the Partnership partnership level of any item required to be taken into account by a Partner for tax purposes (a "“final adjustment"”) is mailed 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 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 Partnership's ’s principal place of business is located; (3iii) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4iv) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5v) to enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Partner for income tax purposes, or an item affected by such item; andor (6vi) to take any other action on behalf of the Partners of or the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. (e) The Partnership shall indemnify and reimburse the Tax Matters Partner for all expenses, including legal and accounting fees (as such fees are incurred), claims, liabilities, losses and damages incurred in connection with any tax audit or judicial review proceeding with respect to the tax liability of the Partners. The taking of any action and the incurring of any expense by the tax matters partner Tax 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 Tax Matters Partner and the provisions relating to on limitations of liability of the General Partner and indemnification of Indemnitees set forth in Section 7.7 of this Agreement shall be fully applicable to the tax matters partner Tax Matters Partner in its capacity as such. C. The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder.

Tax Matters Partner. A. (a) The General Partner shall be the "tax matters partner" of the Partnership for federal Federal income tax purposes. Pursuant to Section 6223(c)(3) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS with the name, address and profits profit interest of each of the Limited Partners; provided, provided however, that such information is provided to the Partnership by the Limited Partners. B. (b) The tax matters partner is authorized, but not required: (1i) to enter into any settlement with the IRS with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or (ii) who is a "notice partner" (as defined in Section 6231 of the Code) or a member of a "notice group" (as defined in Section 6223(b)(2) of the Code); (2ii) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 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 Partnership's principal place of business is located; (3iii) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4iv) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5v) to enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and (6vi) to take any other action on behalf of the Partners of the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. . (c) The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 of this Agreement 9.5 hereof shall be fully applicable to the tax matters partner in its capacity as such. C. (d) The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its his duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.

Tax Matters Partner. A. The General Partner shall be the "tax matters partner" of the Partnership for federal income tax purposes. Pursuant The tax matters partner shall receive no compensation for its services. All third-party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees and expenses) shall be borne by the Partnership in addition to any reimbursement pursuant to Section 6223(c)(3) 7.4 hereof. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable. At the request of any Limited Partner, the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding General Partner agrees to consult with such Limited Partner with respect to the Partnershippreparation and filing of any returns and with respect to any subsequent audit or litigation relating to such returns; provided, however, that the tax matters partner filing of such returns shall furnish be in the IRS with the name, address sole and profits interest of each absolute discretion of the Limited Partners, provided that such information is provided to the Partnership by the Limited PartnersGeneral Partner. B. The tax matters partner is authorized, but not required: (1) to enter into any settlement with the IRS with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or (ii) who is a "notice partner" (as defined in Code Section 6231 of the Code6231) or a member of a "notice group" (as defined in Code Section 6223(b)(2) of the Code)); (2) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 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 Partnership's principal place of business is located. If the tax matters partner determines that the United States District Court or the United States Claims Court is the most appropriate forum in which to seek judicial review, the tax matters partner shall notify each Person who was a Partner at any time during the Partnership's taxable year to which the final adjustment relates of the approximate amount by which such Person's tax liability would be increased (based on such assumptions as the tax matters partner may in good faith make) if the treatment of partnership items on such Person's return was made consistent with the treatment of partnership items on the Partnership's return, as adjusted by the final adjustment. Unless each such Person deposits with the tax matters partner, for deposit with the IRS, the approximate amount of such Person's increased tax liability, together with a written agreement to make additional deposits if required to satisfy the jurisdictional requirements of the Court, within thirty (30) days after the tax matters partner's notice to such Person, the tax matters partner shall not seek judicial review in such Court. Instead, the tax matters partner may, but shall not be obligated to, file a petition in the United States Tax Court; (3) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5) to enter into an agreement with the IRS to extend the period for assessing any tax which that is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and (6) to take any other action on behalf of the Partners of the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 of this Agreement hereof shall be fully applicable to the tax matters partner in its capacity as such. C. The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder.

Tax Matters Partner. A. (i) The General Partner shall be the "“tax matters partner" ” of the Partnership for federal income tax purposes. . (ii) Pursuant to Section 6223(c)(36230(e) of the Code, upon receipt of notice from the IRS Internal Revenue Service of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS Internal Revenue Service with the name, address address, taxpayer identification number, and profits profit interest of each of the Limited PartnersPartners and the Assignees; provided, provided that such information is provided to the Partnership by the Limited PartnersPartners and the Assignees. B. (iii) The tax matters partner is authorized, but not required: (1A) to enter into any settlement with the IRS Internal Revenue Service with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner Partner (i1) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS Internal Revenue Service providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or Partner; or (ii2) who is a "“notice partner" ” (as defined in Section 6231 6231(a)(8) of the Code) or a member of a "“notice group" ” (as defined in Section 6223(b)(2) of the Code); (2B) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 or the United States Claims Court, or the filing of a complaint for refund with the United States Claims Court or the District Court of the United States for the district in which the Partnership's ’s principal place of business is located; (3C) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4D) to file a request for an administrative adjustment with the IRS at any time Internal Revenue Service and, if any part of such request is not allowed by the IRSInternal Revenue Service, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5E) to enter into an agreement with the IRS Internal Revenue Service to extend the period for assessing any tax which is attributable to any item required to be taken into account of by a Partner for tax purposes, or an item affected by such item; and (6F) to take any other action on behalf of the Partners of or the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 7.6 of this Agreement shall be fully applicable to the tax matters partner in its capacity as such. C. The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder.

Tax Matters Partner. A. The General Partner shall be the "tax matters partner" of the Partnership for federal income tax purposes. Pursuant to Section 6223(c)(36223(c) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS with the name, address and profits profit interest of each of the Limited PartnersPartners and Assignees; provided, provided however, that such information is provided to the Partnership by the Limited PartnersPartners and Assignees. B. The tax matters partner is authorized, but not required: (1) to enter into any settlement with the IRS with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or (ii) who is a "notice partner" (as defined in Section 6231 of the Code) or a member of a "notice group" (as defined in Section 6223(b)(2) of the Code); (2) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 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 Partnership's principal place of business is located; (3) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5) to enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and (6) to take any other action on behalf of the Partners of the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees set forth in Section 7.7 of this Agreement shall be fully applicable to the tax matters partner in its capacity as such. C. The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder.

Tax Matters Partner. A. (a) The General Partner is hereby designated as the tax matters partner for the Partnership within the meaning of Section 6231(a)(7) of the Code. In exercising its authority as tax matters partner, the General Partner shall be limited by the "provisions of this Agreement affecting tax matters partner" aspects of the Partnership for federal income tax purposes. Pursuant to Section 6223(c)(3) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS with the name, address and profits interest of each of the Limited Partners, provided that such information is provided to the Partnership by the Limited Partners. B. (b) The tax matters partner is authorized, but not required: (1i) to enter into any settlement with the IRS with respect to any 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 in this paragraph (b) as a "tax audit" and such judicial proceedings being referred to as "judicial review"), and in the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or (ii) who is a "notice partner" (as defined in Section 6231 6231(a)(8) of the Code) or a member of a "notice group" (as defined addressed in Section 6223(b)(2) of the Code); (2ii) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 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 Partnership's principal place of business is located; (3iii) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4iv) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5v) to enter into an agreement with the IRS to extend the period for assessing any tax which that is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and (6vi) to take any other action on behalf of the Partners of the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. law. (c) The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 7.10 of this Agreement shall be fully applicable to the tax matters partner in its capacity as such. C. . The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting feesfees and expenses) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder.

Tax Matters Partner. A. The General Partner shall be the "tax matters partner" of the Partnership for federal income tax purposes. Pursuant to Section 6223(c)(3) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS with the name, address and profits interest of each of the Limited Partners, provided that such information is provided to the Partnership by the Limited Partners. B. The tax matters partner is authorized, but not required: (1) to enter into any settlement with the IRS with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or (ii) who is a "notice partner" (as defined in Section 6231 of the Code) or a member of a "notice group" (as defined in Section 6223(b)(2) of the Code); (2) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 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 Partnership's principal place of business is located; (3) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5) to enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and (6) to take any other action on behalf of the Partners of the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees set forth in Section 7.7 of this Agreement shall be fully applicable to the tax matters partner in its capacity as suchpartner. C. The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder.

Tax Matters Partner. A. The General Partner shall be the "tax matters partner" of the Partnership for federal income tax purposes. Pursuant to Section 6223(c)(36223(c) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS with the name, address and profits profit interest of each of the Limited PartnersPartners and Assignees; provided, provided however, that such information is provided to the Partnership by the Limited PartnersPartners and Assignees. B. The tax matters partner is authorized, but not required: (1) to enter into any settlement with the IRS with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or (ii) who is a "notice partner" (as defined in Section 6231 of the Code) or a member of a "notice group" (as defined in Section 6223(b)(2) of the Code); (2) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 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 Partnership's principal place of business is located; (3) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5) to enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and (6) to take any other action on behalf of the Partners of the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 of this Agreement shall be fully applicable to the tax matters partner in its capacity as such. C. The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.

Tax Matters Partner. A. The General Partner shall be the "tax matters partner" of the Partnership for federal income tax purposespurposes within the meaning of Section 6231(a)(7) of the Code. Pursuant to Section 6223(c)(36230(e) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS with the name, address address, taxpayer identification number, and profits profit interest of each of the Limited PartnersPartners and the Assignees; provided, provided however, that such information is provided to the Partnership by the Limited PartnersPartners and the Assignees. B. The tax matters partner is authorized, but not required: (1a) to enter into any settlement with the IRS with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner Partner; or (ii) who is a "notice partner" (as defined in Section 6231 6231(a)(8) of the Code) or a member of a "notice group" (as defined in Section 6223(b)(2) of the Code); (2b) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 or the United States Claims Court, or the filing of a complaint for refund with the United States Claims Court or the District Court of the United States for the district in which the Partnership's principal place of business is located; (3c) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4d) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5e) to enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account of by a Partner for tax purposes, or an item affected by such item; and (6f) to take any other action on behalf of the Partners of or the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 of this Agreement shall be fully applicable to the tax matters partner in its capacity as such. C. The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting feesfees and expenses) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.

Tax Matters Partner. A. The Managing General Partner shall be the "tax matters partner" of the Partnership for federal Federal income tax purposes. Pursuant to Section 6223(c)(3) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, The tax matters partner shall receive no compensation for its services. All third-party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees and expenses) shall furnish be borne by the IRS Partnership in addition to any reimbursement pursuant to Section 7.4 hereof. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable. At the request of any Limited Partner or any Investor, the Managing General Partner agrees to inform such Limited Partner or Investor regarding the preparation and filing of any returns and with respect to any subsequent audit or litigation relating to such returns; provided, however, that -------- ------- the name, address filing of such returns shall be in the sole and profits interest of each absolute discretion of the Limited Partners, provided that such information is provided to the Partnership by the Limited PartnersManaging General Partner. B. The tax matters partner is authorized, but not required: (1) to enter into any settlement with the IRS with respect to any administrative or judicial proceedings for the adjustment of Partnership items required to be taken into account by a Partner or an Investor 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 the settlement agreement the tax matters partner may ------ expressly state that such agreement shall bind all PartnersPartners and Investors, except that such settlement agreement shall not bind any Partner or Investor (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or such Investor (as the case may be) or (ii) who is a "notice partner" (as defined in Code Section 6231 of the Code6231) or a member of a "notice group" (as defined in Code Section 6223(b)(2) of the Code)); (2) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner or an Investor 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 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 Partnership's principal place of business is located; (3) to intervene in any action brought by any other Partner or any Investor for judicial review of a final adjustment; (4) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5) to enter into an agreement with the IRS to extend the period for assessing any tax which that is attributable to any item required to be taken into account by a Partner or an Investor for tax purposes, or an item affected by such item; and (6) to take any other action on behalf of the Partners and the Investors or any of the Partnership them in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the Managing General Partner set forth in Section 7.7 of this Agreement hereof shall be fully applicable to the tax matters partner in its capacity as such. C. The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder.

Tax Matters Partner. A. (a) The General Partner shall be is hereby designated as the "“tax matters partner" ” of the Partnership (as defined in the Code) and is authorized and required to represent the Partnership (at the Partnership’s expense) in connection with all examinations of the Partnership’s affairs by tax authorities, including resulting administrative and judicial proceedings, and to expend Partnership funds for federal income professional services and costs associated therewith. The Limited Partners agree to cooperate with the General Partner and to do or refrain from doing any or all things reasonably required by the General Partner to conduct such proceedings. In addition, each Limited Partner agrees that: (i) it will not file a statement under section 6224(c)(3)(B) of the Code prohibiting the tax purposes. Pursuant matters partner from entering into a settlement on its behalf with respect to Section 6223(c)(3Partnership items; (ii) it will not form or become a member of a group of Partners having a 5% or greater interest in the profits of the Partnership under section 6223(b)(2) of the Code, upon receipt ; and (iii) the General Partner is authorized to file a copy of notice from this Agreement with the IRS Service pursuant to section 6224(b) of the beginning Code if necessary to perfect the Limited Partner’s waiver of an administrative proceeding with respect to the Partnership, rights hereunder. (b) As the tax matters partner shall furnish partner, the IRS with the name, address and profits interest of each of the Limited General Partner will give notice to all Partners, provided that such information is provided to the Partnership by the Limited Partners. B. The tax matters partner is authorizedwithin 30 days (in advance, but not requiredunless impossible), of: (1i) the receipt by the Partnership of notification from the Service of its intent to enter into conduct an audit of the Partnership; (ii) the receipt of final Partnership administrative adjustments pursuant to section 6223 of the Code; (iii) any settlement by the General Partner with the IRS Service or any settlement by any other Partner with respect the Service of which the General Partner received notice; (iv) notice of the Partnership’s filing of a petition for judicial review of any final partnership administrative adjustment or an appeal of a judicial decision; (v) notice of the Partnership’s decision not to file a petition for judicial review of any final Partnership administrative or judicial proceedings for adjustment; and (vi) any other information required by section 6223(g) of the adjustment of Partnership items required Code. (c) Subject to be taken into account by a the limitations set forth in this Agreement, the General 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner is authorized to: (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such with the Service with respect to any tax audit or judicial review, in which agreement the General Partner or may expressly state that the agreement will bind all Partners; (ii) who is file a "notice partner" (as defined in Section 6231 of the Code) or a member of a "notice group" (as defined in Section 6223(b)(2) of the Code); (2) in the event that a notice petition for judicial review of a final administrative adjustment at the Partnership level of any item required pursuant to be taken into account by a Partner 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 or the United States Claims Court, or the filing of a complaint for refund with the District Court section 6226 of the United States for the district in which the Partnership's principal place of business is locatedCode; (3iii) to intervene in any action brought by any other Partner for judicial review of a final administrative adjustment; (4iv) to file a request for an administrative adjustment with the IRS Service at any time and, if any part of such the request is not allowed by the IRSService, to file an appropriate pleading (a petition or complaint) for judicial review with respect to such the request; (5) to enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and (6v) to take any other action on behalf of the Partners of or the Partnership in connection with any tax audit administrative or judicial review tax proceeding to the extent permitted by applicable law or regulations. . (d) The taking of any action and Partnership shall reimburse the incurring of any expense General Partner for all expenses incurred by the tax matters partner it 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 Indemnitees set forth in Section 7.7 of this Agreement shall be fully applicable administrative or judicial proceeding with respect to the tax matters partner in its capacity as suchliabilities of the Partners. C. The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder.

Tax Matters Partner. A. The General Partner shall be the "tax matters partner" of the Partnership for federal income tax purposes. Pursuant to Section 6223(c)(3) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS with the name, address and profits profit interest of each of the Limited Partners; provided, provided however, that such information is provided to the Partnership by the Limited Partners. B. The tax matters partner is authorized, but not required: (1) to enter into any settlement with the IRS with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or (ii) who is a "notice partner" (as defined in Section 6231 of the Code) or a member of a "notice group" (as defined in Section 6223(b)(2) of the Code); (2) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 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 Partnership's principal place of business is located; (3) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5) to enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and (6) to take any other action on behalf of the Partners of the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 of this Agreement shall be fully applicable to the tax matters partner in its capacity as such. C. The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its his duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its his duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.

Tax Matters Partner. A. The General Partner shall be the "“tax matters partner" ” of the Partnership for federal income tax purposes. Pursuant to Section 6223(c)(36230(e) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS with the name, address address, taxpayer identification number, and profits profit interest of each of the Limited PartnersPartners and the Assignees; provided, provided however, that such information is provided to the Partnership by the Limited PartnersPartners and the Assignees. B. The tax matters partner is authorized, but not required: (1) to enter into any settlement with the IRS with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner Partner; or (ii) who is a "“notice partner" ” (as defined in Section 6231 6231(a)-(8) of the Code) or a member of a "“notice group" ” (as defined in Section 6223(b)(26223(b)-(2) of the Code); (2) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 or the United States Claims Court, or the filing of a complaint for refund with the United States Claims Court or the District Court of the United States for the district in which the Partnership's ’s principal place of business is located; (3) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5) to enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account of by a Partner for tax purposes, or an item affected by such item; and (6) to take any other action on behalf of the Partners of or the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 of this Agreement shall be fully applicable to the tax matters partner in its capacity as such. C. The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting feesfees and expenses) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.

Tax Matters Partner. A. The General Partner shall be the "“tax matters partner" ” of the Partnership for federal income tax purposes. Pursuant to Section 6223(c)(3) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS with the name, address and profits profit interest of each of the Limited Partners; provided, provided however, that such information is provided to the Partnership by the Limited Partners. B. The tax matters partner is authorized, but not required: (1) to enter into any settlement with the IRS with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or (ii) who is a "“notice partner" ” (as defined in Section 6231 of the Code) or a member of a "“notice group" ” (as defined in Section 6223(b)(2) of the Code); (2) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 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 Partnership's ’s principal place of business is located;; NY\5888591.8 (3) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5) to enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and (6) to take any other action on behalf of the Partners of the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 of this Agreement shall be fully applicable to the tax matters partner in its capacity as such. C. The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its his duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its his duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.

Tax Matters Partner. A. (i) The General Partner shall be the "“tax matters partner" ” of the Partnership for federal income tax purposes. . (ii) Pursuant to Section 6223(c)(36230(e) of the Code, upon receipt of notice from the IRS Internal Revenue Service of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS Internal Revenue Service with the name, address address, taxpayer identification number, and profits profit interest of each of the Limited PartnersPartners and each of the Assignees; provided, provided however, that such information is provided to the Partnership by the Limited PartnersPartners and the Assignees. B. (iii) The tax matters partner is authorized, but not required: (1A) to enter into any settlement with the IRS Internal Revenue Service with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner Partner: (i1) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS Internal Revenue Service providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or Partner; or (ii2) who is a "“notice partner" ” (as defined in Section 6231 6231(a)(8) of the Code) or a member of a "“notice group" ” (as defined in Section 6223(b)(2) of the Code); (2B) in the event that if a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 or the United States Claims Court, or the filing of a complaint for refund with the United States Claims Court or the District Court of the United States for the district in which the Partnership's ’s principal place of business is located; (3C) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4D) to file a request for an administrative adjustment with the IRS at any time Internal Revenue Service and, if any part of such request is not allowed by the IRSInternal Revenue Service, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5E) to enter into an agreement with the IRS Internal Revenue Service to extend the period for assessing any tax which is attributable to any item required to be taken into account of by a Partner for tax purposes, or an item affected by such item; and (6F) to take any other action on behalf of the Partners of or the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 7.6 of this Agreement shall be fully applicable to the tax matters partner in its capacity as such. C. (b) (i) The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder.

Tax Matters Partner. A. (i) The General Partner shall be the "“tax matters partner" ” of the Partnership for federal income tax purposes. purposes as and when required pursuant to Section 6231(a)(7) of the Code to the extent applicable for taxable years beginning before January 1, 2018. (ii) Pursuant to Section 6223(c)(36230(e) of the Code, upon receipt of notice from the IRS Internal Revenue Service of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS Internal Revenue Service with the name, address address, taxpayer identification number, and profits profit interest of each of the Limited Partners, provided the Special Limited Partner and the Assignees; provided, however, that such information is provided to the Partnership by the Limited Partners, the Special Limited Partner and the Assignees. B. (iii) The tax matters partner is authorized, but not required: (1A) to enter into any settlement with the IRS Internal Revenue Service with respect to any administrative or judicial proceedings for the adjustment of Partnership items required to be taken into account by a Partner (including the Special Limited 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all PartnersPartners (including the Special Limited Partner), except that such settlement agreement shall not bind any Partner or the Special Limited Partner (i1) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS Internal Revenue Service providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or the Special Limited Partner; or (ii2) who is a "“notice partner" ” (as defined in Section 6231 6231(a)(8) of the Code) or a member of a "“notice group" ” (as defined in Section 6223(b)(2) of the Code); (2B) in the event that if a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner or the Special Limited Partner 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 or the United States Claims Court, or the filing of a complaint for refund with the United States Claims Court or the District Court of the United States for the district in which the Partnership's ’s principal place of business is located; (3C) to intervene in any action brought by any other Partner or the Special Limited Partner for judicial review of a final adjustment; (4D) to file a request for an administrative adjustment with the IRS at any time Internal Revenue Service and, if any part of such request is not allowed by the IRSInternal Revenue Service, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5E) to enter into an agreement with the IRS Internal Revenue Service to extend the period for assessing any tax which is attributable to any item required to be taken into account of by a Partner or the Special Limited Partner for tax purposes, or an item affected by such item; and (6F) to take any other action on behalf of the Partners of Partners, the Special Limited Partner or the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 7.6 of this Agreement shall be fully applicable to the tax matters partner in its capacity as such. C. (i) The tax matters partner shall receive no compensation for its services. . (ii) All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting feesfees and expenses) shall be borne by the Partnership. . (iii) Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.

Tax Matters Partner. A. The General Partner shall be the "tax matters partner" of the Partnership for federal income tax purposes. Pursuant to Section 6223(c)(3) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, The tax matters partner shall receive no compensation for its services. All third-party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees and expenses) shall furnish the IRS with the name, address and profits interest of each of the Limited Partners, provided that such information is provided to be borne by the Partnership in addition to any reimbursement pursuant to Section 7.4 hereof. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Limited Partners.Partnership for such services is reasonable. - 52 - B. The tax matters partner is authorized, but not required: (1i) to enter into any settlement with the IRS with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or (ii) who is a "notice partner" (as defined in Code Section 6231 of the Code6231) or a member of a "notice group" (as defined in Code Section 6223(b)(2) of the Code)); (2ii) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 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 Partnership's principal place of business is located; (3iii) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4iv) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5v) to enter into an agreement with the IRS to extend the period for assessing any tax which that is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and (6vi) to take any other action on behalf of the Partners of the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 of this Agreement hereof shall be fully applicable to the tax matters partner in its capacity as such. C. The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder.

Tax Matters Partner. A. The General Partner shall be the "tax matters partner" of the Partnership for federal income tax purposes. Pursuant to Section 6223(c)(3) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS with the name, address and profits profit interest of each of the Limited Partners; provided, provided however, that such information is provided to -------- ------- the Partnership by the Limited Partners. B. The tax matters partner is authorized, but not required: (1) to enter into any settlement with the IRS with respect to any 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 the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or (ii) who is a "notice partner" (as defined in Section 6231 of the Code) or a member of a "notice group" (as defined in Section 6223(b)(2) of the Code); (2) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner 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 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 Partnership's principal place of business is located; (3) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5) to enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and (6) to take any other action on behalf of the Partners of the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the tax 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 Indemnitees the General Partner set forth in Section 7.7 of this Agreement shall be fully applicable to the tax matters partner in its capacity as such. C. The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its his duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its his duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.