AND TO EMPLOY COUNSEL OF ITS CHOICE AT ITS
EXPENSE; PROVIDED, HOWEVER, THAT, WITH RESPECT TO SUCH ISSUES THAT MAY IMPACT
SUBSIDIARY OR ANY SUBSIDIARY MEMBER FOR ANY POST-DISTRIBUTION TAXABLE PERIOD OR
FOR WHICH SUBSIDIARY MAY BE RESPONSIBLE IN PART UNDER SECTION 10.07(B) AND
SECTION 10.13, PARENT SHALL (A) AFFORD SUBSIDIARY FULL OPPORTUNITY TO OBSERVE AT
ANY SUCH PROCEEDINGS AND TO REVIEW ANY SUBMISSIONS RELATED TO SUCH ISSUES,
(B) IN GOOD FAITH CONSULT WITH SUBSIDIARY REGARDING ITS COMMENTS WITH RESPECT TO
SUCH PROCEEDINGS AND SUBMISSIONS IN AN EFFORT TO RESOLVE ANY DIFFERENCES WITH
RESPECT TO PARENT'S POSITIONS WITH REGARD TO SUCH ISSUES, (C) IN GOOD FAITH
CONSIDER SUBSIDIARY'S RECOMMENDATIONS FOR ALTERNATIVE POSITIONS WITH RESPECT TO
SUCH ISSUES, AND (D) ADVISE SUBSIDIARY OF THE REASONS FOR REJECTING ANY SUCH
ALTERNATIVE POSITION.
IN THE EVENT OF ANY DISAGREEMENT REGARDING THE
PROCEEDINGS, PARENT SHALL HAVE THE ULTIMATE CONTROL OF THE CONTEST AND ANY
SETTLEMENT OR OTHER RESOLUTION THEREOF.
(II)
CONTROL AND CONSULTATION BY SUBSIDIARY.
SUBSIDIARY SHALL HAVE
THE RIGHT TO CONTROL, AND TO REPRESENT THE INTERESTS OF ALL AFFECTED TAXPAYERS
IN, ANY TAX AUDIT OR ADMINISTRATIVE, JUDICIAL OR OTHER PROCEEDING RELATING
SOLELY TO ANY POST-DISTRIBUTION TAXABLE PERIOD OF THE SUBSIDIARY GROUP OR ANY
SUBSIDIARY MEMBER, OR RELATING TO ANY OTHER TAXABLE PERIOD FOR WHICH SUBSIDIARY
IS SOLELY RESPONSIBLE FOR TAXES UNDER SECTION 10.07 AND SECTION 10.13; AND TO
EMPLOY COUNSEL OF ITS CHOICE AT ITS EXPENSE; PROVIDED, HOWEVER, THAT SUBSIDIARY
SHALL (A) AFFORD PARENT FULL OPPORTUNITY TO OBSERVE AT ANY SUCH PROCEEDINGS AND
TO REVIEW ANY SUBMISSIONS RELATED THERETO AND (B) NOT AGREE TO SETTLE ANY SUCH
PROCEEDING IN A MANNER THAT COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL AND
ADVERSE EFFECT ON (1) ANY INDEMNIFICATION OBLIGATION OF PARENT HEREUNDER,
(2) ANY TAX LIABILITY OF THE PRE-DISTRIBUTION GROUP OR ANY PRE-DISTRIBUTION
MEMBER FOR ANY PRE-DISTRIBUTION TAXABLE PERIOD OR (3) ANY TAX LIABILITY OF THE
POST-DISTRIBUTION PARENT GROUP OR ANY POST-DISTRIBUTION PARENT MEMBER FOR ANY
POST-DISTRIBUTION TAXABLE PERIOD, WITHOUT THE PRIOR WRITTEN CONSENT OF PARENT,
WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD.
(III)
DELIVERY OF POWERS OF ATTORNEY.
SUBSIDIARY (AND, TO THE EXTENT
NECESSARY, ANY OTHER MEMBER OF ANY SUBSIDIARY GROUP) SHALL EXECUTE AND DELIVER
TO PARENT, PROMPTLY UPON REQUEST, SUCH POWERS OF ATTORNEY AUTHORIZING PARENT TO
EXTEND STATUTES OF LIMITATIONS, RECEIVE REFUNDS AND TAKE SUCH OTHER ACTIONS THAT
PARENT REASONABLY CONSIDERS TO BE APPROPRIATE IN EXERCISING ITS CONTROL PURSUANT
TO THIS SECTION 10.15.
10.16
Tax Elections.
Nothing in this Agreement is intended to change or
otherwise affect any Tax election made before the date of this Agreement by or
on behalf of the Pre-Distribution Group (including the election with respect to
the calculation of earnings and profits under Code Section 1552 and the Treasury
Regulations thereunder).
Parent, as common parent
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of the Pre-Distribution Group, shall continue to have sole discretion to make
any and all elections with respect to all members of the Pre-Distribution Group
for all Taxable Periods for which it is obligated to file Tax Returns under
Section