THAT
THE COMPANY ISSUES ADDITIONAL CLASSES OF UNITS TO THE MEMBERS PURSUANT TO
ARTICLE 3 OF THIS AGREEMENT, THE MANAGER SHALL, SUBJECT TO SECTION 10.2, MAKE
SUCH REVISIONS TO THIS ARTICLE 6 AS IT REASONABLY DEEMS NECESSARY TO REFLECT THE
TERMS OF THE ISSUANCE OF SUCH ADDITIONAL CLASS OF UNITS, INCLUDING MAKING
PREFERENTIAL ALLOCATIONS TO CLASSES OF UNITS THAT ARE ENTITLED THERETO.
6.6
CERTAIN TAX MATTERS.
(A)
THE "TAX MATTERS PARTNER" FOR PURPOSES OF SECTION 6231(A)(7) OF
THE CODE SHALL BE CPE (THE "TAX MATTERS MEMBER").
THE TAX MATTERS MEMBER SHALL
HAVE ALL THE RIGHTS, DUTIES, POWERS AND OBLIGATIONS PROVIDED FOR IN SECTIONS
6221 THROUGH 6232 OF THE CODE WITH RESPECT TO THE COMPANY.
THE TAX MATTERS
MEMBER SHALL INFORM EACH OTHER MEMBER OF ALL SIGNIFICANT MATTERS THAT MAY COME
TO ITS ATTENTION IN ITS CAPACITY AS SUCH BY GIVING NOTICE THEREOF WITHIN TEN
(10) DAYS AFTER BECOMING AWARE THEREOF AND, WITHIN SUCH TIME, SHALL FORWARD TO
EACH OTHER MEMBER COPIES OF ALL SIGNIFICANT WRITTEN COMMUNICATIONS IT MAY
RECEIVE IN SUCH CAPACITY.
THIS PROVISION IS NOT INTENDED TO AUTHORIZE THE TAX
MATTERS MEMBER TO TAKE ANY ACTION LEFT TO THE DETERMINATION OF AN INDIVIDUAL
MEMBER UNDER SECTIONS 6222 THROUGH 6231 OF THE CODE.
(B)
THE TAX MATTERS MEMBER SHALL NOT INITIATE ANY ACTION OR PROCEEDING
IN ANY COURT, EXTEND ANY STATUTE OF LIMITATIONS, OR TAKE ANY OTHER ACTION IN ITS
CAPACITY AS TAX MATTERS MEMBER, WHICH IT KNOWS, HAS REASON TO KNOW, OR WOULD
REASONABLY BE EXPECTED TO KNOW, WOULD OR WOULD REASONABLY BE EXPECTED TO HAVE A
SIGNIFICANT ADVERSE EFFECT ON RTEA AS A MEMBER OF THE COMPANY, WITHOUT APPROVAL
OF THE RTEA MEMBERS, WHICH APPROVAL MAY NOT BE UNREASONABLY WITHHELD; PROVIDED,
HOWEVER, THAT, FOR THIS PURPOSE, IT SHALL NOT BE UNREASONABLE FOR AN RTEA MEMBER
TO WITHHOLD SUCH APPROVAL IF THE ACTION PROPOSED TO BE TAKEN COULD SIGNIFICANTLY
ADVERSELY EFFECT SUCH MEMBER OR ITS AFFILIATES.
THE RTEA MEMBERS MAY ALERT THE
TAX MATTERS MEMBER AS TO ANY ACTIONS THAT WOULD HAVE A SIGNIFICANT ADVERSE
EFFECT ON AN RTEA MEMBER OR ITS AFFILIATES.
(C)
THE MANAGER SHALL TIMELY CAUSE TO BE PREPARED ALL U.S. FEDERAL,
STATE, LOCAL AND FOREIGN TAX RETURNS AND REPORTS (INCLUDING AMENDED RETURNS) OF
THE COMPANY AND ITS SUBSIDIARIES FOR EACH YEAR OR PERIOD THAT SUCH RETURNS OR
REPORTS ARE REQUIRED TO BE FILED AND, SUBJECT TO THE REMAINDER OF THIS
SUBSECTION, SHALL CAUSE SUCH TAX RETURNS TO BE TIMELY FILED.
NO LATER THAN
THIRTY (30) DAYS PRIOR TO FILING OF ALL INCOME AND FRANCHISE TAX RETURNS OF THE
COMPANY, THE MANAGER SHALL HAVE PROVIDED COPIES OF ALL SUCH TAX RETURNS TO THE
OTHER MEMBERS FOR REVIEW.
THE RTEA MEMBERS SHALL BE ENTITLED TO PROVIDE
REASONABLE COMMENTS ON SUCH RETURNS TO THE MANAGER NO LATER THAN FIFTEEN (15)
DAYS AFTER RECEIVING COPIES OF SUCH RETURNS, AND THE MANAGER SHALL CONSIDER IN
GOOD FAITH ALL SUCH COMMENTS.
IF THE MANAGER DOES NOT INCORPORATE ANY COMMENT
MADE BY ANY RTEA MEMBER IN ACCORDANCE WITH THE FOREGOING SENTENCE, AT