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INSIDE THE MENDS printers (including attorneys and accountants who may also act as attorneys and accountants for the General Partner


or any of its Affiliates); (1) hold property in the name of any one or more nominees whether incorporated or unincorporated and whether domestic or foreign, and appoint custodial agents or trustees to hold investments within or without the United States; (m) take whatever steps are required by governmental authorities having jurisdiction over the Partnership or its Assets; (n) possess and exercise all of the rights and powers provided by law to a general partner in a limited partnership; (o) take whatever action is necessary to designate any Person of its choice as a replacement or successor agent for the service of process pursuant to Section 6; and (p) do any other acts that the General Partner deems advisable to further the purposes of the Partnership and that are not prohibited by this Agreement or applicable law. 9.2 Tax Matters. (a) The General Partner is hereby designated the tax matters partner for purposes of Section 6231(a) of the Code (and regulations thereunder). Anything in Section 8.1 to the contrary notwithstanding, the General Partner, acting as tax matters partner, in its reasonable discretion and from time to time may modify the manner in which Net Profits and Net Losses are allocated to or among the tax capital accounts of the Partners in order that in the reasonable judgment of the General Partner such allocations will reasonably reflect he purpose of this Agreement and the intention of the parties; provided, however, that no such modification shall materially and adversely affect the amounts distnbutable to any Partner. 82