Page 3 - Section 9.3 Tax Controversies.
SPECTRA ENERGY PARTNERS, LP filed this Form 8-K on 11/21/2017
Section 9.3 Tax
(a) Subject to the provisions hereof, the General Partner (or its designee) is designated as the Tax Matters Partner
(as defined in Section 6231(a)(7) of the Code as in effect prior to the enactment of the Bipartisan Budget Act of 2015), and the
Partnership Representative (as defined in Section 6223 of the Code following the enactment of the Bipartisan Budget Act of 2015
or under any applicable state or local law providing for an analogous capacity), 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 professional services
and costs associated therewith. In its capacity as Partnership Representative, the General Partner shall exercise any and all authority
of the Partnership Representative, including, without limitation, (i) binding the Partnership and its Partners with respect to
tax matters and (ii) determining whether to make any available election under Section 6226 of the Code or an analogous election
under state or local law, which election permits the Partnership to pass any partnership adjustment through to the Persons who
were Partners of the Partnership in the year to which the adjustment relates and irrespective of whether such Persons are Partners
of the Partnership at the time such election is made. Each Partner agrees to cooperate with the General Partner and to do or refrain
from doing any or all things reasonably required by the General Partner in its capacity as Tax Matters Partner or Partnership Representative.
For Partners that are not tax-exempt entities (as defined in Section 168(h)(2) of the Code) and subject to the General Partner’s
discretion to seek modifications of an imputed underpayment, this cooperation includes (i) filing amended federal, state or local
tax returns, paying any additional tax (including interest, penalties and other additions to tax), and providing the General Partner
with an affidavit swearing to those facts (all within the requisite time periods), and (ii) providing any other information requested
by the General Partner in order to seek modifications of an imputed underpayment. For Partners that are tax-exempt entities (as
defined in Section 168(h)(2) of the Code) and subject to the General Partner’s discretion to seek modifications of an imputed
underpayment, this cooperation includes providing the General Partner with information necessary to establish the Partner’s
tax-exempt status. This agreement to cooperate applies irrespective of whether such Persons are Partners of the Partnership at
the time of the requested cooperation.
(b) Each Partner agrees that notice of or updates regarding tax controversies shall be deemed conclusively to have been
given or made by the General Partner if the Partnership has either (i) filed the information for which notice is required with
the Commission via its Electronic Data Gathering, Analysis and Retrieval system and such information is publicly available on such
system or (ii) made the information for which notice is required available on any publicly available website maintained by the
Partnership, whether or not such Partner remains a Partner in the Partnership at the time such information is made publicly available.
Notwithstanding anything herein to the contrary, nothing in this provision shall obligate the Partnership Representative to provide
notice to the Partners other than as required by the Code.
(c) The General Partner
may amend the provisions of this Agreement as it determines appropriate to satisfy any requirements, conditions, or guidelines
set forth in any amendment to the provisions of Subchapter C of Chapter 63 of Subtitle F of the Code, any analogous provisions
of the laws of any state or locality, or the promulgation of regulations or publication of other administrative guidance thereunder.