MEMBER SHALL
CAUSE TO BE MAILED TO EACH NON-MANAGING MEMBER AS OF THE LAST DAY OF THE
CALENDAR QUARTER, A REPORT CONTAINING UNAUDITED FINANCIAL STATEMENTS OF THE
COMPANY, OR OF THE MANAGING MEMBER, IF SUCH STATEMENTS ARE PREPARED SOLELY ON A
CONSOLIDATED BASIS WITH THE MANAGING MEMBER, AND SUCH OTHER INFORMATION AS MAY
BE REQUIRED BY APPLICABLE LAW OR REGULATION, OR AS THE MANAGING MEMBER
DETERMINES TO BE APPROPRIATE.
47
ARTICLE X
TAX MATTERS
SECTION 10.1
PREPARATION OF TAX RETURNS.
THE
MANAGING MEMBER SHALL ARRANGE FOR THE PREPARATION AND TIMELY FILING OF ALL
RETURNS OF COMPANY INCOME, GAINS, DEDUCTIONS, LOSSES AND OTHER ITEMS REQUIRED OF
THE COMPANY FOR FEDERAL AND STATE INCOME TAX PURPOSES AND SHALL USE ALL
REASONABLE EFFORTS TO FURNISH THE TAX INFORMATION REASONABLY REQUIRED BY THE
MANAGING MEMBER AND THE NON-MANAGING MEMBERS FOR FEDERAL AND STATE INCOME TAX
REPORTING PURPOSES WITHIN 60 DAYS AFTER THE CLOSE OF SUCH TAXABLE YEAR.
EACH
NON-MANAGING MEMBER SHALL PROMPTLY PROVIDE THE MANAGING MEMBER WITH ANY
INFORMATION REASONABLY REQUESTED BY THE MANAGING MEMBER RELATING TO ANY
CONTRIBUTED PROPERTY CONTRIBUTED (DIRECTLY OR INDIRECTLY) BY SUCH NON-MANAGING
MEMBER TO THE COMPANY.
SECTION 10.2
TAX ELECTIONS.
EXCEPT AS OTHERWISE
PROVIDED HEREIN, THE MANAGING MEMBER SHALL, IN ITS SOLE AND ABSOLUTE DISCRETION,
DETERMINE WHETHER TO MAKE ANY AVAILABLE ELECTION PURSUANT TO THE CODE, EXCEPT
THAT THE ELECTION UNDER SECTION 754 OF THE CODE IN ACCORDANCE WITH APPLICABLE
REGULATIONS THEREUNDER SHALL BE MADE AT THE REQUEST OF ANY MEMBER.
THE MANAGING
MEMBER SHALL HAVE THE RIGHT TO SEEK TO REVOKE ANY SUCH ELECTION (INCLUDING
WITHOUT LIMITATION, ANY ELECTION UNDER SECTION 754 OF THE CODE) UPON THE
MANAGING MEMBER'S DETERMINATION IN ITS SOLE AND ABSOLUTE DISCRETION THAT SUCH
REVOCATION IS THE BEST INTERESTS OF THE MEMBERS.
SECTION 10.3
TAX MATTERS MEMBER.
(A)
GENERAL.
THE MANAGING MEMBER SHALL BE THE
"TAX MATTERS MEMBER" OF THE COMPANY FOR FEDERAL INCOME TAX PURPOSES.
PURSUANT
TO SECTION 6223(C) OF THE CODE, UPON RECEIPT OF NOTICE FROM THE IRS OF THE
BEGINNING OF AN ADMINISTRATIVE PROCEEDING WITH RESPECT TO THE COMPANY, THE TAX
MATTERS MEMBER SHALL PROVIDE THE MEMBERS NOTICE OF SUCH RECEIPT AND SHALL
FURNISH THE IRS WITH THE NAME, ADDRESS AND PROFIT INTEREST OF EACH OF THE
NON-MANAGING MEMBERS; PROVIDED, HOWEVER, THAT SUCH INFORMATION IS PROVIDED TO
THE COMPANY BY THE NON-MANAGING MEMBERS.
THE NON-MANAGING MEMBERS SHALL PROVIDE
SUCH INFORMATION TO THE COMPANY AS THE MANAGING MEMBER SHALL REASONABLY REQUEST.
(B)
POWERS.
THE TAX MATTERS MEMBER 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
COMPANY ITEMS REQUIRED TO BE TAKEN INTO ACCOUNT BY A MEMBER 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 MEMBER MAY EXPRESSLY STATE THAT SUCH
AGREEMENT SHALL BIND ALL MEMBERS, EXCEPT THAT SUCH SETTLEMENT AGREEMENT SHALL
NOT BIND ANY MEMBER (A) WHO (WITHIN THE