7.10.
VOTING POWER.
EACH MEMBERSHIP UNIT SHALL BE ENTITLED
TO ONE (1) VOTE ON ALL MATTERS TO BE VOTED ON BY THE MEMBERS.
7.11.
WRITTEN CONSENT.
ANY ACTION REQUIRED OR PERMITTED TO
BE TAKEN AT ANY MEMBERS' MEETING MAY BE TAKEN WITHOUT A MEETING IF ALL MEMBERS
CONSENT THERETO IN WRITING.
ANY SUCH WRITTEN CONSENTS SHALL BE FILED WITH THE
MINUTES OF THE PROCEEDINGS.
7.12.
LIABILITY.
EXCEPT AS OTHERWISE PROVIDED BY THE ACT,
THE DEBTS, OBLIGATIONS AND LIABILITIES OF THE OPERATING COMPANY, WHETHER ARISING
IN CONTRACT, TORT OR OTHERWISE, SHALL BE SOLELY THE DEBTS, OBLIGATIONS AND
LIABILITIES OF THE OPERATING COMPANY, AND NEITHER THE MEMBERS NOR THE MANAGEMENT
COMPANY SHALL BE OBLIGATED PERSONALLY FOR ANY SUCH DEBT, OBLIGATION OR LIABILITY
OF THE OPERATING COMPANY SOLELY BY REASON OF BEING A MEMBER OR THE MANAGEMENT
COMPANY.
7.13.
DESIGNATION OF TAX MATTERS MEMBER:
TAX MATTERS.
THE
MANAGEMENT COMPANY SHALL ACT AS THE
"TAX MATTERS PARTNER" OF THE OPERATING
COMPANY, AS PROVIDED IN THE REGULATIONS PURSUANT TO SECTION 6231 OF THE CODE
(THE "TAX MATTERS MEMBER").
TO THE EXTENT AND IN THE MANNER PROVIDED BY
APPLICABLE CODE SECTIONS AND REGULATIONS THEREUNDER, THE TAX MATTERS MEMBER (A)
SHALL FURNISH THE NAME, ADDRESS, PROFITS INTEREST AND TAXPAYER IDENTIFICATION
NUMBER OF EACH MEMBER TO THE IRS AND (B) SHALL INFORM EACH MEMBER OF
ADMINISTRATIVE OR JUDICIAL PROCEEDINGS FOR THE ADJUSTMENT OF THE OPERATING
COMPANY ITEMS REQUIRED TO BE TAKEN INTO ACCOUNT BY A MEMBER FOR INCOME TAX
PURPOSES.
THE TAX MATTERS MEMBER SHALL NOT ENTER INTO AN AGREEMENT WITH THE IRS
OR ANY OTHER TAXING AUTHORITY TO EXTEND THE LIMITATION PERIOD FOR ASSESSMENT OF
ANY FEDERAL, STATE OR LOCAL INCOME, FRANCHISE OR UNINCORPORATED BUSINESS TAX OF
ANY MEMBER OR OWNER THEREOF NOR SETTLE WITH THE IRS OR ANY OTHER TAXING
AUTHORITY TO DISALLOW DEDUCTIONS OR INCREASE INCOME FROM THE OPERATING COMPANY
WITH RESPECT TO ANY MEMBER, UNLESS ALL OF THE MEMBERS SHALL HAVE AGREED
THERETO.
EACH MEMBER HEREBY RESERVES ALL RIGHTS UNDER APPLICABLE LAW, INCLUDING
THE RIGHT TO RETAIN INDEPENDENT COUNSEL OF ITS CHOICE AT ITS EXPENSE (WHICH
COUNSEL SHALL RECEIVE THE FULL COOPERATION OF THE MANAGEMENT COMPANY AND SHALL
BE
20
ENTITLED TO PRIOR REVIEW OF ALL SUBMISSIONS BY THE OPERATING COMPANY IN RESPECT
OF ANY DISPUTE WITH THE RELEVANT TAXING AUTHORITY).
7.13.1
AUDIT.
NOTWITHSTANDING THE FOREGOING, EACH INITIAL MEMBER
SHALL RETAIN THE RIGHT TO CONTROL THE PORTION OF ANY AUDIT RELATING TO
DEPRECIATION OR GAIN OR LOSS WITH RESPECT TO ANY OF THE ASSETS CONTRIBUTED AT
THE CONTRIBUTION CLOSING BY OR ON BEHALF OF AFFILIATES OF SUCH INITIAL MEMBER,
RESPECTIVELY, FOR ANY TAXABLE YEAR.
7.13.2
TAX FILINGS.
ON OR BEFORE MAY 1 OF EACH YEAR, THE OPERATING
COMPANY SHALL PROVIDE TO EACH MEMBER (I) A DRAFT INTERNAL REVENUE SERVICE
SCHEDULE K-1 AND FORM 1065, (II) INFORMATION REQUIRED BY SUCH MEMBER TO ALLOCATE
AND APPORTION INCOME FOR STATE INCOME TAX PURPOSES AND (III) SUCH OTHER
INFORMATION CONCERNING THE OPERATING COMPANY REASONABLY REQUESTED BY ANY
MEMBER.
EACH MEMBER SHALL HAVE THE RIGHT TO OBJECT TO