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• <br /> was an Interest Holder at any time during the taxable year then ended, that tax information <br /> concerning the Company which is necessary for preparing the Interest Holder's income tax <br /> returns for that year. At the request of any Member, and at the Member's expense, the General <br /> Manager shall cause an audit of the Company's books and records to be prepared by independent <br /> accountants for the period requested by the Member. <br /> 8.5. Tax Matters Partner. The General Manager shall be the Company's tax matters <br /> partner ("Tax Matters Partner"). The Tax Matters Partner shall have all powers and <br /> responsibilities provided in Code Section 6221, et seq. The Tax Matters Partner shall keep all <br /> Members informed of all notices from government taxing authorities which may come to the <br /> attention of the Tax Matters Partner. The Company shall pay and be responsible for all <br /> reasonable third-party costs and expenses incurred by the Tax Matters Partner in performing <br /> those duties. A Member shall be responsible for any costs incurred by the Member with respect <br /> to any tax audit or tax-related administrative or judicial proceeding against any Member, even <br /> though it relates to the Company. The Tax Matters Partner may not compromise any dispute with <br /> the Internal Revenue Service without the approval of the Members. <br /> 8.6. Tax Elections. The General Manager shall have the authority to make all Company <br /> elections permitted under the Code, including, without limitation, elections of methods of <br /> depreciation and elections under Code Section 754. The decision to make or not make an <br /> election shall be at the General Manager's sole and absolute discretion. <br /> 8.7. Title to Company Property. All real and personal property acquired by the Company <br /> shall be held and owned, and conveyance made, by the Company in its name. <br /> Section IX <br /> General Provisions <br /> 9.1. Assurances. Each Member shall execute all such certificates and other documents <br /> and shall do all such filing, recording, publishing and other acts as the General Manager deems <br /> appropriate to comply with the requirements of law for the formation and operation of the <br /> Company and to comply with any laws, rules, and regulations relating to the acquisition, <br /> operation, or holding of the property of the Company. <br /> 9.2. Notifications. Any notice, demand, consent, election, offer, approval, request, or <br /> other communication (collectively a "notice") required or permitted under this Agreement must <br /> be in writing and either delivered personally or sent by certified or registered mail, postage <br /> prepaid, return receipt requested. Any notice to be given hereunder by the Company shall be <br /> given by the General Manager. A notice must be addressed to an Interest Holder at the Interest <br /> Holder's last known address on the records of the Company. A notice to the Company must be <br /> addressed to the Company's principal office. A notice delivered personally will be deemed given <br /> only when acknowledged in writing by the person to whom it is delivered. A notice that is sent <br /> by mail will be deemed given three (3) business days after it is mailed. Any party may designate, <br /> by notice to all of the others, substitute addresses or addressees for notices; and, thereafter, <br /> notices are to be directed to those substitute addresses or addressees. <br /> . .Z <br />