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DocuSign Envelope ID:CCABACD4-6EDA-474F-A230-6C6849B95834 <br /> B. The Members acknowledge that the Manager(s) shall act as the tax <br /> matters partner and may fulfill reporting requirements imposed on the Company under this <br /> Agreement. <br /> 8.4 Elimination of Unnecessary Reporting Requirements. In consideration of <br /> the Company being a wholly owned subsidiary and a manager-managed company, the Members <br /> hereby agree to eliminate any reporting requirements that are deemed unnecessary or duplicative <br /> due to the Company's status as a wholly owned subsidiary of the Parent Entity and its manager- <br /> managed structure. <br /> A. The Manager(s) shall have the authority to determine the necessity of <br /> any reporting requirements, and any such determination shall be final and binding on all Members. <br /> 8.5 Filings. The Manager, at Company's expense, shall cause the income tax <br /> returns for Company to be prepared and timely filed with the appropriate authorities. The Manager, <br /> at Company's expense,shall also cause to be prepared and timely filed,with appropriate federal and <br /> state regulatory and administrative bodies, amendments to, or restatements of, the Articles and all <br /> reports required to be filed by Company with those entities under the Act or other then current <br /> applicable laws, rules, and regulations. If the Manager is required by the Act to execute or file any <br /> document and fails, after demand, to do so within a reasonable period of time or refuses to do so, <br /> any Member may prepare, execute and file that document with the Nevada Secretary of State. <br /> 8.6 Bank Accounts. The Manager shall maintain the finds of Company in one <br /> or more separate bank accounts in the name of Company of in the name of the Parent Entity. The <br /> CEO shall have signing authority in connection with all bank accounts opened and maintained in <br /> the name of Company. <br /> 8.7 Accountiniz Decisions and Reliance on Others. All decisions as to <br /> accounting matters,except as otherwise specifically set forth herein,shall be made by the Manager. <br /> The Manager may rely upon the advice of the accountants for Company as to whether such <br /> decisions are in accordance with accounting methods followed for federal income tax purposes. <br /> 8.8 Tax Matters for Company Handled by the Manager as Tax Matters Partner. <br /> The Manager shall from time to time cause Company to make such tax elections as it deems to be <br /> in the best interests of Company and Members. The Manager as Tax Matters Partners, as defined <br /> in Code Section 6231, shall represent Company (at Company's expense) in connection with all <br /> examinations of Company affairs by tax authorities, including resulting judicial and administrative <br /> proceedings, and shall expend Company funds for professional services and costs associated <br /> therewith. The Tax Matters Partners shall oversee Company tax affairs in the overall best interests <br /> of Company. If for any reason the Tax Matters Partners can no longer serve in that capacity or <br /> ceases to be the Manager, Members holding a Majority Interest may designate another to be Tax <br /> 19 <br />