This excerpt taken from the GIS 10-Q filed Jan 6, 2005.
9.3 Tax Matters.
(a) The Managing Member is specifically authorized to act as the Tax Matters Member under the Code and in any similar capacity under state or local law. The Tax Matters Member shall have the authority without any further consent of the Members being required (except as specifically required herein, and provided that reasonable notice is provided to Members) to make any and all elections for federal, state, local, and foreign tax purposes including any election, if permitted by applicable law: (i) provided for in Code Section 6231(a)(1)(B)(ii); (ii) to adjust the basis of the Companys assets pursuant to Code Sections 754, 734(b), and 743(b), or comparable provisions of state, local, or foreign law, in connection with Transfers of Interests and Company distributions; (iii) to extend the statute of limitations for assessment of tax deficiencies against the Members with respect to adjustments to the Companys federal, state, local, or foreign tax returns; (iv) to determine the appropriate forum in which any potential tax controversy shall be litigated; and (v) to the extent provided in Code Sections 6221 through 6231 and similar provisions of federal, state, local, or foreign law, to represent the Company and the Members before taxing authorities or courts of competent jurisdiction in tax matters affecting the Company or the Members in their capacities as Members and to file any tax returns and execute any agreements or other documents relating to or affecting such tax matters, including agreements or other documents that bind the Members with respect to such tax matters or otherwise affect the rights of the Company and the Members. The Company has made a valid election under Code Section 754 and such election has not been and will not be revoked.
(b) No Member shall make any election under Treasury Regulations Section 301.7701-3 to cause the Company to be treated as a corporation for federal income tax purposes. To the extent permitted by applicable law and regulation at the relevant time, each Member will (i) treat the Membership Interests as representing equity interests in the Company for all U.S. federal income tax purposes and for all relevant state and local income, franchise, and other similar tax purposes, (ii) treat the Company as a partnership for U.S. federal income tax purposes that is not taxable as an association or a PTP, and (iii) take no position on any tax return or with any taxing or other governmental authority that is inconsistent with such treatment.
(c) Other than such information delivered pursuant to Section 9.2(b)(vii), all other necessary tax information shall be delivered to each Member as soon as practicable after the end of each Fiscal Year of the Company but not later than eight (8) months after the end of each Fiscal Year.