Common use of Tax Matters Partner; Partnership Representative Clause in Contracts

Tax Matters Partner; Partnership Representative. (a) For periods beginning prior December 31, 2017, Xxxxxx shall be the Company's Tax Matters Partner under the Code ("TMP"). (b) For periods after December 31, 2017, Xxxxxx shall be the "partnership representative" within the meaning of as provided in Section 6223 of the Code (and any similar provisions under any applicable state or local or foreign tax laws) (the "Partnership Representative"). In the event any adjustment to any item of income, gain, loss, deduction or credit of the Company, or any Member's distributive share thereof, for a "reviewed year" (as defined in Code Section 6226(d)(1)) that would result in an imputed underpayment of the Company under Code Section 6225, each of the Company and each Member of the Company for the reviewed year agrees to timely take all actions under Code Section 6225(c) (and any Treasury Regulations or other IRS guidance issued thereunder) necessary (including filing amended tax returns) to eliminate such imputed underpayment. To the extent that the Company is required to pay any tax as a result of an imputed underpayment, the Partnership Representative in its sole discretion shall allocate such tax in an equitable manner among the Members (including a former Member) who were Members in the reviewed year. At the election of the Board of Managers in its sole discretion, any such tax allocated to a Member (or former Member) shall be treated as (i) a distribution to such Member at the time it is paid to the tax authority and will reduce the amount of the next distribution(s) to which the Member would otherwise be entitled, or (ii) a loan to the Member (or former Member), which loan shall be repaid by the Member (or former Member) within thirty (30) days of the time it is paid to the tax authority; provided that if such loan is not repaid within such thirty (30) days, such loan shall accrue interest at the LIBOR plus 5% retroactive to the date the liability is paid to the tax authority. (c) The TMP/Partnership Representative shall employ experienced tax counsel to represent the Company in connection with any audit or investigation of the Company by the Internal Revenue Service ("IRS") and in connection with all subsequent administrative and judicial proceedings arising out of such audit. The fees and expenses of such, and all expenses incurred by the TMP/Partnership Representative in serving as the TMP/Partnership Representative, shall be Company expenses and shall be paid by the Company. Notwithstanding the foregoing, it shall be the responsibility of the Members, at their expense, to employ tax counsel to represent their respective separate interests. If the TMP/Partnership Representative is required by law or regulation to incur fees and expenses in connection with tax matters not affecting each of the Members, then the TMP/Partnership Representative may, in his sole discretion, seek reimbursement from or charge such fees and expenses to the Members on whose behalf such fees and expenses were incurred. The TMP/Partnership Representative shall keep the Members informed of all administrative and judicial proceedings and shall furnish a copy of each notice or other communication received by the TMP/Partnership Representative from the IRS to each Member, except such notices or communications as are sent directly to such Member by the IRS. (d) The TMP/Partnership Representative shall have the right to resign by giving thirty (30) days' written notice to the Members. Upon the resignation, dissolution or Bankruptcy of the TMP/Partnership Representative, a successor TMP/Partnership Representative shall be elected by the Majority in Interest. (e) To the fullest extent permitted by law, the Company agrees to indemnify the TMP/Partnership Representative and his agents and save and hold them harmless from and in respect to all (i) reasonable fees, costs and expenses in connection with or resulting from any claim, action or demand against the TMP/Partnership Representative or the Company that arise out of or in any way relate to the TMP/Partnership Representative's status as TMP/Partnership Representative for the Company, and (ii) all such claims, actions and demands and any losses or damages therefrom, including amounts paid in settlement or compromise of any such claim, action or demand; provided that this indemnity shall not extend to conduct by the TMP/Partnership Representative adjudged (i) not to have been undertaken in good faith to promote the best interests of the Company or (ii) to have constituted recklessness or intentional wrongdoing by the TMP/Partnership Representative.

Tax Matters Partner; Partnership Representative. (a) For periods beginning prior December 31, 2017, Xxxxxx The General Partner shall be the Company's Partnership’s Tax Matters Partner under the Code ("“TMP"). (b”) For periods after December 31, 2017, Xxxxxx shall be the "partnership representative" within the meaning of as provided in Section 6223 6231(a)(7) of the Code (Code, and any similar provisions under any applicable state or local or foreign tax laws) (the "Partnership Representative"). In General Partner is hereby authorized to take the event any adjustment actions ultimately required to any item of income, gain, loss, deduction or credit be designated as a “partnership representative” for purposes of the CompanyBudget Act, or and to take any Member's distributive share thereof, for a "reviewed year" (as defined in Code Section 6226(d)(1)) and all actions that would result in an imputed underpayment the “partnership representative” is authorized to take with respect to taxable years of the Company under Code Section 6225, each Partnership to which the provisions of the Company Budget Act relating to partnership audits apply. The TMP shall use its commercially reasonable efforts to apply the rules and each Member of elections under the Company for Budget Act in a manner that minimizes the reviewed year agrees to timely take all actions under Code Section 6225(c) (and likelihood that any Treasury Regulations or other IRS guidance issued thereunder) necessary (including filing amended tax returns) to eliminate such imputed underpayment. To the extent that the Company is required to pay Partner would bear any material tax as a result of an any audit or proceeding that is attributable to another Partner (other than a predecessor in interest). The General Partner and TMP are hereby authorized to take any action required to cause the financial burden of any “imputed underpayment” (as determined under Section 6225 of the Code) (an “Imputed Underpayment”) and associated interest, adjustments to tax and penalties arising from a partnership-level adjustment that are imposed on the Partnership Representative to be borne by the Partners and former Partners to whom such Imputed Underpayment relates as determined by the TMP after consulting with the Partnership’s accountants or other advisers, taking into account any differences in its sole discretion shall allocate such tax in an equitable manner among the Members (including a former Member) who were Members in the reviewed year. At the election of the Board of Managers in its sole discretion, any such tax allocated to a Member (or former Member) shall be treated as (i) a distribution to such Member at the time it is paid to the tax authority and will reduce the amount of taxes attributable to each Partner because of such Partner’s status, nationality or other characteristics. By executing this Agreement or a counterpart hereof, each Partner and assignee (a) expressly authorizes the next distribution(sTMP and the Partnership to take any and all action that is reasonably necessary under applicable federal income tax law (as such law may be revised from time to time) to which cause the Member would otherwise be entitled, or (iiPartnership to make the election set forth in Section 6226(a) a loan to the Member (or former Member), which loan shall be repaid by the Member (or former Member) within thirty (30) days of the time it is paid Code if the TMP decides to the tax authority; provided that if make such loan is not repaid within such thirty (30) days, such loan shall accrue interest at the LIBOR plus 5% retroactive to the date the liability is paid to the tax authority. (c) The TMP/Partnership Representative shall employ experienced tax counsel to represent the Company in connection with any audit or investigation of the Company by the Internal Revenue Service ("IRS") and in connection with all subsequent administrative and judicial proceedings arising out of such audit. The fees and expenses of such, and all expenses incurred by the TMP/Partnership Representative in serving as the TMP/Partnership Representative, shall be Company expenses and shall be paid by the Company. Notwithstanding the foregoing, it shall be the responsibility of the Members, at their expense, to employ tax counsel to represent their respective separate interests. If the TMP/Partnership Representative is required by law or regulation to incur fees and expenses in connection with tax matters not affecting each of the Members, then the TMP/Partnership Representative may, in his sole discretion, seek reimbursement from or charge such fees and expenses to the Members on whose behalf such fees and expenses were incurred. The TMP/Partnership Representative shall keep the Members informed of all administrative and judicial proceedings and shall furnish a copy of each notice or other communication received by the TMP/Partnership Representative from the IRS to each Member, except such notices or communications as are sent directly to such Member by the IRS. (d) The TMP/Partnership Representative shall have the right to resign by giving thirty (30) days' written notice to the Members. Upon the resignation, dissolution or Bankruptcy of the TMP/Partnership Representative, a successor TMP/Partnership Representative shall be elected by the Majority in Interest. (e) To the fullest extent permitted by law, the Company agrees to indemnify the TMP/Partnership Representative and his agents and save and hold them harmless from and in respect to all (i) reasonable fees, costs and expenses in connection with or resulting from any claim, action or demand against the TMP/Partnership Representative or the Company that arise out of or in any way relate to the TMP/Partnership Representative's status as TMP/Partnership Representative for the Companyelection, and (iib) all expressly agrees to take any action, and furnish the TMP with any information necessary, to give effect to such claimselection. Each Partner and former Partner hereby severally indemnifies and holds the Partnership, actions the General Partner and demands and any losses the TMP harmless for such Partner’s or damages therefrom, including amounts paid in settlement or compromise of any such claim, action or demand; provided that this indemnity shall not extend to conduct by the TMP/Partnership Representative adjudged (i) not to have been undertaken in good faith to promote the best interests former Partner’s respective portion of the Company financial burden of an Imputed Underpayment as provided in the foregoing sentence. For the avoidance of doubt, references in this Section 10.16 to “Partner” or (ii) “Partners” shall be deemed to have constituted recklessness refer to both a Partner or intentional wrongdoing by the TMP/Partnership Representative.Partners and to an assignee or assignees. Where appropriate, references in this Section

Tax Matters Partner; Partnership Representative. (ai) For periods beginning prior the period commencing as of the date of this Agreement and ending on December 31, 2017, Xxxxxx shall be FAH LLC is hereby designated as the Company's Tax Matters Partner under the “tax matters partner,” as that term is defined in prior Code ("TMP"). (b) For periods after December 31, 2017, Xxxxxx shall be the "partnership representative" within the meaning of as provided in Section 6223 of the Code (and any similar provisions under any applicable state or local or foreign tax laws6231(a)(7) (the "Partnership Representative"“Tax Matters Member”). In the event any adjustment to any item of income, gain, loss, deduction or credit of the Company, or any Member's distributive share thereofwith all of the rights, duties and powers provided for a "reviewed year" in prior Sections 6221 through 6234 of the Code, inclusive. (ii) For the period commencing on January 1, 2018, FAH LLC shall be designated as the “partnership representative,” as that term is defined in Code Section 6226(d)(16223, as amended (“Partnership Representative”), of the Company, with all of the rights, duties and powers provided for in Sections 6221 through 6241, as amended of the Code, inclusive. For taxable years to which Section 1101 of the Bipartisan Budget Act applies, (1) all references to the Tax Matters Member within this Agreement shall, if applicable, be deemed to refer to the Partnership Representative, (2) the Partnership Representative will not make the election provided in Code Section 6221(b), as amended, to have subchapter C of chapter 63 of the Code not apply, (3) the Partnership Representative will (or will cause Company to) give notice to the other Members of any audit, administrative or judicial proceedings, meetings or conferences with the IRS or other similar matters that come to its attention, (4) the Partnership Representative will not make the election contemplated by Section 1101(g)(4) of the Bipartisan Budget Act, and (5) unless the Members shall have amended this Agreement prior to receipt of a notice of final partnership adjustment in such a manner that would result in an cause the Members (and not the Company) to be responsible for the payment of any imputed underpayment of the Company with respect to such partnership adjustment under Code Section 62256225(a), each of the Company and each Member of the Company for the reviewed year agrees to timely take all actions under Code Section 6225(c) (and any Treasury Regulations or other IRS guidance issued thereunder) necessary (including filing amended tax returns) to eliminate such imputed underpayment. To the extent that the Company is required to pay any tax as a result of an imputed underpayment, then the Partnership Representative in its sole discretion shall allocate such tax in an equitable manner among the Members (including a former Member) who were Members in the reviewed year. At the election of the Board of Managers in its sole discretionwill, any such tax allocated to a Member (or former Member) shall be treated as (i) a distribution to such Member at the time it is paid to the tax authority and will reduce the amount of the next distribution(s) to which the Member would otherwise be entitled, or (ii) a loan to the Member (or former Member), which loan shall be repaid by the Member (or former Member) within thirty (30) days after the date of the time it is paid to notice of final partnership adjustment, make the tax authority; provided that if such loan is not repaid within such thirty (30) dayselection contemplated by Code Section 6226, such loan and shall accrue interest at follow the LIBOR plus 5% retroactive to the date the liability is paid to the tax authority. (c) The TMP/Partnership Representative shall employ experienced tax counsel to represent the Company procedures required in connection with any audit or investigation of that election, to make inapplicable to the Company by the Internal Revenue Service ("IRS") and requirement in connection with all subsequent administrative and judicial proceedings arising out of Code Section 6225 that the Company pay any “imputed underpayment” as that term is used in such auditsection. The fees and expenses of suchIf regulations or other authoritative guidance is issued governing the matters set forth in this Section 7.4(a)(ii), and all expenses incurred by the TMP/Partnership Representative in serving as the TMP/Partnership Representative, shall be Company expenses and shall be paid by the Company. Notwithstanding the foregoing, it shall be the responsibility of the MembersMembers shall, at their expense, to employ tax counsel to represent their respective separate interests. If the TMP/Partnership Representative is required by law or regulation to incur fees and expenses in connection with tax matters not affecting each request of the Members, then the TMP/Partnership Representative may, in his sole discretion, seek reimbursement from or charge such fees and expenses to the Members on whose behalf such fees and expenses were incurred. The TMP/Partnership Representative shall keep the Members informed of all administrative and judicial proceedings and shall furnish a copy of each notice or any other communication received by the TMP/Partnership Representative from the IRS to each Member, except such notices or communications as are sent directly to such Member by the IRS. (d) The TMP/Partnership Representative shall have the right to resign by giving thirty (30) days' written notice to the Members. Upon the resignation, dissolution or Bankruptcy of the TMP/Partnership Representative, a successor TMP/Partnership Representative shall be elected by the Majority in Interest. (e) To the fullest extent permitted by law, the Company agrees to indemnify the TMP/Partnership Representative consult and his agents and save and hold them harmless from and in respect to all (i) reasonable fees, costs and expenses in connection with or resulting from any claim, action or demand against the TMP/Partnership Representative or the Company that arise out of or in any way relate to the TMP/Partnership Representative's status as TMP/Partnership Representative for the Company, and (ii) all such claims, actions and demands and any losses or damages therefrom, including amounts paid in settlement or compromise of any such claim, action or demand; provided that this indemnity shall not extend to conduct by the TMP/Partnership Representative adjudged (i) not to have been undertaken negotiate in good faith to promote amend the best interests terms of this Agreement to take into account such regulations or guidance. Notwithstanding anything herein to the contrary, the Company or (ii) shall not make any election to have constituted recklessness or intentional wrongdoing cause the Bipartisan Budget Act provisions apply to it at any earlier date than is required by the TMP/Partnership RepresentativeLaw.

Tax Matters Partner; Partnership Representative. (a7.5.1 To the extent the Company is required to have a “tax matters partner” under Section 6231(a)(7) For periods beginning prior December 31, 2017, Xxxxxx shall be the Company's Tax Matters Partner under the Code ("TMP"). (b) For periods after December 31, 2017, Xxxxxx shall be the "partnership representative" within the meaning of as provided in Section 6223 of the Code (the “Tax Matters Partner”), the Class A Member shall act as the Tax Matters Partner. The Tax Matters Partner may resign at any time. The Company shall pay and be responsible for all reasonable third-party costs and expenses incurred by the Tax Matters Partner in performing its duties and any similar provisions under costs incurred by the Tax Matters Partner in connection with an audit of a Company income tax return, and any applicable state such costs and expenses shall be Cash Advances. 7.5.2 For all taxable years beginning on or local after January 1, 2018, the Class A Member (or foreign any other Person designated by the Class A Member) shall be designated as the “partnership representative” (the “Partnership Representative”), as defined in Code Section 6223 (as in effect following the effective date of its amendment by Section 1101 of H.R. 1314, the “Bipartisan Budget Act of 2015”) and the Company and the Members shall complete any necessary actions (including executing any required certificates or other documents) to effect such designation. The Partnership Representative may resign at any time. The Company shall pay and be responsible for all third-party costs incurred by the Partnership Representative in performing its duties and any costs and expenses incurred by the Partnership Representative in connection with an audit of a Company income tax lawsreturn, which costs and expenses shall be treated as Cash Advances. The Partnership Representative may make any elections available to be made as Partnership Representative, including, without limitation, the election described in Code Section 6226(a)(1) (as in effect following the "Partnership Representative"effective date of its amendment by Section 1101 of the Bipartisan Budget Act of 2015). In the event that the Company becomes liable for any adjustment to any item of incometaxes, gain, loss, deduction interest or credit penalties under Section 6225 of the CompanyCode, or any Member's distributive share thereof, for (i) each Person that was a "reviewed year" (as defined in Code Section 6226(d)(1)) that would result in an imputed underpayment of the Company under Code Section 6225, each of the Company and each Member of the Company for the reviewed taxable year agrees to timely take all actions under Code Section 6225(c) (which such liability relates shall indemnify, defend and any Treasury Regulations or other IRS guidance issued thereunder) necessary (including filing amended tax returns) to eliminate such imputed underpayment. To the extent that hold harmless the Company is required to pay any tax as a result for such Person’s allocable share of an imputed underpayment, the Partnership Representative in its sole discretion shall allocate amount of such tax in an equitable manner among liability, including any interest and penalties associated therewith, (ii) the Company may cause the Members (including a any former Member) who were Members in to whom such liability relates to pay, and each such Member hereby agrees to pay, such amount to the reviewed year. At the election of the Board of Managers in its sole discretionCompany, any and such tax allocated amount shall not be treated as a Capital Contribution, and (iii) without reduction to a Member Member’s (or former Member’s) obligations under this Section 7.5.2, any amount paid by the Company that is attributable to a Member and that is not paid by such Member pursuant to clause (ii) above, shall be treated for purposes of this Agreement as (iA) a distribution to such Member at for purposes of Section 6.1, and (B) a reduction to such Member’s Capital Account balance. The provisions contained in this Section 7.5.2 shall survive the time it is paid dissolution of the Company and the withdrawal of any Member or the assignment of any Member’s interest in the Company. 7.5.3 The Company shall indemnify and hold harmless the Tax Matters Partner or Partnership Representative, as applicable, from and against any loss, liability, damage, cost or expense (including attorneys’ and accountants’ fees) sustained or incurred as a result of any act or decision concerning Company tax matters and within the scope of such Member’s responsibility as Tax Matters Partner or Partnership Representative, as applicable. All amounts indemnified shall be advanced as incurred, and shall be treated as Cash Advances. The Tax Matters Partner or Partnership Representative, as applicable, shall be entitled to rely on the advice of outside legal counsel and accountants as to the tax authority nature and will reduce the amount scope of its responsibilities and authority, and any act or omission of the next distribution(s) Tax Matters Partner or Partnership Representative pursuant to which such advice in no event shall subject the Member would otherwise be entitled, Tax Matters Partner or (ii) a loan Partnership Representative to liability to the Company or any Member. 7.5.4 Each Member (or former Member), which loan shall be repaid agrees that any action taken by the Member (Tax Matters Partner or former Member) within thirty (30) days of the time it is paid to the tax authority; provided that if such loan is not repaid within such thirty (30) daysPartnership Representative, such loan shall accrue interest at the LIBOR plus 5% retroactive to the date the liability is paid to the tax authority. (c) The TMP/Partnership Representative shall employ experienced tax counsel to represent the Company as applicable, in connection with any audit or investigation of the Company by the Internal Revenue Service ("IRS") and in connection with all subsequent administrative and judicial proceedings arising out of such audit. The fees and expenses of such, and all expenses incurred by the TMP/Partnership Representative in serving as the TMP/Partnership Representative, shall be Company expenses and shall be paid by the Company. Notwithstanding the foregoing, it shall be the responsibility of the Members, at their expense, to employ tax counsel to represent their respective separate interests. If the TMP/Partnership Representative is required by law or regulation to incur fees and expenses in connection with tax matters not affecting each of the Members, then the TMP/Partnership Representative may, in his sole discretion, seek reimbursement from or charge such fees and expenses to the Members on whose behalf such fees and expenses were incurred. The TMP/Partnership Representative shall keep the Members informed of all administrative and judicial proceedings and shall furnish a copy of each notice or other communication received by the TMP/Partnership Representative from the IRS to each Member, except such notices or communications as are sent directly to such Member by the IRS. (d) The TMP/Partnership Representative shall have the right to resign by giving thirty (30) days' written notice to the Members. Upon the resignation, dissolution or Bankruptcy of the TMP/Partnership Representative, a successor TMP/Partnership Representative shall be elected by the Majority in Interest. (e) To the fullest extent permitted by law, the Company agrees to indemnify the TMP/Partnership Representative and his agents and save and hold them harmless from and in respect to all (i) reasonable fees, costs and expenses in connection with or resulting from any claim, action or demand against the TMP/Partnership Representative or the Company that arise out of or in any way relate to the TMP/Partnership Representative's status as TMP/Partnership Representative for the Company, and (ii) all such claims, actions and demands and any losses or damages therefrom, including amounts paid in settlement or compromise of any such claim, action or demand; provided that this indemnity shall not extend to conduct by the TMP/Partnership Representative adjudged (i) not to have been undertaken in good faith to promote the best interests audits of the Company or (ii) any other matters relating to have constituted recklessness taxes shall be binding upon such Members and each such Members further agrees that such Members shall not treat any Company item inconsistently on such Member’s income tax return with the treatment of the item on the Company’s return and that such Member shall not independently act with respect to tax audits or intentional wrongdoing tax proceedings affecting the Company, unless previously authorized to do so in writing by the TMP/Tax Matters Representative or Partnership Representative, as applicable, which authorization may be withheld by the Tax Matters Representative or Partnership Representative, as applicable, in its sole discretion.

Tax Matters Partner; Partnership Representative. (a7.5.1 To the extent the Company is required to have a “tax matters partner” under Section 6231(a)(7) For periods beginning prior December 31, 2017, Xxxxxx shall be the Company's Tax Matters Partner under the Code ("TMP"). (b) For periods after December 31, 2017, Xxxxxx shall be the "partnership representative" within the meaning of as provided in Section 6223 of the Code (the “Tax Matters Partner”), the Class A Member shall act as the Tax Matters Partner. The Tax Matters Partner may resign at any time. The Company shall pay and be responsible for all reasonable third-party costs and expenses incurred by the Tax Matters Partner in performing its duties and any similar provisions under costs incurred by the Tax Matters Partner in connection with an audit of a Company income tax return. 7.5.2 For all taxable years beginning on or after January 1, 2018, the Class A Member (or any applicable state other Person designated by the Class A Member) shall be designated as the “partnership representative” (the “Partnership Representative”), as defined in Code Section 6223 (as in effect following the effective date of its amendment by Section 1101 of H.R. 1314, the “Bipartisan Budget Act of 2015”) and the Company and the Members shall complete any necessary actions (including executing any required certificates or local or foreign other documents) to effect such designation. The Partnership Representative may resign at any time. The Company shall pay and be responsible for all third-party costs incurred by the Partnership Representative in performing its duties and any costs and expenses incurred by the Partnership Representative in connection with an audit of a Company income tax lawsreturn. The Partnership Representative may make any elections available to be made as Partnership Representative, including, without limitation, the election described in Code Section 6226(a)(1) (as in effect following the "Partnership Representative"effective date of its amendment by Section 1101 of the Bipartisan Budget Act of 2015). In the event that the Company becomes liable for any adjustment to any item of incometaxes, gain, loss, deduction interest or credit penalties under Section 6225 of the CompanyCode, or any Member's distributive share thereof, for (i) each Person that was a "reviewed year" (as defined in Code Section 6226(d)(1)) that would result in an imputed underpayment of the Company under Code Section 6225, each of the Company and each Member of the Company for the reviewed taxable year agrees to timely take all actions under Code Section 6225(c) (which such liability relates shall indemnify, defend and any Treasury Regulations or other IRS guidance issued thereunder) necessary (including filing amended tax returns) to eliminate such imputed underpayment. To the extent that hold harmless the Company is required to pay any tax as a result for such Person’s allocable share of an imputed underpayment, the Partnership Representative in its sole discretion shall allocate amount of such tax in an equitable manner among liability, including any interest and penalties associated therewith, (ii) the Company may cause the Members (including a any former Member) who were Members in to whom such liability relates to pay, and each such Member hereby agrees to pay, such amount to the reviewed year. At the election of the Board of Managers in its sole discretionCompany, any and such tax allocated amount shall not be treated as a Capital Contribution, and (iii) without reduction to a Member Member’s (or former Member’s) obligations under this Section 7.5.2, any amount paid by the Company that is attributable to a Member and that is not paid by such Member pursuant to clause (ii) above, shall be treated for purposes of this Agreement as (iA) a distribution to such Member at for purposes of Section 6.2, and (B) a reduction to such Member’s Capital Account balance. The provisions contained in this Section 7.5.2 shall survive the time it is paid dissolution of the Company and the withdrawal of any Member or the assignment of any Member’s interest in the Company. 7.5.3 The Company shall indemnify and hold harmless the Tax Matters Partner or Partnership Representative, as applicable, from and against any loss, liability, damage, cost or expense (including attorneys’ and accountants’ fees) sustained or incurred as a result of any act or decision concerning Company tax matters and within the scope of such Member’s responsibility as Tax Matters Partner or Partnership Representative, as applicable. All amounts indemnified shall be advanced as incurred. The Tax Matters Partner or Partnership Representative, as applicable, shall be entitled to rely on the advice of outside legal counsel and accountants as to the tax authority nature and will reduce the amount scope of its responsibilities and authority, and any act or omission of the next distribution(s) Tax Matters Partner or Partnership Representative pursuant to which such advice in no event shall subject the Member would otherwise be entitled, Tax Matters Partner or (ii) a loan Partnership Representative to liability to the Company or any Member. 7.5.4 Each Member (or former Member), which loan shall be repaid agrees that any action taken by the Member (Tax Matters Partner or former Member) within thirty (30) days of the time it is paid to the tax authority; provided that if such loan is not repaid within such thirty (30) daysPartnership Representative, such loan shall accrue interest at the LIBOR plus 5% retroactive to the date the liability is paid to the tax authority. (c) The TMP/Partnership Representative shall employ experienced tax counsel to represent the Company as applicable, in connection with any audit or investigation of the Company by the Internal Revenue Service ("IRS") and in connection with all subsequent administrative and judicial proceedings arising out of such audit. The fees and expenses of such, and all expenses incurred by the TMP/Partnership Representative in serving as the TMP/Partnership Representative, shall be Company expenses and shall be paid by the Company. Notwithstanding the foregoing, it shall be the responsibility of the Members, at their expense, to employ tax counsel to represent their respective separate interests. If the TMP/Partnership Representative is required by law or regulation to incur fees and expenses in connection with tax matters not affecting each of the Members, then the TMP/Partnership Representative may, in his sole discretion, seek reimbursement from or charge such fees and expenses to the Members on whose behalf such fees and expenses were incurred. The TMP/Partnership Representative shall keep the Members informed of all administrative and judicial proceedings and shall furnish a copy of each notice or other communication received by the TMP/Partnership Representative from the IRS to each Member, except such notices or communications as are sent directly to such Member by the IRS. (d) The TMP/Partnership Representative shall have the right to resign by giving thirty (30) days' written notice to the Members. Upon the resignation, dissolution or Bankruptcy of the TMP/Partnership Representative, a successor TMP/Partnership Representative shall be elected by the Majority in Interest. (e) To the fullest extent permitted by law, the Company agrees to indemnify the TMP/Partnership Representative and his agents and save and hold them harmless from and in respect to all (i) reasonable fees, costs and expenses in connection with or resulting from any claim, action or demand against the TMP/Partnership Representative or the Company that arise out of or in any way relate to the TMP/Partnership Representative's status as TMP/Partnership Representative for the Company, and (ii) all such claims, actions and demands and any losses or damages therefrom, including amounts paid in settlement or compromise of any such claim, action or demand; provided that this indemnity shall not extend to conduct by the TMP/Partnership Representative adjudged (i) not to have been undertaken in good faith to promote the best interests audits of the Company or (ii) any other matters relating to have constituted recklessness taxes shall be binding upon such Members and each such Members further agrees that such Members shall not treat any Company item inconsistently on such Member’s income tax return with the treatment of the item on the Company’s return and that such Member shall not independently act with respect to tax audits or intentional wrongdoing tax proceedings affecting the Company, unless previously authorized to do so in writing by the TMP/Tax Matters Representative or Partnership Representative, as applicable, which authorization may be withheld by the Tax Matters Representative or Partnership Representative, as applicable, in its sole discretion.