Any cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company.
The Company and each Member hereby designate any Member selected by the Managing Member as the tax matters partner for purposes of Section 6231(a)(7) of the Code (the Tax Matters Member).
The Tax Matters Member shall keep the Members informed as to the status of any audit of the Companys tax affairs, and shall take such action as may be necessary to cause any Member so requesting to become a notice partner within the meaning of Section 6223 of the Internal Revenue Code.
The Tax Matters Member shall have full and exclusive power and authority on behalf of the Company to represent the Company (at the Companys expense) in connection with all examinations of the Companys affairs by tax authorities, including resulting administrative and judicial proceedings, and to expend Company funds for professional services and costs associated therewith.
The Directors shall designate a Person to be specifically authorized to act as the "Tax Matters Member" under the Code and in any similar capacity under state or local law; provided, however, that the Directors shall have the authority to designate, remove and replace the Tax Matters Member who shall act as the tax matters partner within the meaning of and pursuant to Regulations Sections 301.6231(a)(7)-1 and -2 or any similar provision under state or local law.