(b) An Indemnitee shall have the right to employ separate counsel in any action as to which
indemnification may be sought under any provision of this Agreement and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnitee unless (1) the Company has agreed in writing to pay
such fees and expenses, (2) the Company has failed to assume the defense thereof and employ counsel within a reasonable period of time after being given notice required above or (3) the Indemnitee shall have been advised by its counsel that
representation of such Indemnitee and other parties by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential
differing interests between them. It is understood, however, that the Company shall, in connection with anyone such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations
or circumstances, be liable for the reasonable fees and expenses of only one separate firm of attorneys at any time for all such Indemnitees having actual or potential differing interests with the Company, unless but only to the extent the
Indemnitees have actual or potential differing interests with each other.
(c) The Company shall not be liable for any settlement of any
such action effected without its written consent, but if settled with such written consent, or if there is a final judgment against the Indemnitee in any such action, the Company agrees to indemnify and hold harmless the Indemnitee to the extent
provided above from and against any loss, claim, damage, liability or expense by reason of such settlement or judgment.
indemnification obligations set forth in Section 5.1 and this Section 5.2 shall survive the termination of this Agreement.
Section 6.1 Taxes.
(a) Reports. The Company shall deliver or cause to be delivered, by March 15 of each year, to each person who was a Member at any
time during the previous year, all information reasonably necessary for the preparation of such persons United States federal income tax returns and any state, local and foreign income tax returns which such person is required to file as a
result of the Company being engaged in a trade or business within such state, local or foreign jurisdiction, including a statement showing such persons share of income, gains, losses, deductions and credits for such year for United States
federal income tax purposes (and, if applicable, state, local or foreign income tax purposes).
(b) Tax Matters. La Grange shall be
designated and shall serve as the tax matters partner (as such term is defined in Code Section 6231(a)(7)) (the Tax Matters Member), to oversee or handle matters relating to the taxation of the Company, and as the Tax Matters
Member, La Grange shall have the right and obligation to take all actions authorized and required, respectively, by the Code for the Tax Matters Member. The Tax Matters Member shall cause to be prepared and shall sign all returns of the Company,
make any election which is available to the Company and monitor any governmental tax authority in any audit that the