Common use of Code Section 83 Safe Harbor Election Clause in Contracts

Code Section 83 Safe Harbor Election. 15.4.1 By executing this Agreement, each Partner authorizes and directs the Fund to elect to have the “Safe Harbor” described in the proposed Revenue Procedure set forth in Internal Revenue Service Notice 2005-43 (the “IRS Notice”) apply to any interest in the Fund transferred to a service provider by the Fund on or after the effective date of such Revenue Procedure in connection with services provided to the Fund. For purposes of making such Safe Harbor election, the General Partner is hereby designated as the “partner who has responsibility for U.S. federal income tax reporting” by the Fund and, accordingly, execution of such Safe Harbor election by the General Partner constitutes execution of a “Safe Harbor Election” in accordance with Section 3.03(1) of the IRS Notice. The Fund and each Partner hereby agree to comply with all requirements of the Safe Harbor described in the IRS Notice, including the requirement that each Partner shall prepare and file any U.S. federal income tax returns such Partner is required to file reporting the income tax effects of each “Safe Harbor Partnership Interest” issued by the Fund in a manner consistent with the requirements of the IRS Notice. A Partner’s obligations to comply with the requirements of this Section 15.4 (Code Section 83 Safe Harbor Election) shall survive such Partner’s ceasing to be a Partner of the Fund and the termination, dissolution, liquidation and winding up of the Fund, and, for purposes of this Section 15.4 (Code Section 83 Safe Harbor Election), the Fund shall be treated as continuing in existence. 15.4.2 Each Partner authorizes the General Partner to amend this Section 15.4 (Code Section 83 Safe Harbor Election) to the extent necessary to achieve similar tax treatment with respect to any interest in the Fund transferred to a service provider by the Fund in connection with services provided to the Fund as set forth in Section 4 of the IRS Notice (e.g., to reflect changes from the rules set forth in the IRS Notice in subsequent U.S. Department of Treasury or Internal Revenue Service guidance).

Code Section 83 Safe Harbor Election. 15.4.1 5.6.1 By executing this Agreement, each Partner Member authorizes and directs the Fund Company to elect to have the “Safe Harbor” described in the proposed Revenue Procedure set forth in Internal Revenue Service Notice 2005-43 (the “IRS Notice”) apply to any interest in the Fund Company transferred to a service provider by the Fund Company on or after the effective date of such Revenue Procedure in connection with services provided to the FundCompany. For purposes of making such Safe Harbor election, the General Partner Managing Member is hereby designated as the “partner who has responsibility for U.S. federal income tax reporting” by the Fund Company and, accordingly, execution of such Safe Harbor election by the General Partner Managing Member constitutes execution of a “Safe Harbor Election” in accordance with Section 3.03(1) of the IRS Notice. The Fund Company and each Partner Member hereby agree agrees to comply with all requirements of the Safe Harbor described in the IRS Notice, including the requirement that each Partner Member shall prepare and file any all U.S. federal income tax returns such Partner is required to file reporting the income tax effects of each “Safe Harbor Partnership Interest” Company Interest issued by the Fund Company in a manner consistent with the requirements of the IRS Notice. . 5.6.2 A PartnerMember’s obligations to comply with the requirements of this Section 15.4 (Code Section 83 Safe Harbor Election) 5.6 shall survive such PartnerMember’s ceasing to be a Partner Member of the Fund and Company and/or the termination, dissolution, liquidation and winding up of the FundCompany, and, for purposes of this Section 15.4 (Code Section 83 Safe Harbor Election)5.6, the Fund Company shall be treated as continuing in existence. 15.4.2 5.6.3 Each Partner Member authorizes the General Partner Managing Member to amend this Section 15.4 (Code Section 83 Safe Harbor Election) Sections 5.6.1 and 5.6.2 to the extent necessary to achieve similar substantially the same tax treatment with respect to any interest in the Fund Company transferred to a service provider by the Fund Company in connection with services provided to the Fund Company as set forth in Section 4 of the IRS Notice (e.g., to reflect changes from the rules set forth in the IRS Notice in subsequent U.S. Department of Treasury or Internal Revenue Service guidance); provided, that, such amendment is not materially adverse to such Member (as compared with the after-tax consequences that would result if the provisions of the Notice applied to all interests in the Company transferred to a service provider by the Company in connection with services provided to the Company).

Code Section 83 Safe Harbor Election. 15.4.1 (a) By executing this Agreement, each Partner Unitholder authorizes and directs the Fund Company to elect to have the “Safe Harbor” described in the proposed Revenue Procedure set forth in Internal Revenue Service Notice 2005-2005 43 (the “IRS Notice”) apply to any interest in the Fund Company transferred to a service provider by the Fund Company on or after the effective date of such Revenue Procedure in connection with services provided to the FundCompany. For purposes of making such Safe Harbor election, the General Tax Matters Partner is hereby designated as the “partner who has responsibility for U.S. federal income tax reporting” by the Fund Company and, accordingly, execution of such Safe Harbor election by the General Tax Matters Partner constitutes execution of a “Safe Harbor Election” in accordance with Section 3.03(1) of the IRS Notice. The Fund Company and each Partner Unitholder hereby agree agrees to comply with all requirements of the Safe Harbor described in the IRS Notice, including including, without limitation, the requirement that each Partner Unitholder shall prepare and file any U.S. all federal income tax returns such Partner is required to file reporting the income tax effects of each “Safe Harbor Partnership Interest” interest in the Company issued by the Fund Company covered by the Safe Harbor in a manner consistent with the requirements of the IRS Notice. (b) The Company and any Unitholder may pursue any and all rights and remedies it may have to enforce the obligations of the Company and the Unitholders (as applicable) under Section 9.4(a), including, without limitation, seeking specific performance and/or immediate injunctive or other equitable relief from any court of competent jurisdiction (without the necessity of showing actual money damages, or posting any bond or other security) in order to enforce or prevent any violation of the provisions of Section 9.4(a). A PartnerUnitholder’s obligations to comply with the requirements of this Section 15.4 (Code Section 83 Safe Harbor Election) 9.4 shall survive such PartnerUnitholder’s ceasing to be a Partner Unitholder of the Fund and Company and/or the termination, dissolution, liquidation and winding up of the FundCompany, and, for purposes of this Section 15.4 (Code Section 83 Safe Harbor Election)9.4, the Fund Company shall be treated as continuing in existence. 15.4.2 (c) Each Partner Unitholder authorizes the General Tax Matters Partner to amend this Section 15.4 (Code Section 83 Safe Harbor ElectionSections 9.4(a) and 9.4(b) to the extent necessary to achieve similar substantially the same tax treatment with respect to any interest in the Fund Company transferred to a service provider by the Fund Company in connection with services provided to the Fund Company as set forth in Section 4 of the IRS Notice (e.g., to reflect changes from the rules set forth in the IRS Notice in subsequent U.S. Department of Treasury or Internal Revenue Service guidance), provided that such amendment is not materially adverse to such Unitholder (as compared with the after tax consequences that would result if the provisions of the Notice applied to all interests in the Company transferred to a service provider by the Company in connection with services provided to the Company).

Code Section 83 Safe Harbor Election. 15.4.1 By executing this Agreement, each Partner Member authorizes and directs the Fund Company to elect to have the “Safe Harbor” described in the proposed Revenue Procedure set forth in Internal Revenue Service Notice 2005-43 (the “IRS Notice”) apply to any interest in the Fund Company transferred to a service provider by the Fund Company on or after the effective date of such Revenue Procedure in connection with services provided to the FundCompany. For purposes of making such Safe Harbor election, the General Partner Tax Matters Member is hereby designated as the “partner who has responsibility for U.S. federal income tax reporting” by the Fund Company and, accordingly, execution of such Safe Harbor election by the General Partner Tax Matters Member constitutes execution of a “Safe Harbor Election” in accordance with Section 3.03(1) of the IRS Notice. The Fund Company and each Partner Member hereby agree to comply with all requirements of the Safe Harbor described in the IRS Notice, including including, without limitation, the requirement that each Partner Member shall prepare and file any U.S. all federal income tax returns such Partner is required to file reporting the income tax effects of each “Safe Harbor Partnership Interest” ”) (as described in Section 3.02 of the Notice) issued by the Fund Company in a manner consistent with the requirements of the IRS Notice. A Partner’s obligations to comply with the requirements of this Section 15.4 (Code Section 83 Safe Harbor Election) shall survive such Partner’s ceasing to be a Partner of the Fund and the termination, dissolution, liquidation and winding up of the Fund, and, for purposes of this Section 15.4 (Code Section 83 Safe Harbor Election), the Fund shall be treated as continuing in existence. 15.4.2 Each Partner Member authorizes the General Partner Tax Matters Member to amend this Section 15.4 (Code Section 83 Safe Harbor Election) 10.6 to the extent necessary to achieve similar substantially the same tax treatment with respect to any interest in the Fund Company transferred to a service provider by the Fund Company in connection with services provided to the Fund Company as set forth in Section 4 of the IRS Notice (e.g., to reflect changes from the rules set forth in the IRS Notice in subsequent U.S. Department of Treasury or Internal Revenue Service guidance), provided that such amendment is not materially adverse to any Member (as compared with the after-tax consequences that would result if the provisions of the Notice applied to all interests in the Company transferred to a service provider by the Company in connection with services provided to the Company).

Code Section 83 Safe Harbor Election. 15.4.1 (a) By executing this Agreement, each Partner authorizes and directs the Fund Partnership to elect to have the “Safe Harbor” described in the proposed Revenue Procedure set forth in Internal Revenue Service Notice 2005-43 (the “IRS Section 83 Notice”) apply to any interest in the Fund Partnership transferred to a service provider by the Fund Partnership on or after the effective date of such Revenue Procedure in connection with services provided to the FundPartnership, provided that the Partnership shall so elect only if the Revenue Procedure is finalized in a form that is substantially similar to its proposed form in the Section 83 Notice. For purposes of making such Safe Harbor election, the General Partner is hereby designated as the “partner who has responsibility for U.S. federal income tax reporting” by the Fund Partnership and, accordingly, execution of such Safe Harbor election by the General Partner constitutes execution of a “Safe Harbor Election” in accordance with Section 3.03(1) of the IRS Section 83 Notice. The Fund Partnership and each Partner hereby agree agrees to comply with all requirements of the Safe Harbor described in the IRS Section 83 Notice, including including, without limitation, the requirement that each Partner shall prepare and file any U.S. all federal income tax returns such Partner is required to file reporting the income tax effects of each “Safe Harbor interest in the Partnership Interest” issued by the Fund Partnership covered by the Safe Harbor in a manner consistent with the requirements of the IRS Section 83 Notice. A Partner’s obligations to comply with the requirements of this Section 15.4 (Code Section 83 Safe Harbor Electionb) shall survive such Partner’s ceasing to be a Partner of the Fund and the termination, dissolution, liquidation and winding up of the Fund, and, for purposes of this Section 15.4 (Code Section 83 Safe Harbor Election), the Fund shall be treated as continuing in existence. 15.4.2 Each Partner authorizes the General Partner to amend this Section 15.4 (Code Section 83 Safe Harbor Election10.6(a) to the extent necessary to achieve similar substantially the same tax treatment with respect to any interest in the Fund Partnership transferred to a service provider by the Fund Partnership in connection with services provided to the Fund Partnership as set forth in Section 4 of the IRS Section 83 Notice (e.g., to reflect changes from the rules set forth in the IRS Section 83 Notice in subsequent U.S. Department of Treasury or Internal Revenue Service guidance), provided that such amendment is not materially adverse to such Partner (as compared with the after tax consequences that would result to such Partner if the provisions of the Section 83 Notice applied to all interests in the Partnership transferred to a service provider by the Partnership in connection with services provided to the Partnership).

Code Section 83 Safe Harbor Election. 15.4.1 By executing this Agreement, each Partner authorizes and directs the Fund to elect to have the “Safe Harbor” described in the proposed Revenue Procedure set forth in Internal Revenue Service Notice 2005-43 (the “IRS Notice”) apply to any interest in the Fund transferred to a service provider by the Fund on or after the effective date of such Revenue Procedure in connection with services provided to the Fund. For purposes of making such Safe Harbor election, the General Partner is hereby designated as the “partner who has responsibility for U.S. federal income tax reporting” by the Fund and, accordingly, execution of such Safe Harbor election by the General Partner constitutes execution of a “Safe Harbor Election” in accordance with Section 3.03(1) of the IRS Notice. The Fund and each Partner hereby agree to comply with all requirements of the Safe Harbor described in the IRS Notice, including the requirement that each Partner shall prepare and file any U.S. federal income tax returns such Partner is required to file reporting the income tax effects of each “Safe Harbor Partnership Interest” issued by the Fund in a manner consistent with the requirements of the IRS Notice. A Partner’s obligations to comply with the requirements of this Section 15.4 (Code Section 83 Safe Harbor Election) shall survive such Partner’s ceasing to be a Partner of the Fund and the termination, dissolution, liquidation and winding up of the Fund, and, for purposes of this Section 15.4 (Code Section 83 Safe Harbor Election), the Fund shall be treated as continuing in existence. 15.4.2 . Each Partner authorizes the General Partner to amend this Section 15.4 (Code Section 83 Safe Harbor Election) to the extent necessary to achieve similar tax treatment with respect to any interest in the Fund transferred to a service provider by the Fund in connection with services provided to the Fund as set forth in Section 4 of the IRS Notice (e.g., to reflect changes from the rules set forth in the IRS Notice in subsequent U.S. Department of Treasury or Internal Revenue Service guidance).

Code Section 83 Safe Harbor Election. 15.4.1 (a) By executing this Agreement, each Partner Unitholder authorizes and directs the Fund LLC to elect to have the “Safe Harbor” described in the proposed Revenue Procedure set forth in Internal Revenue Service Notice 2005-43 (the “IRS Notice”) apply to any interest in the Fund LLC transferred to a service provider by the Fund LLC on or after the effective date of such Revenue Procedure in connection with services provided to the FundLLC. For purposes of making such Safe Harbor election, the General Tax Matters Partner is hereby designated as the “partner who has responsibility for U.S. federal income tax reporting” by the Fund LLC and, accordingly, execution of such Safe Harbor election by the General Tax Matters Partner constitutes execution of a “Safe Harbor Election” in accordance with Section 3.03(1) of the IRS Notice. The Fund LLC and each Partner Unitholder hereby agree to comply with all requirements of the Safe Harbor described in the IRS Notice, including the requirement that each Partner Unitholder shall prepare and file any U.S. all federal income tax returns such Partner is required to file reporting the income tax effects of each “Safe Harbor Partnership Interest” interest in the LLC issued by the Fund LLC covered by the Safe Harbor in a manner consistent with the requirements of the IRS Notice. (b) The LLC and any Unitholder may pursue any and all rights and remedies it may have to enforce the obligations of the LLC and the Unitholders (as applicable) under Section 9.4(a), including seeking specific performance and/or immediate injunctive or other equitable relief from any court of competent jurisdiction (without the necessity of showing actual money damages, or posting any bond or other security) in order to enforce or prevent any violation of the provisions of Section 9.4(a). A PartnerUnitholder’s obligations to comply with the requirements of this Section 15.4 (Code Section 83 Safe Harbor Election) 9.4 shall survive such PartnerUnitholder’s ceasing to be a Partner Unitholder of the Fund and LLC and/or the termination, dissolution, liquidation and winding up of the FundLLC, and, for purposes of this Section 15.4 (Code Section 83 Safe Harbor Election)9.4, the Fund LLC shall be treated as continuing in existence. 15.4.2 (c) Each Partner Unitholder authorizes the General Tax Matters Partner to amend this Section 15.4 (Code Section 83 Safe Harbor Election9.4(a) and 9.4(b) to the extent necessary to achieve similar substantially the same tax treatment with respect to any interest in the Fund LLC transferred to a service provider by the Fund LLC in connection with services provided to the Fund LLC as set forth in Section 4 of the IRS Notice (e.g., to reflect changes from the rules set forth in the IRS Notice in subsequent U.S. Department of Treasury or Internal Revenue Service guidance), provided that such amendment is not materially adverse to such Unitholder (as compared with the after-tax consequences that would result if the provisions of the Notice applied to all interests in the LLC transferred to a service provider by the LLC in connection with services provided to the LLC).

Code Section 83 Safe Harbor Election. ‌ 15.4.1 By executing this Agreement, each Partner authorizes and directs the Fund to elect to have the “Safe Harbor” described in the proposed Revenue Procedure set forth in Internal Revenue Service Notice 2005-43 (the “IRS Notice”) apply to any interest in the Fund transferred to a service provider by the Fund on or after the effective date of such Revenue Procedure in connection with services provided to the Fund. For purposes of making such Safe Harbor election, the General Partner is hereby designated as the “partner who has responsibility for U.S. federal income tax reporting” by the Fund and, accordingly, execution of such Safe Harbor election by the General Partner constitutes execution of a “Safe Harbor Election” in accordance with Section 3.03(1) of the IRS Notice. The Fund and each Partner hereby agree to comply with all requirements of the Safe Harbor described in the IRS Notice, including the requirement that each Partner shall prepare and file any U.S. federal income tax returns such Partner is required to file reporting the income tax effects of each “Safe Harbor Partnership Interest” issued by the Fund in a manner consistent with the requirements of the IRS Notice. A Partner’s obligations to comply with the requirements of this Section 15.4 (Code Section 83 Safe Harbor Election) shall survive such Partner’s ceasing to be a Partner of the Fund and the termination, dissolution, liquidation and winding up of the Fund, and, for purposes of this Section 15.4 (Code Section 83 Safe Harbor Election), the Fund shall be treated as continuing in existence. 15.4.2 Each Partner authorizes the General Partner to amend this Section 15.4 (Code Section 83 Safe Harbor Election) to the extent necessary to achieve similar tax treatment with respect to any interest in the Fund transferred to a service provider by the Fund in connection with services provided to the Fund as set forth in Section 4 of the IRS Notice (e.g., to reflect changes from the rules set forth in the IRS Notice in subsequent U.S. Department of Treasury or Internal Revenue Service guidance).

Code Section 83 Safe Harbor Election. 15.4.1 (a) By executing this Agreement, each Partner authorizes and directs the Fund to elect to have the “Safe Harbor” described in the proposed Revenue Procedure set forth in Internal Revenue Service Notice 2005-43 (the “IRS Notice”) apply to any interest in the Fund transferred to a service provider by the Fund on or after the effective date of such Revenue Procedure in connection with services provided to the Fund. For purposes of making such Safe Harbor election, the General Partner is hereby designated as the “partner who has responsibility for U.S. federal income tax reporting” by the Fund and, accordingly, execution of such Safe Harbor election by the General Partner constitutes execution of a “Safe Harbor Election” in accordance with Section section 3.03(1) of the IRS Notice. The Fund and each Partner hereby agree agrees to comply with all requirements of the Safe Harbor described in the IRS Notice, including the requirement that each Partner shall prepare and file any U.S. all federal income tax returns such Partner is required to file reporting the income tax effects of each “Safe Harbor Partnership Interest” interest issued by the Fund in a manner consistent with the requirements of the IRS Notice. (b) Unless otherwise agreed by the General Partner (on its own behalf or on behalf of the Fund) in writing, any Partner that fails to comply with requirements set forth in Section 11.6(a) shall indemnify and hold harmless the Fund and each adversely affected Partner from and against any and all losses, liabilities, taxes, damages, judgments, fines, costs, penalties, amounts paid in settlement and reasonable out-of-pocket costs and expenses incurred in connection therewith (including costs and expenses of suits and proceedings, and reasonable fees and disbursements of counsel), in each case resulting from such Partner’s failure to comply with such requirements. The General Partner may offset distributions to which a Person is otherwise entitled under this Agreement against such Person’s obligation to indemnify the Fund and any other Person under this Section 11.6(b) (and any amount so offset with respect to such Person’s obligation to indemnify a Person other than the Fund shall be paid over to such other Person by the Fund). A Partner’s obligations to comply with the requirements of Section 11.6(a) and to indemnify the Fund and any Partner under this Section 15.4 (Code Section 83 Safe Harbor Election11.6(b) shall survive such Partner’s ceasing to be a Partner of the Fund and and/or the termination, dissolution, liquidation and winding up of the Fund, and, for purposes of this Section 15.4 (Code Section 83 Safe Harbor Election11.6(b), the Fund shall be treated as continuing in existence. The Fund and any Partner may pursue and enforce all rights and remedies it may have against each Partner under this Section 11.6(b), including (i) instituting a lawsuit to collect such indemnification and contribution, with interest calculated, from time to time, at a rate equal to 9% per annum, compounded on the last day of each fiscal quarter and (ii) specific performance and/or immediately injunctive or other equitable relief from any court of competent jurisdiction (without the necessity of showing actual money damages, or posting any bond or other security) in order to enforce or prevent any violation of the provisions of Section 11.6(a). 15.4.2 (c) Each Partner authorizes the General Partner to amend this Section 15.4 (Code Section 83 Safe Harbor ElectionSections 11.6(a) and 11.6(b) to the extent necessary to achieve similar substantially the same tax treatment with respect to any interest in the Fund transferred to a service provider by the Fund in connection with services provided to the Fund as set forth in Section section 4 of the IRS Notice (e.g., to reflect changes from the rules set forth in the IRS Notice in subsequent U.S. Department of Treasury or Internal Revenue Service guidance), provided, that such amendment is not adverse to any Partner (as compared with the after-tax consequences that would result if the provisions of the Notice applied to all interests in the Fund transferred to a service provider by the Fund in connection with services provided to the Fund).

Code Section 83 Safe Harbor Election. 15.4.1 (a) By executing this Agreement, each Partner Member authorizes and directs the Fund Company to elect to have the “Safe Harbor” described in the proposed Revenue Procedure set forth in Internal Revenue Service Notice 2005-43 (the “IRS Notice”) ), or any successor guidance or provision, apply to any interest in the Fund Company transferred to a service provider by the Fund Company in connection with services provided to the Company on or after the effective date of such Revenue Procedure in connection with services provided to the FundProcedure. For purposes of making such Safe Harbor election, the General Partner tax matters partner is hereby designated as the “partner who has responsibility for U.S. federal income tax reporting” by the Fund Company and, accordingly, execution of such Safe Harbor election by the General Partner tax matters partner constitutes execution of a “Safe Harbor Election” in accordance with Section 3.03(1) of the IRS Notice. The Fund Company and each Partner Member hereby agree to comply with all requirements of the Safe Harbor described in the IRS Notice, including including, without limitation, the requirement that each Partner Member shall prepare and file any U.S. all federal income tax returns such Partner is required to file reporting the income tax effects of each “Safe Harbor Partnership Interest” Unit issued by the Fund Company that qualifies for the Safe Harbor in a manner consistent with the requirements of the IRS Notice. A PartnerMember’s obligations to comply with the requirements of this Section 15.4 (Code Section 83 Safe Harbor Election) 10.4 shall survive such PartnerMember’s ceasing to be a Partner Member of the Fund and Company and/or the termination, dissolution, liquidation and winding up of the FundCompany, and, for purposes of this Section 15.4 (Code Section 83 Safe Harbor Election)10.4, the Fund Company shall be treated as continuing in existence. 15.4.2 (b) Each Partner Member authorizes the General Partner tax matters partner to amend this Section 15.4 (Code Section 83 Safe Harbor Election) 10.4 to the extent necessary to achieve substantially the same or similar tax treatment with respect to any interest in the Fund Company transferred to a service provider by the Fund Company in connection with services provided to the Fund Company as set forth in Section 4 of the IRS Notice (e.g., to reflect changes from the rules set forth in the IRS Notice in subsequent U.S. Department of Treasury or Internal Revenue Service guidance); provided that such amendment does not result in disproportionately adverse treatment of any other Member as compared to the treatment of a Member holding similar Units.

Code Section 83 Safe Harbor Election. 15.4.1 By executing this Agreement, each Partner Member (and former Member) authorizes and directs the Fund Company to elect to have the “Safe Harbor” described in the proposed Revenue Procedure set forth in Internal Revenue Service Notice 2005-43 (the “IRS Notice”) apply to any interest in the Fund Company transferred to a service provider by the Fund Company on or after the effective date of such Revenue Procedure (or any substantially similar Revenue Procedure or other guidance issued by the Internal Revenue Service) in connection with services provided to the FundCompany; provided that the Company shall make such election only in the manner such “Safe Harbor” is set forth in any final Revenue Procedure or other guidance and only if the final Revenue Procedure or such other guidance does not impose conditions that, in the reasonable discretion of the Board of Managers, are materially more onerous economically to the Members than those in the IRS Notice. For purposes of making such Safe Harbor election, the General Partner Board of Managers is hereby designated as the person “partner who has responsibility for U.S. federal Federal income tax reporting” by the Fund Company and, accordingly, execution of such Safe Harbor election by the General Partner such Person constitutes execution of a “Safe Harbor Election” in accordance with Section 3.03(1) of the IRS Notice. The Fund Company and each Partner Member hereby agree to comply with all requirements of the Safe Harbor described in the IRS NoticeNotice (as it or any substantially similar guidance becomes finally effective), including including, without limitation, the requirement that each Partner Member shall prepare and file any U.S. all federal income tax returns such Partner is required to file reporting the income tax effects of each “Safe Harbor Partnership Interest” interest issued by the Fund Company in a manner consistent with the requirements of the IRS Notice. Notice (as it or any substantially similar guidance becomes effective), A PartnerMember’s obligations to comply with the requirements of this Section 15.4 (Code Section 83 Safe Harbor Election) 5.03 shall survive such PartnerMember’s ceasing to be a Partner of Member in the Fund and Company and/or the termination, dissolution, liquidation and winding up of the Fund, and, for purposes of this Section 15.4 (Code Section 83 Safe Harbor Election), the Fund shall be treated as continuing in existence. 15.4.2 Company. Each Partner Member authorizes the General Partner Board of Managers, on behalf of such Member and the Company, to amend this Section 15.4 (Code Section 83 Safe Harbor Election) Agreement to the extent necessary to achieve similar tax treatment with respect to any interest in effect the Fund transferred to a service provider by the Fund in connection with services provided to the Fund as set forth in Section 4 of the IRS Notice (e.g., to reflect changes from the rules set forth in the IRS Notice in subsequent U.S. Department of Treasury or Internal Revenue Service guidance)foregoing.

Code Section 83 Safe Harbor Election. 15.4.1 (a) By executing this Agreement, each Partner Member authorizes and directs the Fund Company to elect to have the “Safe Harbor” described in the proposed Revenue Procedure set forth in Internal Revenue Service Notice 2005-43 (the “IRS Notice”) apply to any interest in the Fund Company transferred to a service provider by the Fund Company on or after the effective date of such Revenue Procedure in connection with services provided to the FundCompany. For purposes of making such Safe Harbor election, the General Tax Matters Partner is hereby designated as the “partner who has responsibility for U.S. federal income tax reporting” by the Fund Company and, accordingly, execution of such Safe Harbor election by the General Tax Matters Partner constitutes execution of a “Safe Harbor Election” in accordance with Section 3.03(1) of the IRS Notice. The Fund Company and each Partner Member hereby agree to comply with all requirements of the Safe Harbor described in the IRS Notice, including the requirement that each Partner Member shall prepare and file any all U.S. federal income tax returns such Partner is required to file reporting the income tax effects of each “Safe Harbor Partnership Interest” Interest (as defined in the Notice) issued by the Fund Company in a manner consistent with the requirements of the IRS Notice. . (b) A PartnerMember’s obligations obligation to comply with the requirements of this Section 15.4 (Code Section 83 Safe Harbor Election) 10.3 shall survive such PartnerMember’s ceasing to be a Partner Member of the Fund and Company and/or the termination, dissolution, liquidation and winding up of the FundCompany, and, for purposes of this Section 15.4 (Code Section 83 Safe Harbor Election)10.3, the Fund Company shall be treated as continuing in existence. 15.4.2 (c) Each Partner Member authorizes the General Tax Matters Partner to amend this Section 15.4 (Code Section 83 Safe Harbor ElectionSections 10.3(a) and 10.3(b) to the extent necessary to achieve similar substantially the same tax treatment with respect to any interest in the Fund Company transferred to a service provider by the Fund Company in connection with services provided to the Fund Company as set forth in Section 4 of the IRS Notice (e.g., to reflect changes from the rules set forth in the IRS Notice in subsequent U.S. Department of Treasury or Internal Revenue Service guidance), provided that such amendment is not materially adverse to such Member (as compared with the after-tax consequences that would result if the provisions of the Notice applied to all interests in the Company transferred to a service provider by the Company in connection with services provided to the Company). (d) Each Member further agrees to execute any forms or documents reasonably necessary to effectuate any of the foregoing provisions of this Section 10.3.

Code Section 83 Safe Harbor Election. 15.4.1 By (a) Without limiting Section 3.1(d), by executing this Agreement, each Partner Unitholder authorizes and directs the Fund Holdings LLC to elect to have the “Safe Harbor” described in the proposed Revenue Procedure set forth in the Internal Revenue Service Notice 2005-43 (the “IRS Notice”) ), or any successor guidance or provision, apply to any interest in the Fund Holdings LLC transferred to a service provider by the Fund Holdings LLC in connection with services provided to Holdings LLC on or after the effective date of such Revenue Procedure in connection with services provided to the FundProcedure. For purposes of making such Safe Harbor election, the General Partner Tax Matters Member is hereby designated as the “partner who has responsibility for U.S. federal income tax reporting” by the Fund Holdings LLC and, accordingly, execution of such Safe Harbor election by the General Partner Tax Matters Member constitutes execution of a “Safe Harbor Election” in accordance with Section 3.03(1) of the IRS Notice. The Fund Holdings LLC and each Partner Unitholder hereby agree to comply with all requirements of the Safe Harbor described in the IRS Notice, including the requirement that each Partner Unitholder shall prepare and file any U.S. all federal income tax returns such Partner is required to file reporting the income tax effects of each “Unit issued by Holdings LLC that qualifies for the Safe Harbor Partnership Interest” issued by the Fund in a manner consistent with the requirements of the IRS Notice. A PartnerUnitholder’s obligations to comply with the requirements of this Section 15.4 (Code Section 83 Safe Harbor Election) 8.4 shall survive such PartnerUnitholder’s ceasing to be a Partner Unitholder of the Fund and Holdings LLC and/or the termination, dissolution, liquidation and winding up of the FundHoldings LLC, and, for purposes of this Section 15.4 (Code Section 83 Safe Harbor Election)8.4, the Fund Holdings LLC shall be treated as continuing in existence. 15.4.2 (b) Each Partner Unitholder authorizes the General Partner Tax Matters Member to amend this Section 15.4 (Code Section 83 Safe Harbor Election) 8.4 to the extent necessary to achieve substantially the same or similar tax Tax treatment with respect to any interest in the Fund Holdings LLC transferred to a service provider by the Fund Holdings LLC in connection with services provided to the Fund Holdings LLC as set forth in Section 4 of the IRS Notice (e.g., to reflect changes from the rules set forth in the IRS Notice in subsequent U.S. Department of Treasury or Internal Revenue Service guidance); provided that such amendment does not result in disproportionately adverse treatment of any other Unitholder as compared to the treatment of a Unitholder holding similar Units.

Code Section 83 Safe Harbor Election. 15.4.1 (a) By executing this the Agreement, each Partner Unitholder authorizes and directs the Fund Company to elect to have the “Safe Harbor” described in the proposed Revenue Procedure set forth in the Internal Revenue Service Notice 2005-43 (the “IRS Notice”) ), or any successor guidance or provision, apply to any interest in the Fund Company transferred to a service provider by the Fund Company in connection with services provided to the Company on or after the effective date of such Revenue Procedure in connection with services provided to the FundProcedure. For purposes of making such Safe Harbor election, the General Tax Matters Partner is hereby designated as the “partner who has responsibility for U.S. federal income tax reporting” by the Fund Company and, accordingly, execution of such Safe Harbor election by the General Tax Matters Partner constitutes execution of a “Safe Harbor Election” in accordance with Section 3.03(1) of the IRS Notice. The Fund Company and each Partner Unitholder hereby agree agrees to comply with all requirements of the Safe Harbor described in the IRS Notice, including including, without limitation, the requirement that each Partner Unitholder shall prepare and file any U.S. all federal income tax returns such Partner is required to file reporting the income tax effects of each “Safe Harbor Partnership Interest” Unit issued by the Fund Company that qualifies for the Safe Harbor in a manner consistent with the requirements of the IRS Notice. A Partner’s Unitholder's obligations to comply with the requirements of this Section 15.4 (Code Section 83 Safe Harbor Election) 8.3 shall survive such Partner’s Unitholder's ceasing to be a Partner Unitholder of the Fund and Company and/or the termination, dissolution, liquidation and winding up of the FundCompany, and, for purposes of this Section 15.4 (Code Section 83 Safe Harbor Election)8.3, the Fund Company shall be treated as continuing in existence. 15.4.2 (b) Each Partner Unitholder authorizes the General Tax Matters Partner to amend this Section 15.4 (Code Section 83 Safe Harbor Election) 8.3 to the extent necessary to achieve substantially the same or similar tax treatment with respect to any interest in the Fund Company transferred to a service provider by the Fund Company in connection with services provided to the Fund Company as set forth for in Section 4 of the IRS Notice (e.g., to reflect changes from the rules set forth for in the IRS Notice in subsequent U.S. Department of Treasury or Internal Revenue Service guidance).; provided that such amendment does not result in disproportionately adverse treatment of any other Unitholder as compared to the treatment of a Unitholder holding similar Units. [*] INDICATES CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION

Code Section 83 Safe Harbor Election. 15.4.1 By executing this Agreement, each Partner (and former Partner) authorizes and directs the Fund Partnership to elect to have the “Safe Harbor” described in the proposed Revenue Procedure set forth in Internal Revenue Service Notice 2005-43 (the “IRS Notice”) apply to any interest in the Fund Partnership transferred to a service provider by the Fund Partnership on or after the effective date of such Revenue Procedure (or any substantially similar Revenue Procedure or other guidance issued by the Internal Revenue Service) in connection with services provided to the FundPartnership; provided, however the Partnership shall make such election only in the manner such “Safe Harbor” is set forth in any final Revenue Procedure or other guidance and only if the final Revenue Procedure or such other guidance does not impose conditions that, in the reasonable discretion of the General Partner are materially more onerous economically to the Partners than those in the IRS Notice. For purposes of making such Safe Harbor election, the General Partner is hereby designated as the “partner who has responsibility for U.S. federal Federal income tax reporting” by the Fund Partnership and, accordingly, execution of such Safe Harbor election by the General Partner constitutes execution of a “Safe Harbor Election” in accordance with Section 3.03(1) of the IRS Notice. The Fund Partnership and each Partner hereby agree to comply with all requirements of the Safe Harbor described in the IRS NoticeNotice (as it or any substantially similar guidance becomes finally effective), including including, without limitation, the requirement that each Partner shall prepare and file any U.S. all federal income tax returns such Partner is required to file reporting the income tax effects of each “Safe Harbor Partnership Interest” interest issued by the Fund Partnership in a manner consistent with the requirements of the IRS NoticeNotice (as it or any substantially similar guidance becomes effective). A Partner’s obligations to comply with the requirements of this Section 15.4 (Code Section 83 Safe Harbor Election) 1.5 shall survive such Partner’s ceasing to be a Partner of in the Fund and Partnership and/or the termination, dissolution, liquidation and winding up of the Fund, and, for purposes of this Section 15.4 (Code Section 83 Safe Harbor Election), the Fund shall be treated as continuing in existence. 15.4.2 Partnership. Each Partner authorizes the General Partner, on behalf of such Partner and the Partnership, to amend this Section 15.4 (Code Section 83 Safe Harbor Election) Agreement to the extent necessary to achieve similar tax treatment with respect to any interest in effect the Fund transferred to a service provider by the Fund in connection with services provided to the Fund as set forth in Section 4 of the IRS Notice (e.g., to reflect changes from the rules set forth in the IRS Notice in subsequent U.S. Department of Treasury or Internal Revenue Service guidance)foregoing.