Common use of Compliance With IRS Safe Harbor Clause in Contracts

Compliance With IRS Safe Harbor. The Board of Managers shall monitor the Transfers of interests in the Company to determine (i) whether such interests are being traded on an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code, and (ii) whether additional transfers of interests would result in the Company being unable to qualify for at least one of the “safe harbors” set forth in Regulations Section 1.7704-1 (or such other guidance subsequently published by the Internal Revenue Service setting forth safe harbors under which interests will not be treated as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “Safe Harbors”). The Board of Managers shall take all steps reasonably necessary or appropriate to prevent any trading of interests or any recognition by the Company of transfers made on such markets and, except as otherwise provided herein, to ensure that at least one of the Safe Harbors is met.

Compliance With IRS Safe Harbor. The Board of Managers shall monitor the Transfers of interests in the Company to determine (i) whether such interests are being traded on an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code, and (ii) whether additional transfers of interests would result in the Company being unable to qualify for at least one of the “safe harbors” set forth in Regulations Section 1.7704-1 (or such other guidance subsequently published by the Internal Revenue Service setting forth safe harbors under which interests will not be treated as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “Safe Harbors”). The Board of Managers shall take all steps reasonably necessary or appropriate to prevent any trading of interests or any recognition by the Company of transfers made on such markets and, except as otherwise provided herein, to ensure that at least one of the Safe Harbors is met. Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of the exhibit has been filed separately with the Securities and Exchange Commission.

Compliance With IRS Safe Harbor. The Board of Managers shall monitor the Transfers transfers of interests in the Company to determine (i) whether if such interests are being traded on an “"established securities market” " or a “"secondary market (or the substantial equivalent thereof)” " within the meaning of Section 7704 of the Code, and (ii) whether additional transfers of interests would result in the Company being unable to qualify for at least one of the “"safe harbors” " set forth in Regulations Section 1.7704-1 (or such other guidance subsequently published by the Internal Revenue Service setting forth safe harbors under which interests will not be treated as “"readily tradable on a secondary market (or the substantial equivalent thereof)” " within the meaning of Section 7704 of the Code) (the “"Safe Harbors”"). The Board of Managers shall take all steps reasonably necessary or appropriate to prevent any trading of interests or any recognition by the Company of transfers made on such markets and, except as otherwise provided herein, to ensure that at least one of the Safe Harbors is met.

Compliance With IRS Safe Harbor. The Board of Managers Directors shall monitor the Transfers of interests Interests in the Company to determine (i) whether if such interests Interests are being traded on an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code, and (ii) whether additional transfers of interests Interests would result in the Company being unable to qualify for at least one of the “safe harbors” set forth in Regulations Section 1.7704-1 (or such other guidance subsequently published by the Internal Revenue Service setting forth safe harbors under which interests Interests will not be treated as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “Safe Harbors”). The Board of Managers Members shall take all steps reasonably necessary or appropriate to prevent any trading of interests Interests or any recognition by the Company of transfers Transfers made on such markets and, except as otherwise provided herein, to ensure that the terms and conditions of at least one of the Safe Harbors is met.

Compliance With IRS Safe Harbor. The Board of Managers shall monitor the Transfers transfers of interests in the Company to determine (i) whether if such interests are being traded on an “"established securities market” " or a “"secondary market (or the substantial equivalent thereof)” " within the meaning of Section 7704 of the Code, and (ii) whether additional transfers of interests would result in the Company being unable to qualify for at least one of the “"safe harbors” " set forth in Regulations Section 1.7704-1 (or such other guidance subsequently published by the Internal Revenue Service setting forth safe harbors under which interests will not be treated as “"readily tradable on a secondary market (or the substantial equivalent thereof)” " within the meaning of Section 7704 of the Code) (the “"Safe Harbors”"). The Board of Managers shall take all steps reasonably necessary or ------------ appropriate to prevent any trading of interests or any recognition by the Company of transfers made on such markets and, except as otherwise provided herein, to ensure that at least one of the Safe Harbors is met.

Compliance With IRS Safe Harbor. The Board of Managers Managing Members shall monitor the Transfers of interests Interests in the Company to determine (i) whether if such interests Interests are being traded on an “"established securities market” " or a “"secondary market (or the substantial equivalent thereof)” " within the meaning of Section section 7704 of the Code, and (ii) whether additional transfers Transfers of interests Interests would result in the Company being unable to qualify for at least one of the “"safe harbors” " set forth in Regulations Section 1.7704-1 (or such other guidance subsequently published by the Internal Revenue Service IRS setting forth safe harbors under which interests Interests will not be treated as “"readily tradable on a secondary market (or the substantial equivalent thereof)” " within the meaning of Section section 7704 of the Code) (the “Safe Harbors”"SAFE HARBORS"). The Board of Managers Managing Members shall take all steps reasonably necessary or appropriate to prevent any trading of interests Interests or any recognition by the Company of transfers Transfers made on such markets and, except as otherwise provided herein, to ensure that at least one of the Safe Harbors is met.. ARTICLE 8 --------- CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS -------------------------------------------------

Compliance With IRS Safe Harbor. The Board of Managers shall monitor the Transfers transfers of interests in the Company to determine (i) whether if such interests are being traded on an “"established securities market” " or a “"secondary market (or the substantial equivalent thereof)” " within the meaning of Section section 7704 of the Code, and (ii) whether additional transfers of interests would result in the Company being unable to qualify for at least one of the “"safe harbors” " set forth in Regulations Section 1.7704-1 (or such other guidance subsequently published by the Internal Revenue Service setting forth safe harbors under which interests will not be treated as “"readily tradable on a secondary market (or the substantial equivalent thereof)” " within the meaning of Section section 7704 of the Code) (the “"Safe Harbors”"). The Board of Managers shall take all steps reasonably necessary or appropriate to prevent any trading of interests or any recognition by the Company of transfers made on such markets and, except as otherwise provided herein, to ensure that at least one of the Safe Harbors is met.. ARTICLE 8

Compliance With IRS Safe Harbor. The Board of Managers Managing Members shall monitor the Transfers of interests Interests in the Company to determine (i) whether if such interests Interests are being traded on an “"established securities market” " or a “"secondary market (or the substantial equivalent thereof)” " within the meaning of Section section 7704 of the Code, and (ii) whether additional transfers Transfers of interests Interests would result in the Company being unable to qualify for at least one of the “"safe harbors” " set forth in Regulations Section 1.7704-1 (or such other guidance subsequently published by the Internal Revenue Service IRS setting forth safe harbors under which interests Interests will not be treated as “"readily tradable on a secondary market (or the substantial equivalent thereof)” " within the meaning of Section section 7704 of the Code) (the “"Safe Harbors”"). The Board of Managers Managing Members shall take all steps reasonably necessary or appropriate to prevent any trading of interests Interests or any recognition by the Company of transfers Transfers made on such markets and, except as otherwise provided herein, to ensure that at least one of the Safe Harbors is met.