Common use of Fund Representative Clause in Contracts

Fund Representative. The Managing Member is hereby designated as the “partnership representative” of the Fund for any tax period subject to the provisions of Subchapter C of Subtitle F, Chapter 63 of the Code, as amended by the Bipartisan Budget Act of 2015, P.L. 114-74 (together with any subsequent amendments thereto, Treasury Regulations promulgated thereunder, and published administrative interpretations thereof) and if a “designated individual” (within the meaning of Treasury Regulations Section 301.6223-1(b)(3) is required to be appointed, the Managing Member shall designate the individual to serve as the designated individual (such designated individual together with the partnership representative, the “Fund Representative”). The Fund Representative shall represent the Fund in any disputes, controversies or proceedings with the U.S. Internal Revenue Service or with any state or local or non-U.S. taxing authority and is hereby authorized to take any and all actions that it is permitted to take, including making the election under Section 6226 of the Code to have the Members take tax adjustments into account on their own tax returns. The Fund shall reimburse the Fund Representative for all costs and expenses incurred by it in performing its duties as the Fund Representative (including legal and accounting fees and expenses). Nothing herein shall be construed to restrict the Fund from engaging an accounting firm or a law firm to assist the Fund Representative in discharging its duties hereunder. The Members acknowledge the proposed revenue procedure set forth in Notice 2005-43, 2005-24 I.R.B. 1 (May 20, 2005), and expressly intend that the Fund shall be enabled to make a “Safe Harbor Election” and to issue “Safe Harbor Partnership Interests” within the meaning thereof. If such proposed revenue procedure (or a substantial equivalent) is promulgated in final, effective form, the Fund Representative shall (without the need for further action by the Members) have all necessary authority under this Agreement to give effect to the intention set forth in the‌‌ preceding sentence (including the authority to make any applicable tax election on behalf of the Fund and the Members).

Fund Representative. The Managing Member is hereby designated as the “partnership representative” of the Fund for any tax period subject to the provisions of Subchapter C of Subtitle F, Chapter 63 of the Code, as amended by the Bipartisan Budget Act of 2015, P.L. 114-74 (together with any subsequent amendments thereto, Treasury Regulations promulgated thereunder, and published administrative interpretations thereof) and if a “designated individual” (within the meaning of Treasury Regulations Section 301.6223-1(b)(3) is required to be appointed, the Managing Member shall designate the individual to serve as the designated individual (such designated individual together with the partnership representative, the “Fund Representative”)). The Fund Representative shall represent the Fund in any disputes, controversies or proceedings with the U.S. Internal Revenue Service or with any state or local or non-U.S. taxing authority and is hereby authorized to take any and all actions that it is permitted to take, including making the election under Section 6226 of the Code to have the Members take tax adjustments into account on their own tax returns. The Fund shall reimburse the Fund Representative for all costs and expenses incurred by it in performing its duties as the Fund Representative (including legal and accounting fees and expenses). Nothing herein shall be construed to restrict the Fund from engaging an accounting firm or a law firm to assist the Fund Representative in discharging its duties hereunder. The Members acknowledge the proposed revenue procedure set forth in Notice 2005-43, 2005-24 I.R.B. 1 (May 20, 200520.2005), and expressly intend that the Fund shall be enabled to make a “Safe Harbor Election” and to issue “Safe Harbor Partnership Interests” within the meaning thereof. If such proposed revenue procedure (or a substantial equivalent) is promulgated in final, effective form, the Fund Representative shall (without the need for further action by the Members) have all necessary authority under this Agreement to give effect to the intention set forth in the‌‌ the preceding sentence (including the authority to make any applicable tax election on behalf of the Fund and the Members).

Fund Representative. The Managing Member is hereby designated as the “partnership representative” of the Fund for any tax period subject to the provisions of Subchapter C of Subtitle F, Chapter 63 of the Code, as amended by the Bipartisan Budget Act of 2015, P.L. 114-74 (together with any subsequent amendments thereto, Treasury Regulations promulgated thereunder, and published administrative interpretations thereof) and if a “designated individual” (within the meaning of Treasury Regulations Section 301.6223-1(b)(3) is required to be appointed, the Managing Member shall designate the individual to serve as the designated individual (such designated individual together with the partnership representative, the “Fund Representative”). The Fund Representative shall represent the Fund in any disputes, controversies or proceedings with the U.S. Internal Revenue Service or with any state or local or or‌ non-U.S. taxing authority and is hereby authorized to take any and all actions that it is permitted to take, including making the election under Section 6226 of the Code to have the Members take tax adjustments into account on their own tax returns. The Fund shall reimburse the Fund Representative for all costs and expenses incurred by it in performing its duties as the Fund Representative (including legal and accounting fees and expenses). Nothing herein shall be construed to restrict the Fund from engaging an accounting firm or a law firm to assist the Fund Representative in discharging its duties hereunder. The Members acknowledge the proposed revenue procedure set forth in Notice 2005-43, 2005-24 I.R.B. 1 (May 20, 200520.2005), and expressly intend that the Fund shall be enabled to make a “Safe Harbor Election” and to issue “Safe Harbor Partnership Interests” within the meaning thereof. If such proposed revenue procedure (or a substantial equivalent) is promulgated in final, effective form, the Fund Representative shall (without the need for further action by the Members) have all necessary authority under this Agreement to give effect to the intention set forth in the‌‌ the preceding sentence (including the authority to make any applicable tax election on behalf of the Fund and the Members).