Common use of Taxation as a Partnership Clause in Contracts

Taxation as a Partnership. The Members hereby agree that the Fund shall be treated as a partnership for Federal, state and local income tax purposes and to not take any position or action that would cause the Fund to be classified as an association taxable as a corporation for Federal, state and local income tax purposes. The Board of Managers therefore agrees that it: (a) will not cause or permit the Fund to elect, without the unanimous consent of the Members, to be treated as a corporation for Federal, state and local income tax purposes; and (b) will cause the Company to make any election reasonably determined to be necessary or appropriate in order to ensure the treatment of the Company as a partnership for Federal, state and local income tax purposes.