10. Any Management Fees paid to the General Partner shall be treated as guaranteed payments under Section 707(c) of the Code. (b) All arrangements made by the Partnership, the Managing Directors, the General Partner and any Affiliates of the Partnership, the Managing Directors or the General Partner with Portfolio Companies with respect to the payment of management fees, consulting fees, commitment fees, cancellation fees or other like fees (other than directors' fees), shall provide that such fees shall be earned by and paid to the General Partner, and the Partnership shall be entitled to a reduction in the Management Fee payable with respect to any Fiscal Year by an amount equal to one hundred percent (100%) of such fees paid in the immediately preceding Fiscal Year. Any excess of such fees received by the General Partner from Portfolio Companies over the Management Fee for any particular period shall be carried over to subsequent periods until the termination of the Partnership pursuant to Section 18 hereof. Any excess of such fees over the Management Fee payable in respect of the remainder of tie term of the Partnership (the Excess Offset Fees), less the amount of state and federal income taxes payable in respect of such Excess Offset Fees (calculated using the same pnnciples as are used to calculate tax distributions set forth in Section 8.2(a) (m)) shall be paid by the General Partner to the Limited Partners as of the date the Partnership is dissolved in the amount set forth in the next sentence. The amount payable to the Limited Partners is the amount they would have received under Section 18 as an additional liquidating distribution if the Excess Offset Fees had constituted income of the Partnership realized on the date the payment is to be made. Notwithstanding the foregoing, any Limited Partner that notifies the General Partner (an Opt Out Partner) of its election to be excluded from the operation of this Section 9.9(b) (the Opt Out Election) will not be entitled to a reduction in its portion of the Management Fee while the Opt Out Election is effective. Any such Opt Out Election can be revoked, and the revocation will be deemed effective for all calendar quarter periods beginning after the General Partner receives the revocation notice. Any fees that 91