EPSTEIN
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the contrary in this 14.4, the General Partner, to the fullest extent permitted by law, shall be deemed to
have satisfied its obligations to transmit notices, financial statements and reports pursuant to this 14.4
(other than United States Federal tax statements, schedules and forms if and to the extent not permitted by
law to be made available in a manner described in this sentence) and amendments to this Agreement
pursuant to 13.1.4 if the General Partner posts such financial statements, reports and/or amendments on a
web site and gives notice to the Limited Partners pursuant to the preceding sentences in this 14.4, of the
availability of such financial statements, reports and/or amendments, the URL address of the web site and
a password for access to such web site, if necessary.
14.5
ACCOUNTING PROVISIONS.
14.5.1 Fiscal Year.
The fiscal year of the Partnership shall be the calendar year or, if the Partnership is required to use a
different year as its taxable year for federal income tax purposes, such other year.
14.5.2 Independent Accountants.
The Partnership's independent public accountants shall at all times be a nationally or regionally
recognized independent public accounting firm selected by the General Partner. The General Partner may
change the Partnership's accountants from time to time.
14.6
TAX PROVISIONS.
14.6.1 Classification as Partnership.
The General Partner (a) will not cause or permit the Partnership to elect ( I) to be excluded from the
provisions of Subchapter K of Chapter 1 of the Code or (2) to be treated as a corporation for federal
income tax purposes or (3) to be treated as an "electing large partnership" as defined in Section 775 of the
Code; (b) will cause the Partnership to make any election reasonably determined to be necessary or
appropriate in order to ensure the treatment of the Partnership as a partnership for U.S. federal income tax
purposes. (c) will cause the Partnership to file any required tax returns in a manner consistent with its
treatment as a partnership for U.S. federal income tax purposes; and (d) shall not take any action that
would be inconsistent with the treatment of the Partnership as a partnership for such purposes.
14.6.2 Tax Matters Partner; Partner Tax Information; FATCA.
(a)
For fiscal years of the Partnership ending prior to January I, 2018 (or if the effective date
of Section 1101 of the Bipartisan Budget Act of 2015 (the "BBA') is extended, such later
extended date), the "tax matters partner," as defined in Section 6231 of the Code, of the
Partnership (the "Tax Matters Partner") shall be the General Partner. All expenses
incurred by the Tax Matters Partner, or the Partnership Representative, in its capacity as
such (including professional fees for such accountants, attorneys and agents as the Tax
Matters Partner, or the Partnership Representative, in its sole discretion determines are
Olendoner Accem Secondary Opportunities IV (U.S.)* L.P.
Amended and Ratified limited Partnership Agreement
CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e)
DB-SDNY-0039608
CONFIDENTIAL
SONY GM_00185792
EFTA01354970
--- SOURCE: IMAGES__0023__EFTA01354971.txt ---
METADATA_SOURCE: IMAGES0023
METADATA_FILENAME: EFTA01354971.pdf
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GL0US126 Pacific Life Insurance Co
Proprietary and Confidential
necessary• to or useful in the performance of its duties in that capacity) shall be borne by
the Partnership.
(b)
For fiscal years of the Partnership beginning after December 31, 2017 (or if the effective
date of Section 1101 of the BBA is extended, such later extended date): (i) the General
Partner shall be designated the 'partnership representative" within the meaning of
Section 6223(a) of the Code (the "Partnership Representative") and the General Partner
shall be authorized to take any actions necessary• under Treasury• Regulations or other
guidance to cause the General Partner to be designated as such; (ii) the Partnership and
each Partner agree that they shall be bound by the actions taken by the Partnership
Representative, as described in Section 6223(b) of the Code; (iii) the Partners consent to
the election set forth in Section 6226(a) of the Code and agree to take any action, and
furnish the General Partner with any information necessary, to give effect to such election
if the General Partner decides to make such election; and (iv) any imputed underpayment
imposed on the Partnership pursuant to Code Section 6232 of the Code (and any related
interest, penalties or other additions to tax) that the General Partner reasonably
determines is attributable to one or more Partners shall be promptly paid by such Partners
to the Partnership (pro rata in proportion to their respective shares of such
underpayment) within 15 days following the General Partner's request for payment (and
any failure to pay such amount shall result in a subsequent reduction in distributions
otherwise payable to such Partner plus interest on such amount calculated at the Prime