EPSTEIN
page 3 / 618 . OCR, unverified
otherwise payable to such Partner plus interest on such amount calculated at the Prime
Rate plus 2%). Any references to Code Sections set forth in this 14.6.2(b) refer to those
Sections as in effect 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). For the avoidance of doubt, (i) the costs of any action taken by or on behalf of the
General Partner, the Partnership or their respective Affiliates pursuant to this 14.6.2(b)
shall be borne by the Limited Partner benefitting from such action (together with the
other Limited Partners similarly benefitting from such actions, in proportion to their
respective Percentage Interests), (ii) the General Partner will be entitled to rely
conclusively on the advice of the Partnership's independent accountant or other tax
advisor in making any determination in respect of the partnership tax audit rules
prescribed by the BBA, and (iii) the General Partner shall not be required to indemnify
any Limited Partner or the Partnership with respect to any taxes incurred under such
partnership tax audit rules.
(c)
Each Partner shall provide to the Partnership upon request such information, forms or
representations which the General Partner may reasonably request with respect to the
Partnership's compliance with applicable tax laws, including, any information, forms or
representations requested by the General Partner to assist in obtaining any exemption,
reduction or refund of any withholding or other taxes imposed by any taxing authority or
other governmental agency upon the Partnership or amounts paid to the Partnership.
Each Partner agrees to promptly provide the General Partner such information regarding
the Partner and its beneficial owners and forms as the General Partner requests so that the
Partnership may avoid any adverse consequences under FATCA. Notwithstanding
anything to the contrary in this Agreement or the Partner's subscription agreement, if
any, the Partner hereby waives the application of any non-U.S. law, to the extent such
law would prevent the Partnership or the General Partner from reporting to the U.S.
Internal Revenue Service and/or the U.S. Treasury or any other governmental authority
any information required to be reported with respect to such Partner, its beneficial owners
or the Partnership.
Olendoncr Accent Secondary Opportunidim IV (U.S.)* L.P.
Amended and Ratified Limited Partnership Agreement
CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e)
DB-SDNY-0039609
CONFIDENTIAL
SONY GM_00185793
EFTA01354971
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METADATA_SOURCE: IMAGES0023
METADATA_FILENAME: EFTA01354972.pdf
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GLDLIS126 Pacific Life Insurance Co
Proprietary and Confidential
documentation may be provided, without the consent of such Limited Partner, to the requesting potential
limited partner or limited partner of the Underlying Fund or any parallel investment vehicles thereto,
governmental or quasigovemmental agency, regulatory or self-regulatory body or bank or other financial
institution.
14.7.4 Binding on Successors.
This Agreement shall be binding upon and shall inure to the benefit of the respective heirs, successors.
permitted assigns and legal representatives of the parties hereto.
14.7.5 Governing Law and Remedies for Breach.
This Agreement shall be governed by and construed in accordance with the internal laws of the State of
Delaware. In determining what action, if any, shall be taken against a Limited Partner in connection with
such Limited Partner's breach of this Agreement, the General Partner shall seek to obtain the best result
(as determined by the General Partner in its sole discretion) for the Partnership and the other Partners.
Each Limited Partner hereby specifically agrees that, in the event such Limited Partner violates the terms
of this Agreement, such Limited Partner shall not be entitled to claim that the Partnership or any of the
other Partners are precluded, on the basis of any fiduciary or other duty arising in respect of such Limited
Partner's status as such, from seeking any of the penalties or other remedies permitted under this
Agreement or applicable law.
14.7.6 Waiver of Partition.
Each Partner hereby irrevocably waives any and all rights that it may have to maintain an action for
partition of any of the Partnership's property.
14.7.7 Securities Law Matters.
Each Partner understands that in addition to the restrictions on transfer contained in this Agreement, it
must bear the economic risks of its investment for an indefinite period because the Partnership interests
have not been registered under the Securities Act or under any applicable securities laws of any state or
other jurisdiction and, therefore, may not be sold or otherwise transferred unless they are registered under
the Securities Act and any such other applicable securities laws or an exemption from such registration is