Common use of Audits and Reports Clause in Contracts

Audits and Reports. The books, accounts and records of the Fund as of the end of each Fiscal Year shall be audited by the Auditor. Until the final liquidation of the Fund, the General Partner shall cause the Fund to prepare and provide to each Limited Partner the following: within ninety (90) days after the end of each Fiscal Year (commencing after December 31 of the Fiscal Year of the Initial Closing Date), a financial report audited by the Auditor as of the end of such Fiscal Year, prepared in compliance with GAAP, which shall include, among other things, (i) the audited financial statements of the Fund, (ii) confirmation that the amounts of Management Fee and Carried Interest that have been distributed, the amount of Carried Interest retained in the Escrow Account pursuant to Section 14.7.2 and the amounts of any Fee Income applied to reduce the Management Fee in accordance with Section 8.4 (Management Fee Offset) are correct, and (iii) each Limited Partner’s closing Capital Account balance as of the end of such Fiscal Year; and within forty-five (45) days after the end of each calendar quarter (commencing with the first full calendar quarter after the date of the first Drawdown), an unaudited report as of the end of such quarter made up in compliance with GAAP. Each financial report provided to the Limited Partners pursuant to Section 15.2.1 shall be consistent with the requirements of the ILPA Reporting Template and consist of at least: the assets and liabilities of the Fund as of the end of such Fiscal Year or calendar quarter, as appropriate; the unaudited financial statements of the Fund for the relevant quarter; the Value of each Portfolio Investment; the net profit or net loss of the Fund for such Fiscal Year or calendar quarter, as appropriate; a detailed description of all Fund Expenses paid by or on behalf of the Fund (i) during the relevant Fiscal Year, and (ii) since the Initial Closing Date; the amount of any Reserves; each Limited Partner’s closing Capital Account balance as of the end of the relevant quarter; and the amount of debt for which the Fund generally, and any Portfolio Investment particularly, is directly or indirectly encumbered, as well as whether or not any such debt is recourse to the Fund or to a Portfolio Company or is cross collateralized among other investments or vehicles managed by any Interested Person. The General Partner shall provide to each Limited Partner, together with the financial reports described in Section 15.2.1: descriptive investment information with respect to each Portfolio Company; the results of operations of each Portfolio Company; any reporting on environmental, social and governance risks and opportunities in the Fund as deemed appropriate by the General Partner or as requested by such Limited Partner; a report on the status and performance of the Fund and each of the Portfolio Investments containing a confirmation of (i) the aggregate amount of the unreturned Capital Contribution, and (ii) the Remaining Commitment, of such Limited Partner; and a report of the total debt and credit in use by the Fund, including with respect to any Credit Facility: the balance and percentage of total outstanding uncalled capital; the number of days outstanding of each Drawdown; the current use of the proceeds from such Credit Facility; the net internal rate of return with and without the use of the Credit Facility; terms of the Credit Facility (including but not limited to any upfront fees as well as drawn and undrawn fees); costs to the Fund (including but not limited to interest and fees); and any such further information as the General Partner shall deem appropriate. Within 120 days of the end of each fiscal year, the chief financial officer or comparable officer of the General Partner or the Fund Manager shall provide to each Limited Partner a letter executed by such officer certifying that to such person’s knowledge (a) the annual audited financial statements provided to the Limited Partner fairly present in all material respects the financial condition of the Fund as of such date, (b) the General Partner has no knowledge of the existence of any material breach of this Agreement or any other agreement to which the Fund is a party or of any breach of fiduciary duties, and (c) all distributions by the Fund to the Limited Partners have been made in accordance with this Agreement. The General Partner shall use reasonable efforts to provide to each Limited Partner such other information as is reasonably requested by such Limited Partner for any purpose reasonably related to such Limited Partner’s interest as a Limited Partner, including access to the Fund’s administrators and the Auditor and any information they possess with respect to the Fund. In addition, the General Partner shall, at the request of a Limited Partner, use its best efforts to provide such Limited Partner with any other information related to the General Partner or the Fund or its Portfolio Investments that such Limited Partner is required to provide by that Limited Partner’s governing authorities. Tax Information. The General Partner shall, within ninety (90) days after the end of each Fiscal Year (commencing after December 31 of the Fiscal Year of the Initial Closing Date), prepare and send, or cause to be prepared and sent, to each Limited Partner copies of such information, including copies of Internal Revenue Service Form 1065, Schedule K-1 (or such successor form) or any successor schedule or form, and such other information that such Limited Partner may reasonably request, for the United States federal, state, local and non-United States tax reporting purposes of such Limited Partner arising from the Fund’s activities. Each Limited Partner shall provide to the General Partner such information that is in such Limited Partner’s possession or is reasonably available to it as the General Partner may reasonably request to comply with any applicable tax and anti-money laundering laws and regulations. For each taxable year that the Partnership Tax Audit Rules are applicable to the Fund, the following provisions shall apply: [The General Partner is hereby designated as the “partnership representative” within the meaning of Section 6223(a) of the Code (the “Partnership Representative”), and shall appoint an individual chosen by the General Partner in its sole and absolute discretion to serve as the “designated individual” under the Partnership Tax Audit Rules (the “Designated Individual”). The Fund and each Limited Partner agree that they shall be bound by the actions taken by the Partnership Representative and the Designated Individual, as described in Section 6223(b) of the Code. The Limited Partners consent to the election set forth in Section 6226(a) of the Code and agree to take any action and furnish the Partnership Representative and the Designated Individual with any information reasonably necessary to give effect to such election if the Partnership Representative or the Designated Individual decides to make such election. In the event that an election set forth in Section 6226(a) of the Code is not made, then the Partnership Representative and the Designated Individual shall exercise reasonable best efforts to (i) cause any liability at the Fund level for taxes (and any interest, penalties or additions to tax) to be reduced pursuant to Section 6225(c)(3) of the Code (and any comparable provision of applicable state or local tax law) based on the status of the Limited Partners and (ii) allocate to the applicable Limited Partners the economic benefit of any such reduction. Any imputed underpayment imposed on the Fund pursuant to Section 6232 of the Code (and any related interest, penalties or other additions to tax) that the Partnership Representative or the Designated Individual reasonably determines is attributable to one or more Limited Partners shall promptly be paid by such Limited Partners to the Fund (pro rata in proportion to their respective shares of such underpayment) within [fifteen (15)] days following the Partnership Representative’s or the Designated Individual’s request for payment (and any failure to pay such amount shall result in a subsequent reduction in distributions otherwise payable to such Limited Partner plus interest on such amount calculated at the Prime Rate); and]20 Each Limited Partner shall provide to the Fund such information, forms or representations which the Partnership Representative and the Designated Individual may reasonably request with respect to the Fund’s compliance with applicable tax laws, including, any information, forms or representations requested by the Partnership Representative and the Designated Individual 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 Fund or amounts paid to the Fund. Each Limited Partner shall provide to the General Partner such information, forms or representations that the General Partner may reasonably request with respect to the Fund’s compliance with applicable tax laws. Without limiting the foregoing, each Limited Partner agrees to provide to the General Partner such information regarding the Limited Partner and its beneficial owners, and any forms with respect thereto, as the General Partner may request from time to time in order for the Fund to comply with its obligations under Sections 1471 through 1474 of the Code, all rules, regulations and other guidance issued thereunder, and all administrative and judicial interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code, and all applicable intergovernmental agreements entered into between the United States and another country (or local country legislation enacted pursuant to such intergovernmental agreement) (collectively, “FATCA”). Notwithstanding anything to the contrary provided herein, each Limited Partner hereby waives the application of any non-U.S. law to the extent that such law would prevent the Fund or the General Partner from reporting to the U.S. Internal Revenue Service, the U.S. Treasury or any other governmental authority any information required to be reported under FATCA with respect to such Limited Partner and its beneficial owners. Notwithstanding anything to the contrary provided herein, each Limited Partner further agrees that, if such Limited Partner fails to comply with any of the requirements of this Section 15.3 (Tax Information) in a timely manner or if the General Partner determines that such Limited Partner’s participation in the Fund would otherwise have a material adverse effect on the Fund or the Limited Partners as a result of FATCA, then (i) the General Partner, in its sole discretion, may (A) cause such Limited Partner to Transfer its Interest to a third party (including an existing Limited Partner) or otherwise withdraw from the Fund in exchange for consideration which the General Partner, in its sole discretion, after taking into account all relevant facts and circumstances surrounding such transfer or withdrawal (including the desire to effect such transfer or withdrawal as expeditiously as possible in order to minimize any adverse effect on the Fund and the other Limited Partners as a result of FATCA), deems to be appropriate or (B) take any other action the General Partner deems in good faith to be reasonable to minimize any adverse effect on the Fund and the other Limited Partners as a result of FATCA; and (ii) unless otherwise agreed by the General Partner in writing, such Limited Partner shall, to the maximum extent permitted by applicable law, indemnify the Fund for all losses, costs, expenses, damages, claims, and demands (including, but not limited to, any withholding tax, penalties, or interest suffered by the Fund) arising as a result of such Limited Partner’s failure to comply with the above requirements in a timely manner. Any cost or expense incurred by the Partnership Representative or the Designated Individual in connection with such Person’s duties in such capacity shall be paid by the Fund, and the Fund shall reimburse the Partnership Representative and the Designated Individual for their respective reasonable out-of-pocket costs and expenses incurred in such capacities, including travel expenses and the costs and expenses incurred to engage accountants, legal counsel, or experts to assist the Partnership Representative or the Designated Individual in discharging their duties hereunder. Except as otherwise expressly provided herein, the Partnership Representative and the Designated Individual shall have full and absolute discretion over all tax matters with respect to the Fund, including, but not limited to, the filing of tax returns, tax proceedings, and tax elections. Notwithstanding anything to the contrary provided herein, the provisions of Section 14.6 (Withholding) and this Section 15.3 (Tax Information) will survive the liquidation or dissolution of the Fund, and each Limited Partner agrees to continue to be bound to the terms of Section 14.6 (Withholding) and this Section 15.3 (Tax Information) following such Limited Partner’s withdrawal from the Fund.

Audits and Reports. The books, accounts and records of the Fund as of the end of each Fiscal Year shall be audited by the Auditor. Until the final liquidation of the Fund, the General Partner shall cause the Fund to prepare and provide to each Limited Partner the following: within ninety ([90) ] days after the end of each Fiscal Year (commencing after December 31 of the Fiscal Year of the Initial Closing Date), a financial report audited by the Auditor as of the end of such the Fiscal Year, prepared in compliance with GAAP, GAAP,145 which shall include, among other things, (i) the audited financial statements of the Fund, (ii) confirmation that of the accuracy of (1) the amounts of Management Fee Xxx and Carried Interest that have been distributed, [(2) the amount of Carried Interest retained in the Escrow Account pursuant to Section 14.7.2 14.7(b) (Clawback.)], and (3) the amounts of any Fee Income applied to reduce the Management Fee in accordance with Section 8.4 8.5 (Management Fee Offset) are correct.), and (iii) each Limited Partner’s 's closing Capital Account balance as of the end of such the Fiscal Year; and within forty-five ([45) ] days after the end of each calendar quarter (commencing with the first full calendar quarter after the date of the first Drawdown), an unaudited report as of the end of such the quarter made up prepared in compliance with GAAP. Each financial report provided to the Limited Partners pursuant to Section 15.2.1 shall be consistent with the requirements of the ILPA Reporting Template and consist of at least: the assets and liabilities of the Fund as of the end of such Fiscal Year or calendar quarter, as appropriate; the unaudited financial statements of the Fund for the relevant quarter; the Value of each Portfolio Investment; the net profit or net loss of the Fund for such Fiscal Year or calendar quarter, as appropriate; a detailed description of all Fund Expenses paid by or on behalf of the Fund (i) during the relevant Fiscal Year, and (ii) since the Initial Closing Date; the amount of any Reserves; each Limited Partner’s closing Capital Account balance as of the end of the relevant quarter; and the amount of debt for which the Fund generally, and any Portfolio Investment particularly, is directly or indirectly encumbered, as well as whether or not any such debt is recourse to the Fund or to a Portfolio Company or is cross collateralized among other investments or vehicles managed by any Interested Person. GAAP.146 The General Partner shall provide to each Limited Partner, together with the financial reports described in Section 15.2.1: 15.2(a) (Audits and Reports.): descriptive investment information with respect to each Portfolio Company; the results of operations of each Portfolio Company; [any reporting on environmental, social and governance risks and opportunities in the Fund as deemed appropriate by the General Partner or as requested by such Limited Partner; Partner];147 a report on the status and performance of the Fund and each of the Portfolio Investments containing a confirmation of (i) the aggregate amount of the unreturned Capital Contribution, and (ii) the Remaining Commitment, of such the Limited Partner; and a report of the total debt and credit in use by the Fund, including with respect to any Credit Facility: the balance and percentage of total outstanding uncalled capital; the number of days outstanding of each Drawdown; the current use of the proceeds from such Credit Facility; the net internal rate of return with and without the use of the Credit Facility; terms of the Credit Facility (including but not limited to any upfront fees as well as drawn and undrawn fees); costs to the Fund (including but not limited to interest and fees); and any such further information as the General Partner shall deem deems appropriate. Within 120 days of the end of each fiscal year, the chief financial officer or comparable officer of the General Partner or the Fund Manager shall provide to each Limited Partner a letter executed by such officer certifying that to such person’s knowledge (a) the annual audited financial statements provided to the Limited Partner fairly present in all material respects the financial condition of the Fund as of such date, (b) the General Partner has no knowledge of the existence of any material breach of this Agreement or any other agreement to which the Fund is a party or of any breach of fiduciary duties, and (c) all distributions by the Fund to the Limited Partners have been made in accordance with this Agreement. The General Partner shall use reasonable efforts to provide to each Limited Partner such other information as is reasonably requested by such Limited Partner for any purpose reasonably related to such Limited Partner’s interest as a Limited Partner, including access to the Fund’s administrators and the Auditor and any information they possess with respect to the Fund. In addition, the General Partner shall, at the request of a Limited Partner, use its best efforts to provide such Limited Partner with any other information related to the General Partner or the Fund or its Portfolio Investments that such Limited Partner is required to provide by that Limited Partner’s governing authorities. Tax Information. The General Partner shall, within ninety (90) days after the end of each Fiscal Year (commencing after December 31 of the Fiscal Year of the Initial Closing Date), prepare and send, or cause to be prepared and sent, to each Limited Partner copies of such information, including copies of Internal Revenue Service Form 1065, Schedule K-1 (or such successor form) or any successor schedule or form, and such other information that such Limited Partner may reasonably request, for the United States federal, state, local and non-United States tax reporting purposes of such Limited Partner arising from the Fund’s activities. Each Limited Partner shall provide to the General Partner such information that is in such Limited Partner’s possession or is reasonably available to it as the General Partner may reasonably request to comply with any applicable tax and anti-money laundering laws and regulations. For each taxable year that the Partnership Tax Audit Rules are applicable to the Fund, the following provisions shall apply: [The General Partner is hereby designated as the “partnership representative” within the meaning of Section 6223(a) of the Code (the “Partnership Representative”), and shall appoint an individual chosen by the General Partner in its sole and absolute discretion to serve as the “designated individual” under the Partnership Tax Audit Rules (the “Designated Individual”). The Fund and each Limited Partner agree that they shall be bound by the actions taken by the Partnership Representative and the Designated Individual, as described in Section 6223(b) of the Code. The Limited Partners consent to the election set forth in Section 6226(a) of the Code and agree to take any action and furnish the Partnership Representative and the Designated Individual with any information reasonably necessary to give effect to such election if the Partnership Representative or the Designated Individual decides to make such election. In the event that an election set forth in Section 6226(a) of the Code is not made, then the Partnership Representative and the Designated Individual shall exercise reasonable best efforts to (i) cause any liability at the Fund level for taxes (and any interest, penalties or additions to tax) to be reduced pursuant to Section 6225(c)(3) of the Code (and any comparable provision of applicable state or local tax law) based on the status of the Limited Partners and (ii) allocate to the applicable Limited Partners the economic benefit of any such reduction. Any imputed underpayment imposed on the Fund pursuant to Section 6232 of the Code (and any related interest, penalties or other additions to tax) that the Partnership Representative or the Designated Individual reasonably determines is attributable to one or more Limited Partners shall promptly be paid by such Limited Partners to the Fund (pro rata in proportion to their respective shares of such underpayment) within [fifteen (15)] days following the Partnership Representative’s or the Designated Individual’s request for payment (and any failure to pay such amount shall result in a subsequent reduction in distributions otherwise payable to such Limited Partner plus interest on such amount calculated at the Prime Rate); and]20 Each Limited Partner shall provide to the Fund such information, forms or representations which the Partnership Representative and the Designated Individual may reasonably request with respect to the Fund’s compliance with applicable tax laws, including, any information, forms or representations requested by the Partnership Representative and the Designated Individual 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 Fund or amounts paid to the Fund. Each Limited Partner shall provide to the General Partner such information, forms or representations that the General Partner may reasonably request with respect to the Fund’s compliance with applicable tax laws. Without limiting the foregoing, each Limited Partner agrees to provide to the General Partner such information regarding the Limited Partner and its beneficial owners, and any forms with respect thereto, as the General Partner may request from time to time in order for the Fund to comply with its obligations under Sections 1471 through 1474 of the Code, all rules, regulations and other guidance issued thereunder, and all administrative and judicial interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code, and all applicable intergovernmental agreements entered into between the United States and another country (or local country legislation enacted pursuant to such intergovernmental agreement) (collectively, “FATCA”). Notwithstanding anything to the contrary provided herein, each Limited Partner hereby waives the application of any non-U.S. law to the extent that such law would prevent the Fund or the General Partner from reporting to the U.S. Internal Revenue Service, the U.S. Treasury or any other governmental authority any information required to be reported under FATCA with respect to such Limited Partner and its beneficial owners. Notwithstanding anything to the contrary provided herein, each Limited Partner further agrees that, if such Limited Partner fails to comply with any of the requirements of this Section 15.3 (Tax Information) in a timely manner or if the General Partner determines that such Limited Partner’s participation in the Fund would otherwise have a material adverse effect on the Fund or the Limited Partners as a result of FATCA, then (i) the General Partner, in its sole discretion, may (A) cause such Limited Partner to Transfer its Interest to a third party (including an existing Limited Partner) or otherwise withdraw from the Fund in exchange for consideration which the General Partner, in its sole discretion, after taking into account all relevant facts and circumstances surrounding such transfer or withdrawal (including the desire to effect such transfer or withdrawal as expeditiously as possible in order to minimize any adverse effect on the Fund and the other Limited Partners as a result of FATCA), deems to be appropriate or (B) take any other action the General Partner deems in good faith to be reasonable to minimize any adverse effect on the Fund and the other Limited Partners as a result of FATCA; and (ii) unless otherwise agreed by the General Partner in writing, such Limited Partner shall, to the maximum extent permitted by applicable law, indemnify the Fund for all losses, costs, expenses, damages, claims, and demands (including, but not limited to, any withholding tax, penalties, or interest suffered by the Fund) arising as a result of such Limited Partner’s failure to comply with the above requirements in a timely manner. Any cost or expense incurred by the Partnership Representative or the Designated Individual in connection with such Person’s duties in such capacity shall be paid by the Fund, and the Fund shall reimburse the Partnership Representative and the Designated Individual for their respective reasonable out-of-pocket costs and expenses incurred in such capacities, including travel expenses and the costs and expenses incurred to engage accountants, legal counsel, or experts to assist the Partnership Representative or the Designated Individual in discharging their duties hereunder. Except as otherwise expressly provided herein, the Partnership Representative and the Designated Individual shall have full and absolute discretion over all tax matters with respect to the Fund, including, but not limited to, the filing of tax returns, tax proceedings, and tax elections. Notwithstanding anything to the contrary provided herein, the provisions of Section 14.6 (Withholding) and this Section 15.3 (Tax Information) will survive the liquidation or dissolution of the Fund, and each Limited Partner agrees to continue to be bound to the terms of Section 14.6 (Withholding) and this Section 15.3 (Tax Information) following such Limited Partner’s withdrawal from the Fund.

Audits and Reports. The books, accounts and records of the Fund as of the end of each Fiscal Year shall be audited by the Auditor. Until the final liquidation of the Fund, the General Partner shall cause the Fund to prepare and provide to each Limited Partner the following: within ninety (90) days after the end of each Fiscal Year (commencing after December 31 of the Fiscal Year of the Initial Closing Date), a financial report audited by the Auditor as of the end of such Fiscal Year, prepared in compliance with GAAP, which shall include, among other things, (i) the audited financial statements of the Fund, (ii) confirmation that the amounts of Management Fee and Carried Interest that have been distributed, the amount of Carried Interest retained in the Escrow Account pursuant to Section 14.7.2 and the amounts of any Fee Income applied to reduce the Management Fee in accordance with Section 8.4 (Management Fee Offset) are correct, and (iii) each Limited Partner’s closing Capital Account balance as of the end of such Fiscal Year; and within forty-five (45) days after the end of each calendar quarter (commencing with the first full calendar quarter after the date of the first Drawdown), an unaudited report as of the end of such quarter made up in compliance with GAAP. Each financial report provided to the Limited Partners pursuant to Section 15.2.1 shall be consistent with the requirements of the ILPA Reporting Template and consist of at least: the assets and liabilities of the Fund as of the end of such Fiscal Year or calendar quarter, as appropriate; the unaudited financial statements of the Fund for the relevant quarter; the Value valuations of each Portfolio Investment; the net profit or net loss of the Fund for such Fiscal Year or calendar quarter, as appropriate; a detailed description of all Fund Expenses paid by or on behalf of the Fund (i) during the relevant Fiscal Year, and (ii) since the Initial Closing Date; the amount of any Reserves; each Limited Partner’s closing Capital Account balance as of the end of the relevant quarter; and the amount of debt for which the Fund generally, and any Portfolio Investment particularly, is directly or indirectly encumbered, as well as whether or not any such debt is recourse to the Fund or to a Portfolio Company or is cross collateralized among other investments or vehicles managed by any Interested Person. The General Partner shall provide to each Limited Partner, together with the financial reports described in Section 15.2.1: descriptive investment information with respect to each Portfolio Company; the results of operations of each Portfolio Company; any reporting on environmental, social and governance risks and opportunities in the Fund as deemed appropriate by the General Partner or as requested by such Limited Partner; a report on the status and performance of the Fund and each of the Portfolio Investments containing a confirmation of (i) the aggregate amount of the unreturned Capital Contribution, and (ii) the Remaining Commitment, of such Limited Partner; and a report of the total debt and credit in use by the Fund, including with respect to any Credit Facility: the balance and percentage of total outstanding uncalled capital; the number of days outstanding of each Drawdown; the current use of the proceeds from such Credit Facility; the net internal rate of return with and without the use of the Credit Facility; terms of the Credit Facility (including but not limited to any upfront fees as well as drawn and undrawn fees); costs to the Fund (including but not limited to interest and fees); and any such further information as the General Partner shall deem appropriate. Within 120 days of the end of each fiscal year, the chief financial officer or comparable officer of the General Partner or the Fund Manager shall provide to each Limited Partner a letter executed by such officer certifying that to such person’s knowledge (a) the annual audited financial statements provided to the Limited Partner fairly present in all material respects the financial condition of the Fund as of such date, (b) the General Partner has no knowledge of the existence of any material breach of this Agreement or any other agreement to which the Fund Partnership is a party or of any breach of fiduciary duties, and (c) all distributions by the Fund to the Limited Partners have been made in accordance with this Agreement. The General Partner shall use reasonable efforts to provide to each Limited Partner such other information as is reasonably requested by such Limited Partner for any purpose reasonably related to such Limited Partner’s interest as a Limited Partner, including access to the Fund’s administrators and the Auditor and any information they possess with respect to the Fund. In addition, the General Partner shall, at the request of a Limited Partner, use its best efforts to provide such Limited Partner with any other information related to the General Partner or the Fund or its Portfolio Investments that such Limited Partner is required to provide by that Limited Partner’s governing authorities. Tax Information. The General Partner shall, within ninety (90) days after the end of each Fiscal Year (commencing after December 31 of the Fiscal Year of the Initial Closing Date), prepare and send, or cause to be prepared and sent, to each Limited Partner copies of such information, including copies of Internal Revenue Service Form 1065, Schedule K-1 (or such successor form) or any successor schedule or form, and such other information that such Limited Partner may reasonably request, for the United States federal, state, local and non-United States tax reporting purposes of such Limited Partner arising from the Fund’s activities. Each Limited Partner shall provide to the General Partner such information that is in such Limited Partner’s possession or is reasonably available to it as the General Partner may reasonably request to comply with any applicable tax and anti-money laundering laws and regulations. For each taxable year that the Partnership Tax Audit Rules are applicable to the Fund, the following provisions shall apply: [The General Partner is hereby designated as the “partnership representative” within the meaning of Section 6223(a) of the Code (the “Partnership Representative”), and shall appoint an individual chosen by the General Partner in its sole and absolute discretion to serve as the “designated individual” under the Partnership Tax Audit Rules (the “Designated Individual”). The Fund and each Limited Partner agree that they shall be bound by the actions taken by the Partnership Representative and the Designated Individual, as described in Section 6223(b) of the Code. The Limited Partners consent to the election set forth in Section 6226(a) of the Code and agree to take any action and furnish the Partnership Representative and the Designated Individual with any information reasonably necessary to give effect to such election if the Partnership Representative or the Designated Individual decides to make such election. In the event that an election set forth in Section 6226(a) of the Code is not made, then the Partnership Representative and the Designated Individual shall exercise reasonable best efforts to (i) cause any liability at the Fund level for taxes (and any interest, penalties or additions to tax) to be reduced pursuant to Section 6225(c)(3) of the Code (and any comparable provision of applicable state or local tax law) based on the status of the Limited Partners and (ii) allocate to the applicable Limited Partners the economic benefit of any such reduction. Any imputed underpayment imposed on the Fund pursuant to Section 6232 of the Code (and any related interest, penalties or other additions to tax) that the Partnership Representative or the Designated Individual reasonably determines is attributable to one or more Limited Partners shall promptly be paid by such Limited Partners to the Fund (pro rata in proportion to their respective shares of such underpayment) within [fifteen (15)] days following the Partnership Representative’s or the Designated Individual’s request for payment (and any failure to pay such amount shall result in a subsequent reduction in distributions otherwise payable to such Limited Partner plus interest on such amount calculated at the Prime Rate); and]20 and]18 Each Limited Partner shall provide to the Fund such information, forms or representations which the Partnership Representative and the Designated Individual may reasonably request with respect to the Fund’s compliance with applicable tax laws, including, any information, forms or representations requested by the Partnership Representative and the Designated Individual 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 Fund or amounts paid to the Fund. Each Limited Partner shall provide to the General Partner such information, forms or representations that the General Partner may reasonably request with respect to the Fund’s compliance with applicable tax laws. Without limiting the foregoing, each Limited Partner agrees to provide to the General Partner such information regarding the Limited Partner and its beneficial owners, and any forms with respect thereto, as the General Partner may request from time to time in order for the Fund to comply with its obligations under Sections 1471 through 1474 of the Code, all rules, regulations and other guidance issued thereunder, and all administrative and judicial interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code, and all applicable intergovernmental agreements entered into between the United States and another country (or local country legislation enacted pursuant to such intergovernmental agreement) (collectively, “FATCA”). Notwithstanding anything to the contrary provided herein, each Limited Partner hereby waives the application of any non-U.S. law to the extent that such law would prevent the Fund or the General Partner from reporting to the U.S. Internal Revenue Service, the U.S. Treasury or any other governmental authority any information required to be reported under FATCA with respect to such Limited Partner and its beneficial owners. Notwithstanding anything to the contrary provided herein, each Limited Partner further agrees that, if such Limited Partner fails to comply with any of the requirements of this Section 15.3 (Tax Information) in a timely manner or if the General Partner determines that such Limited Partner’s participation in the Fund would otherwise have a material adverse effect on the Fund or the Limited Partners as a result of FATCA, then (i) the General Partner, in its sole discretion, may (A) cause such Limited Partner to Transfer its Interest to a third party (including an existing Limited Partner) or otherwise withdraw from the Fund in exchange for consideration which the General Partner, in its sole discretion, after taking into account all relevant facts and circumstances surrounding such transfer or withdrawal (including the desire to effect such transfer or withdrawal as expeditiously as possible in order to minimize any adverse effect on the Fund and the other Limited Partners as a result of FATCA), deems to be appropriate or (B) take any other action the General Partner deems in good faith to be reasonable to minimize any adverse effect on the Fund and the other Limited Partners as a result of FATCA; and (ii) unless otherwise agreed by the General Partner in writing, such Limited Partner shall, to the maximum extent permitted by applicable law, indemnify the Fund for all losses, costs, expenses, damages, claims, and demands (including, but not limited to, any withholding tax, penalties, or interest suffered by the Fund) arising as a result of such Limited Partner’s failure to comply with the above requirements in a timely manner. Any cost or expense incurred by the Partnership Representative or the Designated Individual in connection with such Person’s duties in such capacity shall be paid by the Fund, and the Fund shall reimburse the Partnership Representative and the Designated Individual for their respective reasonable out-of-pocket costs and expenses incurred in such capacities, including travel expenses and the costs and expenses incurred to engage accountants, legal counsel, or experts to assist the Partnership Representative or the Designated Individual in discharging their duties hereunder. Except as otherwise expressly provided herein, the Partnership Representative and the Designated Individual shall have full and absolute discretion over all tax matters with respect to the Fund, including, but not limited to, the filing of tax returns, tax proceedings, and tax elections. Notwithstanding anything to the contrary provided herein, the provisions of Section 14.6 (Withholding) and this Section 15.3 (Tax Information) will survive the liquidation or dissolution of the Fund, and each Limited Partner agrees to continue to be bound to the terms of Section 14.6 (Withholding) and this Section 15.3 (Tax Information) following such Limited Partner’s withdrawal from the Fund.

Audits and Reports. The books, accounts and records of the Fund as of the end of each Fiscal Year shall be audited by the Auditor. Until the final liquidation of the Fund, the General Partner shall cause the Fund to prepare and provide to each Limited Partner the following: within ninety (90) days after the end of each Fiscal Year (commencing after December 31 of the Fiscal Year of the Initial Closing Date), a financial report audited by the Auditor as of the end of such Fiscal Year, prepared in compliance with GAAP, which shall include, among other things, (i) the audited financial statements of the Fund, (ii) confirmation that the amounts of Management Fee and Carried Interest that have been distributed, the amount of Carried Interest retained in the Escrow Account pursuant to Section 14.7.2 14.7.3 and the amounts of any Fee Income applied to reduce the Management Fee in accordance with Section 8.4 (Management Fee Offset) are correct, and (iii) each Limited Partner’s closing Capital Account balance as of the end of such Fiscal Year; and within forty-five (45) days after the end of each calendar quarter (commencing with the first full calendar quarter after the date of the first Drawdown), an unaudited report as of the end of such quarter made up in compliance with GAAP. Each financial report provided to the Limited Partners pursuant to Section 15.2.1 shall be consistent with the requirements of the ILPA Reporting Template and consist of at least: the assets and liabilities of the Fund as of the end of such Fiscal Year or calendar quarter, as appropriate; the unaudited financial statements of the Fund for the relevant quarter; the Value of each Portfolio Investment; the net profit or net loss of the Fund for such Fiscal Year or calendar quarter, as appropriate; a detailed description of all Fund Expenses paid by or on behalf of the Fund (i) during the relevant Fiscal Year, and (ii) since the Initial Closing Date; the amount of any Reserves; each Limited Partner’s closing Capital Account balance as of the end of the relevant quarter; and the amount of debt for which the Fund generally, and any Portfolio Investment particularly, is directly or indirectly encumbered, as well as whether or not any such debt is recourse to the Fund or to a Portfolio Company or is cross collateralized among other investments or vehicles managed by any Interested Person. The General Partner shall provide to each Limited Partner, together with the financial reports described in Section 15.2.1: descriptive investment information with respect to each Portfolio Company; the results of operations of each Portfolio Company; any reporting on environmental, social and governance risks and opportunities in the Fund as deemed appropriate by the General Partner or as requested by such Limited Partner; a report on the status and performance of the Fund and each of the Portfolio Investments containing a confirmation of (i) the aggregate amount of the unreturned Capital Contribution, and (ii) the Remaining Commitment, of such Limited Partner; and a report of the total debt and credit in use by the Fund, including with respect to any Credit Facility: the balance and percentage of total outstanding uncalled capital; the number of days outstanding of each Drawdown; the current use of the proceeds from such Credit Facility; the net internal rate of return with and without the use of the Credit Facility; terms of the Credit Facility (including but not limited to any upfront fees as well as drawn and undrawn fees); costs to the Fund (including but not limited to interest and fees); and any such further information as the General Partner shall deem appropriate. Within 120 days of the end of each fiscal year, the chief financial officer or comparable officer of the General Partner or the Fund Manager shall provide to each Limited Partner a letter executed by such officer certifying that to such person’s knowledge (a) the annual audited financial statements provided to the Limited Partner fairly present in all material respects the financial condition of the Fund as of such date, (b) the General Partner has no knowledge of the existence of any material breach of this Agreement or any other agreement to which the Fund is a party or of any breach of fiduciary duties, and (c) all distributions by the Fund to the Limited Partners have been made in accordance with this Agreement. The General Partner shall use reasonable efforts to provide to each Limited Partner such other information as is reasonably requested by such Limited Partner for any purpose reasonably related to such Limited Partner’s interest as a Limited Partner, including access to the Fund’s administrators and the Auditor and any information they possess with respect to the Fund. In addition, the General Partner shall, at the request of a Limited Partner, use its best efforts to provide such Limited Partner with any other information related to the General Partner or the Fund or its Portfolio Investments that such Limited Partner is required to provide by that Limited Partner’s governing authorities. Tax Information. The General Partner shall, within ninety (90) days after the end of each Fiscal Year (commencing after December 31 of the Fiscal Year of the Initial Closing Date), prepare and send, or cause to be prepared and sent, to each Limited Partner copies of such information, including copies of Internal Revenue Service Form 1065, Schedule K-1 (or such successor form) or any successor schedule or form, and such other information that such Limited Partner may reasonably request, for the United States federal, state, local and non-United States tax reporting purposes of such Limited Partner arising from the Fund’s activities. Each Limited Partner shall provide to the General Partner such information that is in such Limited Partner’s possession or is reasonably available to it as the General Partner may reasonably request to comply with any applicable tax and anti-money laundering laws and regulations. For each taxable year that the Partnership Tax Audit Rules are applicable to the Fund, the following provisions shall apply: [The General Partner is hereby designated as the “partnership representative” within the meaning of Section 6223(a) of the Code (the “Partnership Representative”), and shall appoint an individual chosen by the General Partner in its sole and absolute discretion to serve as the “designated individual” under the Partnership Tax Audit Rules (the “Designated Individual”). The Fund and each Limited Partner agree that they shall be bound by the actions taken by the Partnership Representative and the Designated Individual, as described in Section 6223(b) of the Code. The Limited Partners consent to the election set forth in Section 6226(a) of the Code and agree to take any action and furnish the Partnership Representative and the Designated Individual with any information reasonably necessary to give effect to such election if the Partnership Representative or the Designated Individual decides to make such election. In the event that an election set forth in Section 6226(a) of the Code is not made, then the Partnership Representative and the Designated Individual shall exercise reasonable best efforts to (i) cause any liability at the Fund level for taxes (and any interest, penalties or additions to tax) to be reduced pursuant to Section 6225(c)(3) of the Code (and any comparable provision of applicable state or local tax law) based on the status of the Limited Partners and (ii) allocate to the applicable Limited Partners the economic benefit of any such reduction. Any imputed underpayment imposed on the Fund pursuant to Section 6232 of the Code (and any related interest, penalties or other additions to tax) that the Partnership Representative or the Designated Individual reasonably determines is attributable to one or more Limited Partners shall promptly be paid by such Limited Partners to the Fund (pro rata in proportion to their respective shares of such underpayment) within [fifteen (15)] days following the Partnership Representative’s or the Designated Individual’s request for payment (and any failure to pay such amount shall result in a subsequent reduction in distributions otherwise payable to such Limited Partner plus interest on such amount calculated at the Prime Rate); and]20 Each Limited Partner shall provide to the Fund such information, forms or representations which the Partnership Representative and the Designated Individual may reasonably request with respect to the Fund’s compliance with applicable tax laws, including, any information, forms or representations requested by the Partnership Representative and the Designated Individual 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 Fund or amounts paid to the Fund. Each Limited Partner shall provide to the General Partner such information, forms or representations that the General Partner may reasonably request with respect to the Fund’s compliance with applicable tax laws. Without limiting the foregoing, each Limited Partner agrees to provide to the General Partner such information regarding the Limited Partner and its beneficial owners, and any forms with respect thereto, as the General Partner may request from time to time in order for the Fund to comply with its obligations under Sections 1471 through 1474 of the Code, all rules, regulations and other guidance issued thereunder, and all administrative and judicial interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code, and all applicable intergovernmental agreements entered into between the United States and another country (or local country legislation enacted pursuant to such intergovernmental agreement) (collectively, “FATCA”). Notwithstanding anything to the contrary provided herein, each Limited Partner hereby waives the application of any non-U.S. law to the extent that such law would prevent the Fund or the General Partner from reporting to the U.S. Internal Revenue Service, the U.S. Treasury or any other governmental authority any information required to be reported under FATCA with respect to such Limited Partner and its beneficial owners. Notwithstanding anything to the contrary provided herein, each Limited Partner further agrees that, if such Limited Partner fails to comply with any of the requirements of this Section 15.3 (Tax Information) in a timely manner or if the General Partner determines that such Limited Partner’s participation in the Fund would otherwise have a material adverse effect on the Fund or the Limited Partners as a result of FATCA, then (i) the General Partner, in its sole discretion, may (A) cause such Limited Partner to Transfer its Interest to a third party (including an existing Limited Partner) or otherwise withdraw from the Fund in exchange for consideration which the General Partner, in its sole discretion, after taking into account all relevant facts and circumstances surrounding such transfer or withdrawal (including the desire to effect such transfer or withdrawal as expeditiously as possible in order to minimize any adverse effect on the Fund and the other Limited Partners as a result of FATCA), deems to be appropriate or (B) take any other action the General Partner deems in good faith to be reasonable to minimize any adverse effect on the Fund and the other Limited Partners as a result of FATCA; and (ii) unless otherwise agreed by the General Partner in writing, such Limited Partner shall, to the maximum extent permitted by applicable law, indemnify the Fund for all losses, costs, expenses, damages, claims, and demands (including, but not limited to, any withholding tax, penalties, or interest suffered by the Fund) arising as a result of such Limited Partner’s failure to comply with the above requirements in a timely manner. Any cost or expense incurred by the Partnership Representative or the Designated Individual in connection with such Person’s duties in such capacity shall be paid by the Fund, and the Fund shall reimburse the Partnership Representative and the Designated Individual for their respective reasonable out-of-pocket costs and expenses incurred in such capacities, including travel expenses and the costs and expenses incurred to engage accountants, legal counsel, or experts to assist the Partnership Representative or the Designated Individual in discharging their duties hereunder. Except as otherwise expressly provided herein, the Partnership Representative and the Designated Individual shall have full and absolute discretion over all tax matters with respect to the Fund, including, but not limited to, the filing of tax returns, tax proceedings, and tax elections. Notwithstanding anything to the contrary provided herein, the provisions of Section 14.6 (Withholding) and this Section 15.3 (Tax Information) will survive the liquidation or dissolution of the Fund, and each Limited Partner agrees to continue to be bound to the terms of Section 14.6 (Withholding) and this Section 15.3 (Tax Information) following such Limited Partner’s withdrawal from the Fund.