Common use of Filings of Returns and Other Writings; Tax Matters Partner Clause in Contracts

Filings of Returns and Other Writings; Tax Matters Partner. (a) The Board shall cause the preparation and timely filing of all Company tax returns and shall, on behalf of the Company, timely file all other writings required by any governmental authority having jurisdiction to require such filing. (b) The Board shall timely provide, or cause to be provided, to each person who at any time during a Fiscal Year was a Member with an annual statement (including a copy of Schedule K-1 to Internal Revenue Service Form 1065) indicating such Member’s share of the Company’s income, loss, gain, expense and other items relevant for Federal income tax purposes. (c) The “tax matters partner,” as defined in Section 6231(a)(7) of the Code, shall be OMAM. Each Member hereby consents to such designation and agrees that upon the request of OMAM it will execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. (d) Promptly following the written request of the tax matters partner, the Company shall, to the fullest extent permitted by Law, reimburse and indemnify the tax matters partner for all reasonable expenses, including reasonable legal and accounting fees, claims, liabilities, losses and damages incurred by the tax matters partner in connection with any administrative or judicial proceeding with respect to the tax liability of the Members. (e) The provisions of this Section 9.3 shall survive the termination of the Company or the termination of any Member’s Interest in the Company and shall remain binding on the Members for as long a period of time as is necessary to resolve with the Internal Revenue Service any and all matters regarding the federal income taxation of the Company or the Members.

Filings of Returns and Other Writings; Tax Matters Partner. (a) The Board shall cause the preparation and timely filing of all Company tax returns and shall, on behalf of the Company, timely file all other writings required by any governmental authority having jurisdiction to require such filing. (b) The Board shall timely provide, or cause to be provided, to each person who at any time during a Fiscal Year was a Member with an annual statement (including a copy of Schedule K-1 to Internal Revenue Service Form 1065) indicating such Member’s share of the Company’s income, loss, gain, expense and other items relevant for Federal income tax purposes. (c) The “tax matters partner,” as defined in Section 6231(a)(7) of the Code, and the “partnership representative” of the Company for any tax period subject to the provisions of Section 6223 of the Code, as amended by the Revised Partnership Audit Procedures (in each such capacity, the “Tax Matters Partner”) shall be OMAM. Each Member hereby consents to such designation and agrees that upon the request of OMAM it will execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. (d) Promptly following the written request of the tax matters partnerTax Matters Partner, the Company shall, to the fullest extent permitted by Law, reimburse and indemnify the tax matters partner Tax Matters Partner for all reasonable expenses, including reasonable legal and accounting fees, claims, liabilities, losses and damages incurred by the tax matters partner Tax Matters Partner in connection with any administrative or judicial proceeding with respect to the tax liability of the Members. (e) The provisions of this Section 9.3 shall survive the termination of the Company or the termination of any Member’s Interest in the Company and shall remain binding on the Members for as long a period of time as is necessary to resolve with the Internal Revenue Service any and all matters regarding the federal income taxation of the Company or the Members.

Filings of Returns and Other Writings; Tax Matters Partner. (a) The Board Company shall cause the preparation and timely filing of file all Company tax returns and shall, on behalf of the Company, shall timely file all other writings required by any governmental authority having jurisdiction to require such filing. Within ninety (90) days after the end of each taxable year (or as soon as reasonably practicable thereafter), the Company shall send to each Person that was a Member at any time during such year copies of Schedule K-1, “Partner’s Share of Income, Credits, Deductions, Etc.”, or any successor schedule or form, with respect to such Person, together with such additional information as may be necessary for such Person to file his, her or its United States federal income tax returns. (b) The Board GSCP V shall timely provide, or cause to be provided, to each person who at any time during a Fiscal Year was a Member with an annual statement (including a copy of Schedule K-1 to Internal Revenue Service Form 1065) indicating such Member’s share the tax matters partner of the Company’s income, loss, gain, expense and other items relevant for Federal income tax purposes. (c) The “tax matters partner,” as defined in Section 6231(a)(7) within the meaning of section 6231 of the Code, shall be OMAMCode (the “Tax Matters Partner”) unless a Majority in Interest votes otherwise. Each Member hereby consents to such designation and agrees that upon the request of OMAM it the Tax Matters Partner, such Member will execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. The Tax Matters Partner shall, in its sole discretion, determine whether to make or revoke any tax election available to the Company pursuant to the Code. (dc) Promptly following the written request of the tax matters partnerTax Matters Partner, the Company shall, to the fullest extent permitted by Lawapplicable law, reimburse and indemnify the tax matters partner Tax Matters Partner for all reasonable expenses, including reasonable legal and accounting fees, claims, liabilities, losses and damages incurred by the tax matters partner Tax Matters Partner in connection with any administrative or judicial proceeding with respect to the tax liability of the Members, except to the extent arising from the bad faith, gross negligence, willful violation of law, fraud or breach of this Agreement by such Tax Matters Partner. (ed) The provisions of this Section 9.3 10.2 shall survive the termination of the Company or the termination of any Member’s Interest in the Company and shall remain binding on the Members for as long a period of time as is necessary to resolve with the Internal Revenue Service any and all matters regarding the U.S. federal income taxation of the Company or the Members.

Filings of Returns and Other Writings; Tax Matters Partner. (a) The Board Treasurer shall cause the preparation and timely filing of all Company tax returns and shall, on behalf of the Company, timely file all other writings required by any governmental authority having jurisdiction to require such filing. (b) . The Board Company shall timely provideuse its reasonable best efforts to send, or cause to be providedno later than 60 days after the end of each Taxable Year, to each person who at any time during a Fiscal Year Person that was a Member with an annual statement at any 50 57 time during such Taxable Year copies of (including a copy of Schedule K-1 to i) United States Internal Revenue Service Form 1065) indicating , "U.S. Partnership Return of Income," or any successor form, required to be filed by the Company, together with all schedules and exhibits to such Member’s share return (including Schedule K-1, "Partner's Share of Income, Credits, Deductions, Etc.," or any successor schedule or form, for such Person), together with such additional information (including information with respect to unrelated business taxable income, if any, within the meaning of section 512 of the Code, of the Company’s income, loss, gain, expense ) as may be necessary for such Person (or any other Person whose tax liability is determined by reference to the income of such Person that was a Member and other items relevant who is identified in writing by such Person that was a Member to the Company) to file such Person's United States federal income tax returns and (ii) such similar returns as are required to be filed by the Company for Federal United States state and local income tax purposes. (b) Each Member shall provide such information to the Company as may be reasonably necessary for purposes of the Company's preparing any required tax return or information return. (c) The “Board shall appoint a Member who is a Manager as the tax matters partner,” as defined partner (the "Tax Matters Partner") for the Company, who shall meet the requirements set forth in Section 6231(a)(7) section 301.6231(a)(7)-2 of the CodeTreasury Regulations and who shall serve as the Tax Matters Partner until such time as such Member shall notify the Board that he, she or it is resigning as the Tax Matters Partner or the Board shall be OMAMappoint another such Member as the Tax Matters Partner in accordance with this Section 10.2(c). Each Member hereby consents to such designation and agrees that upon the request of OMAM it the Tax Matters Partner, such Member will execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. (d) Promptly following the written request of the tax matters partnerTax Matters Partner, the Company shall, to the fullest extent permitted by Lawlaw, reimburse and indemnify the tax matters partner Tax Matters Partner for all reasonable expenses, including reasonable legal and accounting fees, claims, liabilities, losses and damages incurred by the tax matters partner Tax Matters Partner in connection with any administrative or judicial proceeding with respect to the tax liability of the Company or the Members, except to the extent arising from the bad faith, gross negligence, willful violation of law, fraud or breach of this Agreement by such Tax Matters Partner. (e) The provisions of this Section 9.3 10.2 shall survive the termination of the Company or the termination of any Member’s Interest 's interest in the Company and shall remain binding on the Members for as long a period of time as is necessary to resolve 51 58 with the Internal Revenue Service any and all matters regarding the federal income taxation of the Company or the Members.