Common use of Tax Matters and Elections Clause in Contracts

Tax Matters and Elections. (a) The Board shall designate GSAM Holdings LLC (or such other Person as the Board shall designate) as the “tax matters partner” of the Company within the meaning of Section 6231(a)(7) of the Code for so long as such designation is applicable and the Investment Manager (or such Person as the Investment Manager shall designate) shall act as the “partnership representative” of the Company within the meaning of Section 6223 of the Code thereafter (as applicable, the “Tax Matters Representative”) and shall act for and on behalf of the Company to the extent required under Sections 6221 through 6233 of the Code. The Tax Matters Representative is specifically directed and authorized to take whatever steps the Tax Matters Representative deems necessary or desirable to perfect any such designation, including filing any forms or documents with the IRS and taking such other action as may from time to time be required under U.S. Treasury Regulations and, upon the request of the Tax Matters Representative, the Members shall execute any forms or statements required in connection therewith. The Tax Matters Representative shall be promptly reimbursed for all expenses incurred by it in connection with service as Tax Matters Representative. Each Member acknowledges that the Board intends to delegate its responsibilities as Tax Matters Representative to the Investment Manager. (b) Each Member agrees that any action taken by the Tax Matters Representative in connection with audits of the Company under applicable tax law will be binding upon such Member. Each Member further agrees that (i) except when the specific consent of the Tax Matters Representative is granted, such Member will not treat any Company item inconsistently on such Member’s individual income tax return with the treatment of the item on the Company’s tax return, and (ii) such Member will not independently act with respect to tax audits or tax litigation affecting the Company, unless previously authorized to do so in writing by the Tax Matters Representative, which authorization may be withheld by the Tax Matters Representative in its sole discretion. (c) The Tax Matters Representative may cause the Company to make or refrain from making all elections required or permitted to be made by the Company under applicable tax law, including, but not limited to, an election to treat the Company as an Electing Investment Partnership as defined in Section 743(e)(6) of the Code and an election under Section 754 of the Code. The Tax Matters Representative does not expect that the Company will make an election under Section 754 of the Code. If the Company receives a notice of final partnership adjustment from the IRS, the Tax Matters Representative may, as determined in its good faith discretion and with respect to any applicable year: (i) elect to apply the provisions of Section 1101 of the Bipartisan Budget Act of 2015 with respect to any imputed underpayment arising from such adjustment and/or (ii) cause the Company to (a) elect the application of Section 6226 of the Code, as amended by Section 1101 of the Bipartisan Budget Act of 2015, with respect to any imputed underpayment arising from such adjustment, and (b) furnish to each Member (or former Member) a statement of such Member’s (or former Member’s) share of any adjustment to income, gain, loss, deduction or credit (as determined in the notice of final partnership adjustment). (d) The Board is hereby authorized and empowered to prepare or have prepared, to execute or have executed and to file, on behalf and in the name of the Company, any returns, applications, agreements, elections and other instruments or documents, under applicable tax law, which it deems desirable or advisable. (e) Each Member further agrees that such Member will, upon request by the Board, provide any information or documentation, execute any forms or documents (including a power of attorney or settlement or closing agreement), provide any information and take any further action requested by the Board, and that the Board may execute any forms or documents or obtain any information on such Member’s behalf that relate to such Member’s investment in the Company in connection with any tax matter (including in connection with a tax audit or proceeding) affecting the Company, including as reasonably necessary to effectuate any of the foregoing provisions of this 12.6.3, including (without limitation) with respect to any forms, documents or information reasonably necessary for the Company to comply with all provisions, regulations and agreements relating to the set of Rules commonly known as “FATCA” (or any comparable U.S. state or local, or non-U.S. law) or avoid being subject to withholding tax under any such laws. (f) If a Member fails to comply with its obligations under this 12.6.3 and such failure results in any taxes, penalties, interest and/or any related costs or expenses (a “Tax Cost”), the Board shall, to the extent commercially practicable, cause such Member to bear the economic burden of such Tax Cost by specially allocating the Tax Cost to such Member and/or withholding the Tax Cost from proceeds otherwise distributable to such Member. In the event that the Board does not withhold such amounts, the Board may require the Member to reimburse the Company or the Board, as applicable, for any such Tax Costs. Such reimbursement shall not be treated as a capital contribution or reduce the Undrawn Commitment of any Member. In addition, the Board shall have full authority to take any steps that the Board reasonably determines are necessary or appropriate to mitigate the consequences to the Company, any entity in which the Company holds an equity or debt interest and/or any other Member of such Member’s failure to comply with its obligations under this Section 12.6.3. Moreover, any Member that fails to comply with this Section 12.6.3 shall, to the fullest extent permitted by law, exculpate the Board, the Company, and any of their Affiliates, including any member of the Company’s “expanded affiliated group” within the meaning of Section 1471(e)(2) of the Code, for any liabilities related to such failure and indemnify the Board, the Company, and any such Affiliates.

Tax Matters and Elections. (a) 5.5.1 The Board shall designate GSAM Holdings LLC (or such other Person as the Board shall designate) as the “tax matters partner” of the Company within the meaning of Section 6231(a)(7) of the Code for so long as such designation is applicable and the Investment Manager (or such Person person as the Investment Manager shall designate) shall act as the “partnership representative” of the Company within the meaning of Section 6223 of the Code thereafter and regulations promulgated thereunder (as applicable, the “Tax Matters Representative”) and shall act for and on behalf of the Company to the extent required under Sections 6221 through 6233 of the Code. The Tax Matters Representative is specifically directed and authorized to take whatever steps the Tax Matters Representative deems necessary or desirable to perfect any such designation, including filing any forms or documents with the IRS and taking such other action as may from time to time be required under U.S. Treasury Regulations and, upon the request of the Tax Matters Representative, the Members shall execute any forms or statements required in connection therewith. The Tax Matters Representative shall be promptly reimbursed for all expenses incurred by it in connection with service as Tax Matters Representative. Each Member acknowledges that the Board intends to delegate its responsibilities as Tax Matters Representative to the Investment Manager. (b) 5.5.2 Each Member agrees that any action taken by the Tax Matters Representative in connection with audits of the Company under applicable tax law will be binding upon such Member. Each Member further agrees that (i) except when the specific consent of the Tax Matters Representative is granted, such Member will not treat any Company item inconsistently on such Member’s individual income tax return with the treatment of the item on the Company’s tax return, return and (ii) such Member will not independently act with respect to tax audits or tax litigation affecting the Company, unless previously authorized to do so in writing by the Tax Matters Representative, which authorization may be withheld by the Tax Matters Representative in its sole discretionRepresentative. (c) 5.5.3 The Tax Matters Representative Managing Member may cause the Company to make or refrain from making all elections required or permitted to be made by the Company under applicable tax law, including, but not limited to, an election to treat the Company as an Electing Investment Partnership as defined in Section section 743(e)(6) of the Code and an election under Section section 754 of the Code. The Tax Matters Representative Managing Member does not expect that the Company will make an election under Section section 754 of the Code. If the Company receives a notice of final partnership adjustment from the IRS, the Tax Matters Representative may, as determined in its good faith discretion and with respect to any applicable year: (i) elect to apply the provisions of Section 1101 of the Bipartisan Budget Act of 2015 with respect to any imputed underpayment arising from such adjustment and/or (ii) , cause the Company to (a) elect the application of Section 6226 of the Code, as amended by Section 1101 of the Bipartisan Budget Act of 2015, with respect to any imputed underpayment arising from such adjustment, and (b) furnish to each Member (or former Member) a statement of such Member’s (or former Member’s) share of any adjustment to income, gain, loss, deduction or credit (as determined in the notice of final partnership adjustment). (d) 5.5.4 The Board Managing Member is hereby authorized and empowered to prepare or have prepared, to execute or have executed and to file, on behalf and in the name of the Company, any returns, applications, elections, agreements, elections and other instruments or documents, under applicable tax law, which it deems desirable or advisable. (e) 5.5.5 Each Member further agrees that such Member will, upon request by the BoardManaging Member, provide any information or documentation, execute any forms or documents (including a power of attorney or settlement or closing agreement), provide any information and take any further action requested by the BoardManaging Member, and that the Board Managing Member may execute any forms or documents or obtain any information on such Member’s behalf that relate to such Member’s investment in the Company in connection with any tax matter (including in connection with a tax audit or proceeding) affecting the Company, including as reasonably necessary to effectuate any of the foregoing provisions of this 12.6.3Section 5.5, including (without limitation) with respect to any forms, documents or information reasonably necessary for the Company to comply with all provisions, regulations and agreements relating to the set of Rules commonly known as “FATCA” FATCA (or any comparable U.S. state or local, or non-U.S. law) or avoid being subject to withholding tax under any such laws, if applicable. (f) 5.5.6 If a Member fails to comply with its obligations under this 12.6.3 Section 5.5 and such failure results in any taxes, penalties, interest and/or any related costs or expenses (a “Tax Cost”), the Board Managing Member shall, to the extent commercially practicable, cause such Member to bear the economic burden of such Tax Cost by specially allocating the Tax Cost to such Member and/or withholding the Tax Cost from proceeds otherwise distributable to such Member. In the event that the Board Managing Member does not withhold such amounts, the Board Managing Member may require the Member to reimburse the Company or the BoardManaging Member, as applicable, for any such Tax Costs. Such reimbursement shall not be treated as a capital contribution or reduce the Undrawn Commitment of any Member. In addition, the Board Managing Member shall have full authority to take any steps that the Board Managing Member reasonably determines are necessary or appropriate to mitigate the consequences to the Company, any entity in which the Company holds an equity or debt interest and/or any other Member of such Member’s failure to comply with its obligations under this Section 12.6.35.5. Moreover, any Member that fails to comply with this Section 12.6.3 5.5 shall, to the fullest extent permitted by law, exculpate the BoardManaging Member, the Company, and any of their Affiliates, including any member of the Company’s “expanded affiliated group” within the meaning of Section 1471(e)(2) of the Code, for any liabilities related to such failure and indemnify the BoardManaging Member, the Company, and any such Affiliates.

Tax Matters and Elections. (a) 5.5.1 The Board shall designate GSAM Holdings LLC (or such other Person as the Board shall designate) as the “tax matters partner” of the Company within the meaning of Section 6231(a)(7) of the Code for so long as such designation is applicable and the Investment Manager (or such Person as the Investment Manager shall designate) Managing Member shall act as the “partnership representative” of the Company within the meaning of Section 6223 Section6223 of the Code thereafter and regulations promulgated thereunder (as applicable, the “Tax Matters Representative”) and shall act for and on behalf of the Company to the extent required under Sections 6221 Sections6221 through 6233 of the Code. The Tax Matters Representative is specifically directed and authorized to take whatever steps the Tax Matters Representative deems necessary or desirable to perfect any such designation, including filing any forms or documents with the IRS and taking such other action as may from time to time be required under U.S. Treasury Regulations and, upon the request of the Tax Matters Representative, the Members shall execute any forms or statements required in connection therewith. The Tax Matters Representative shall be promptly reimbursed for all expenses incurred by it in connection with service as Tax Matters Representative. Each Member acknowledges that the Board intends to delegate its responsibilities as Tax Matters Representative to the Investment Manager. (b) 5.5.2 Each Member agrees that any action taken by the Tax Matters Representative in connection with audits of the Company under applicable tax law will be binding upon such Member. Each Member further agrees that (i) except when the specific consent of the Tax Matters Representative is granted, such Member will not treat any Company item inconsistently on such Member’s individual income tax return with the treatment of the item on the Company’s tax return, return and (ii) such Member will not independently act with respect to tax audits or tax litigation affecting the Company, unless previously authorized to do so in writing by the Tax Matters Representative, which authorization may be withheld by the Tax Matters Representative in its sole discretionRepresentative. (c) 5.5.3 The Tax Matters Representative Managing Member may cause the Company to make or refrain from making all elections required or permitted to be made by the Company under applicable tax law, including, but not limited to, an election to treat the Company as an Electing Investment Partnership as defined in Section 743(e)(6section 743(e)(5) of the Code and an election under Section 754 of the Code. The Tax Matters Representative does not expect that the Company will make an election under Section section 754 of the Code. If the Company receives a notice of final partnership adjustment from the IRS, the Tax Matters Representative may, as determined in its good faith discretion and with respect to any applicable year: (i) elect to apply the provisions of Section 1101 of the Bipartisan Budget Act of 2015 with respect to any imputed underpayment arising from such adjustment and/or (ii) , cause the Company to (a) elect the application of Section 6226 of the Code, as amended by Section 1101 of the Bipartisan Budget Act of 2015, with respect to any imputed underpayment arising from such adjustment, and (b) furnish to each Member (or former Member) a statement of such Member’s (or former Member’s) share of any adjustment to income, gain, loss, deduction or credit (as determined in the notice of final partnership adjustment). (d) 5.5.4 The Board Managing Member is hereby authorized and empowered to prepare or have prepared, to execute or have executed and to file, on behalf and in the name of the Company, any returns, applications, elections, agreements, elections and other instruments or documents, under applicable tax law, which it deems desirable or advisable. (e) 5.5.5 Each Member further agrees that such Member will, upon request by the BoardManaging Member, provide any information or documentation, execute any forms or documents (including a power of attorney or settlement or closing agreement), provide any information and take any further action requested by the BoardManaging Member, and that the Board Managing Member may execute any forms or documents or obtain any information on such Member’s behalf that relate to such Member’s investment in the Company in connection with any tax matter (including in connection with a tax audit or proceeding) affecting the Company, including as reasonably necessary to effectuate any of the foregoing provisions of this 12.6.3Section 5.5, including (without limitation) with respect to any forms, documents or information reasonably necessary for the Company to comply with all provisions, regulations and agreements relating to the set of Rules commonly known as “FATCA” FATCA (or any comparable U.S. state or local, or non-U.S. law) or avoid being subject to withholding tax under any such laws, if applicable. (f) 5.5.6 If a Member fails to comply with its obligations under this 12.6.3 Section 5.5 and such failure results in any taxes, penalties, interest and/or any related costs or expenses (a “Tax Cost”), the Board Managing Member shall, to the extent commercially practicable, cause such Member to bear the economic burden of such Tax Cost by specially allocating the Tax Cost to such Member and/or withholding the Tax Cost from proceeds otherwise distributable to such Member. In the event that the Board Managing Member does not withhold such amounts, the Board Managing Member may require the Member to reimburse the Company or the BoardManaging Member, as applicable, for any such Tax Costs. Such reimbursement shall not be treated as a capital contribution or reduce the Undrawn Commitment of any Member. In addition, the Board Managing Member shall have full authority to take any steps that the Board Managing Member reasonably determines are necessary or appropriate to mitigate the consequences to the Company, any entity in which the Company holds an equity or debt interest and/or any other Member of such Member’s failure to comply with its obligations under this Section 12.6.35.5. Moreover, any Member that fails to comply with this Section 12.6.3 5.5 shall, to the fullest extent permitted by law, exculpate the BoardManaging Member, the Company, and any of their Affiliates, including any member of the Company’s “expanded affiliated group” within the meaning of Section 1471(e)(2) of the Code, for any liabilities related to such failure and indemnify the BoardManaging Member, the Company, and any such Affiliates.

Tax Matters and Elections. (a) The Board shall designate GSAM Holdings LLC (or such other Person as the Board shall designate) as the “tax matters partner” of the Company within the meaning of Section 6231(a)(7) of the Code for so long as such designation is applicable and the Investment Manager (or such Person as the Investment Manager shall designate) shall act as the “partnership representative” of the Company within the meaning of Section 6223 of the Code thereafter (as applicable, the “Tax Matters Representative”) and shall act for and on behalf of the Company to the extent required under Sections 6221 through 6233 of the Code. The Tax Matters Representative is specifically directed and authorized to take whatever steps the Tax Matters Representative deems necessary or desirable to perfect any such designation, including filing any forms or documents with the IRS and taking such other action as may from time to time be required under U.S. Treasury Regulations and, upon the request of the Tax Matters Representative, the Members shall execute any forms or statements required in connection therewith. The Tax Matters Representative shall be promptly reimbursed for all expenses incurred by it in connection with service as Tax Matters Representative. Each Member acknowledges that the Board intends to delegate its responsibilities as Tax Matters Representative to the Investment Manager. (b) Each Member agrees that any action taken by the Tax Matters Representative in connection with audits of the Company under applicable tax law will be binding upon such Member. Each Member further agrees that (i) except when the specific consent of the Tax Matters Representative is granted, such Member will not treat any Company item inconsistently on such Member’s individual income tax return with the treatment of the item on the Company’s tax return, and (ii) such Member will not independently act with respect to tax audits or tax litigation affecting the Company, unless previously authorized to do so in writing by the Tax Matters Representative, which authorization may be withheld by the Tax Matters Representative in its sole discretion. (c) The Tax Matters Representative may cause the Company to make or refrain from making all elections required or permitted to be made by the Company under applicable tax law, including, but not limited to, an election to treat the Company as an Electing Investment Partnership as defined in Section 743(e)(6) of the Code and an election under Section 754 of the Code. The Tax Matters Representative does not expect that the Company will make an election under Section 754 of the Code. If the Company receives a notice of final partnership adjustment from the IRS, the Tax Matters Representative may, as determined in its good faith discretion and with respect to any applicable year: (i) elect to apply the provisions of Section 1101 of the Bipartisan Budget Act of 2015 with respect to any imputed underpayment arising from such adjustment and/or (ii) cause the Company to (a) elect the application of Section 6226 of the Code, as amended by Section 1101 of the Bipartisan Budget Act of 2015, with respect to any imputed underpayment arising from such adjustment, and (b) furnish to each Member (or former Member) a statement of such Member’s (or former Member’s) share of any adjustment to income, gain, loss, deduction or credit (as determined in the notice of final partnership adjustment). (d) The Board is hereby authorized and empowered to prepare or have prepared, to execute or have executed and to file, on behalf and in the name of the Company, any returns, applications, agreements, elections and other instruments or documents, under applicable tax law, which it deems desirable or advisable. (e) Each Member further agrees that such Member will, upon request by the Board, provide any information or documentation, execute any forms or documents (including a power of attorney or settlement or closing agreement), provide any information and take any further action requested by the Board, and that the Board may execute any forms or documents or obtain any information on such Member’s behalf that relate to such Member’s investment in the Company in connection with any tax matter (including in connection with a tax audit or proceeding) affecting the Company, including as reasonably necessary to effectuate any of the foregoing provisions of this 12.6.3, including (without limitation) with respect to any forms, documents or information reasonably necessary for the Company to comply with all provisions, regulations and agreements relating to the set of Rules commonly known as “FATCA” (or any comparable U.S. state or local, or non-U.S. law) or avoid being subject to withholding tax under any such laws. (f) If a Member fails to comply with its obligations under this 12.6.3 and such failure results in any taxes, penalties, interest and/or any related costs or expenses (a “Tax Cost”), the Board shall, to the extent commercially practicable, cause such Member to bear the economic burden of such Tax Cost by specially allocating the Tax Cost to such Member and/or withholding the Tax Cost from proceeds otherwise distributable to such Member. In the event that the Board does not withhold such amounts, the Board may require the Member to reimburse the Company or the Board, as applicable, for any such Tax Costs. Such reimbursement shall not be treated as a capital contribution or reduce the Undrawn Commitment of any Member. In addition, the Board shall have full authority to take any steps that the Board reasonably determines are necessary or appropriate to mitigate the consequences to the Company, any entity in which the Company holds an equity or debt interest and/or any other Member of such Member’s failure to comply with its obligations under this Section 12.6.3. Moreover, any Member that fails to comply with this Section 12.6.3 shall, to the fullest extent permitted by law, exculpate the Board, the Company, and any of their Affiliates, including any member of the Company’s “expanded affiliated group” within the meaning of Section 1471(e)(2) of the Code, for any liabilities related to such failure and indemnify the Board, the Company, and any such Affiliates.Section