Common use of AEOI Clause in Contracts

AEOI. Such Purchaser acknowledges and agrees that: (i) The Company may be required to comply with the provisions of AEOI; (ii) Such Purchaser will provide, in a timely and accurate manner, such information regarding such Purchaser and its beneficial owners and such forms or documentation as may be reasonably requested from time to time by the Company or its agent to enable the Company to comply with any requirements and obligations imposed on it pursuant to AEOI, specifically, but not limited to, forms and documentation which the Company may require to determine whether or not such Purchaser’s relevant investment is a “Reportable Account” (under any AEOI regime) and to comply with the relevant due diligence procedures in making such determination; (iii) Any such forms or documentation requested by the Company or its agents pursuant to clause (ii), or any financial or account information with respect to such Purchaser’s investment in the Company, may be disclosed to the Cayman Islands Tax Information Authority (or any other Cayman Islands governmental body which collects information in accordance with AEOI) and to any withholding agent where the provision of that information is required by such agent to avoid the application of any withholding tax on any payments to the Company; (iv) Such Purchaser waives, and shall cooperate with the Company to obtain a waiver of, the provisions of law which (a) prohibit the disclosure by the Company, or by any of its agents, of the information or documentation requested from such Purchaser pursuant to clause (ii) of this Section 4K, (b) prohibit the reporting of financial or account information by the Company or its agents required pursuant to AEOI; or (c) otherwise prevent compliance by the Company with its obligations under AEOI; and (v) If such Purchaser provides information and documentation that is in anyway misleading, or it fails to timely and accurately provide the Company or its agents with the requested information and documentation necessary in either case to satisfy the Company’s obligations under AEOI, then in addition to the indemnification rights set forth in Section 6B(ii), Company reserves the right (whether or not such action or inaction leads to compliance failures by the Company, or a risk of the Company or its owners being subject to withholding tax or other costs, debts, expenses, obligations or liabilities under AEOI (“AEOI Expenses”)) to take any action and pursue all remedies at its disposal to cause such Purchaser to bear any or all AEOI Expenses and to hold back or deduct from any withdrawal or other proceeds due to such Purchaser any or all AEOI Expenses attributable to such Purchaser’s noncompliance.

AEOI. Such Purchaser acknowledges and agrees that: (i) The Company may be required to comply with the provisions of AEOI; (ii) Such Purchaser will provide, in a timely and accurate manner, such information regarding such Purchaser and its beneficial owners and such forms or documentation as may be reasonably requested from time to time by the Company or its agent to enable the Company to comply with any requirements and obligations imposed on it pursuant to AEOI, specifically, but not limited to, forms and documentation which the Company may require to determine whether or not such Purchaser’s relevant investment is a “Reportable Account” (under any AEOI regime) and to comply with the relevant due diligence procedures in making such determination; (iii) Any such forms or documentation requested by the Company or its agents pursuant to clause (ii), or any financial or account information with respect to such Purchaser’s investment in the Company, may be disclosed to the Cayman Islands Tax Information Authority (or any other Cayman Islands governmental body which collects information in accordance with AEOI) and to any withholding agent where the provision of that information is required by such agent to avoid the application of any withholding tax on any payments to the Company; (iv) Such To the extent waivable by Law, such Purchaser waives, and shall cooperate with the Company to obtain a waiver of, the provisions of law Law which (a) prohibit the disclosure by the Company, or by any of its agents, of the information or documentation requested from such Purchaser pursuant to clause (ii) of this Section 4K4J, (b) prohibit the reporting of financial or account information by the Company or its agents required pursuant to AEOI; or (c) otherwise prevent compliance by the Company with its obligations under AEOI; and (v) If such Purchaser provides information and documentation that is in anyway misleading, or it fails to timely and accurately provide the Company or its agents with the requested information and documentation necessary in either case to satisfy the Company’s obligations under AEOI, then in addition to the indemnification rights set forth in Section 6B(ii), Company reserves the right (whether or not such action or inaction leads to compliance failures by the Company, or a risk of the Company or its owners being subject to withholding tax or other costs, debts, expenses, obligations or liabilities under AEOI (“AEOI Expenses”)) to take any action and pursue all remedies at its disposal to cause such Purchaser to bear any or all AEOI Expenses and to hold back or deduct from any withdrawal or other proceeds due to such Purchaser any or all AEOI Expenses attributable to such Purchaser’s noncompliance.

AEOI. Such Purchaser acknowledges and agrees that(a) Each Limited Partner: (i) The Company may be required to comply with the provisions of AEOI; (ii) Such Purchaser will shall provide, in a timely and accurate manner, such information regarding such Purchaser the Limited Partner and its beneficial owners and/or controlling persons and such forms or documentation as may be reasonably requested from time to time by the Company General Partner or its agent the Partnership to enable the Company Partnership to comply with any the requirements and obligations imposed on it pursuant to AEOI, specifically, but not limited to, forms AEOI and documentation which the Company may require to determine whether or not shall update such Purchaser’s relevant investment is a “Reportable Account” (under any AEOI regime) and to comply with the relevant due diligence procedures in making such determinationinformation as necessary; (iiiii) Any acknowledges that any such forms or documentation requested by provided to the Company Partnership or its agents pursuant to clause (iii), or any financial or account information with respect to such Purchaserthe Limited Partner’s investment in the CompanyPartnership, may be disclosed to the Cayman Islands Tax Information any Governmental Authority (or any other Cayman Islands governmental body which collects information in accordance with AEOI) AEOI and to any withholding agent where the provision of that information is required by such agent to avoid the application of any withholding tax on any payments to the CompanyPartnership; (iviii) Such Purchaser waivesshall waive, and and/or shall cooperate with the Company Partnership to obtain a waiver of, the provisions of any law which (a) prohibit prohibits the disclosure by the CompanyPartnership, or by any of its agents, of the information or documentation requested from such Purchaser the Limited Partner pursuant to clause (ii) of this Section 4Ki), (b) prohibit prohibits the reporting of financial or account information by the Company Partnership or its agents required pursuant to AEOI; AEOI or (c) otherwise prevent prevents compliance by the Company Partnership with its obligations under AEOI; and; (viv) If such Purchaser acknowledges that, if it provides information and documentation that is in anyway any way misleading, or it fails to timely and accurately provide and/or update the Company Partnership or its agents with the requested information and documentation necessary necessary, in either case case, to satisfy the CompanyPartnership’s obligations under AEOI, then in addition to the indemnification rights set forth in Section 6B(ii), Company reserves the right Partnership may (whether or not such action or inaction leads to compliance failures by the CompanyPartnership, or a risk of the Company Partnership or its owners investors being subject to withholding tax or other costs, debts, expenses, obligations or liabilities penalties under AEOI (“AEOI Expenses”)AEOI) to take any action and and/or pursue all remedies at its disposal to cause such Purchaser to bear any or all AEOI Expenses disposal, including compulsory withdrawal of the Limited Partner, and to may hold back from any withdrawal proceeds, or deduct from the Limited Partner’s Capital Account, any withdrawal liabilities, costs, expenses or other proceeds due taxes caused (directly or indirectly) by the Limited Partner’s action or inaction; and (v) shall have no claim against the Partnership, or its agents, for any form of damages or liability as a result of actions taken or remedies pursued by or on behalf of the Partnership in order to comply with AEOI. (b) The Limited Partner hereby indemnifies the General Partner and the Partnership and each of their respective partners, members, managers, officers, directors, employees and agents and holds them harmless from and against any AEOI-related liability, action, proceeding, claim, demand, costs, damages, expenses (including legal expenses), penalties or taxes whatsoever which such Purchaser Person may incur as a result of any action or all AEOI Expenses attributable to inaction (directly or indirectly) of such PurchaserLimited Partner (or any Related Party) described in Section 3.8(a)(i) through (iv). This indemnification shall survive the Limited Partner’s noncompliancedeath or disposition of its interests in the Partnership.

AEOI. Such Purchaser The Authorized Participant acknowledges and agrees that: (ia) The Company may be required Fund intends to comply with (i) Sections 1471 to 1474 of the provisions U.S. Internal Revenue Code of 1986 and any associated legislation, regulations or guidance, and any other similar legislation, regulations or guidance enacted in any other jurisdiction that seeks to implement similar financial account information reporting and/or withholding tax regimes; (ii) the OECD Standard for Automatic Exchange of Financial Account Information in Tax Matters – the Common Reporting Standard (the “CRS”) and any associated guidance; (iii) any intergovernmental agreement, treaty, regulation, guidance, standard or other agreement between the Cayman Islands (or any Cayman Islands government body) and any other jurisdiction (including any government bodies in such jurisdiction), entered into in order to comply with, facilitate, supplement or implement the legislation, regulations, guidance or standards described in sub-paragraphs (i) and (ii); and (iv) any legislation, regulations or guidance in the Cayman Islands that give effect to the matters outlined in the preceding sub-paragraphs (collectively, “AEOI”); (iib) Such Purchaser The Authorized Participant will provide, in a timely and accurate manner, such information regarding such Purchaser the Authorized Participant, each Investor and its their respective beneficial owners and such forms or documentation as may be reasonably requested from time to time by the Company Fund (whether by its managers or its agent other agents such as the Manager) to enable the Company Fund to comply with any the requirements and obligations imposed on it pursuant to AEOI, specifically, but not limited to, forms and documentation which the Company Fund may require to determine whether or not such Purchaser’s the relevant investment is a “Reportable Account” (under any AEOI regime) and to comply with the relevant due diligence procedures in making such determination; (iiic) Any such forms or documentation requested by the Company Fund or its agents pursuant to clause paragraph (iib), or any financial or account information with respect to such Purchaserthe Authorized Participant’s and any Investor’s investment in the CompanyFund, may be disclosed to the Cayman Islands Tax Information Authority (or any other Cayman Islands governmental body which collects information in accordance with AEOI) and to any withholding agent where the provision of that information is required by such agent to avoid the application of any withholding tax on any payments to the CompanyFund; (ivd) Such Purchaser waivesThe Authorized Participant waives on its own behalf and on behalf of each Investor, and and/or shall cooperate with the Company Fund to obtain a waiver of, the provisions of any law which that: (ai) prohibit the disclosure by the CompanyFund, or by any of its agents, of the information or documentation requested from such Purchaser the Authorized Participant and any Investor pursuant to clause paragraph (b); (ii) of this Section 4K, (b) prohibit the reporting of financial or account information by the Company Fund or its agents required pursuant to AEOI; or (ciii) otherwise prevent compliance by the Company Fund with its obligations under AEOI; and; (ve) If such Purchaser the Authorized Participant provides information and documentation that is in anyway misleading, or it fails to timely and accurately provide the Company Fund or its agents with the requested information and documentation necessary in either case to satisfy the CompanyFund’s obligations under AEOI, then in addition to the indemnification rights set forth in Section 6B(ii), Company Fund reserves the right (whether or not such action or inaction leads to compliance failures by the CompanyFund, or a risk of the Company Fund or its owners investors being subject to withholding tax or other costs, debts, expenses, obligations or liabilities (whether external, or internal, to the Fund) (together, “costs”) under AEOI AEOI): (“AEOI Expenses”)i) to take any action and and/or pursue all remedies at its disposal to cause such Purchaser to bear any including, without #95819072v42 limitation, compulsory redemption or all AEOI Expenses and withdrawal of the Investor; (ii) to hold back or deduct from any withdrawal redemption or repurchase proceeds, or any other proceeds due distributions, any costs caused (directly or indirectly) by the Authorized Participant’s or any Investor’s action or inaction; and (iii) it shall have no claim against the Fund, or its agents, for any form of damages or liability as a result of actions taken or remedies pursued by or on behalf of the Fund in order to comply with AEOI. (f) The Authorized Participant hereby indemnifies the Fund and the Manager, their respective direct or indirect affiliates and their respective directors, trustees, sponsors, partners, members, managers, officers, employees and agents and holds them harmless from and against any AEOI related liability, action, proceeding, claim, demand, costs, damages, expenses (including legal expenses) penalties or taxes whatsoever which such Purchaser party may incur as a result of any action or all AEOI Expenses attributable inaction (directly or indirectly) of the Authorized Participant or any investor (or any related person) described in paragraphs (a) to such Purchaser(e) above. This indemnification shall survive an investor’s noncompliancedeath or disposition of its Shares in the Fund.

AEOI. Such Purchaser Each Shareholder acknowledges and agrees that: (ia) The Company may be the Fund is required to comply with the provisions of AEOI; (iib) Such Purchaser such Shareholder will provide, in a timely and accurate manner, such information regarding such Purchaser the Shareholder and its beneficial owners and such forms or documentation as may be reasonably requested from time to time by the Company Fund (whether by the Manager or its agent other agents of the Fund) to enable the Company Fund to comply with any the requirements and obligations imposed on it pursuant to AEOI, specificallyincluding, but not limited to, forms and documentation which that the Company Fund may require to determine whether or not such Purchaserthe Shareholder’s relevant investment is a “Reportable Account” (under any AEOI regime) and to comply with the relevant due diligence procedures in making such determination; (iiic) Any any such forms or documentation requested by the Company Fund or its agents pursuant to clause paragraph (iib), or any financial or account information with respect to such Purchaserthe Shareholder’s investment in the CompanyFund, may be disclosed to the Cayman Islands Tax Information Authority (or any other Cayman Islands governmental body which collects information in accordance with AEOI) and to any withholding agent where the provision of that information is required by such agent to avoid the application of any withholding tax on any payments to the CompanyFund; (ivd) Such Purchaser such Shareholder waives, and and/or shall cooperate with the Company Fund to obtain a waiver of, the provisions of any law which that: (ai) prohibit the disclosure by the CompanyFund, or by any of its agents, of the information or documentation requested from such Purchaser the Shareholder pursuant to clause paragraph (b); (ii) of this Section 4K, (b) prohibit the reporting of financial or account information by the Company Fund or its agents required pursuant to AEOI; or or (ciii) otherwise prevent compliance by the Company Fund with its obligations under AEOI; and; (ve) If if such Purchaser Shareholder provides information and documentation that is in anyway any way misleading, or it fails to timely and accurately provide the Company Fund or its agents with the requested information and documentation necessary in either case to satisfy the CompanyFund’s obligations under AEOI, then in addition to the indemnification rights set forth in Section 6B(ii), Company Manager reserves the right right, in its sole discretion, to take any action (whether or not such action or inaction leads to compliance failures by the CompanyFund, or a risk of the Company Fund or its owners investors being subject to withholding tax or other costs, debts, expenses, obligations or liabilities (whether external, or internal, to the Fund) (together, “costs”) under AEOI (“AEOI Expenses”)AEOI) to take any action and and/or pursue all remedies at its disposal including, without limitation: (i) to cause compulsorily withdraw such Purchaser to bear any or all AEOI Expenses and Shareholder from the Fund; and/or (ii) to hold back or deduct from any withdrawal proceeds or from any other proceeds payments or distributions due to such Purchaser Shareholder any costs caused (directly or all AEOI Expenses attributable indirectly) by the Shareholder’s action or inaction; (f) it shall have no claim against the Fund, the Manager or any of its or their agents, for any form of damages or liability as a result of actions taken or remedies pursued by or on behalf of the Fund in order to comply with AEOI; and (g) it hereby indemnifies the Fund, the Manager and each of their respective principals, shareholders, partners, managers, officers, directors, stockholders, employees and agents and holds them harmless from and against any AEOI-related liability, action, proceeding, claim, demand, costs, damages, expenses (including legal expenses), penalties or taxes whatsoever that such Purchaserparties may incur as a result of any action or inaction (directly or indirectly) of such Shareholder (or any related person) described in the preceding paragraphs. This indemnification shall survive the disposition of such Shareholder’s noncomplianceShares.

AEOI. Such The Purchaser acknowledges and agrees that: (ia) The Company may be the Partnership is required to comply with the provisions of AEOI; (iib) Such Purchaser it will provide, in a timely and accurate manner, such information regarding such the Purchaser and its beneficial owners and such forms or documentation as may be reasonably requested from time to time by the Company Partnership (whether by its directors or its agent other agents) to enable the Company Partnership to comply with any the requirements and obligations imposed on it pursuant to AEOI, specifically, but not limited to, forms and documentation which the Company Partnership may require to determine whether or not such Purchaser’s the relevant investment is a “Reportable Account” (under any AEOI regime) and to comply with the relevant due diligence procedures in making such determination; (iiic) Any any such forms or documentation requested by the Company Partnership or its agents pursuant to clause (iiSection 5.20(b), or any financial or account information with respect to such the Purchaser’s investment in the CompanyPartnership, may be disclosed to the Cayman British Virgin Islands International Tax Information Authority (or any other Cayman British Virgin Islands governmental body which collects information in accordance with AEOI) and to any withholding agent where the provision of that information is required by such agent to avoid the application of any withholding tax on any payments to the CompanyPartnership; (ivd) Such Purchaser it waives, and and/or shall cooperate with the Company Partnership to obtain a waiver of, the provisions of any law which (ai) prohibit the disclosure by the CompanyPartnership, or by any of its agents, of the information or documentation requested from such the Purchaser pursuant to clause Section 5.20(b); or (ii) of this Section 4K, (b) prohibit the reporting of financial or account information by the Company Partnership or its agents required pursuant to AEOI; or (ciii) otherwise prevent compliance by the Company Partnership with its obligations under AEOI; and; (ve) If such Purchaser if it provides information and documentation that is in anyway misleading, or it fails to timely and accurately provide the Company Partnership or its agents with the requested information and documentation necessary in either case to satisfy the CompanyPartnership’s obligations under AEOI, then in addition to the indemnification rights set forth in Section 6B(ii), Company reserves the right AEOI (whether or not such action or inaction leads to compliance failures by the CompanyPartnership, or a risk of the Company Partnership or its owners investors being subject to withholding tax or other costs, debts, expenses, obligations or liabilities (whether external, or internal, to the Partnership) (together, as “Costs”) under AEOI AEOI), the Partnership reserves the right (“AEOI Expenses”)i) to take any action and and/or pursue all remedies at its disposal to cause such Purchaser to bear any including, without limitation, compulsory redemption or all AEOI Expenses withdrawal of the Purchaser; and (ii) to hold back from any redemption or repurchase proceeds, dividend payments or any other distributions, or to deduct from the Purchaser’s distributions, any Costs caused (directly or indirectly) by the Purchaser’s action or inaction; and (f) it shall have no claim against the Partnership, or its agents, for any form of damages or liability as a result of actions taken or remedies pursued by or on behalf of the Partnership in order to comply with AEOI (or any other withholding or information reporting laws) or avoid any withholding. If the Purchaser provides any information or documentation that is in any way misleading or inaccurate or if the Purchaser fails to provide any information or documentation as may be requested from time to time, (whether or not such action or inaction leads to compliance failures by the Partnership, or a risk of the Partnership or its investors being subject to withholding tax or other penalties), the Partnership, the General Partner and/or any administrator or other Persons acting on behalf of the Partnership may take any action and/or pursue any remedies available to the Partnership, the General Partner and/or any administrator or other Persons acting on behalf of the Partnership including, without limitation, compulsory redemption of the Purchaser’s Interests and may deduct from any withdrawal redemption proceeds in respect of the Interests so redeemed, any liabilities, costs, expenses or other proceeds due taxes arising (directly or indirectly) from such action or inaction. The Partnership may also be required to such Purchaser any or all AEOI Expenses attributable to such treat the Purchaser’s noncomplianceInterest in the Partnership as a reportable account in order to comply with its AEOI. The Purchaser hereby indemnifies the Partnership and the General Partner and each of their respective principals, members, managers, officers, directors, stockholders, employees and agents (each an “Indemnified Person”) and holds them harmless from and against any AEOI related liability, action, proceeding, claim, demand, costs, damages, expenses (including legal expenses), penalties or taxes whatsoever which the Partnership and the General Partner may incur as a result of any action or inaction (directly or indirectly) of the Purchaser (or any related person) described in Section 5.20(a) to Section 5.20(f) above. This indemnification shall survive the Purchaser’s death or disposition of its Interest in the Partnership.