Common use of Allocation of Certain Withholding Taxes and Other Expenditures Clause in Contracts

Allocation of Certain Withholding Taxes and Other Expenditures. (a) If the Fund incurs a withholding tax or other tax obligation with respect to the share of Fund income allocable to any Member, then the Board, without limitation of any other rights of the Fund or the Board, shall cause the amount of such obligation to be debited against the Capital Account of such Member when the Fund pays such obligation, and any amounts then or thereafter distributable to such Member shall be reduced by the amount of such taxes. If the amount of such taxes is greater than any such distributable amounts, then such Member and any successor to such Member’s Interest shall pay to the Fund as a contribution to the capital of the Fund, upon demand of the Fund, the amount of such excess. The Fund shall not be obligated to apply for or obtain a reduction of or exemption from withholding tax on behalf of any Member that may be eligible for such reduction or exemption; provided, that in the event that the Fund determines that a Member is eligible for a refund of any withholding tax, the Fund may, at the request and expense of such Member, assist such Member in applying for such refund. (b) Except as otherwise provided for in this Agreement and unless prohibited by the 1940 Act, any expenditures payable by the Fund, and any other Fund items, to the extent determined by the Board to have been paid or incurred or withheld on behalf of, or by reason of particular circumstances applicable to, one or more but fewer than all of the Members, shall be charged to only those Members on whose behalf such expenditures or items are paid or incurred or whose particular circumstances gave rise to such expenditures or items. Such charges shall be debited from the Capital Accounts of such Members as of the close of the Fiscal Period during which any such items were paid or accrued by the Fund.

Allocation of Certain Withholding Taxes and Other Expenditures. (a) If the Fund incurs a withholding tax Withholding taxes or other tax obligation with respect to obligations incurred by the share of Fund income allocable Fund, directly or indirectly, that are attributable to any Member, then as determined by the Board, without limitation Board of any other rights of the Fund or the BoardManagers, shall cause the amount of such obligation to be debited against the Capital Account of such Member when as of the close of the Accounting Period during which the Fund pays or incurs such obligation, and any amounts then or thereafter distributable to such Member shall be reduced by the amount of such taxes. If the amount of such taxes is greater than any such distributable amounts, then such Member and any successor to such Member’s Interest shall pay upon demand to the Fund as a contribution to the capital of the Fund, upon demand of as a Capital Contribution to the Fund, the amount of such excess. The Fund shall not be obligated to apply for or obtain a reduction of or exemption from withholding tax on behalf of any Member that may be eligible for such reduction or exemption; provided, provided that in the event that the Fund determines that a Member is eligible for a refund of any withholding tax, the Fund may, at the request and expense of such Member, assist such Member in applying for such refund. (b) Except as otherwise provided for in this Agreement and unless prohibited by the 1940 Investment Company Act, any material expenditures payable by the Fund, directly or indirectly, and any other Fund items, to the extent determined by the Board to have been paid or incurred or withheld withheld, directly or indirectly, on behalf of, or by reason of particular circumstances applicable to, one or more but fewer than all of the Members, as determined by the Board of Managers, shall be charged to only those Members on whose behalf such expenditures or items are paid or incurred or whose particular circumstances gave rise to such expenditures or items. Such charges or items shall be debited from the Capital Accounts of such the applicable Members as of the close of the Fiscal Accounting Period during which any such items were paid or accrued by the Fund.

Allocation of Certain Withholding Taxes and Other Expenditures. (a) If the Fund incurs a withholding tax Withholding taxes or other tax obligation with respect to obligations incurred by the share of Fund income allocable Fund, directly or indirectly, that are attributable to any Member, then as determined by the BoardBoard of Managers, without limitation of any other rights shall be charged to such Member as of the Fund or close of the Board, shall cause the amount of such obligation to be debited against the Capital Account of such Member when accounting period during which the Fund pays or incurs such obligation, and any amounts then or thereafter distributable to such Member shall be reduced by the amount of such taxes. If the amount of such taxes is greater than any such distributable amounts, then such Member and any successor to such Member’s Interest Units or Preferred Units shall pay upon demand to the Fund as a contribution to the capital of the Fund, upon demand of as a Capital Contribution to the Fund, the amount of such excess. The Fund shall not be obligated to apply for or obtain a reduction of or exemption from withholding tax on behalf of any Member that may be eligible for such reduction or exemption; provided, provided that in the event that the Fund determines that a Member is eligible for a refund of any withholding tax, the Fund may, at the request and expense of such Member, assist such Member in applying for such refund. (b) Except as otherwise provided for in this Agreement and unless prohibited by the 1940 Investment Company Act, any material expenditures payable by the Fund, directly or indirectly, and any other Fund items, to the extent determined by the Board to have been paid or incurred or withheld withheld, directly or indirectly, on behalf of, or by reason of particular circumstances applicable to, one or more but fewer than all of the Members, as determined by the Board of Managers, shall be charged to only those Members on whose behalf such expenditures or items are paid or incurred or whose particular circumstances gave rise to such expenditures or items. Such charges or items shall be debited from charged to the Capital Accounts of such applicable Members as of the close of the Fiscal Accounting Period during which any such items were paid or accrued by the Fund.