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

Allocation of Withholding Taxes and Certain Other Expenditures. (a) If the Company incurs a withholding tax or other tax obligation with respect to the portion of the income allocable to any Class held by any Member, then the Manager, without limitation of any other rights of the Company or the Manager, shall cause the amount of such obligation to be debited against the Capital Account of such Member to which such Class is referable as of the close of the Fiscal Period during which the Company pays such obligation. If the amount of such taxes is greater than such Capital Account balance, then such Member and any successor to such Member's Units shall pay to the Company as a contribution to capital, upon demand, the amount of such excess. Neither the Manager nor the Company shall 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.

Allocation of Withholding Taxes and Certain Other Expenditures. (a) If the Company incurs a withholding tax or other tax obligation with respect to the portion of the income allocable to any Class held by any Member, then the Manager, without limitation of any other rights of the Company or the Manager, shall cause the amount of such obligation to be debited against the Capital Account of such Member to which such Class is referable as of the close of the Fiscal Period during which the Company pays such obligation. If the amount of such taxes is greater than such Capital Account balance, then such Member and any successor to such Member's Units shall pay to the Company as a contribution to capital, upon demand, the amount of such excess. Neither the Manager nor the Company shall 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.. ANNEX B

Allocation of Withholding Taxes and Certain Other Expenditures. (a) If the Company incurs a withholding tax or other tax obligation with respect to the portion of the income allocable to any Class held by any Member, then the Manager, without limitation of any other rights of the Company or the Manager, shall cause the amount of such obligation to be debited against the Capital Account of such Member to which such Class is referable as of the close of the Fiscal Period during which the Company pays such obligation. If the amount of such taxes is greater than such Capital Account balance, then such Member and any successor to such Member's ’s Units shall pay to the Company as a contribution to capital, upon demand, the amount of such excess. Neither the Manager nor the Company shall 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.