Common use of Amounts Withheld Clause in Contracts

Amounts Withheld. (a) Notwithstanding any other provision of this Agreement, the Manager is authorized to take any action that it determines to be necessary or appropriate to cause the Company to comply with any withholding requirements established under the Code or any other federal, state or local law including, without limitation, pursuant to Sections 1441, 1442, 1445 and 1446 of the Code. To the extent that the Company is required to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to any Member or assignee (including by reason of Section 1446 of the Code), either (i) if the actual amount to be distributed to the Member equals or exceeds the amount required to be withheld by the Company, the amount withheld shall be treated as a distribution of cash in the amount of such withholding to such Member, or (ii) if the actual amount to be distributed to the Member is less than the amount required to be withheld by the Company, the actual amount shall be treated as a distribution of cash in the amount of such withholding and the additional amount required to be withheld shall be treated as a loan (a “Company Loan”) from the Company to the Member on the day the Company pays over such amount to a taxing authority. A Company Loan shall be repaid through withholding by the Company with respect to subsequent distributions to the applicable Member or assignee. If a Member (a “Defaulting Member”) fails to pay any amount owed to the Company with respect to the Company Loan within fifteen (15) days after demand for payment thereof is made by the Company on the Member, the Manager, in its sole and absolute discretion, may elect to make the payment to the Company on behalf of such Defaulting Member. In such event, on the date of payment, the Manager shall be deemed to have extended a loan (a “Manager Loan”) to the Defaulting Member in the amount of the payment made by the Manager and shall succeed to all rights and remedies of the Company against the Defaulting Member as to that amount. Without limitation, the Manager shall have the right to receive any distributions that otherwise would be made by the Company to the Defaulting Member until such time as the Manager Loan has been paid in full, and any such distributions so received by the Manager shall be treated as having been received by the Defaulting Member and immediately paid to the Manager. Any amounts treated as a Company Loan or a Manager Loan pursuant to this Section 8.4(a) shall bear interest at the lesser of (i) the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The Wall Street Journal, or (ii) the maximum lawful rate of interest on such obligation, such interest to accrue from the date the Company or the Manager, as applicable, is deemed to extend the loan until such loan is repaid in full. (b) All amounts withheld pursuant to the Code or any provisions of any state or local tax law and Section 8.4(a) with respect to any allocation, payment or distribution to any Member shall be treated as amounts paid or distributed to such Member pursuant to Section 8.1 for all purposes under this Agreement. (c) Notwithstanding any other provision of this Agreement, the Company, and the Manager on behalf of the Company, shall not make any distribution or other payment to a Member in respect of its Membership Interest to the extent that such distribution would violate the Act or other applicable law.

Amounts Withheld. (a) Notwithstanding any other provision of this Agreement, the Manager General Partner is authorized to take any action that it determines to be necessary or appropriate to cause the Company Partnership to comply with any withholding requirements established under the Code or any other federal, state or local law including, without limitation, pursuant to Sections 1441, 1442, 1445 and 1446 of the Code. To the extent that the Company Partnership is required to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to any Member Partner or assignee (including by reason of Section 1446 of the Code), either (i) if the actual amount to be distributed to the Member Partner equals or exceeds the amount required to be withheld by the CompanyPartnership, the amount withheld shall be treated as a distribution of cash in the amount of such withholding to such MemberPartner, or (ii) if the actual amount to be distributed to the Member Partner is less than the amount required to be withheld by the CompanyPartnership, the actual amount shall be treated as a distribution of cash in the amount of such withholding and the additional amount required to be withheld shall be treated as a loan (a “Company Partnership Loan”) from the Company Partnership to the Member Partner on the day the Company Partnership pays over such amount to a taxing authority. A Company Partnership Loan shall be repaid through withholding by the Company Partnership with respect to subsequent distributions to the applicable Member Partner or assignee. If a Member Limited Partner (a “Defaulting MemberLimited Partner”) fails to pay any amount owed to the Company Partnership with respect to the Company Partnership Loan within fifteen (15) days after demand for payment thereof is made by the Company Partnership on the MemberLimited Partner, the ManagerGeneral Partner, in its sole and absolute discretion, may elect to make the payment to the Company Partnership on behalf of such Defaulting MemberLimited Partner. In such event, on the date of payment, the Manager General Partner shall be deemed to have extended a loan (a “Manager General Partner Loan”) to the Defaulting Member Limited Partner in the amount of the payment made by the Manager General Partner and shall succeed to all rights and remedies of the Company Partnership against the Defaulting Member Limited Partner as to that amount. Without limitation, the Manager General Partner shall have the right to receive any distributions that otherwise would be made by the Company Partnership to the Defaulting Member Limited Partner until such time as the Manager General Partner Loan has been paid in full, and any such distributions so received by the Manager General Partner shall be treated as having been received by the Defaulting Member Limited Partner and immediately paid to the ManagerGeneral Partner. Any amounts treated as a Company Partnership Loan or a Manager General Partner Loan pursuant to this Section 8.4(a8.6(a) shall bear interest at the lesser of (i) the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The Wall Street Journal, or (ii) the maximum lawful rate of interest on such obligation, such interest to accrue from the date the Company Partnership or the ManagerGeneral Partner, as applicable, is deemed to extend the loan until such loan is repaid in full. (b) All amounts withheld pursuant to the Code or any provisions of any state or local tax law and Section 8.4(a8.6(a) with respect to any allocation, payment or distribution to any Member Partner shall be treated as amounts paid or distributed to such Member Partner pursuant to Section 8.1 hereof for all purposes under this Agreement. (c) Notwithstanding any other provision of this Agreement, the Company, and the Manager on behalf of the Company, shall not make any distribution or other payment to a Member in respect of its Membership Interest to the extent that such distribution would violate the Act or other applicable law.

Amounts Withheld. (a) Notwithstanding any other provision of this Agreement, the Manager is authorized to take any action that it determines to be necessary or appropriate to cause Each Member hereby authorizes the Company to comply withhold from or pay on behalf of or with respect to such Member any withholding requirements established under the Code or any other amount of federal, state state, local or local law including, without limitation, pursuant to Sections 1441, 1442, 1445 and 1446 of foreign taxes that the Code. To the extent Managing Member determines that the Company is required to withhold and or pay over with respect to any taxing authority amount distributable or allocable to such Member pursuant to this Agreement, including, without limitation, any amount resulting from the allocation or distribution of income to any Member or assignee (including by reason of Section 1446 of the Code), either (i) if the actual amount to be distributed to the Member equals or exceeds the amount taxes required to be withheld or paid by the Company pursuant to Code Section 1441, Code Section 1442, Code Section 1445 or Code Section 1446; provided, however, the Managing Member, on behalf of the Company, shall make such filings with state and local authorities in accordance with customary business practices to minimize or eliminate any withholding requirement. Any amount paid on behalf of or with respect to a Member shall constitute a loan by the amount withheld shall be treated as a distribution of cash in the amount of such withholding Company to such Member, which loan shall be repaid by such Member within 15 days after notice from the Managing Member that such payment must be made unless (i) the Company withholds such payment from a distribution that would otherwise be made to the Member or (ii) if the actual amount to be distributed to the Managing Member is less than the amount required to be withheld by the Company, the actual amount shall be treated as a distribution of cash in the amount of such withholding and the additional amount required to be withheld shall be treated as a loan (a “Company Loan”) from the Company to the Member on the day the Company pays over such amount to a taxing authority. A Company Loan shall be repaid through withholding by the Company with respect to subsequent distributions to the applicable Member or assignee. If a Member (a “Defaulting Member”) fails to pay any amount owed to the Company with respect to the Company Loan within fifteen (15) days after demand for payment thereof is made by the Company on the Member, the Managerdetermines, in its sole and absolute discretion, that such payment may be satisfied out of the Available Cash of the Company that would, but for such payment, be distributed to the Member. Any amounts withheld pursuant to the foregoing clauses (i) or (ii) shall be treated as having been distributed to such Member. Each Member hereby unconditionally and irrevocably grants to the Company a security interest in such Member's Membership Interest to secure such Member's obligation to pay to the Company any amounts required to be paid pursuant to this Section 5.3. In the event that a Member fails to pay any amounts owed to the Company pursuant to this Section 5.3 when due, the Managing Member may, in its sole and absolute discretion, elect to make the payment to the Company on behalf of such Defaulting defaulting Member. In , and in such event, on the date of payment, the Manager event shall be deemed to have extended a loan (a “Manager Loan”) loaned such amount to the Defaulting such defaulting Member in the amount of the payment made by the Manager and shall succeed to all rights and remedies of the Company as against the Defaulting such defaulting Member as to that amount. Without (including, without limitation, the Manager shall have the right to receive any distributions that otherwise would be made by the Company to the Defaulting Member until such time as the Manager Loan has been paid in full, and any such distributions so received by the Manager shall be treated as having been received by the Defaulting Member and immediately paid to the Managerdistributions). Any amounts treated as payable by a Company Loan or a Manager Loan pursuant to this Section 8.4(a) Member hereunder shall bear interest at the lesser of Prime Rate plus four (i4) the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The Wall Street Journal, or percentage points (ii) but not higher than the maximum lawful rate of interest on such obligation, such interest to accrue rate) from the date such amount is due (i.e., 15 days after demand) until such amount is paid in full. Each Member shall take such actions as the Company or the Manager, as applicable, is deemed to extend the loan until such loan is repaid in full. (b) All amounts withheld pursuant to the Code or any provisions of any state or local tax law and Section 8.4(a) with respect to any allocation, payment or distribution to any Managing Member shall be treated as amounts paid request in order to perfect or distributed to such Member pursuant to Section 8.1 for all purposes under this Agreementenforce the security interest created hereunder. (c) Notwithstanding any other provision of this Agreement, the Company, and the Manager on behalf of the Company, shall not make any distribution or other payment to a Member in respect of its Membership Interest to the extent that such distribution would violate the Act or other applicable law.

Amounts Withheld. (a) Notwithstanding The Company shall at all times be entitled to make payments with respect to each Member in amounts required to discharge any other provision obligation of this Agreement, the Manager is authorized to take any action that it determines to be necessary or appropriate to cause the Company to comply with withhold or make payments to any withholding requirements established under the Code or any other U.S. federal, state state, local or local law including, without limitation, pursuant to Sections 1441, 1442, 1445 and 1446 of the Code. To the extent that the Company is required to withhold and pay over to any foreign taxing authority any amount resulting from the allocation or distribution of income to any Member or assignee (including by reason of Section 1446 of the Code), either (i) if the actual amount to be distributed to the Member equals or exceeds the amount required to be withheld by the Company, the amount withheld shall be treated as a distribution of cash in the amount of such withholding to such Member, or (ii) if the actual amount to be distributed to the Member is less than the amount required to be withheld by the Company, the actual amount shall be treated as a distribution of cash in the amount of such withholding and the additional amount required to be withheld shall be treated as a loan (a “Company LoanTaxing Authority”) from the Company to the Member on the day the Company pays over such amount to a taxing authority. A Company Loan shall be repaid through withholding by the Company with respect to subsequent distributions to the applicable Member or assignee. If a Member (a “Defaulting Member”) fails to pay any amount owed to the Company with respect to the Company Loan within fifteen (15) days after demand for payment thereof is made by the Company on the Member, the Manager, in its sole and absolute discretion, may elect to make the payment to the Company on behalf of such Defaulting Member. In such event, on the date of payment, the Manager shall be deemed to have extended a loan (a “Manager Loan”) to the Defaulting Member in the amount of the payment made by the Manager and shall succeed to all rights and remedies of the Company against the Defaulting Member as to that amount. Without limitation, the Manager shall have the right to receive any distributions that otherwise would be made by the Company to the Defaulting Member until such time as the Manager Loan has been paid in full, and any such distributions so received by the Manager shall be treated as having been received by the Defaulting Member and immediately paid to the Manager. Any amounts treated as a Company Loan or a Manager Loan pursuant to this Section 8.4(a) shall bear interest at the lesser of (i) the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The Wall Street Journal, or (ii) the maximum lawful rate of interest on such obligation, such interest to accrue from the date the Company or the Manager, as applicable, is deemed to extend the loan until such loan is repaid in full. (b) All amounts withheld pursuant to the Code or any provisions of any state or local tax law and Section 8.4(a) with respect to any allocation, payment issuance of Class B Incentive Units or distribution or allocation of income or gain to any such Member and to withhold (or deduct) the same from distributions to such Member. Any funds withheld from a distribution to a Member by the Company by reason of this Section 4.3 and all taxes incurred directly or indirectly by the Company in respect of a Member shall nonetheless be treated as amounts paid or deemed distributed to such Member pursuant to Section 8.1 for all purposes under this Agreement. . If the Company makes any payment to a Taxing Authority or incurs directly or indirectly any tax in respect of a Member hereunder that is not withheld from actual distributions to such Member, then such Member shall (con demand from the Company) Notwithstanding reimburse the Company for the amount of such payment (and any other provision such reimbursement shall not constitute a capital contribution hereunder). If the amount of such payment is not reimbursed by the applicable Member within ten (10) Business Days of demand for such reimbursement, such Member shall pay to the Company interest, compounded annually, on such amount from the date of such payment until such amount is repaid to the Company at the Prime Rate (and such payment of interest shall not constitute a capital contribution hereunder). The amount of a Member’s reimbursement obligation under this AgreementSection 4.3, to the extent not paid, shall be deducted from the amount of any distributions otherwise payable to such Member by the Company, and any amounts so deducted shall constitute a repayment (to the Manager on behalf extent of such deducted amount) of such Member’s obligation hereunder. Each Member’s reimbursement obligation under this Section 4.3 shall continue after such Member transfers its interest in the Company, after a withdrawal by such Member or after dissolution of the Company. Each Member agrees to furnish the Company with any representations and forms as shall reasonably be requested by the Company to assist it in determining the extent of, shall not make and in fulfilling, any distribution withholding obligations it may have. Each Member shall, to the fullest extent permitted by applicable law, indemnify and hold harmless the Company against all claims, liabilities and expenses of whatever nature relating to the Company’s obligation to withhold and to pay over, or otherwise pay, any withholding or other payment to taxes payable by the Company as a Member result of such Member’s participation in respect of its Membership Interest to the extent that such distribution would violate the Act or other applicable lawCompany.

Amounts Withheld. (a) Notwithstanding any other provision of this Agreement, the Manager is authorized to take any action that it determines to be necessary or appropriate to cause the Company to comply with any withholding requirements established under the Code or any other federal, state or local law including, without limitation, pursuant to Sections 1441, 1442, 1445 and 1446 of the Code. To the extent that the Company is required to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to any Member or assignee (including by reason of Section 1446 of the Code), either (i) if the actual amount to be distributed to the Member equals or exceeds the amount required to be withheld by the Company, the amount withheld shall be treated as a distribution of cash in the amount of such withholding to such Member, or (ii) if the actual amount to be distributed to the Member is less than the amount required to be withheld by the Company, the actual amount shall be treated as a distribution of cash in the amount of such withholding and the additional amount required to be withheld shall be treated as a loan (a “Company Loan”) from the Company to the Member on the day the Company pays over such amount to a taxing authority. A Company Loan shall be repaid through withholding by the Company with respect to subsequent distributions to the applicable Member or assignee. If a Member (a “Defaulting Member”) fails to pay any amount owed to the Company with respect to the Company Loan within fifteen (15) days after demand for payment thereof is made by the Company on the Member, the Manager, in its sole and absolute discretion, may elect to make the payment to the Company on behalf of such Defaulting Member. In such event, on the date of payment, the Manager shall be deemed to have extended a loan (a “Manager Loan”) to the Defaulting Member in the amount of the payment made by the Manager and shall succeed to all rights and remedies of the Company against the Defaulting Member as to that amount. Without limitation, the Manager shall have the right to receive any distributions that otherwise would be made by the Company to the Defaulting Member until such time as the Manager Loan has been paid in full, and any such distributions so received by the Manager shall be treated as having been received by the Defaulting Member and immediately paid to the Manager. Any amounts treated as a Company Loan or a Manager Loan pursuant to this Section 8.4(a) shall bear interest at the lesser of (i) the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The Wall Street Journal, or (ii) the maximum lawful rate of interest on such obligation, such interest to accrue from the date the Company or the Manager, as applicable, is deemed to extend the loan until such loan is repaid in full. (b) All amounts withheld pursuant to the Code or any provisions of any state or local tax law and Section 8.4(a) with respect to any allocation, payment or distribution to the Company or to the Members or any Member allocation of taxable income to the Company or the Members shall be treated as amounts paid or distributed to such Member the Members pursuant to Section 8.1 this Article IX for all purposes under this Agreement. (c) Notwithstanding . The Company is authorized to withhold from distributions, or with respect to allocations, to the Members and to pay over any federal, state or local government any amounts required to be withheld pursuant to the Code or any provisions of any other provision federal, state or local law and shall allocate such amounts to the Members with respect to whom such amounts were withheld. If the amount required to be withheld with respect to a Member exceeds the amount which otherwise would have been distributed to such Member, such Member shall pay to the Company the amount of this Agreementsuch excess within five (5) days after the giving of written demand therefor by the other Member. If such Member (herein called a "Delinquent Member") shall fail to pay such excess within said five-day period, then (i) interest shall accrue thereon at or equal to the lesser of (A) fifteen percent (15%) per annum or (B) the maximum rate permitted by applicable law, (ii) such excess amount together with interest accrued thereon as aforesaid shall be a lien upon the Membership Interest of the Delinquent Member in favor of the Company and may be recovered from the first distributions to which the Delinquent Member would otherwise have been entitled from the Company until such excess amount is fully repaid together with interest thereon as aforesaid, and (iii) the Company, in addition to and without limiting any of its other rights and remedies, may institute an action against the Delinquent Member for collection of such excess amount and interest; in any such action, the Company shall be entitled to recover, in addition to such excess amount and interest, all attorneys' fees, disbursements and court costs incurred by the Company in connection with its efforts to collect the amounts due from such Delinquent Member. In addition, such Delinquent Member shall indemnify and hold harmless the Company and each of the other Members and the Manager on behalf employees of the CompanyCompany from all liabilities, shall not make losses, costs and expenses, including, without limitation, penalties imposed by the Internal Revenue Service or any distribution state or other payment local taxing authority, for failure to a Member in respect remit the required amount of its Membership Interest taxes to the extent that such distribution would violate the Act or other applicable lawappropriate governmental authority.

Amounts Withheld. (a) Notwithstanding Each Member hereby authorizes the Company to withhold from or pay on behalf of or with respect to such Member any other provision amount of federal, state, local, or foreign taxes that the Governing Board determines that the Company is required to withhold or pay with respect to any amount distributable or allocable to such Member pursuant to this Agreement, the Manager is authorized to take any action that it determines to be necessary or appropriate to cause the Company to comply with any withholding requirements established under the Code or any other federal, state or local law including, without limitation, any taxes required to be withheld or paid by the Company pursuant to Sections 1441, 1442, 1445 and 1445, or 1446 of the Code. To the extent that Any amount paid on behalf of or with respect to a Member shall constitute a loan by the Company is required to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to any Member or assignee (including by reason of Section 1446 of the Code), either (i) if the actual amount to be distributed to the Member equals or exceeds the amount required to be withheld by the Company, the amount withheld shall be treated as a distribution of cash in the amount of such withholding to such Member, or (ii) if the actual amount to be distributed to the Member is less than the amount required to be withheld by the Company, the actual amount shall be treated as a distribution of cash in the amount of such withholding and the additional amount required to be withheld shall be treated as a which loan (a “Company Loan”) from the Company to the Member on the day the Company pays over such amount to a taxing authority. A Company Loan shall be repaid through withholding by the Company with respect to subsequent distributions to the applicable such Member or assignee. If a Member (a “Defaulting Member”) fails to pay any amount owed to the Company with respect to the Company Loan within fifteen (15) days after demand for notice from the Governing Board that such payment thereof is must be made by unless (i) the Company on withholds such payment from a distribution which would otherwise be made to the Member, or (ii) the ManagerGoverning Board determines, in its sole and absolute discretion, that such payment may be satisfied out of the available funds of the Company which would, but for such payment, be distributed to the Member. Any amounts withheld pursuant to the foregoing clauses (i) or (ii) shall be treated as having been distributed to such Member. Each Member hereby unconditionally and irrevocably grants to the Company a security interest (which shall be subordinate to any pledge granted to a financial institution as contemplated by Section 12.2) in such Member's Percentage Interest to secure such Member's obligation to pay to the Company any amounts required to be paid pursuant to this Section 7.2. In the event that a Member fails to pay any amounts owed to the Company pursuant to this Section 7.2 when due, the Governing Board may, in its sole and absolute discretion, elect to make the payment to the Company on behalf of such Defaulting Member. In defaulting Member and, until repayment of such eventloan, on the date of payment, the Manager shall be deemed to have extended a loan (a “Manager Loan”) to the Defaulting Member in the amount of the payment made by the Manager and shall succeed to all rights and remedies of the Company against the Defaulting such defaulting Member as to that amount. Without (including, without limitation, the Manager shall have the right to receive any distributions that otherwise would be made by the Company to the Defaulting Member until such time as the Manager Loan has been paid in full, and any such distributions so received by the Manager shall be treated as having been received by the Defaulting Member and immediately paid to the Managerdistributions). Any amounts treated as payable by a Company Loan or a Manager Loan pursuant to this Section 8.4(a) Member hereunder shall bear interest at the lesser of (i) the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The the Wall Street Journal, or plus four percentage points (ii) but not higher than the maximum lawful rate of interest on such obligation, such interest to accrue rate) from the date such amount is due (i.e., fifteen (15) days after demand) until such amount is paid in full. Each Member shall take such actions as the Company or the Manager, as applicable, is deemed Governing Board shall request in order to extend perfect or enforce the loan until such loan is repaid in fullsecurity interest created hereunder. (b) All amounts withheld pursuant to the Code or any provisions of any state or local tax law and Section 8.4(a) with respect to any allocation, payment or distribution to any Member shall be treated as amounts paid or distributed to such Member pursuant to Section 8.1 for all purposes under this Agreement. (c) Notwithstanding any other provision of this Agreement, the Company, and the Manager on behalf of the Company, shall not make any distribution or other payment to a Member in respect of its Membership Interest to the extent that such distribution would violate the Act or other applicable law.

Amounts Withheld. (a) Notwithstanding any other provision of this Agreement, the Manager is authorized to take any action that it determines to be necessary or appropriate to cause Each Member hereby authorizes the Company to comply withhold from or pay on behalf of or with respect to such Member any withholding requirements established under the Code or any other amount of federal, state state, local or local law including, without limitation, pursuant to Sections 1441, 1442, 1445 and 1446 of foreign taxes that the Code. To the extent Managing Member determines that the Company is required to withhold and or pay over with respect to any taxing authority amount distributable or allocable to such Member pursuant to this Agreement, including, without limitation, any amount resulting from the allocation or distribution of income to any Member or assignee (including by reason of Section 1446 of the Code), either (i) if the actual amount to be distributed to the Member equals or exceeds the amount taxes required to be withheld or paid by the CompanyCompany pursuant to Code Section 1441, Code Section 1442, Code Section 1445 or Code Section 1446. Any amount paid on behalf of or with respect to a Member shall constitute a loan by the amount withheld shall be treated as a distribution of cash in the amount of such withholding Company to such Member, or (ii) if the actual amount to be distributed to the Member is less than the amount required to be withheld by the Company, the actual amount shall be treated as a distribution of cash in the amount of such withholding and the additional amount required to be withheld shall be treated as a which loan (a “Company Loan”) from the Company to the Member on the day the Company pays over such amount to a taxing authority. A Company Loan shall be repaid through withholding by the Company with respect to subsequent distributions to the applicable such Member or assignee. If a Member (a “Defaulting Member”) fails to pay any amount owed to the Company with respect to the Company Loan within fifteen (15) days after demand for notice from the Managing Member that such payment thereof is must be made by unless (i) the Company on withholds such payment from a distribution that would otherwise be made to the Member or (ii) the Managing Member determines that such payment may be satisfied out of the Available Cash of the Company that would, but for such payment, be distributed to the Member. Any amounts withheld pursuant to the foregoing clauses (i) or (ii) shall be treated as having been distributed to such Member. Each Member hereby unconditionally and irrevocably grants to the Company a security interest in such Member’s Membership Interest to secure such Member’s obligation to pay to the Company any amounts required to be paid pursuant to this Section 5.3. In the event that a Member fails to pay any amounts owed to the Company pursuant to this Section 5.3 when due, the ManagerManaging Member may, in its sole and absolute discretion, may elect to make the payment to the Company Company, either directly or through an Affiliate, on behalf of such Defaulting defaulting Member. In , and in such event, on the date of payment, the Manager event shall be deemed to have extended a loan (a “Manager Loan”) loaned such amount to the Defaulting such defaulting Member in the amount of the payment made by the Manager and shall succeed to all rights and remedies of the Company as against the Defaulting such defaulting Member as to that amount. Without (including, without limitation, the Manager shall have the right to receive any distributions that otherwise would be made by the Company to the Defaulting Member until such time as the Manager Loan has been paid in full, and any such distributions so received by the Manager shall be treated as having been received by the Defaulting Member and immediately paid to the Managerdistributions). Any amounts treated as payable by a Company Loan or a Manager Loan pursuant to this Section 8.4(a) Member hereunder shall bear interest at the lesser of (i) the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The the Wall Street Journal, or plus four (ii4) percentage points (but not higher than the maximum lawful rate of interest on such obligation, such interest to accrue rate) from the date such amount is due (i.e., fifteen (15) days after demand) until such amount is paid in full. Each Member shall take such actions as the Company or the Manager, as applicable, is deemed to extend the loan until such loan is repaid in full. (b) All amounts withheld pursuant to the Code or any provisions of any state or local tax law and Section 8.4(a) with respect to any allocation, payment or distribution to any Managing Member shall be treated as amounts paid request in order to perfect or distributed to such Member pursuant to Section 8.1 for all purposes under this Agreementenforce the security interest created hereunder. (c) Notwithstanding any other provision of this Agreement, the Company, and the Manager on behalf of the Company, shall not make any distribution or other payment to a Member in respect of its Membership Interest to the extent that such distribution would violate the Act or other applicable law.

Amounts Withheld. (a) Notwithstanding Each Member hereby authorizes the Company to withhold from or pay on behalf of or with respect to such Member any other provision amount of federal, state, local, or foreign taxes that the Governing Board determines that the Company is required to withhold or pay with respect to any amount distributable or allocable to such Member pursuant to this Agreement, the Manager is authorized to take any action that it determines to be necessary or appropriate to cause the Company to comply with any withholding requirements established under the Code or any other federal, state or local law including, without limitation, any taxes required to be withheld or paid by the Company pursuant to Sections 1441, 1442, 1445 and 1445, or 1446 of the Code. To the extent that Any amount paid on behalf of or with respect to a Member shall constitute a loan by the Company is required to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to any Member or assignee (including by reason of Section 1446 of the Code), either (i) if the actual amount to be distributed to the Member equals or exceeds the amount required to be withheld by the Company, the amount withheld shall be treated as a distribution of cash in the amount of such withholding to such Member, or (ii) if the actual amount to be distributed to the Member is less than the amount required to be withheld by the Company, the actual amount shall be treated as a distribution of cash in the amount of such withholding and the additional amount required to be withheld shall be treated as a which loan (a “Company Loan”) from the Company to the Member on the day the Company pays over such amount to a taxing authority. A Company Loan shall be repaid through withholding by the Company with respect to subsequent distributions to the applicable such Member or assignee. If a Member (a “Defaulting Member”) fails to pay any amount owed to the Company with respect to the Company Loan within fifteen (15) days after demand for notice from the Governing Board that such payment thereof is must be made by unless (i) the Company on withholds such payment from a distribution which would otherwise be made to the Member, or (ii) the ManagerGoverning Board determines, in its sole and absolute discretion, that such payment may be satisfied out of the available funds of the Company which would, but for such payment, be distributed to the Member. Any amounts withheld pursuant to the foregoing clauses (i) or (ii) shall be treated as having been distributed to such Member. Each Member hereby unconditionally and irrevocably grants to the Company a security interest (which shall be subordinate to any pledge granted to a financial institution as contemplated by Section 12.2) in such Member's Percentage Interest to secure such Member's obligation to pay to the Company any amounts required to be paid pursuant to this Section 7.2. In the event that a Member fails to pay any amounts owed to the Company pursuant to this Section 7.2 when due, the Governing Board may, in its sole and absolute discretion, elect to make the payment to the Company on behalf of such Defaulting Member. In defaulting Member and, until repayment of such eventloan, on the date of payment, the Manager shall be deemed to have extended a loan (a “Manager Loan”) to the Defaulting Member in the amount of the payment made by the Manager and shall succeed to all rights and remedies of the Company against the Defaulting such defaulting Member as to that amount. Without (including, without limitation, the Manager shall have the right to receive any distributions that otherwise would be made by the Company to the Defaulting Member until such time as the Manager Loan has been paid in full, and any such distributions so received by the Manager shall be treated as having been received by the Defaulting Member and immediately paid to the Managerdistributions). Any amounts treated as payable by a Company Loan or a Manager Loan pursuant to this Section 8.4(a) Member hereunder shall bear interest at the lesser of (i) the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The the Wall Street Journal, or plus four percentage points (ii) but not higher than the maximum lawful rate of interest on such obligation, such interest to accrue rate) from the date such 24 24 amount is due (i.e., fifteen (15) days after demand) until such amount is paid in full. Each Member shall take such actions as the Company or the Manager, as applicable, is deemed Governing Board shall request in order to extend perfect or enforce the loan until such loan is repaid in fullsecurity interest created hereunder. (b) All amounts withheld pursuant to the Code or any provisions of any state or local tax law and Section 8.4(a) with respect to any allocation, payment or distribution to any Member shall be treated as amounts paid or distributed to such Member pursuant to Section 8.1 for all purposes under this Agreement. (c) Notwithstanding any other provision of this Agreement, the Company, and the Manager on behalf of the Company, shall not make any distribution or other payment to a Member in respect of its Membership Interest to the extent that such distribution would violate the Act or other applicable law.

Amounts Withheld. (a) Notwithstanding any other provision of this Agreement, the Manager is authorized to take any action that it determines to be necessary or appropriate to cause Each Member hereby authorizes the Company to comply withhold from or pay on behalf of or with respect to such Member any withholding requirements established under the Code or any other amount of federal, state state, local or local law including, without limitation, pursuant to Sections 1441, 1442, 1445 and 1446 of foreign taxes that the Code. To the extent Managing Member determines that the Company is required to withhold and or pay over with respect to any taxing authority amount distributable or allocable to such Member pursuant to this Agreement, including, without limitation, any taxes required to be withheld or paid by the Company pursuant to Code Section 1441, Code Section 1442, Code Section 1445 or Code Section 1446. Any amount resulting paid on behalf of or with respect to a Member shall constitute a loan by the Company to such Member, which loan shall be repaid by such Member within 15 days after notice from the allocation or distribution of income to any Managing Member or assignee (including by reason of Section 1446 of the Code), either that such payment must be made unless (i) if the actual amount Company withholds such payment from a distribution that would otherwise be made to the Member or (ii) the Managing Member determines that such payment may be satisfied out of the Available Cash of the Company that would, but for such payment, be distributed to the Member equals Member. Any amounts withheld pursuant to the foregoing clauses (i) or exceeds the amount required to be withheld by the Company, the amount withheld (ii) shall be treated as a distribution of cash in the amount of such withholding having been distributed to such Member, or (ii) if . In the actual amount to be distributed to the Member is less than the amount required to be withheld by the Company, the actual amount shall be treated as a distribution of cash in the amount of such withholding and the additional amount required to be withheld shall be treated as a loan (a “Company Loan”) from the Company to the Member on the day the Company pays over such amount to a taxing authority. A Company Loan shall be repaid through withholding by the Company with respect to subsequent distributions to the applicable Member or assignee. If event that a Member (a “Defaulting Member”) fails to pay any amount amounts owed to the Company with respect pursuant to the Company Loan within fifteen (15) days after demand for payment thereof is made by the Company on the Memberthis Section 5.3 when due, the ManagerManaging Member may, in its sole and absolute discretion, may elect to make the payment to the Company Company, either directly or through an Affiliate, on behalf of such Defaulting defaulting Member. In , and in such event, on the date of payment, the Manager event shall be deemed to have extended a loan (a “Manager Loan”) loaned such amount to the Defaulting such defaulting Member in the amount of the payment made by the Manager and shall succeed to all rights and remedies of the Company as against the Defaulting such defaulting Member as to that amount. Without (including, without limitation, the Manager shall have the right to receive any distributions that otherwise would be made by the Company to the Defaulting Member until such time as the Manager Loan has been paid in full, and any such distributions so received by the Manager shall be treated as having been received by the Defaulting Member and immediately paid to the Managerdistributions). Any amounts treated as payable by a Company Loan or a Manager Loan pursuant to this Section 8.4(a) Member hereunder shall bear interest at the lesser of (i) the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The the Wall Street Journal, or plus four (ii4) percentage points (but not higher than the maximum lawful rate of interest on such obligation, such interest to accrue rate) from the date such amount is due (i.e., 15 days after demand) until such amount is paid in full. Each Member shall take such actions as the Company or the Manager, as applicable, is deemed to extend the loan until such loan is repaid in full. (b) All amounts withheld pursuant to the Code or any provisions of any state or local tax law and Section 8.4(a) with respect to any allocation, payment or distribution to any Managing Member shall be treated as amounts paid request in order to perfect or distributed to such Member pursuant to Section 8.1 for all purposes under this Agreementenforce the security interest created hereunder. (c) Notwithstanding any other provision of this Agreement, the Company, and the Manager on behalf of the Company, shall not make any distribution or other payment to a Member in respect of its Membership Interest to the extent that such distribution would violate the Act or other applicable law.

Amounts Withheld. (a) Notwithstanding any other provision of this Agreement, the Manager is authorized to take any action that it determines to be necessary or appropriate to cause Each Member hereby authorizes the Company to comply withhold from or pay on behalf of or with respect to such Member any withholding requirements established under the Code or any other amount of federal, state state, local or local law including, without limitation, pursuant to Sections 1441, 1442, 1445 and 1446 of foreign taxes that the Code. To the extent Managing Member determines that the Company is required to withhold and or pay over with respect to any taxing authority amount distributable or allocable to such Member pursuant to this Agreement, including, without limitation, any taxes required to be withheld or paid by the Company pursuant to Code Section 1441, Code Section 1442, Code Section 1445 or Code Section 1446. Any amount resulting paid on behalf of or with respect to a Member shall constitute a loan by the Company to such Member, which loan shall be repaid by such Member within 15 days after notice from the allocation or distribution of income to any Managing Member or assignee (including by reason of Section 1446 of the Code), either that such payment must be made unless (i) if the actual amount Company withholds such payment from a distribution that would otherwise be made to the Member or (ii) the Managing Member determines that such payment may be satisfied out of the Available Cash of the Company that would, but for such payment, be distributed to the Member equals Member. Any amounts withheld pursuant to the foregoing clauses (i) or exceeds the amount required to be withheld by the Company, the amount withheld (ii) shall be treated as a distribution of cash in the amount of such withholding having been distributed to such Member, or (ii) if the actual amount to be distributed . Each Member hereby unconditionally and irrevocably grants to the Member is less than Company a security interest in such Member’s Membership Interest to secure such Member’s obligation to pay to the amount Company any amounts required to be withheld by paid pursuant to this Section 5.3. In the Company, the actual amount shall be treated as a distribution of cash in the amount of such withholding and the additional amount required to be withheld shall be treated as a loan (a “Company Loan”) from the Company to the Member on the day the Company pays over such amount to a taxing authority. A Company Loan shall be repaid through withholding by the Company with respect to subsequent distributions to the applicable Member or assignee. If event that a Member (a “Defaulting Member”) fails to pay any amount amounts owed to the Company with respect pursuant to the Company Loan within fifteen (15) days after demand for payment thereof is made by the Company on the Memberthis Section 5.3 when due, the ManagerManaging Member may, in its sole and absolute discretion, may elect to make the payment to the Company Company, either directly or through an Affiliate, on behalf of such Defaulting defaulting Member. In , and in such event, on the date of payment, the Manager event shall be deemed to have extended a loan (a “Manager Loan”) loaned such amount to the Defaulting such defaulting Member in the amount of the payment made by the Manager and shall succeed to all rights and remedies of the Company as against the Defaulting such defaulting Member as to that amount. Without (including, without limitation, the Manager shall have the right to receive any distributions that otherwise would be made by the Company to the Defaulting Member until such time as the Manager Loan has been paid in full, and any such distributions so received by the Manager shall be treated as having been received by the Defaulting Member and immediately paid to the Managerdistributions). Any amounts treated as payable by a Company Loan or a Manager Loan pursuant to this Section 8.4(a) Member hereunder shall bear interest at the lesser of (i) the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The the Wall Street Journal, or plus four (ii4) percentage points (but not higher than the maximum lawful rate of interest on such obligation, such interest to accrue rate) from the date such amount is due (i.e., 15 days after demand) until such amount is paid in full. Each Member shall take such actions as the Company or the Manager, as applicable, is deemed to extend the loan until such loan is repaid in full. (b) All amounts withheld pursuant to the Code or any provisions of any state or local tax law and Section 8.4(a) with respect to any allocation, payment or distribution to any Managing Member shall be treated as amounts paid request in order to perfect or distributed to such Member pursuant to Section 8.1 for all purposes under this Agreementenforce the security interest created hereunder. (c) Notwithstanding any other provision of this Agreement, the Company, and the Manager on behalf of the Company, shall not make any distribution or other payment to a Member in respect of its Membership Interest to the extent that such distribution would violate the Act or other applicable law.

Amounts Withheld. (a) Notwithstanding any other provision of this Agreement, the Manager is authorized to take any action that it determines to be necessary or appropriate to cause the Company to comply with any withholding requirements established under the Code or any other federal, state or local law including, without limitation, pursuant to Sections 1441, 1442, 1445 and 1446 of the Code. To the extent that the Company is required to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to any Member or assignee (including by reason of Section 1446 of the Code), either (i) if the actual amount to be distributed to the Member equals or exceeds the amount required to be withheld by the Company, the amount withheld shall be treated as a distribution of cash in the amount of such withholding to such Member, or (ii) if the actual amount to be distributed to the Member is less than the amount required to be withheld by the Company, the actual amount shall be treated as a distribution of cash in the amount of such withholding and the additional amount required to be withheld shall be treated as a loan (a “Company Loan”) from the Company to the Member on the day the Company pays over such amount to a taxing authority. A Company Loan shall be repaid through withholding by the Company with respect to subsequent distributions to the applicable Member or assignee. If a Member (a “Defaulting Member”) fails to pay any amount owed to the Company with respect to the Company Loan within fifteen (15) days after demand for payment thereof is made by the Company on the Member, the Manager, in its sole and absolute discretion, may elect to make the payment to the Company on behalf of such Defaulting Member. In such event, on the date of payment, the Manager shall be deemed to have extended a loan (a “Manager Loan”) to the Defaulting Member in the amount of the payment made by the Manager and shall succeed to all rights and remedies of the Company against the Defaulting Member as to that amount. Without limitation, the Manager shall have the right to receive any distributions that otherwise would be made by the Company to the Defaulting Member until such time as the Manager Loan has been paid in full, and any such distributions so received by the Manager shall be treated as having been received by the Defaulting Member and immediately paid to the Manager. Any amounts treated as a Company Loan or a Manager Loan pursuant to this Section 8.4(a) shall bear interest at the lesser of (i) the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The Wall Street Journal, or (ii) the maximum lawful rate of interest on such obligation, such interest to accrue from the date the Company or the Manager, as applicable, is deemed to extend the loan until such loan is repaid in full. (b) All amounts withheld pursuant to the Code or any provisions of any state or local tax law and Section 8.4(a) with respect to any allocation, payment or distribution to the Company or to the Members or any Member allocation of taxable income to the Company or the Members shall be treated as amounts paid or distributed to such Member the Members pursuant to Section 8.1 this Article for all purposes under this Agreement. (c) Notwithstanding . The Company is authorized to withhold from distributions, or with respect to allocations, to the Members and to pay over any federal, state or local government any amounts required to be withheld pursuant to the Code or any provisions of any other provision federal, state or local law and shall allocate such amounts to the Members with respect to whom such amounts were withheld. If the amount required to be withheld with respect to a Member exceeds the amount which otherwise would have been distributed to such Member, such Member shall pay to the Company the amount of this Agreementsuch excess within five days after the giving of written demand therefore by the other Member(s). If such Member (herein called a “Delinquent Member”) shall fail to pay such excess within said five day period, then (i) interest shall accrue thereon at or equal to the lesser of 24% per annum or the maximum rate permitted by law, (ii) such excess amount together with interest accrued thereon as aforesaid shall be a lien upon the Units of the Delinquent Member in favor of the Company and may be recovered from the first distributions to which the Delinquent Member would otherwise have been entitled from the Company until such excess amount is fully repaid together with interest thereon as aforesaid, and (iii) the Company, in addition to and without limiting any of its other rights and remedies, may institute an action against the Delinquent Member for collection of such excess amount and interest; in any such action, the Company shall be entitled to recover, in addition to such excess amount and interest, all reasonable attorneys’ fees, disbursements and court costs incurred by the Company in connection with its efforts to collect the amounts due from such Delinquent Member. In addition, such Delinquent Member shall indemnify and hold harmless the Company and each of the other Members and the Manager on behalf employees of the CompanyCompany from all liabilities, shall not make losses, costs and expenses, including, without limitation, penalties imposed by the Internal Revenue Service or any distribution state or other payment local taxing authority, for failure to a Member in respect remit the required amount of its Membership Interest taxes to the extent that such distribution would violate the Act or other applicable lawappropriate governmental authority.

Amounts Withheld. (a) Notwithstanding The Company shall at all times be entitled to make payments with respect to each Member in amounts required to discharge any other provision obligation of this Agreement, the Manager is authorized to take any action that it determines to be necessary or appropriate to cause the Company to comply with withhold or make payments to any withholding requirements established under the Code or any other U.S. federal, state state, local or local law including, without limitation, pursuant to Sections 1441, 1442, 1445 and 1446 of the Code. To the extent that the Company is required to withhold and pay over to any foreign taxing authority any amount resulting from the allocation or distribution of income to any Member or assignee (including by reason of Section 1446 of the Code), either (i) if the actual amount to be distributed to the Member equals or exceeds the amount required to be withheld by the Company, the amount withheld shall be treated as a distribution of cash in the amount of such withholding to such Member, or (ii) if the actual amount to be distributed to the Member is less than the amount required to be withheld by the Company, the actual amount shall be treated as a distribution of cash in the amount of such withholding and the additional amount required to be withheld shall be treated as a loan (a “Company LoanTaxing Authority”) from the Company to the Member on the day the Company pays over such amount to a taxing authority. A Company Loan shall be repaid through withholding by the Company with respect to subsequent distributions to the applicable Member or assignee. If a Member (a “Defaulting Member”) fails to pay any amount owed to the Company with respect to the Company Loan within fifteen (15) days after demand for payment thereof is made by the Company on the Member, the Manager, in its sole and absolute discretion, may elect to make the payment to the Company on behalf of such Defaulting Member. In such event, on the date of payment, the Manager shall be deemed to have extended a loan (a “Manager Loan”) to the Defaulting Member in the amount of the payment made by the Manager and shall succeed to all rights and remedies of the Company against the Defaulting Member as to that amount. Without limitation, the Manager shall have the right to receive any distributions that otherwise would be made by the Company to the Defaulting Member until such time as the Manager Loan has been paid in full, and any such distributions so received by the Manager shall be treated as having been received by the Defaulting Member and immediately paid to the Manager. Any amounts treated as a Company Loan or a Manager Loan pursuant to this Section 8.4(a) shall bear interest at the lesser of (i) the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The Wall Street Journal, or (ii) the maximum lawful rate of interest on such obligation, such interest to accrue from the date the Company or the Manager, as applicable, is deemed to extend the loan until such loan is repaid in full. (b) All amounts withheld pursuant to the Code or any provisions of any state or local tax law and Section 8.4(a) with respect to any allocation, payment issuance of Units or distribution or allocation of income or gain to any such Member and to withhold (or deduct) the same from distributions to such Member. Any funds withheld from a distribution to a Member by the Company by reason of this Section 4.3 and all taxes incurred directly or indirectly by the Company in respect of a Member shall nonetheless be treated as amounts paid or deemed distributed to such Member pursuant to Section 8.1 for all purposes under this Agreement. . If the Company makes any payment to a Taxing Authority or incurs directly or indirectly any tax in respect of a Member hereunder that is not withheld from actual distributions to such Member, then such Member shall (con demand from the Company) Notwithstanding reimburse the Company for the amount of such payment (and any other provision such reimbursement shall not constitute a capital contribution hereunder). If the amount of such payment is not reimbursed by the applicable Member within ten (10) Business Days of demand for such reimbursement, such Member shall pay to the Company interest, compounded annually, on such amount from the date of such payment until such amount is repaid to the Company at the Prime Rate (and such payment of interest shall not constitute a capital contribution hereunder). The amount of a Member’s reimbursement obligation under this AgreementSection 4.3, to the extent not paid, shall be deducted from the amount of any distributions otherwise payable to such Member by the Company, and any amounts so deducted shall constitute a repayment (to the Manager on behalf extent of such deducted amount) of such Member’s obligation hereunder. Each Member’s reimbursement obligation under this Section 4.3 shall continue after such Member transfers its interest in the Company, after a withdrawal by such Member or after dissolution of the Company. Each Member agrees to furnish the Company with any representations and forms as shall reasonably be requested by the Company to assist it in determining the extent of, shall not make and in fulfilling, any distribution withholding obligations it may have. Each Member shall, to the fullest extent permitted by applicable law, indemnify and hold harmless the Company against all claims, liabilities and expenses of whatever nature relating to the Company’s obligation to withhold and to pay over, or otherwise pay, any withholding or other payment to taxes payable by the Company as a Member result of such Member’s participation in respect of its Membership Interest to the extent that such distribution would violate the Act or other applicable lawCompany.

Amounts Withheld. (a) Notwithstanding any other provision of this Agreement, the Manager is authorized to take any action that it determines to be necessary or appropriate to cause the Company to comply with any withholding requirements established under the Code or any other federal, state or local law including, without limitation, pursuant to Sections 1441, 1442, 1445 and 1446 of the Code. To the extent that the Company is required to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to any Member or assignee (including by reason of Section 1446 of the Code), either (i) if the actual amount to be distributed to the Member equals or exceeds the amount required to be withheld by the Company, the amount withheld shall be treated as a distribution of cash in the amount of such withholding to such Member, or (ii) if the actual amount to be distributed to the Member is less than the amount required to be withheld by the Company, the actual amount shall be treated as a distribution of cash in the amount of such withholding and the additional amount required to be withheld shall be treated as a loan (a “Company Loan”) from the Company to the Member on the day the Company pays over such amount to a taxing authority. A Company Loan shall be repaid through withholding by the Company with respect to subsequent distributions to the applicable Member or assignee. If a Member (a “Defaulting Member”) fails to pay any amount owed to the Company with respect to the Company Loan within fifteen (15) days after demand for payment thereof is made by the Company on the Member, the Manager, in its sole and absolute discretion, may elect to make the payment to the Company on behalf of such Defaulting Member. In such event, on the date of payment, the Manager shall be deemed to have extended a loan (a “Manager Loan”) to the Defaulting Member in the amount of the payment made by the Manager and shall succeed to all rights and remedies of the Company against the Defaulting Member as to that amount. Without limitation, the Manager shall have the right to receive any distributions that otherwise would be made by the Company to the Defaulting Member until such time as the Manager Loan has been paid in full, and any such distributions so received by the Manager shall be treated as having been received by the Defaulting Member and immediately paid to the Manager. Any amounts treated as a Company Loan or a Manager Loan pursuant to this Section 8.4(a) shall bear interest at the lesser of (i) the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The Wall Street Journal, or (ii) the maximum lawful rate of interest on such obligation, such interest to accrue from the date the Company or the Manager, as applicable, is deemed to extend the loan until such loan is repaid in full. (b) All amounts withheld pursuant to the Code or any provisions of any state or local tax law and Section 8.4(a) with respect to any allocation, payment or distribution to the Company or to the Members or any Member allocation of taxable income to the Company or the Members shall be treated as amounts paid or distributed to such Member the Members pursuant to Section 8.1 this ARTICLE 9 for all purposes under this Agreement. (c) Notwithstanding . The Company is authorized to withhold from distributions, to the Members and to pay over any federal, state or local government any amounts required to be withheld pursuant to the Code or any provisions of any other provision federal, state or local law and shall allocate such amounts to the Members with respect to whom such amounts were withheld. If the amount required to be withheld with respect to a Member exceeds the amount which otherwise would have been distributed to such Member, such Member shall pay to the Company the amount of this Agreementsuch excess within five (5) days after the giving of written demand therefor by the Company. If such Member (herein called a "DELINQUENT MEMBER") shall fail to pay such excess within said five-day period, and such amount is paid by the Company or such amount is advanced to the Company by another Member, such amount shall be deemed loaned to such Member, repayable with interest at the rate of twelve percent (12%) per annum, compounded monthly. The Company, in addition to and without limiting any of its other rights and remedies, may institute an action against the Delinquent Member for collection of such excess amount and interest; in any such action, the CompanyCompany shall be entitled to recover, in addition to such excess amount and interest, all attorneys' fees, disbursements and court costs incurred by the Company in connection with its efforts to collect the amounts due from such Delinquent Member. In addition, such Delinquent Member shall indemnify and hold harmless the Company and its Affiliates, and their respective managers, the Manager and officers, and the Manager on behalf other Members and the employees of the Company, shall not make any distribution or other payment to a Member in respect Company and each of its Membership Interest subsidiaries from all liabilities, losses, costs and expenses, including, without limitation, penalties imposed by the Internal Revenue Service or any state or local taxing authority, for failure to remit the required amount of taxes to the extent that appropriate governmental authority. Any amount withheld by the Company pursuant to this SECTION 9.5 shall be deemed distributed to such distribution would violate Member for purposes of determining the Act or other applicable lawdistributions to be made to such Member pursuant to SECTION 9.1.

Amounts Withheld. (a) Notwithstanding any other provision of this Agreement, the Manager is authorized to take any action that it determines to be necessary or appropriate to cause the Company to comply with any withholding requirements established under the Code or any other federal, state or local law including, without limitation, pursuant to Sections 1441, 1442, 1445 and 1446 of the Code. To the extent that the Company is required to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to any Member or assignee (including by reason of Section 1446 of the Code), either (i) if the actual amount to be distributed Agreement to the Member equals or exceeds the amount required to be withheld by contrary, neither the Company, nor the amount withheld shall be treated as a distribution of cash in the amount of such withholding to such Member, or (ii) if the actual amount to be distributed to the Managing Member is less than the amount required to be withheld by the Company, the actual amount shall be treated as a distribution of cash in the amount of such withholding and the additional amount required to be withheld shall be treated as a loan (a “Company Loan”) from the Company to the Member on the day the Company pays over such amount to a taxing authority. A Company Loan shall be repaid through withholding by the Company with respect to subsequent distributions to the applicable Member or assignee. If a Member (a “Defaulting Member”) fails to pay any amount owed to the Company with respect to the Company Loan within fifteen (15) days after demand for payment thereof is made by the Company on the Member, the Manager, in its sole and absolute discretion, may elect to make the payment to the Company on behalf of such Defaulting Member. In such event, on the date of payment, the Manager shall be deemed to have extended a loan (a “Manager Loan”) to the Defaulting Member in the amount of the payment made by the Manager and shall succeed to all rights and remedies of the Company against the Defaulting Member as to that amount. Without limitation, the Manager shall have the right to receive any distributions that otherwise would be made by the Company to the Defaulting Member until such time as the Manager Loan has been paid in full, and any such distributions so received by the Manager shall be treated as having been received by the Defaulting Member and immediately paid to the Manager. Any amounts treated as a Company Loan or a Manager Loan pursuant to this Section 8.4(a) shall bear interest at the lesser of (i) the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The Wall Street Journal, or (ii) the maximum lawful rate of interest on such obligation, such interest to accrue from the date the Company or the Manager, as applicable, is deemed to extend the loan until such loan is repaid in full. (b) All amounts withheld pursuant to the Code or any provisions of any state or local tax law and Section 8.4(a) with respect to any allocation, payment or distribution to any Member shall be treated as amounts paid or distributed to such Member pursuant to Section 8.1 for all purposes under this Agreement. (c) Notwithstanding any other provision of this Agreement, the Company, and the Manager on behalf of the Company, shall not make any distribution or other payment to a any Member in respect of its Membership Interest to the extent that under this Article V if such distribution or payment would violate the Act or other applicable law. (b) Unless treated as a Tax Payment Loan (as hereinafter defined), any amount paid by the Company for or with respect to any Member on account of any withholding tax or other tax payable with respect to the income, profits or distributions of the Company pursuant to the Code, the Treasury Regulations, or any state or local statute, regulation or ordinance requiring such payment (a “Withholding Tax Act”) shall be treated as a distribution to such Member for all purposes of this Agreement, consistent with the character or source of the income, profits or cash which gave rise to the payment or withholding obligation. To the extent that the amount required to be remitted by the Company under the Withholding Tax Act exceeds the amount then otherwise distributable to such Member, the excess shall constitute a loan from the Company to such Member (a “Tax Payment Loan”) which shall be payable upon demand and shall bear interest, from the date that the Company makes the payment to the relevant taxing authority, at the same rate of interest applicable to Member Loans in Section 4.3 hereof; provided, however, that the Company may require that a Member remit to the Company 100% of the amount otherwise required to be remitted by the Company under the Withholding Tax Act at least three business days before the date upon which the Company is required to make the remittance and such Member shall remit that amount to the Company, so long as the Company has provided ten (10) days’ notice, and provided, further, that with respect to a former Member, the Company must require such former Member to remit the withheld tax or other amounts to be paid at least three (3) business days in advance. So long as any Tax Payment Loan or the interest thereon remains unpaid, the Company shall make future distributions due to such Member under this Agreement by applying the amount of any such distribution first to the payment of any unpaid interest on all Tax Payment Loans of such Member and then to the repayment of the principal of all Tax Payment Loans of such Member; provided, however, that nothing in the foregoing shall diminish a Member's obligation to advance funds to enable the Company to remit any amount payable with respect to that Member as provided above in this paragraph. Notwithstanding any provision of this Agreement to the contrary, the Managing Member shall have the authority to take all actions necessary to enable the Company to comply with the provisions of any Withholding Tax Act applicable to the Company and to carry out the provisions of this Section 5.2. Nothing in this Section 5.2 shall create any obligation on the Managing Member to advance funds to the Company or to borrow funds from third parties in order to make any payments on account of any liability of the Company under a Withholding Tax Act.

Amounts Withheld. (a) Notwithstanding any other provision of this Agreement, the Manager is authorized to take any action that it determines to be necessary or appropriate to cause Each Member hereby authorizes the Company to comply withhold from or pay on behalf of or with respect to such Member any withholding requirements established under the Code or any other amount of federal, state state, local or local law including, without limitation, pursuant to Sections 1441, 1442, 1445 and 1446 of foreign taxes that the Code. To the extent Board determines that the Company is required to withhold and or pay over with respect to any taxing authority amount distributable or allocable to such Member pursuant to this Agreement, including, without limitation, any amount resulting from the allocation or distribution of income to any Member or assignee (including by reason of Section 1446 of the Code), either (i) if the actual amount to be distributed to the Member equals or exceeds the amount taxes required to be withheld or paid by the CompanyCompany pursuant to Code Sections 1441, 1442, 1445 or 1446. Any amount paid on behalf of or with respect to a Imperium Grays Harbor, LLC Operating Agreement Member shall constitute a loan by the amount withheld shall be treated as a distribution of cash in the amount of such withholding Company to such Member, or which loan shall be repaid by such Member within 15 days after notice from the Board that such payment must be made unless (iia) if the actual amount to Company withholds such payment from a distribution that would otherwise be distributed made to the Member is less than or (b) the amount required to be withheld by the Company, the actual amount shall be treated as a distribution of cash in the amount of such withholding and the additional amount required to be withheld shall be treated as a loan (a “Company Loan”) from the Company to the Member on the day the Company pays over such amount to a taxing authority. A Company Loan shall be repaid through withholding by the Company with respect to subsequent distributions to the applicable Member or assignee. If a Member (a “Defaulting Member”) fails to pay any amount owed to the Company with respect to the Company Loan within fifteen (15) days after demand for payment thereof is made by the Company on the Member, the ManagerBoard determines, in its sole and absolute discretion, that such payment may be satisfied out of the Available Cash of the Company that would, but for such payment, be distributed to the Member. Any amounts withheld pursuant to the foregoing clauses (a) or (b) shall be treated as having been distributed to such Member. Each Member hereby unconditionally and irrevocably grants to the Company a security interest in such Member’s Membership Interest to secure such Member’s obligation to pay to the Company any amounts required to be paid pursuant to this Section 6.5. In the event that a Member fails to pay any amounts owed to the Company pursuant to this Section 6.5 when due, the Board may, in its sole and absolute discretion, elect to make the payment to the Company on behalf of such Defaulting defaulting Member. In , and in such event, on the date of payment, the Manager event shall be deemed to have extended a loan (a “Manager Loan”) loaned such amount to the Defaulting such defaulting Member in the amount of the payment made by the Manager and shall succeed to all rights and remedies of the Company as against the Defaulting such defaulting Member as to that amount. Without (including, without limitation, the Manager shall have the right to receive distributions). To the extent any distributions that otherwise would be made by the Company to the Defaulting Member until such time as the Manager Loan has been paid in full, and any such distributions so received by the Manager shall be treated as having been received by the Defaulting Member and immediately paid to the Manager. Any amounts treated as non-withholding tax (including a Company Loan or a Manager Loan pursuant to this Section 8.4(atax based upon income) shall bear interest at the lesser of (i) the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The Wall Street Journal, or (ii) the maximum lawful rate of interest on such obligation, such interest to accrue from the date the Company or the Manager, as applicable, is deemed to extend the loan until such loan is repaid in full. (b) All amounts withheld pursuant to the Code or any provisions of any state or local tax law and Section 8.4(a) with respect to any allocation, payment or distribution to any Member shall be treated as amounts paid or distributed to such Member pursuant to Section 8.1 for all purposes under this Agreement. (c) Notwithstanding any other provision of this Agreement, assessed directly against the Company, that tax shall be deemed an expense of the Company and the Manager not treated as paid on behalf of the Company, shall not make any distribution or other payment to a Member in respect of its Membership Interest to the extent that such distribution would violate the Act or other applicable lawMembers.

Amounts Withheld. (a) Notwithstanding The Company may withhold from distributions, allocations or portions thereof if it is required to do so by any other provision of this Agreementapplicable rule, the Manager is authorized to take any action that it determines to be necessary regulation or appropriate to cause law, and each Member hereby authorizes the Company to comply withhold or pay on behalf of or with respect to such Member any withholding requirements established under the Code or any other amount of U.S. federal, state state, or local law includingor non-U.S. taxes that the Board determines, without limitationin good faith, pursuant to Sections 1441, 1442, 1445 and 1446 of the Code. To the extent that the Company is required to withhold and or pay over to any taxing authority any amount resulting from the allocation or distribution of income to any Member or assignee (including by reason of Section 1446 of the Code), either (i) if the actual amount to be distributed to the Member equals or exceeds the amount required to be withheld by the Company, the amount withheld shall be treated as a distribution of cash in the amount of such withholding to such Member, or (ii) if the actual amount to be distributed to the Member is less than the amount required to be withheld by the Company, the actual amount shall be treated as a distribution of cash in the amount of such withholding and the additional amount required to be withheld shall be treated as a loan (a “Company Loan”) from the Company to the Member on the day the Company pays over such amount to a taxing authority. A Company Loan shall be repaid through withholding by the Company with respect to subsequent distributions to the applicable Member or assignee. If a Member (a “Defaulting Member”) fails to pay any amount owed distributable or allocable to the Company with respect to the Company Loan within fifteen (15) days after demand for payment thereof is made by the Company on the Member, the Manager, in its sole and absolute discretion, may elect to make the payment to the Company on behalf of such Defaulting Member. In such event, on the date of payment, the Manager shall be deemed to have extended a loan (a “Manager Loan”) to the Defaulting Member in the amount of the payment made by the Manager and shall succeed to all rights and remedies of the Company against the Defaulting Member as to that amount. Without limitation, the Manager shall have the right to receive any distributions that otherwise would be made by the Company to the Defaulting Member until such time as the Manager Loan has been paid in full, and any such distributions so received by the Manager shall be treated as having been received by the Defaulting Member and immediately paid to the Manager. Any amounts treated as a Company Loan or a Manager Loan pursuant to this Section 8.4(a) shall bear interest at the lesser of (i) the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The Wall Street Journal, or (ii) the maximum lawful rate of interest on such obligation, such interest to accrue from the date the Company or the Manager, as applicable, is deemed to extend the loan until such loan is repaid in full. (b) Agreement. All amounts of tax withheld pursuant to the Code or the Regulations or any provisions of any state U.S. federal, state, or local or non-U.S. tax law and Section 8.4(a) with respect to any allocation, payment or distribution Distribution to any Member the Members or with respect to an allocation of Profits to the Members shall be treated as amounts paid or distributed to such Member the Members pursuant to this Section 8.1 5 for all purposes under this Agreement. The Board may allocate any such amounts withheld among the Members in any manner that is in accordance with applicable law (taking into account the extent to which the amount withheld may vary among the Members based upon the identity and tax status of each Member). The Members shall be required, upon request by the Board, to (i) fund their share of any applicable withholding taxes, and (ii) take such actions and provide the Board with such information as may be reasonably requested by the Board in order to minimize any amount which may be required to be withheld, including the execution and delivery to the Board of any applicable forms under the Code or other applicable tax law. (b) None of the Company, the Board, any Member, any Officer or the Partnership Representative shall be liable for any excess taxes withheld, in good faith, in respect of any other Member’s Membership Interests, and, in the event of overwithholding, such other Member’s sole recourse shall be to apply for a refund from the applicable taxing authority; provided, however, such withholding party will, prior to any deduction or withholding, use commercially reasonable efforts to notify such Member of any anticipated withholding, and reasonably cooperate with such Member to minimize the amount of any applicable withholding to such Member. (c) Notwithstanding In the event that the Company, or any Member or any Affiliate thereof, becomes liable as a result of a failure to withhold and remit taxes in respect of any other provision of Member (the “Underwithheld Member”), then, in addition to any indemnities for which the Underwithheld Member may be liable under this Agreement, to the fullest extent permitted by law, such Underwithheld Member shall indemnify and hold harmless the Company, or the other Members, as the case may be, in respect of all taxes, including interest and penalties, and any expenses incurred in any examination, determination, resolution, and payment of such liability. The provisions contained in this Section 5.2(a) shall survive the termination of the Company and the Manager on behalf withdrawal of any Member. (d) Each Member covenants for itself, its successors, assigns, heirs and personal representatives that such Person will, at any time prior to or after the dissolution of the Company, shall not make on demand, whether before or after such Person’s withdrawal from the Company, pay to the Company (as a Capital Contribution without any distribution or other payment change in such Person’s Percentage Interest) any amount which the Company properly pays to a Member the applicable taxing authority in respect of its Membership Interest taxes (including withholding taxes) imposed upon income of or Distributions to such Member, to the extent that such distribution would violate the Act or other applicable lawamounts have not been withheld from amounts otherwise distributable to such Member.

Amounts Withheld. (a) Notwithstanding any other provision of this Agreement, the Manager is authorized to take any action that it determines to be necessary or appropriate to cause Each Member hereby authorizes the Company to comply withhold from or pay on behalf of or with respect to such Member any withholding requirements established under the Code or any other amount of federal, state state, local or local law including, without limitation, pursuant to Sections 1441, 1442, 1445 and 1446 of foreign taxes that the Code. To the extent Board determines that the Company is required to withhold and or pay over with respect to any taxing authority amount distributable or allocable to such Member pursuant to this Agreement, including, without limitation, any amount resulting from the allocation or distribution of income to any Member or assignee (including by reason of Section 1446 of the Code), either (i) if the actual amount to be distributed to the Member equals or exceeds the amount taxes required to be withheld or paid by the CompanyCompany pursuant to Code Sections 1441, 1442, 1445 or 1446. Any amount paid on behalf of or with respect to a Member shall constitute a loan by the amount withheld shall be treated as a distribution of cash in the amount of such withholding Company to such Member, or which loan shall be repaid by such Member within 15 days after notice from the Board that such payment must be made unless (iia) if the actual amount to Company withholds such payment from a distribution that would otherwise be distributed made to the Member is less than or (b) the amount required to be withheld by the Company, the actual amount shall be treated as a distribution of cash in the amount of such withholding and the additional amount required to be withheld shall be treated as a loan (a “Company Loan”) from the Company to the Member on the day the Company pays over such amount to a taxing authority. A Company Loan shall be repaid through withholding by the Company with respect to subsequent distributions to the applicable Member or assignee. If a Member (a “Defaulting Member”) fails to pay any amount owed to the Company with respect to the Company Loan within fifteen (15) days after demand for payment thereof is made by the Company on the Member, the ManagerBoard determines, in its sole and absolute discretion, that such payment may be satisfied out of the Available Cash of the Company that would, but for such payment, be distributed to the Member. Any amounts withheld pursuant to the foregoing clauses (a) or (b) shall be treated as having been distributed to such Member. Each Member hereby unconditionally and irrevocably grants to the Company a security interest in such Member's Membership Interest to secure such Member's obligation to pay to the Company any amounts required to be paid pursuant to this Section 6.5. In the event that a Member fails to pay any amounts owed to the Company pursuant to this Section 6.5 when due, the Board may, in its sole and absolute discretion, elect to make the payment to the Company on behalf of such Defaulting defaulting Member. In , and in such event, on the date of payment, the Manager event shall be deemed to have extended a loan (a “Manager Loan”) loaned such amount to the Defaulting such defaulting Member in the amount of the payment made by the Manager and shall succeed to all rights and remedies of the Company as against the Defaulting such defaulting Member as to that amount. Without (including, without limitation, the Manager shall have the right to receive distributions). To the extent any distributions that otherwise would be made by the Company to the Defaulting Member until such time as the Manager Loan has been paid in full, and any such distributions so received by the Manager shall be treated as having been received by the Defaulting Member and immediately paid to the Manager. Any amounts treated as non-withholding tax (including a Company Loan or a Manager Loan pursuant to this Section 8.4(atax based upon income) shall bear interest at the lesser of (i) the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The Wall Street Journal, or (ii) the maximum lawful rate of interest on such obligation, such interest to accrue from the date the Company or the Manager, as applicable, is deemed to extend the loan until such loan is repaid in full. (b) All amounts withheld pursuant to the Code or any provisions of any state or local tax law and Section 8.4(a) with respect to any allocation, payment or distribution to any Member shall be treated as amounts paid or distributed to such Member pursuant to Section 8.1 for all purposes under this Agreement. (c) Notwithstanding any other provision of this Agreement, assessed directly against the Company, that tax shall be deemed an expense of the Company and the Manager not treated as paid on behalf of the Company, shall not make any distribution or other payment to a Member in respect of its Membership Interest to the extent that such distribution would violate the Act or other applicable lawMembers.

Amounts Withheld. (a) Notwithstanding any other provision of this Agreement, the Manager is authorized to take any action that it determines to be necessary or appropriate to cause Each Member hereby authorizes the Company to comply withhold from or pay on behalf of or with respect to such Member any withholding requirements established under the Code or any other amount of federal, state state, local or local law including, without limitation, pursuant to Sections 1441, 1442, 1445 and 1446 of foreign taxes that the Code. To the extent Managing Member determines that the Company is required to withhold and or pay over with respect to any taxing authority amount distributable or allocable to such Member pursuant to this Agreement, including, without limitation, any taxes required to be withheld or paid by the Company pursuant to Code Section 1441, Code Section 1442, Code Section 1445 or Code Section 1446. Any amount resulting paid on behalf of or with respect to a Member shall constitute a loan by the Company to such Member, which loan shall be repaid by such Member within 15 days after notice from the allocation or distribution of income to any Managing Member or assignee (including by reason of Section 1446 of the Code), either that such payment must be made unless (i) if the actual amount Company withholds such payment from a distribution that would otherwise be made to the Member or (ii) the Managing Member determines that such payment may be satisfied out of the Available Cash of the Company that would, but for such payment, be distributed to the Member equals Member. Any amounts withheld pursuant to the foregoing clauses (i) or exceeds the amount required to be withheld by the Company, the amount withheld (ii) shall be treated as a distribution of cash in the amount of such withholding having been distributed to such Member, or (ii) if the actual amount to be distributed . Each Member hereby unconditionally and irrevocably grants to the Member is less than Company a security interest in such Member’s Membership Interest solely to secure such Member’s obligation to pay to the amount Company any amounts required to be withheld by paid pursuant to this Section 5.3. In the Company, the actual amount shall be treated as a distribution of cash in the amount of such withholding and the additional amount required to be withheld shall be treated as a loan (a “Company Loan”) from the Company to the Member on the day the Company pays over such amount to a taxing authority. A Company Loan shall be repaid through withholding by the Company with respect to subsequent distributions to the applicable Member or assignee. If event that a Member (a “Defaulting Member”) fails to pay any amount amounts owed to the Company with respect pursuant to the Company Loan within fifteen (15) days after demand for payment thereof is made by the Company on the Memberthis Section 5.3 when due, the ManagerManaging Member may, in its sole and absolute discretion, may elect to make the payment to the Company on behalf of such Defaulting defaulting Member. In , and in such event, on the date of payment, the Manager event shall be deemed to have extended a loan (a “Manager Loan”) loaned such amount to the Defaulting such defaulting Member in the amount of the payment made by the Manager and shall succeed to all rights and remedies of the Company as against the Defaulting such defaulting Member as to that amount. Without (including, without limitation, the Manager shall have the right to receive any distributions that otherwise would be made by the Company to the Defaulting Member until such time as the Manager Loan has been paid in full, and any such distributions so received by the Manager shall be treated as having been received by the Defaulting Member and immediately paid to the Managerdistributions). Any amounts treated as payable by a Company Loan or a Manager Loan pursuant to this Section 8.4(a) Member hereunder shall bear interest at the lesser of Prime Rate (i) the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The Wall Street Journal, or (ii) but not higher than the maximum lawful rate of interest on such obligation, such interest to accrue rate) from the date such amount is due (i.e., 15 days after demand) until such amount is paid in full. Each Member shall take such actions as the Company or the Manager, as applicable, is deemed to extend the loan until such loan is repaid in full. (b) All amounts withheld pursuant to the Code or any provisions of any state or local tax law and Section 8.4(a) with respect to any allocation, payment or distribution to any Managing Member shall be treated as amounts paid request in order to perfect or distributed to such Member pursuant to Section 8.1 for all purposes under this Agreementenforce the security interest created hereunder. (c) Notwithstanding any other provision of this Agreement, the Company, and the Manager on behalf of the Company, shall not make any distribution or other payment to a Member in respect of its Membership Interest to the extent that such distribution would violate the Act or other applicable law.