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.

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.

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 Managing Member shall request in order to extend perfect or enforce the loan until such loan is repaid in fullsecurity interest created hereunder.

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.

Amounts Withheld. (ag) 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(a8.5(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.

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, 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 (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 Managing Member shall request in order to extend perfect or enforce the loan until such loan is repaid in fullsecurity interest created hereunder.

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 Managing Member shall request in order to extend perfect or enforce the loan until such loan is repaid in fullsecurity interest created hereunder.

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 Managing Member shall request in order to extend perfect or enforce the loan until such loan is repaid in fullsecurity interest created hereunder.

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.

Amounts Withheld. (a) Notwithstanding any other provision of this Agreement, To the Manager is authorized to take any action that it determines to be necessary or appropriate to cause extent the Company to comply with any withholding requirements established under the Code (or any other federal, state entity in which the Company holds a direct or local indirect interest) or the Managing Member is required by law to deduct or withhold any amounts or to make tax payments (including, without limitation, pursuant to Sections 1441, 1442, 1445 and 1446 of any imputed underpayments under the Code. To the extent that , or similar amounts under state, local, or non-U.S. law) on behalf of or with respect to any Member or in respect of any Redemption, Direct Exchange, conversion of any interest into a Unit, or any other acquisition of Units or Ownership Interests by any Person, or if any entity in which the Company holds a direct or indirect interest is required to withhold and pay over on amounts payable to any taxing authority any amount resulting from the allocation Company or distribution of income to any Member or assignee (including by reason of Section 1446 its Subsidiaries as a result of the Code)status (e.g., either (ibased on tax residency or treaty qualification status) if the actual amount to be distributed to the Member equals or exceeds the amount required to be withheld by the Companyof a Member, the amount withheld shall be treated as a distribution of cash in the amount of such withholding to such Member, Managing Member may deduct 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 withhold or cause the Company (or other applicable withholding agent) to the Member on the day the Company pays over deduct or withhold any such amount amounts and to a taxing authority. A Company Loan shall be repaid through withholding by the Company with respect to subsequent distributions make any such tax payments as so required without any gross-up payments owed to the applicable Member or assigneeother Person. If All such amounts deducted or withheld, or to be deducted or withheld, or payments made, or to be made, on behalf of a Member or as a result of the status of a Member (a “Defaulting MemberTax Withholding/Payment Amounts”) fails to pay any amount owed shall, at the option of the Managing Member, (a) be promptly paid to the Company with respect to (or the Company Loan within fifteen (15Managing Member, as applicable) days after demand for payment thereof is made by the Company Member or other Person on whose behalf such Tax Withholding/Payment Amounts were made or are to be made (either before the deduction or withholding (e.g. if there is no cash payment from which to withhold) or payment is required to be made or after the Managing Member, the ManagerCompany (or other applicable withholding agent) undertakes such deduction or withholding or makes such tax payment), 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 or (b) be deemed to have extended a loan (a “Manager Loan”) to the Defaulting Member in repaid by reducing the amount of the payment current or next succeeding distribution or distributions which would otherwise have been made to such Member or, if such distributions are not sufficient for that purpose, by so reducing the proceeds of liquidation otherwise payable to such Member. Whenever the Managing Member selects option (b) pursuant to the preceding sentence for repayment of a Tax Withholding/Payment Amount by a Member, for all other purposes of this Agreement such Member shall be treated as having received all distributions (whether before or upon liquidation) unreduced by the Manager amount of such Tax Withholding/Payment Amount. At the reasonable request of the Managing Member, the Company, or any applicable withholding agent, the Members (or other applicable Persons) shall provide the Managing Member, the Company, or other applicable withholding agent with any necessary tax forms, including Internal Revenue Service Form W-9 or the appropriate series of Internal Revenue Service Form W-8, as applicable, or any other information or form that is relevant to determine whether any deduction or withholding is required. To the fullest extent permitted by law, each Member hereby agrees to indemnify and hold harmless the Company, the Managing Member, and the other Members from and against any liability (including, without limitation, any liability for taxes, penalties, additions to tax, interest or imputed underpayments under Section 6232(a) of the Code, or similar amounts under state, local, or non-U.S. law) with respect to income attributable to or distributions or other payments or property deliverable to such Member, including any amounts required to be deducted or withheld in respect thereof. Each Member’s obligations under this Section 6.4 shall succeed to all rights survive the dissolution, liquidation and remedies winding up of the Company against for the Defaulting Member as to that amountapplicable statute of limitations period and shall survive any partial or complete transfer or redemption of a Member’s Units or Ownership Interest in the Company. Without limitation, To the Manager shall have the right to receive extent any distributions that otherwise would be made by the Company amounts are deducted or withheld and paid over to the Defaulting Member until appropriate taxing authority pursuant to this Section 6.4, such time as the Manager Loan has been paid in full, and any such distributions so received by the Manager amounts shall be treated as having been received by the Defaulting Member and immediately paid to the Manager. Any Person to whom such amounts treated as a Company Loan or a Manager Loan pursuant would otherwise have been required 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 fullbe paid.

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 Managing Member shall request in order to extend perfect or enforce the loan until such loan is repaid in fullsecurity interest created hereunder.

Amounts Withheld. (a) Notwithstanding All amounts withheld pursuant to the Code or any other provision provisions of state or local tax law with respect to any payment or distribution to the Company or to the Members or any allocation of taxable income to the Company or the Members shall be treated as amounts distributed to the Members pursuant to this Article IX for all purposes under this Agreement, the Manager . The Company is authorized to take withhold from distributions, or with respect to allocations, to the Members and to pay over any action that it determines federal, state or local government any amounts required to be necessary or appropriate withheld pursuant to cause the Company to comply with any withholding requirements established under the Code or any provisions of 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 shall allocate such amounts to the Member equals or exceeds Members with respect to whom such amounts were withheld. If the amount required to be withheld by the Company, with respect to a Member exceeds the amount withheld which otherwise would have been distributed to such Member, such Member shall be treated as a distribution of cash in pay to the Company the amount of such withholding to such Member, or excess within five (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 (155) days after the giving of written demand for payment thereof is made therefor 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 other Member. In If such event, on the date of payment, the Manager shall be deemed to have extended Member (herein called 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"Delinquent Member") shall bear fail to pay such excess within said five-day period, then (i) interest shall accrue thereon at or equal to the lesser of (iA) fifteen percent (15%) per annum or (B) the base maximum rate on corporate loans at large United States money center commercial bankspermitted by applicable law, as published from time to time in The Wall Street Journal, or (ii) such excess amount together with interest accrued thereon as aforesaid shall be a lien upon the maximum lawful rate 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 on 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 obligationexcess 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 interest to accrue from the date Delinquent Member shall indemnify and hold harmless the Company and each of the other Members and the employees of the Company 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 Manager, as applicable, is deemed required amount of taxes to extend the loan until such loan is repaid in fullappropriate 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 foreign taxing authority (“Taxing Authority”) with respect to Sections 1441, 1442, 1445 any issuance of Class B Incentive Units or distribution or allocation of income or gain to such Member and 1446 of to withhold (or deduct) the Codesame from distributions to such Member. To the extent that Any funds withheld from a distribution to a Member 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 this Section 1446 4.3 and all taxes incurred directly or indirectly by the Company in respect of the Code), either (i) if the actual amount to a Member shall nonetheless be deemed distributed to such Member 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 equals or exceeds hereunder that is not withheld from actual distributions to such Member, then such Member shall (on demand from the Company) reimburse the Company for the amount required of such payment (and any 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 Section 4.3, to the extent not paid, shall be withheld 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 amount withheld shall be treated as a distribution of cash in the amount extent of such withholding to deducted amount) of such Member, or (ii) if the actual amount to be distributed to the ’s obligation hereunder. Each Member’s reimbursement obligation under this Section 4.3 shall continue after such Member is less than the amount required to be withheld by transfers its interest in the Company, after a withdrawal by such Member or after dissolution of the actual amount shall be treated as a distribution of cash in the amount of such withholding and the additional amount required Company. Each Member agrees 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 furnish 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 representations 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 forms as shall reasonably 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 requested by the Company to assist it in determining the Defaulting Member until such time as the Manager Loan has been paid in fullextent of, and in fulfilling, any such distributions so received 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 taxes payable by the Manager shall be treated as having been received by the Defaulting Member and immediately paid to the Manager. Any amounts treated Company as a Company Loan or a Manager Loan pursuant to this Section 8.4(a) shall bear interest at result of such Member’s participation in 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 fullCompany.

Amounts Withheld. (a) Notwithstanding All amounts withheld pursuant to the Code or any other provision provisions of state or local tax law with respect to any payment or distribution to the Company or to the Members or any allocation of taxable income to the Company or the Members shall be treated as amounts distributed to the Members pursuant to this Article for all purposes under this Agreement, the Manager . The Company is authorized to take withhold from distributions, or with respect to allocations, to the Members and to pay over any action that it determines federal, state or local government any amounts required to be necessary or appropriate withheld pursuant to cause the Company to comply with any withholding requirements established under the Code or any provisions of 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 shall allocate such amounts to the Member equals or exceeds Members with respect to whom such amounts were withheld. If the amount required to be withheld by the Company, with respect to a Member exceeds the amount withheld which otherwise would have been distributed to such Member, such Member shall be treated as a distribution of cash in pay to the Company the amount of such withholding 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 Memberexcess 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) if such excess amount together with interest accrued thereon as aforesaid shall be a lien upon the actual 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 to be distributed to the Member is less than the amount required to be withheld by 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 actual Delinquent Member for collection of such excess amount and interest; in any such action, the Company shall be treated as a distribution of cash entitled to recover, in the addition to such excess 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 interest, all reasonable attorneys’ fees, disbursements and court costs incurred by the Company in connection with respect its efforts to subsequent distributions to collect 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 amounts due from such Defaulting Delinquent Member. In addition, such event, on Delinquent Member shall indemnify and hold harmless the date of payment, the Manager shall be deemed to have extended a loan (a “Manager Loan”) to the Defaulting Member in the amount Company and each of the payment made by other Members and the Manager and shall succeed to all rights and remedies employees of the Company against the Defaulting Member as to that amount. Without from all liabilities, losses, costs and expenses, including, without limitation, the Manager shall have the right to receive any distributions that otherwise would be made penalties imposed by the Company Internal Revenue Service or any state or local taxing authority, for failure to remit the required amount of taxes 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 fullappropriate governmental authority.

Amounts Withheld. (a) Notwithstanding All amounts withheld pursuant to the Code or any other provision provisions of state or local tax law with respect to any payment or distribution to the Company or to the Members or any allocation of taxable income to the Company or the Members shall be treated as amounts distributed to the Members pursuant to this ARTICLE 9 for all purposes under this Agreement, the Manager . The Company is authorized to take withhold from distributions, to the Members and to pay over any action that it determines federal, state or local government any amounts required to be necessary or appropriate withheld pursuant to cause the Company to comply with any withholding requirements established under the Code or any provisions of 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 shall allocate such amounts to the Member equals or exceeds Members with respect to whom such amounts were withheld. If the amount required to be withheld by the Company, with respect to a Member exceeds the amount withheld which otherwise would have been distributed to such Member, such Member shall be treated as a distribution of cash in pay to the Company the amount of such withholding 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 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 its Affiliates, and their respective managers, the Manager and officers, and the other Members and the employees of the Company and each of its subsidiaries from all liabilities, losses, costs and expenses, including, without limitation, penalties imposed by the Internal Revenue Service or (ii) if any state or local taxing authority, for failure to remit the actual required amount to be distributed of taxes to the Member is less than the appropriate governmental authority. Any 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 Company pursuant 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 this SECTION 9.5 shall be deemed distributed to have extended a loan (a “Manager Loan”) such Member for purposes of determining the distributions 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 such 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 fullSECTION 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 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 non-withholding tax (including a tax based upon income) is assessed directly against the Company, that otherwise would tax shall be made by deemed an expense of 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 not treated as having been received by paid on behalf of 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 fullMembers.

Amounts Withheld. If the Company is required by Law to make any payment to any Governmental Authority that is specifically attributable to, or on behalf of, a Member (aor former Member) Notwithstanding any other provision of this Agreementin its capacity as such (including federal, state, local or non-U.S. withholding taxes), the Manager Company is authorized to take withhold from payments and distributions to the Members and to pay over to any action that it determines federal, state, or local Governmental Authority any such amounts. All amounts withheld or paid over pursuant to be necessary or appropriate to cause the Company to comply with any withholding requirements established under the Code or any provisions of any other federalapplicable Law with respect to any payment or distribution to a Member shall, state to the extent properly remitted to the appropriate Governmental Authority, be treated for all purposes under this Agreement as amounts paid or local law including, without limitation, distributed pursuant to Sections 1441, 1442, 1445 and 1446 of the Codethis Article 5 to such Member with respect to which such amount was withheld. To the extent that any required withholding with respect to a Member is not satisfied by reducing from any concurrent cash distributions, such withholding may be satisfied from the next distributions made to such Member or, at the option of the Managing Member, such Member shall indemnify the Company for such withholding. Each Member will furnish the Managing Member and the Company with such information as may reasonably be requested by the Managing Member from time to time to determine whether withholding is required required, and each Member will promptly notify the Managing Member and the Company if such Member determines at any time that it is subject to withhold withholding. A Member’s obligation to indemnify 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 make payments to the Member equals Company under this Section 5.03 will survive the Transfer or exceeds the amount required to be withheld by termination of such Member’s interest in the Company, the amount withheld shall termination of this Agreement and the termination, dissolution, liquidation and winding up of the Company, and for purposes of this Section 5.03, the Company will be treated as a distribution of cash continuing 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 fullexistence.

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 In the event that 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.

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 foreign taxing authority (“Taxing Authority”) with respect to Sections 1441, 1442, 1445 any issuance of Units or distribution or allocation of income or gain to such Member and 1446 of to withhold (or deduct) the Codesame from distributions to such Member. To the extent that Any funds withheld from a distribution to a Member 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 this Section 1446 4.3 and all taxes incurred directly or indirectly by the Company in respect of the Code), either (i) if the actual amount to a Member shall nonetheless be deemed distributed to such Member 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 equals or exceeds hereunder that is not withheld from actual distributions to such Member, then such Member shall (on demand from the Company) reimburse the Company for the amount required of such payment (and any 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 Section 4.3, to the extent not paid, shall be withheld 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 amount withheld shall be treated as a distribution of cash in the amount extent of such withholding to deducted amount) of such Member, or (ii) if the actual amount to be distributed to the ’s obligation hereunder. Each Member’s reimbursement obligation under this Section 4.3 shall continue after such Member is less than the amount required to be withheld by transfers its interest in the Company, after a withdrawal by such Member or after dissolution of the actual amount shall be treated as a distribution of cash in the amount of such withholding and the additional amount required Company. Each Member agrees 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 furnish 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 representations 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 forms as shall reasonably 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 requested by the Company to assist it in determining the Defaulting Member until such time as the Manager Loan has been paid in fullextent of, and in fulfilling, any such distributions so received 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 taxes payable by the Manager shall be treated as having been received by the Defaulting Member and immediately paid to the Manager. Any amounts treated Company as a Company Loan or a Manager Loan pursuant to this Section 8.4(a) shall bear interest at result of such Member’s participation in 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 fullCompany.