Common use of Authority to Withhold; Treatment of Withheld Tax Clause in Contracts

Authority to Withhold; Treatment of Withheld Tax. Notwithstanding any other provision of this Agreement, each Member hereby authorizes the Company to withhold and to pay over, or otherwise pay, any withholding or other taxes payable or required to be deducted by the Company or any of its Affiliates (pursuant to the Code or any provision of U.S. federal, state or local or non-U.S. tax law) with respect to such Member or as a result of such Member’s participation in the Company (including as a result of a distribution in kind to such Member). If and to the extent that the Company shall be required to withhold or pay any such withholding or other taxes, such Member shall be deemed for all purposes of this Agreement to have received from the Company as of the time that such withholding or other tax is withheld or paid, whichever is earlier, a distribution of Distributable Cash in the amount thereof, pursuant to the Section 5.2, to the extent that such Member would have received a cash distribution, pursuant to Section 5.2, but for such withholding. To the extent that such withholding or payment exceeds the cash distribution that such Member would have received but for such withholding, ERP Member shall notify such Member as to the amount of such excess and such Member shall make a prompt payment to the Company of such amount by wire transfer, which payment shall not constitute a Capital Contribution and, consequently, shall not increase the Capital Account of such Member.

Authority to Withhold; Treatment of Withheld Tax. Notwithstanding any other provision of this Agreement, each Member hereby authorizes the Company LLC to withhold and to pay over, or otherwise pay, any withholding or other taxes payable or required to be deducted by the Company LLC or any of its Affiliates (pursuant to Section 1446 of the Code or any other similar provision of U.S. United States federal, state or local or non-U.S. United States tax law) with respect to such Member Member’s interest in the LLC or as a result of such Member’s participation in the Company (including as a result of a distribution in kind to such Member)LLC. If and to the extent that the Company LLC shall be required to withhold or pay any such withholding or other taxes, such Member shall be deemed for all purposes of this Agreement to have received a payment from the Company LLC as of the time that such withholding or other tax is withheld or required to be paid, whichever is earlier, which payment shall be deemed to be a distribution of Distributable Cash in the amount thereof, pursuant to the Section 5.2, 5.1 with respect to such Member’s Interest to the extent that such Member (or any successor to such Member’s Interest) would have received a cash distribution, pursuant to Section 5.2, distribution but for such withholding. To the extent that the aggregate of such withholding or payment payments for any period exceeds the cash distribution distributions that such Member would have received for such period but for such withholding, ERP the Administrative Member shall notify such Member as to the amount of such excess and such Member shall make a prompt payment to the Company LLC of such amount by wire transfer, which payment shall not constitute a Capital Contribution and, consequently, shall not increase the Capital Account transfer of such Memberimmediately available U.S. dollars.

Authority to Withhold; Treatment of Withheld Tax. Notwithstanding any other provision of this Agreement, each Member hereby authorizes the Company to withhold and to pay over, or otherwise pay, any withholding or other taxes payable or required to be deducted by the Company or any of its Affiliates (pursuant to the Code or any provision of U.S. United States federal, state or local or non-U.S. tax law) with respect to such Member or as a result of such Member’s participation in the Company (including as a result of a distribution in kind to such Member)Company. If and to the extent that the Company shall be required to withhold or pay any such withholding or other taxes, such Member shall be deemed for all purposes of this Agreement to have received a payment from the Company as of the time that such withholding or other tax is withheld or required to be paid, whichever is earlier, which payment shall be deemed to be a distribution of Distributable Cash in the amount thereof, distributable cash pursuant to the relevant clause of Section 5.2, 6.1 with respect to such Member’s interest in the Company to the extent that such Member (or any successor to such Member’s interest in the Company) would have received a cash distribution, pursuant to Section 5.2, distribution but for such withholding. To the extent that the aggregate of such withholding or payment payments to a Member during a Fiscal Year exceeds the cash distribution distributions that such Member would have received but for such withholding, ERP Member the Board of Managers shall notify such Member as to the amount of such excess and such Member shall make a prompt payment to the Company of such amount by wire transfer, which payment shall not constitute a Capital Contribution and, consequently, shall not increase in accordance with the Capital Account provisions of such MemberSection 14.2.

Authority to Withhold; Treatment of Withheld Tax. Notwithstanding any other provision of this Agreement, each Member hereby authorizes the Company to withhold and to pay over, or otherwise pay, any withholding or other taxes payable or required to be deducted by the Company or any of its Affiliates (pursuant to the Code or any provision of U.S. federal, state or local or non-U.S. tax law) with respect to such Member or as a result of such Member’s participation in the Company (including as a result of a distribution in kind to such Member). If and to the extent that the Company shall be required to withhold or pay any such withholding or other taxes, such Member shall be deemed for all purposes of this Agreement to have received from the Company as of the time that such withholding or other tax is withheld or paid, whichever is earlier, a distribution of Distributable Cash in the amount thereof, pursuant to the applicable clause of Section 5.25.2 or 5.3, to the extent that such Member would have received a cash distribution, pursuant to the applicable clause of Section 5.25.2 or 5.3, but for such withholding. To the extent that such withholding or payment exceeds the cash distribution that such Member would have received but for such withholding, ERP Member the Administrative Manager shall notify such Member as to the amount of such excess and such Member shall make a prompt payment to the Company of such amount by wire transfer, which payment shall not constitute a Capital Contribution and, consequently, shall not increase the Capital Account of such Member.