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 LLC to withhold and to pay over, or otherwise pay, any withholding or other taxes payable by the LLC or any of its Affiliates (pursuant to the Code or any provision of 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 LLC. If and to the extent that the 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 LLC as of the time such withholding or other tax is required to be paid, which payment shall be deemed to be a Distribution pursuant to the relevant clause of Section 6.3.3 with respect to such Member’s Units to the extent that such Member (or any successor to such Member’s Units) would have received a Distribution but for such withholding. To the extent that the aggregate of such payments to a Member for any period exceeds the Distributions that such Member would have received for such period but for such withholding, the LLC shall notify such Member as to the amount of such excess and such Member shall make a prompt payment to the LLC of such amount by wire transfer. Any withholdings by the LLC referred to in this Section 6.3.5 shall be made at the maximum applicable statutory rate under the applicable tax law unless the LLC shall have received an opinion of counsel or other evidence, satisfactory to the LLC, to the effect that a lower rate is applicable, or that no withholding is applicable.

Authority to Withhold; Treatment of Withheld Tax. Notwithstanding any other provision of this Agreement, each Member hereby authorizes the LLC Company to withhold and to pay over, or otherwise pay, any withholding or other taxes payable by the LLC Company or any of its Affiliates (pursuant to the Code or any provision of 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 LLCCompany. If and to the extent that the LLC 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 LLC Company as of the time such withholding or other tax is required to be paid, which payment shall be deemed to be a Distribution distribution of Distributable Cash pursuant to the relevant clause of Section 6.3.3 5.1 with respect to such Member’s Units Membership Interest to the extent that such Member (or any successor to such Member’s UnitsMembership Interest) would have received a Distribution distribution but for such withholding. To the extent that the aggregate of such payments to a Member for any period exceeds the Distributions distributions that such Member would have received for such period but for such withholding, the LLC Managing Member shall notify such Member as to the amount of such excess and such Member shall make a prompt payment to the LLC Company of such amount by wire transfer. Any withholdings by the LLC Company referred to in this Section 6.3.5 5.3(a) shall be made at the maximum applicable statutory rate under the applicable tax law unless the LLC Managing Member shall have received an opinion of counsel or other evidence, satisfactory to the LLCManaging Member, to the effect that a lower rate is applicable, or that no withholding is applicable.

Authority to Withhold; Treatment of Withheld Tax. Notwithstanding any other provision of this Agreement, each Member hereby authorizes the LLC to withhold and to pay over, or otherwise pay, any withholding or other taxes payable by the LLC or any of its Affiliates (pursuant to the Code or any provision of 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 LLC. If and to the extent that the 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 LLC as of the time such withholding or other tax is required to be paid, which payment shall be deemed to be a Distribution pursuant to the relevant clause of Section 6.3.3 with respect to such Member’s Units to the extent that such Member (or any successor to such Member’s Units) would have received a Distribution but for such withholding. To the extent that the aggregate of such payments to a Member for any period exceeds the Distributions that such Member would have received for such period but for such withholding, the LLC Managing Member shall notify such Member as to the amount of such excess and such Member shall make a prompt payment to the LLC of such amount by wire transfer. Any withholdings by the LLC referred to in this Section 6.3.5 shall be made at the maximum applicable statutory rate under the applicable tax law unless the LLC Managing Member shall have received an opinion of counsel or other evidence, satisfactory to the LLCManaging Member, to the effect that a lower rate is applicable, or that no withholding is applicable.

Authority to Withhold; Treatment of Withheld Tax. Notwithstanding any other provision of this Agreement, each Member hereby authorizes the LLC to withhold and to pay over, or otherwise pay, any withholding or other taxes payable by the LLC or any of its Affiliates (pursuant to the Code or any provision of 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 's participation in the LLC. If and to the extent that the 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 LLC as of the time such withholding or other tax is required to be paid, which payment shall be deemed to be a Distribution pursuant to the relevant clause of Section 6.3.3 with respect to such Member’s 's Units to the extent that such Member (or any successor to such Member’s 's Units) would have received a Distribution but for such withholding. To the extent that the aggregate of such payments to a Member for any period exceeds the Distributions that such Member would have received for such period but for such withholding, the LLC Managing Member shall notify such Member as to the amount of such excess and such Member shall make a prompt payment to the LLC of such amount by wire transfer. Any withholdings by the LLC referred to in this Section 6.3.5 shall be made at the maximum applicable statutory rate under the applicable tax law unless the LLC Managing Member shall have received an opinion of counsel or other evidence, satisfactory to the LLCManaging Member, to the effect that a lower rate is applicable, or that no withholding is applicable.

Authority to Withhold; Treatment of Withheld Tax. Notwithstanding any other provision of this Agreement, each Member hereby authorizes the LLC Company to withhold and to pay over, or otherwise pay, any withholding or other taxes payable by the LLC Company or any of its Affiliates (pursuant to the Code or any provision of 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 LLCCompany. If and to the extent that the LLC 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 or distribution from the LLC Company as of the time such withholding or other tax is required to be paid, which payment shall be deemed to be a Distribution pursuant to the relevant clause of Section 6.3.3 with respect to such Member’s Units to the extent that such Member (or any successor to such Member’s Units) would have received a Distribution but for such withholding. To the extent that the aggregate of such payments to a Member for any period exceeds the Distributions distributions that such Member would have received for such period but for such withholding, the LLC Manager shall notify such Member as to the amount of such excess and such Member shall make a prompt payment to the LLC Company of such amount by wire transfer. Any withholdings by the LLC Company referred to in this Section 6.3.5 6.02 shall be made at the maximum applicable statutory rate under the applicable tax law unless the LLC Manager shall have received an opinion of counsel or other evidence, satisfactory to the LLCManager, to the effect that a lower rate is applicable, or that no withholding is applicable. Any and all payments under this Section 6.02 shall be treated as a distribution for purposes of this Agreement.

Authority to Withhold; Treatment of Withheld Tax. Notwithstanding any other provision of this Agreement, each Member hereby authorizes the LLC Company to withhold and to pay over, or otherwise pay, any withholding or other taxes payable by the LLC Company or any of its Affiliates (pursuant to the Code or any provision of 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 's participation in the LLCCompany. If and to the extent that the LLC 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 or distribution from the LLC Company as of the time such withholding or other tax is required to be paid, which payment shall be deemed to be a Distribution pursuant to the relevant clause of Section 6.3.3 with respect to such Member’s Units to the extent that such Member (or any successor to such Member’s Units) would have received a Distribution but for such withholding. To the extent that the aggregate of such payments to a Member for any period exceeds the Distributions distributions that such Member would have received for such period but for such withholding, the LLC Manager shall notify such Member as to the amount of such excess and such Member shall make a prompt payment to the LLC Company of such amount by wire transfer. Any withholdings by the LLC Company referred to in this Section 6.3.5 6.02 shall be made at the maximum applicable statutory rate under the applicable tax law unless the LLC Manager shall have received an opinion of counsel or other evidence, satisfactory to the LLCManager, to the effect that a lower rate is applicable, or that no withholding is applicable. Any and all payments under this Section 6.02 shall be treated as a distribution for purposes of this Agreement.