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 Partner hereby authorizes the Partnership and the General Partner to withhold and to pay over, or otherwise pay, any withholding or other taxes payable or required to be deducted by the Partnership attributable to such Partner (including taxes attributable to income or gain allocable to such Partner) or resulting from such Partner’s participation in the Partnership. If and to the extent that the Partnership shall be required to withhold or pay any such withholding or other taxes, such Partner shall be deemed for all purposes of this Agreement to have received a payment from the Partnership as of the time such withholding or other taxes are withheld or required to be paid, whichever is earlier, which payment shall be deemed to be a distribution with respect to such Partner’s interest in the Partnership to the extent that such Partner (or any successor to such Partner’s interest in the Partnership) would have received a cash distribution but for such withholding or other taxes. To the extent that such payment exceeds the cash distribution that such Partner would have received but for such withholding, the General Partner shall notify such Partner as to the amount of such excess and such Partner shall make a prompt payment to the Partnership of such amount by wire transfer, which payment shall not constitute a capital contribution and, consequently, shall not increase the Capital Account of such Partner. For the avoidance of doubt, references to taxes in this Agreement include interest, penalties and additions to tax.

Authority to Withhold; Treatment of Withheld Tax. Notwithstanding any other provision of this Agreement, each Partner other than the Commonwealth of Pennsylvania Public School Employees’ Retirement System hereby authorizes the Partnership and the General Partner Fund to withhold and to pay over, or otherwise pay, any withholding or other taxes payable or required to be deducted by the Partnership attributable Fund 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 Partner (including taxes attributable to income or gain allocable to such Partner) or resulting from as a result of such Partner’s participation in the PartnershipFund (including as a result of a distribution in kind to such Partner). If and to the extent that the Partnership Fund shall be required to withhold or pay any such withholding or other taxes, such Partner shall be deemed for all purposes of this Agreement to have received a payment from the Partnership Fund as of the time that such withholding or other taxes are withheld or tax is required to be paid, whichever is earlier, which payment shall be deemed to be a distribution of Distributable Cash with respect to such Partner’s interest in the Partnership Fund to the extent that such Partner (or any successor to such Partner’s interest in the PartnershipFund) would have received a cash distribution but for such withholding or other taxeswithholding. To the extent that such payment exceeds the cash distribution that such Partner would have received but for such withholding, the General Partner shall notify such Partner as to the amount of such excess and such Partner shall make a prompt payment to the Partnership Fund of such amount by wire transfer, which payment shall not constitute a capital contribution Capital Contribution and, consequently, shall not reduce the Remaining Capital Commitment or increase the Capital Account of such Partner. For The Fund may hold back from any such distribution in kind property having a Value equal to the avoidance amount of doubt, references to such taxes in this Agreement include interest, penalties and additions to taxuntil the Fund has received payment of such amount.

Authority to Withhold; Treatment of Withheld Tax. Notwithstanding any other provision of this Agreement, each Partner hereby authorizes the Partnership and the General Partner to withhold and to pay over, or otherwise pay, any withholding or other taxes payable or required to be deducted by the Partnership attributable 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 Partner (including taxes attributable to income or gain allocable to such Partner) or resulting from as a result of such Partner’s participation in the PartnershipPartnership (including as a result of a distribution in kind to such Partner). If and to the extent that the Partnership shall be required to withhold or pay any such withholding or other taxes, such Partner shall be deemed for all purposes of this Agreement to have received a payment from the Partnership as of the time that such withholding or other taxes are withheld or tax is required to be paid, whichever is earlier, which payment shall be deemed to be a distribution of cash with respect to such Partner’s interest in the Partnership to the extent that such Partner (or any successor to such Partner’s interest in the Partnership) would have received a cash distribution but for such withholding or other taxeswithholding. To the extent that such payment exceeds the cash distribution that such Partner would have received but for such withholding, the General Partner shall notify such Partner as to the amount of such excess and such Partner shall make a prompt payment to the Partnership of such amount by wire transfer, which payment shall not constitute a capital contribution Capital Contribution and, consequently, shall not reduce the Remaining Capital Commitment or increase the Capital Account of such Partner. For the avoidance of doubt, references to taxes in this Agreement include interest, penalties and additions to tax.