Common use of Foreign Person Withholding Clause in Contracts

Foreign Person Withholding. The Company shall comply with all reporting and withholding requirements imposed with respect to Non U.S. Persons, as defined in the Code, an any Member that is a Non U.S. Person shall be obligated to contribute to the Company any funds necessary to enable the Company (to the extent not available out of such Members share of Distributable Cash or Net Proceeds of Capital Transactions) to satisfy any such withholding obligations. In the event any Member shall fail to contribute to the Company any funds necessary to enable the Company to satisfy any withholding obligation, the Manager shall have the right to offset against any payments due and owing to such Member, or its Affiliates, the amounts necessary to satisfy such withholding obligation, or, in the event the Company shall be required to borrow funds to satisfy any withholding obligation, or, in the event the Company shall be required to borrow funds to satisfy any withholding obligation by reason of a Members failure to contribute such funds to the Company, the Manager shall have the right to offset against said Members present and future Distributions, an amount equal to the amount so borrowed plus the greater of (i) the Company actual cost of borrowing such funds, or (ii) the amount borrowed, multiplied by fifteen percent (15%).

Foreign Person Withholding. The Company shall comply with all reporting and withholding requirements imposed with respect to Non Non-U.S. Persons, as defined in the Code, an and any Member Limited Partner that is a Non Non-U.S. Person shall be obligated to contribute to the Company any funds necessary to enable the Company (to the extent not available out of such Members Limited Partner’s share of Distributable Cash or Net Proceeds of Capital Transactions) to satisfy any such withholding obligations. In the event any Member Limited Partner shall fail to contribute to the Company any funds necessary to enable the Company to satisfy any withholding obligation, the Manager General Partner shall have the right to offset against any payments due and owing to such MemberLimited Partner, or its Affiliates, the amounts necessary to satisfy such withholding obligation, or, in the event the Company shall be required to borrow funds to satisfy any withholding obligation, or, in the event the Company shall be required to borrow funds to satisfy any withholding obligation by reason of a Members Limited Partner’s failure to contribute such funds to the Company, the Manager General Partner shall have the right to offset against said Members Limited Partner’s present and future Distributions, an amount equal to the amount so borrowed plus the greater of (i) the Company Company’s actual cost of borrowing such funds, or (ii) the amount borrowed, multiplied by fifteen percent (15%).