Common use of Some U Clause in Contracts

Some U. S. income tax treaties provide exemptions from, or reduced rates for, the branch profits tax for qualified residents of the treaty country. The branch profits tax may also apply if a Non U.S. Person claims deductions against their effectively connected income from the Company for interest on indebtedness of its non U.S. Member. The Company is authorized to withhold and pay any withholding taxes and treat such withholding as a payment to the Non U.S. Person if the withholding was required. Such payment will be treated as a Distribution to the extent that the Non U.S. Person is then entitled to receive a Distribution. To the extent that the aggregate of such payments to a Non U.S. Person for any period exceeds the Distributions to which they are entitled for such period, the company will notify the Non U.S. Person as to the amount of such excess and the amount of such excess will be treated as a loan by the Company to the Non U.S. Person. If a Non U.S. Person owns a Membership Interest directly on the date of death, its estate could be further subject to U.S. estate tax with respect to such Interest.