Common use of Taxes Withheld Clause in Contracts

Taxes Withheld. Unless treated as a Tax Payment Loan (as hereinafter defined), any amount paid by the Company for or with respect to any Member on account of any withholding tax or other tax payable with respect to the income, profits or distributions of the Company pursuant to the Code, the Regulations, or any state or local statute, regulation or ordinance requiring such payment (a “Withholding Tax Act”) shall be treated as a distribution to such Member for all purposes of this Agreement, consistent with the character or source of the income, profits or cash which gave rise to the payment or withholding obligation. To the extent that the amount required to be remitted by the Company under the Withholding Tax Act exceeds the amount then otherwise distributable to such Member, the excess shall constitute a loan from the Company to such Member (a “Tax Payment Loan”) which shall be payable upon demand and shall bear interest, from the date that the Company makes the payment to the relevant taxing authority, at the Prime Rate plus one percent (1.00%), compounded monthly. The Manager shall give prompt written notice to such Member of such loan. So long as any Tax Payment Loan or the interest thereon remains unpaid, the Company shall make future distributions due to such Member under this Agreement by applying the amount of any such distribution first to the payment of any unpaid interest on all Tax Payment Loans of such Member and then to the repayment of the principal of all Tax Payment Loans of such Member. The Manager shall have the authority to take all actions necessary to enable the Company to comply with the provisions of any Withholding Tax Act applicable to the Company and to carry out the provisions of this Section. Nothing in this Section shall create any obligation on the Manager to advance funds to the Company or to borrow funds from third parties in order to make any payments on account of any liability of the Company under a Withholding Tax Act.

Taxes Withheld. (a) Unless treated as a Tax Payment Loan (as hereinafter defined), any amount paid by the Company Partnership for or with respect to any Member Partner on account of any withholding tax or other tax payable with respect to the income, profits or distributions of the Company Partnership pursuant to the Code, the Treasury Regulations, or any state state, local or local foreign statute, regulation or ordinance requiring such payment (a “Withholding Tax Act”) shall be treated as a distribution to such Member Partner for all purposes of this Agreement, consistent with the character or source of the income, profits or cash which gave rise to the payment or withholding obligation. To the extent that the amount required to be remitted by the Company Partnership under the Withholding Tax Act exceeds the amount then otherwise distributable to such MemberPartner, including the Tax Distribution, the excess shall constitute a loan from the Company Partnership to such Member Partner (a “Tax Payment Loan”) which shall be payable upon demand and shall may bear interestinterest at an amount determined in the General Partner’s discretion, but in no circumstance at a rate that exceeds the Prime Rate plus two percent (2%), compounded monthly, from the date that the Company Partnership makes the payment to the relevant taxing authority. As soon as practicable, at the Prime Rate plus one percent (1.00%), compounded monthly. The Manager General Partner shall give prompt written notice to such Member of such loannotify any Limited Partner that is credited with an outstanding Tax Payment Loan. So long as any Tax Payment Loan or the interest thereon remains unpaid, the Company Partnership shall make future distributions due to such Member under this Agreement Partner by applying the amount of any such distribution first to the payment of any unpaid interest on all Tax Payment Loans of such Member Partner and then to the repayment of the principal of all Tax Payment Loans of such MemberPartner. (b) Each Limited Partner shall use commercially reasonable efforts to furnish on a timely basis the General Partner with such information and forms as it may require and are necessary to comply with the Withholding Tax Act governing the obligations of withholding tax agents or to allow the Partnership or the Partner(s) to be subject to a reduced rate of tax. Each Limited Partner represents and warrants that any such information and forms furnished by it shall be true and accurate. (c) The Manager General Partner shall have the authority to take all actions necessary to enable the Company Partnership to comply with the provisions of any Withholding Tax Act applicable to the Company Partnership and to carry out the provisions of this SectionSection 7.8. Nothing in this Section 7.8 shall create any obligation on the Manager General Partner to advance funds to the Company Partnership or to borrow funds from third parties in order to make any payments on account of any liability of the Company Partnership under a the Withholding Tax Act. Each Limited Partner agrees to indemnify the Partnership and the other Partners for all damages that may result to such parties from a failure to meet its obligations pursuant to this Section 7.8, including, without limitation, reasonable attorneys’ fees and court costs. (d) The General Partner will use commercially reasonable efforts to minimize any withholding taxes payable to any taxing authority, whether United States or non- United States, with respect to income earned by the Partnership, to the extent such withholding tax can be minimized through the delivery of an appropriate certification to the payor or otherwise, provided that the Partnership would not be subject to any liability to such taxing authority for any delay in withholding and payment. (e) Notwithstanding the foregoing provisions of this Agreement, any tax withheld pursuant to Sections 1471 through 1474 of the Code (and any regulations promulgated thereunder or administrative interpretations thereunder) (also known as “FATCA”) from any payment received by the Partnership, any Asset, or any other Person in which the Partnership or any Asset holds, directly or indirectly, any interest, shall be treated as attributable to the Partners whose non-compliance or delay with any request by the Partnership for information or forms for applicable tax purposes resulted in the imposition of such withholding and shall reduce distributions to such Partners pursuant to the relevant clause of Section 7.1.3 of this Agreement to the greatest extent possible prior to the attribution of any portion of such withholding to any other Partners. (f) In addition, if a Partner fails to provide the Partnership with information required by the Subscription Agreement and/or Section 18.19 of this Agreement and such failure results in withholding under Sections 1471 through 1474 of the Code being assessed against the Partnership or an Alternative Vehicle with respect to gross proceeds, income or gains of the Partnership or the Alternative Vehicle in excess of the gross proceeds, income or gains attributable to the Partner (or Partners) who has failed to provide the required information, the Partnership may (i) pursue the remedies provided under Section 18.19.2(a)(iii) of this Agreement and cause such Partner to be a Withdrawing Partner or (ii) cause such Partner’s investment in the Partnership or an Alternative Vehicle to be made through an appropriate entity that may be taxed as a corporation or a pass-through entity as necessary to prevent such withholding under Sections 1471 through 1474 of the Code from affecting any Partner other than the Partner (or Partners) who failed to provide the required information.

Taxes Withheld. Unless treated as a Tax Payment Loan (as hereinafter defined), any amount paid by the Company for or with respect to any Member Shareholder on account of any withholding tax or other tax payable with respect to the income, profits or distributions of the Company pursuant to the Code, the Treasury Regulations, or any state or local statute, regulation or ordinance requiring such payment (a “Withholding Tax Act”) shall be treated as a distribution to such Member Shareholder for all purposes of this Agreementpurposes, consistent with the character or source of the income, profits or cash which gave rise to the payment or withholding obligation. To the extent that the amount required to be remitted by the Company under the Withholding Tax Act exceeds the amount then otherwise distributable to such MemberShareholder, the excess shall constitute a full recourse loan from the Company to such Member Shareholder (a “Tax Payment Loan”) which shall be payable upon demand and shall bear interest, from the date that the Company makes the payment to the relevant taxing authority, at the Prime Rate plus one percent (1.00%), compounded monthly. The Manager shall give prompt written notice to such Member of such loan. So long as any Tax Payment Loan or the interest thereon remains unpaid, the Company shall make future distributions due to such Member under this Agreement Shareholder, and to any transferee of such Shareholder’s Shares, by applying the amount of any such distribution first to the payment of any unpaid interest on all Tax Payment Loans of such Member Shareholder and then to the repayment of the principal of all Tax Payment Loans of such MemberShareholder. The Manager Board of Directors shall have the authority to take all actions necessary at law or in equity to enable the Company to comply with the provisions of any Withholding Tax Act applicable to the Company and to carry out the provisions of this Section. Nothing in this Section shall create any obligation on the Manager to advance funds to the Company or to borrow funds from third parties in order to make any payments on account of any liability of the Company under a Withholding Tax Actsubparagraph.

Taxes Withheld. Unless treated as a Tax Payment Loan (as hereinafter defined), any amount paid by the Company for or with respect to any Member Shareholder on account of any withholding tax or other tax payable with respect to the income, profits or distributions of the Company pursuant to the Code, the Treasury Regulations, or any state or local statute, regulation or ordinance requiring such payment (a “"Withholding Tax Act”") shall be treated as a distribution to such Member Shareholder for all purposes of this Agreementpurposes, consistent with the character or source of the income, profits or cash which gave rise to the payment or withholding obligation. To the extent that the amount required to be remitted by the Company under the Withholding Tax Act exceeds the amount then otherwise distributable to such MemberShareholder, the excess shall constitute a full recourse loan from the Company to such Member Shareholder (a “"Tax Payment Loan”") which shall be payable upon demand and shall bear interest, from the date that the Company makes the payment to the relevant taxing authority, at the Prime Rate plus one percent (1.00%), compounded monthly. The Manager shall give prompt written notice to such Member of such loan. So long as any Tax Payment Loan or the interest thereon remains unpaid, the Company shall make future distributions due to such Member under this Agreement Shareholder, and to any transferee of such Shareholder's Shares, by applying the amount of any such distribution first to the payment of any unpaid interest on all Tax Payment Loans of such Member Shareholder and then to the repayment of the principal of all Tax Payment Loans of such MemberShareholder. The Manager Board of Directors shall have the authority to take all actions necessary at law or in equity to enable the Company to comply with the provisions of any Withholding Tax Act applicable to the Company and to carry out the provisions of this Section. Nothing in this Section shall create any obligation on the Manager to advance funds to the Company or to borrow funds from third parties in order to make any payments on account of any liability of the Company under a Withholding Tax Actsubparagraph.

Taxes Withheld. Unless treated as a Tax Payment Loan (as hereinafter defined), any amount paid by the Company for or with respect to any Member on account of any withholding tax or other tax payable with respect to the income, profits or distributions of the Company pursuant to the Code, the Treasury Regulations, or any state or local statute, regulation or ordinance requiring such payment (a “Withholding Tax Act”"WITHHOLDING TAX ACT") shall be treated as a distribution to such Member for all purposes of this Agreement, consistent with the character or source of the income, profits or cash which gave rise to the payment or withholding obligation. To the extent that the amount required to be remitted by the Company under the Withholding Tax Act exceeds the amount then otherwise distributable to such Member, the excess shall constitute a loan from the Company to such Member (a “Tax Payment Loan”"TAX PAYMENT LOAN") which shall be payable upon demand and shall bear interest, from the date that the Company makes the payment to the relevant taxing authority, at the Prime Rate Rate, plus one percent (1.00%)two percentage points, compounded monthly. The Manager shall give prompt written notice to such Member of such loan. So long as any Tax Payment Loan or the interest thereon remains unpaid, the Company shall make future distributions due to such Member under this Agreement by applying the amount of any such distribution first to the payment of any unpaid interest on all Tax Payment Loans of such Member Members and then to the repayment of the principal of all Tax Payment Loans of such Member. The Manager Managers shall have the authority to take all actions necessary to enable the Company to comply with the provisions of any Withholding Tax Act applicable to the Company and to carry out the provisions of this Section. Nothing in this Section shall create any obligation on the Manager Managers to advance funds to the Company or to borrow funds from third parties in order to make any payments on account of any liability of the Company under a the Withholding Tax Act.

Taxes Withheld. Unless treated as a Tax Payment Loan (as hereinafter defined), any amount paid by the Company Partnership for or with respect to any Member Partner on account of any withholding tax or other tax payable with respect to the income, profits or distributions of the Company Partnership pursuant to the Code, the Treasury Regulations, or any state or local statute, regulation or ordinance requiring such payment (a “Withholding Tax "WITHHOLDING TAX Act”") shall be treated as a distribution to such Member Partner for all purposes of this Agreement, consistent with the character or source of the income, profits or cash which gave rise to the payment or withholding obligation. To the extent that the amount required to be remitted by the Company Partnership under the Withholding Tax Act exceeds the amount then otherwise distributable to such MemberPartner, the excess shall constitute a loan from the Company Partnership to such Member Partner (a “Tax Payment Loan”"TAX PAYMENT LOAN") which shall be payable upon demand and shall bear interest, from the date that the Company Partnership makes the payment to the relevant taxing authority, at the Prime Rate plus one percent (1.00%)1) percentage point, compounded monthly. The Manager shall give prompt written notice to such Member of such loan. So long as any Tax Payment Loan or the interest thereon remains unpaid, the Company Partnership shall make future distributions due to such Member Partner under this Agreement by applying the amount of any such distribution first to the payment of any unpaid interest on all Tax Payment Loans of such Member Partner and then to the repayment of the principal of all Tax Payment Loans of such MemberPartner. The Manager General Partner shall have the authority to take all actions necessary to enable the Company Partnership to comply with the provisions of any Withholding Tax Act applicable to the Company Partnership and to carry out the provisions of this SectionSection 6.3. Nothing in this Section shall create any obligation on the Manager General Partner to advance funds to the Company Partnership or to borrow funds from third parties in order to make any payments on account of any liability of the Company Partnership under a Withholding Tax Act.

Taxes Withheld. (a) Unless treated as a "Tax Payment Loan Loan" (as hereinafter defined), any amount paid by the Company Partnership for or with respect to any Member Partner on account of any withholding tax or other tax payable with respect to the income, profits or distributions of the Company Partnership pursuant to the Code, the RegulationsTreasury regulations, or any state or local statute, regulation or ordinance requiring such payment (a “"Withholding Tax Act”") shall be treated as a distribution to such Member Partner for all purposes of this Agreement, consistent with the character or source of the income, profits or cash which gave rise to the payment or withholding obligation. To the extent that the amount required to be remitted by the Company Partnership under the Withholding Tax Act exceeds the amount then otherwise distributable to such MemberPartner, the excess shall constitute a loan from the Company Partnership to such Member Partner (a “"Tax Payment Loan”") which shall be payable upon demand and shall bear interest, from the date that the Company Partnership makes the payment to the relevant taxing authority, at the highest "Prime Rate Rate" as published as such from time to time in The Wall Street Journal, or its successor as a nationally recognized daily financial newspaper, plus one percent (1.00%)2 percentage points, compounded monthly. The Manager shall give prompt written notice to such Member of such loan. So long as any Tax Payment Loan or the interest thereon remains unpaid, the Company Partnership shall make offset future distributions due to such Member Partner under this Agreement by applying the amount of any such distribution first to the payment of any unpaid interest on all Tax Payment Loans of such Member Partner and then to the repayment of the principal of all Tax Payment Loans of such Member. Partner. (b) The Manager General Partner shall have the authority to take all actions necessary to enable the Company Partnership to comply with the provisions of any Withholding Tax Act applicable to the Company Partnership and to carry out the provisions of this Section. Nothing in this Section shall create any obligation on of the Manager General Partner to advance funds to the Company Partnership or to borrow funds from third parties in order to make any payments on account of any liability of the Company Partnership under a Withholding Tax Act.

Taxes Withheld. Unless treated as a Tax Payment Loan (as hereinafter defined)Loan, any amount paid by the Company for or with respect to any Member Interest Holder on account of any withholding tax or other tax payable with respect to the income, profits or distributions of the Company pursuant to the Code, the Treasury Regulations, or any state or local statute, regulation or ordinance requiring such payment (a “Withholding Tax Act”) shall be treated as a distribution to such Member Interest Holder for all purposes of this Agreement, consistent with the character or source of the income, profits or cash which that gave rise to the payment or withholding obligation. . 4.9.1 To the extent that the amount required to be remitted by the Company on behalf of any Interest Holder under the Withholding Tax Act exceeds shall exceed the amount then otherwise distributable to such MemberInterest Holder pursuant to § 5 of this Agreement, the amount of such excess shall constitute a loan from the Company to such Member Interest Holder (a “Tax Payment Loan”) which ); any such Tax Payment Loan shall be payable upon demand and shall bear interest, from the date that the Company makes the payment to the relevant taxing authority, at the Prime Rate of interest plus one percent (1.002%), compounded monthly. 4.9.2 The Prime Rate is the rate of interest publicly announced from time to time by banks as their Prime Rate as published from time to time in the Eastern edition of The Wall Street Journal. The Manager Any change in the Prime Rate shall give prompt written notice to such Member take effect at the opening of such loan. business on the day specified in the public announcement of a change in the Prime Rate. 4.9.3 So long as any Tax Payment Loan or the interest thereon remains shall remain unpaid, the Company shall make future distributions due to such Member Interest Holder under this Agreement by applying the amount of any such distribution first to the payment of any accrued and unpaid interest on all Tax Payment Loans of such Member Interest Holder and then to the repayment of the principal of all Tax Payment Loans of such Member. The Manager Interest Holder. 4.9.4 Accounting Member shall have the authority to take all actions necessary to enable the Company to comply with the provisions of any Withholding Tax Act applicable to the Company and to carry out the provisions of this Section§ 4.9. Nothing in this Section § 4.9 shall create any obligation on the Manager any Interest Holder to advance funds to the Company or to borrow funds from third parties in order to make any payments on account of any liability of the Company under a Withholding Tax Act. 4.9.5 Accounting Member has the authority to collect Tax Payment Loans of any Interest Holder from said Interest Holder using any legal method that Accounting Member shall deem necessary or appropriate.

Taxes Withheld. Unless treated as a Tax Payment Loan (as hereinafter defined), any amount paid by the Company for or with respect to any Member on account of any withholding tax or other tax payable with respect to the income, profits or distributions of the Company pursuant to the Code, the Treasury Regulations, or any state or local statute, regulation or ordinance requiring such payment (a “"Withholding Tax Act”") shall be treated as a distribution to such Member for all purposes of this Agreement, consistent with the character or source of the income, profits or cash which gave rise to the payment or withholding obligation. To the extent that the amount required to be remitted by the Company under the Withholding Tax Act exceeds the amount then otherwise distributable to such Member, the excess shall constitute a loan from the Company to such Member (a “"Tax Payment Loan”") which shall be payable upon demand and shall bear interest, from the date that the Company makes the payment to the relevant taxing authority, at the Prime Rate as of the date of such Tax Payment Loan plus one percent two (1.00%)2) percentage points, compounded monthly. The Manager shall give prompt written notice to such Member of such loan. So long as any Tax Payment Loan or the interest thereon remains unpaid, the Company shall make future distributions due to such Member under this Agreement by applying the amount of any such distribution first to the payment of any unpaid interest on all Tax Payment Loans of such Member and then to the repayment of the principal of all Tax Payment Loans of such Member. The Manager Administrative Member shall have the authority to take all actions necessary to enable the Company to comply with the provisions of any Withholding Tax Act withholding tax act applicable to the Company and to carry out the provisions of this SectionSection 6.13. Nothing in this Section 6.13 shall create any obligation on the Manager Administrative Member to advance funds to the Company or to borrow funds from third parties in order to make any payments on account of any liability of the Company under a Withholding Tax Act.

Taxes Withheld. Unless treated as a Tax Payment Loan (as hereinafter defined), any amount paid by the Company for or with respect to any Member on account of any withholding tax or other tax payable with respect to the income, profits or distributions of the Company pursuant to the Code, the Treasury Regulations, or any state or local statute, regulation or ordinance requiring such payment (a “"Withholding Tax Act”") shall be treated as a distribution to such Member for all purposes of this Agreement, consistent with the character or source of the income, profits or cash which gave rise to the payment or withholding obligation. To the extent that the amount required to be remitted by the Company under the Withholding Tax Act exceeds the amount then otherwise distributable to such Member, the excess shall constitute a loan from the Company to such Member (a “"Tax Payment Loan”") which shall be payable upon demand and shall bear interest, from the date that the Company makes the payment to the relevant taxing authority, at the Prime Rate plus one percent two (1.00%)2) percentage points, compounded monthly. The Manager shall give prompt written notice to such Member of such loan. So long as any Tax Payment Loan or the interest thereon remains unpaid, the Company shall make future distributions due to such Member under this Agreement by applying the amount of any such distribution first to the payment of any unpaid interest on all Tax Payment Loans of such Member and then to the repayment of the principal of all Tax Payment Loans of such Member; provided, however, that for all purposes of this Agreement, any amounts so used shall be treated as distributed to such Member. The Manager Management Committee shall have the authority to take all actions necessary to enable the Company to comply with the provisions of any Withholding Tax Act applicable to the Company and to carry out the provisions of this SectionSection 5.10. Nothing in this Section 5.10 shall create any obligation on the Manager Management Committee to advance funds to the Company or to borrow funds from third parties in order to make any payments on account of any liability of the Company under a Withholding Tax Act.