Common use of WITHHOLDING AND COMPANY TAXES Clause in Contracts

WITHHOLDING AND COMPANY TAXES. (a) The Company in its discretion may withhold and pay any taxes with respect to any Member, and any such taxes may be withheld from any distribution otherwise payable to such Member. If no sufficiently large distribution is imminent, the Board may require the relevant Member promptly to reimburse the Company for the amount of any such tax payable by the Company on behalf of such Member and, if such tax has already been paid by the Company, interest thereon at a floating rate of interest equal to Prime plus two percent (2%) per annum, or such other commercially reasonable rate as determined by the Board in its discretion, from the date of such tax payment until but not including the date such amount is reimbursed by such Member. No such reimbursement will be considered a capital contribution for purposes of this Agreement, nor shall any requirement that any such reimbursement be paid be considered a capital call. (b) Taxes withheld on amounts directly or indirectly payable to the Company or subsidiary pass-through vehicles and taxes otherwise paid by the Company or subsidiary pass-through vehicles shall, except as otherwise provided herein, be treated for purposes of this Agreement as distributed to the appropriate Members and paid by the appropriate Members to the relevant taxing jurisdiction. In addition, the Board may in its discretion deem taxes paid by subsidiary non-pass-through vehicles (e.g., “blocker” entities) to be distributed to the appropriate Members and paid by such Members to the relevant taxing jurisdiction. The Board shall have the authority to determine in its discretion whether any such deemed distribution shall be treated as a portfolio distribution or as a subsequent closing distribution. The Board may require the relevant Member promptly to contribute to the Company an amount equal to such Member’s share, as determined in the discretion of the Board, of any of the taxes described in this 3.5. No such contribution will be considered a capital contribution for purposes of this Agreement, nor shall any requirement that any such contribution be paid be considered a capital call. The amount of any such contribution shall not be treated as deemed distributed as described above. (c) Each Member hereby agrees to indemnify and hold harmless the Indemnified Persons and the other Members from and against any liability (including any liability for taxes, penalties, additions to tax, interest or failure to withhold taxes) with respect to income attributable to or distributions or other payments to such Member, including such Member’s share, as determined by the Board in its discretion, of any liability incurred by subsidiary vehicles. The provisions of this 3.5 shall survive any termination of this Agreement and any transfer of a Member’s interest in the Company. Nothing in this 3.5 shall cause any Member to become liable for any tax liability of any other Member.

WITHHOLDING AND COMPANY TAXES. (a) The Company in its discretion may withhold and pay any taxes with respect to any Member, and any such taxes may be withheld from any distribution otherwise payable to such Member. If no sufficiently large distribution is imminent, the Board Managing Member may require the relevant Member promptly to reimburse the Company for the amount of any such tax payable by the Company on behalf of such Member and, if such tax has already been paid by the Company, interest thereon at a floating rate of interest equal to Prime plus two percent (2%) per annum, or such other commercially reasonable rate as determined by the Board Managing Member in its discretion, from the date of such tax payment until but not including the date such amount is reimbursed by such Member. No such reimbursement will be considered a capital contribution Capital Contribution for purposes of this Agreement, nor shall any requirement that any such reimbursement be paid be considered a capital callDrawdown. (b) 4.7.1 Taxes withheld on amounts directly or indirectly payable to the Company, the Parent Company or subsidiary pass-through vehicles of the Company and taxes otherwise paid by the Company, the Parent Company or subsidiary pass-through vehicles of the Company shall, except as otherwise provided herein, be treated for purposes of this Agreement as distributed to the appropriate Members and paid by the appropriate Members to the relevant taxing jurisdiction. In addition, the Board may in its discretion deem taxes paid by subsidiary non-pass-through vehicles (e.g., “blocker” entities) to be distributed to the appropriate Members and paid by such Members to the relevant taxing jurisdiction. The Board shall have the authority to determine in its discretion whether any such deemed distribution shall be treated as a portfolio distribution or as a subsequent closing distribution. The Board Managing Member may require the relevant Member promptly to contribute to the Company an amount equal to such Member’s share, as determined in the discretion of the BoardManaging Member, of any of the taxes described in this 3.5Section 4.7.1. No such contribution will be considered a capital contribution Capital Contribution for purposes of this Agreement, nor shall any requirement that any such contribution be paid be considered a capital callDrawdown. The amount of any such contribution shall not be treated as deemed distributed as described above. (c) 4.7.2 Each Member hereby agrees to indemnify and hold harmless the Indemnified Persons and the other Members from and against any liability (including any liability for taxes, penalties, additions to tax, interest or failure to withhold taxes) with respect to income attributable to or distributions or other payments to such Member, including such Member’s share, as determined by the Board Managing Member in its discretion, of any liability incurred by subsidiary vehicles. The provisions of this 3.5 Section 4.7.2 shall survive any termination of this Agreement and any transfer of a Member’s interest in the CompanyAgreement. Nothing in this 3.5 Section 4.7.2 shall cause any Member to become liable for any tax liability of any other Member.

WITHHOLDING AND COMPANY TAXES. (a) 5.4.1 The Company in its discretion may withhold and pay any taxes with respect to any Member, and any such taxes may be withheld from any distribution otherwise payable to such Member. If no sufficiently large distribution is imminent, the Board of Directors may require the relevant Member promptly to reimburse the Company for the amount of any such tax payable by the Company on behalf of such Member and, if such tax has already been paid by the Company, interest thereon at a floating rate of interest equal to Prime plus two percent (2%) per annum, or such other commercially reasonable rate as determined by the Board of Directors in its discretion, from the date of such tax payment until but not including the date such amount is reimbursed by such Member. No such reimbursement will be considered a capital contribution Capital Contribution for purposes of this Agreement, nor shall any requirement that any such reimbursement be paid be considered a capital callDrawdown. (b) 5.4.2 Taxes withheld on amounts directly or indirectly payable to the Company or subsidiary pass-through vehicles and taxes otherwise paid by the Company or subsidiary pass-through vehicles shall, except as otherwise provided herein, be treated for purposes of this Agreement as distributed to the appropriate Members and paid by the appropriate Members to the relevant taxing jurisdiction. In addition, the Board may in its discretion deem taxes paid by subsidiary non-pass-through vehicles (e.g., “blocker” entities) to be distributed to the appropriate Members and paid by such Members to the relevant taxing jurisdiction. The Board of Directors shall have the authority to determine in its discretion whether any such deemed distribution shall be treated as a portfolio distribution Portfolio Distribution or as a subsequent closing distributionBalancing Distribution. The Board of Directors may require the relevant Member promptly to contribute to the Company an amount equal to such Member’s share, as determined in the discretion of the BoardBoard of Directors, of any of the taxes described in this 3.5Section 5.4.2. No such contribution will be considered a capital contribution Capital Contribution for purposes of this Agreement, nor shall any requirement that any such contribution be paid be considered a capital callDrawdown. The amount of any such contribution shall not be treated as deemed distributed as described above. (c) 5.4.3 Each Member hereby agrees to indemnify and hold harmless the Indemnified Persons and the other Members from and against any liability (including any liability for taxes, penalties, additions to tax, interest or failure to withhold taxes) with respect to income attributable to or distributions or other payments to such Member, including any Tax Cost with respect to which such Member is required to reimburse the Company pursuant to Section 4.7, as well as such Member’s share, as determined by the Board of Directors in its discretion, of any liability incurred by subsidiary vehicles. The provisions of this 3.5 Section 5.4.3 shall survive any termination of this Agreement and any transfer of a Member’s interest in the CompanyAgreement. Nothing in this 3.5 Section 5.4.3 shall cause any Member to become liable for any tax liability of any other MemberMember or any other member of the Operating Company.