Common use of Withholding; Certification of Non-Foreign Status Clause in Contracts

Withholding; Certification of Non-Foreign Status. (a) If the Corporation or Global LLC shall be required to withhold any amounts by reason of any Federal, State, local or foreign tax rules or regulations in respect of any Exchange, the Corporation or Global LLC, as the case may be, shall be entitled to take such action as it deems appropriate in order to ensure compliance with such withholding requirements, including at its option withholding shares of Class A Common Stock with a fair market value equal to the minimum amount of any taxes which the Corporation or Global LLC, as the case may be, may be required to withhold with respect to such Exchange. To the extent that amounts (or property) are so withheld and paid over to the appropriate taxing authority, such withheld amounts (or property) shall be treated for all purposes of this Agreement as having been paid (or delivered) to the appropriate Global LLC Unitholder. (b) Notwithstanding anything to the contrary herein, each of Global LLC and the Corporation may, at its own discretion, require as a condition to the effectiveness of an Exchange that an exchanging Global LLC Unitholder deliver to Global LLC or the Corporation, as the case may be, a certification of non-foreign status in accordance with Treasury Regulation Section 1.1445-2(b). In the event Global LLC or the Corporation has required delivery of such certification but an exchanging Global LLC Unitholder is unable to do so, Global LLC shall nevertheless deliver or cause to be delivered to the exchanging Global LLC Unitholder the Class A Common Stock in accordance with Section 2.1 of this Agreement, but subject to potential withholding as provided in (a).

Withholding; Certification of Non-Foreign Status. (a) If the Corporation or Global Yield LLC shall be required to withhold any amounts by reason of any Federal, State, local or foreign tax rules or regulations in respect of any Exchange, the Corporation or Global Yield LLC, as the case may be, shall be entitled to take such action as it deems appropriate in order to ensure compliance with such withholding requirements, including including, without limitation, at its option withholding shares of Class A Common Stock with a fair market value equal to the minimum amount of any taxes which the Corporation or Global Yield LLC, as the case may be, may be required to withhold with respect to such Exchange. To the extent that amounts (or property) are so withheld and paid over to the appropriate taxing authority, such withheld amounts (or property) shall be treated for all purposes of this Agreement as having been paid (or delivered) to the appropriate Global Yield LLC Unitholder. (b) Notwithstanding anything to the contrary herein, each of Global Yield LLC and the Corporation may, at its own discretion, require as a condition to the effectiveness of an Exchange that an exchanging Global Yield LLC Unitholder deliver to Global Yield LLC or the Corporation, as the case may be, a certification of non-foreign status in accordance with Treasury Regulation Section 1.1445-2(b). In the event Global Yield LLC or the Corporation has required delivery of such certification but an exchanging Global Yield LLC Unitholder is unable to do so, Global Yield LLC shall nevertheless deliver or cause to be delivered to the exchanging Global Yield LLC Unitholder the Class A Common Stock in accordance with Section 2.1 of this Agreement, but subject to potential withholding as provided in (aSection 2.4(a).