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LLC, a Delaware limited liability company (Holdings); WHEREAS, Seller is the legal and beneficial owner of that number of Class A voting units in Holdings issued pursuant to the LLC Agreement listed opposite its name on Annex A hereto (collectively, the Transferred Interests); and WHEREAS, Seller desi

de, Purchaser shall have received a certificate (described in U.S. Treasury Regulations section L1445-11T(d)(2Xi)) from Holdings to the effect that no U.S. Federal withholding is required in respect of any portion of the Purchase Price. All conditions precedent to the closing of the Other Acquisitions shall ha

of the LLC Agreement, (b) you do not wish or intend to purchase any of the Class A Voting Units and (c) you wish and intend to sell your interest in Holdings. 8. Miscellaneous. The terms of this letter and the Transaction shall be governed by and construed in accordance with the laws of the State of New

e, Purchaser shall have received a certificate (described in U.S. Treasury Regulations section 1.1445-11T(d)(2Xi)) from Holdings to the effect that no U.S. Federal withholding is required in respect of any portion of the Purchase Price. (h) All conditions precedent to the closing of the Other Acquisitions sha

LCC, a Delaware limited liability company (Holdings); WHEREAS, Seller is the legal and beneficial owner of that number of Class A voting units in Holdings issued pursuant to the LLC Agreement listed opposite its name on Annex A hereto (collectively, the Transferred Interests); and WHEREAS, Seller desi

Purchaser shall have received a certificate (described in U.S. Treasury Regulations section 1.1445-I IT(d)(2)(i)) from Holdings to the effect that no U.S. Federal withholding is required in respect of any portion of the Purchase Price. (h) All conditions precedent to the closing of the Other Acquisitions sha