Common use of Authority to Withhold; Treatment of Withheld Tax Clause in Contracts

Authority to Withhold; Treatment of Withheld Tax. Notwithstanding any other provision of this Agreement, each Limited Partner hereby authorizes the Partnership and the General Partner to withhold and to pay over, or otherwise pay, any withholding or other taxes payable or required to be deducted by the Partnership or any of its Affiliates (pursuant to the Code or any provision of U.S. federal, state, local or non-U.S. tax law) with respect to such Partner or as a result of such Partner's participation in the Partnership (including as a result of a distribution in kind to such Partner). If and to the extent that the Partnership shall be required to withhold or pay any such withholding or other taxes, such Partner shall be deemed for all purposes of this Agreement to have received a payment from the Partnership as of the time that such withholding or other tax is withheld or required to be paid, whichever is earlier, which payment shall be deemed to be a distribution of Distributable Cash with respect to such Partner's interest in the Partnership to the extent that such Partner (or any successor to such Partner's interest in the Partnership) would have received a cash distribution but for such withholding. The General Partner shall provide to the Limited Partners evidence of the payment of any such withholding or other tax and any other documentation that the Limited partner may reasonably request with respect thereto. The General Partner shall use commercially reasonable efforts to assist the Limited Partners with any filings or proceedings to obtain a reduction or refund of such withholding or other taxes. The Partnership and the General Partner shall use commercially reasonable efforts to take all steps reasonably required or advisable (or reasonably requested by a Limited Partner) to reduce or eliminate the imposition of any withholding or other tax on income derived by the Partnership. To the extent that such payment exceeds the cash distribution that such Partner would have received but for such withholding, the General Partner shall notify such Partner as to the amount of such excess and such Partner shall make a prompt payment to the Partnership of such amount by wire transfer, which payment shall not constitute a Contribution and, consequently shall not increase the Capital Account of such Partner. The Partnership may hold back from any distribution to such Partner in kind property having a Value equal to the amount of such taxes until the Partnership has received payment of such amount.

Authority to Withhold; Treatment of Withheld Tax. Notwithstanding (i) The General Partner and the Partnership may withhold or deduct in connection with distributions, allocations or portions thereof (or any other provision amounts that are subject to withholding or deduction in respect of this Agreementa Partner hereunder) if the General Partner or the Partnership is required to do so by any applicable rule, regulation, or law, and each Limited Partner hereby authorizes the Partnership General Partner and the General Partner Partnership to withhold and to from or pay over, on behalf of or otherwise pay, any withholding or other taxes payable or required to be deducted by the Partnership or any of its Affiliates (pursuant to the Code or any provision of U.S. federal, state, local or non-U.S. tax law) with respect to such Partner any amount of federal, state, provincial, local or as a result of such Partner's participation in foreign taxes that the Partnership (including as a result of a distribution in kind to such Partner). If and to the extent General Partner reasonably determines that the Partnership is required to withhold, deduct or pay with respect to any such Partner pursuant to this Agreement and the General Partner shall duly and timely remit such amounts to the relevant Governmental Authority in accordance with applicable law. Twenty (20) days prior to withholding or deducting on account of taxes or other amounts, the General Partner shall provide a written notice to such Limited Partner of the intention to withhold or deduct pursuant to this section and shall reasonably cooperate with such Limited Partner, at such Limited Partner’s expense, in contesting the requirement to withhold or deduct such taxes or other amounts; provided however that the General Partner shall not be required to withhold or pay payment of any such withholding taxes or other taxesamount to the relevant Governmental Authority notwithstanding the Limited Partner’s contest thereof. (ii) Where an amount is withheld or deducted from amounts paid to the Partnership on account of taxes or other amounts or where the Partnership is required to withhold such amounts from distributions and the General Partner determines that the requirement to withhold relates to or arises from the status (including identity, nationality and resident) of any particular Partner (including Canadian non-resident withholding tax resulting from thin capitalization restrictions applicable to a specified non-resident shareholder) or the failure of a Partner to provide information reasonably required under this Agreement, such Partner shall amount will be deemed for all purposes of this Agreement to have received a payment from the Partnership as of been distributed to such Partner at the time that such withholding or other tax is withheld or required to be paid, whichever is earlier, which payment shall be deemed to be a distribution of Distributable Cash with respect to such Partner's interest in the Partnership to the extent that such Partner it was withheld. (or any successor to such Partner's interest in the Partnershipiii) would have received a cash distribution but for such withholding. The General Partner shall provide to the Limited Partners evidence of the payment of any such withholding or other tax and any other documentation that the Limited partner may reasonably request with respect thereto. The General Partner shall use its commercially reasonable efforts to obtain on behalf of the Partnership and to assist the Limited Partners with in obtaining, as appropriate, reimbursement of any filings amounts withheld on account of taxes in respect of amounts received by the Partnership and/or distributed to the Limited Partners to the extent the Partnership or proceedings any Limited Partner would otherwise have been entitled to obtain a reduction or refund of receive such withholding or other taxes. The Partnership and the General amount, provided that such Limited Partner shall use uses its commercially reasonable efforts to take all steps provide the General Partner with such information and assistance that the General Partner reasonably required requests in order for the General Partner to provide assistance. (iv) Each Limited Partner agrees to provide to the General Partner promptly upon a written request with a correctly completed and signed IRS Form W-9, Form W-8BEN-E and Form W-8BEN or advisable other applicable Form W-8 (or other successor form) and any other documentation prescribed under applicable law relating to withholding taxes, when reasonably requested by a Limited Partner) to reduce or eliminate the imposition of any withholding or other tax on income derived by the Partnership. To the extent that such payment exceeds the cash distribution that such Partner would have received but for such withholding, the General Partner shall notify such or otherwise required under applicable law. (v) Each Limited Partner as must also provide to the amount of General Partner on a timely basis such excess and such information as the General Partner shall make a prompt payment reasonably requests from time to time in order to comply with governmental or regulatory reporting obligations to which it or the Partnership is or may become subject including in connection with Common Reporting Standard pursuant to Part XIX of such amount by wire transfer, which payment shall not constitute a Contribution and, consequently shall not increase the Capital Account of such Partner. The Partnership may hold back from ITA and any distribution to such Partner additional compliance requirements in kind property having a Value equal to the amount of such taxes until the Partnership has received payment of such amountconnection with FATCA.