General Provisions Regarding Withholding and Other Tax Payments by the Partnership. Each of the Partnership and its Subsidiaries may withhold from distributions, allocations or portions thereof (1) if it is required to do so by any applicable rule, regulation or law or, (2) in its discretion, as reasonably necessary to satisfy expected future withholding tax obligations following the redemption of Partnership Units, and each Partner hereby authorizes the Partnership and its Subsidiaries to withhold or pay on behalf of or with respect to such Partner any amount of federal, state, provincial, local or foreign taxes that the General Partner determines, in good faith, that the Partnership or any of its Subsidiaries is required to withhold or pay with respect to any amount distributable or allocable to such Partner pursuant to this Agreement. To the extent that any tax is paid by the Partnership or any of its Subsidiaries and the General Partner determines, in good faith, that such tax (including any Partnership Level Tax) relates to one or more specific Partners, such tax shall be treated as an amount of taxes paid with respect to such Partner pursuant to this Section 10.5. Any determinations made by the General Partner pursuant to this Section 10.5.A shall be binding upon the Partners. Notwithstanding any provision to the contrary in this Section 10.5.A, the payment by the Partnership of Partnership Level Taxes shall, consistent with the Partnership Tax Audit Rules, be treated as the payment of a Partnership obligation and shall be treated as paid with respect to a Partner to the extent the deduction with respect to such payment is allocated to such Partner pursuant to Section 6.2.C, and such payment shall not be treated as a withholding from distributions, allocations, or portions thereof with respect to a Partner.
