Common use of Withholding Payments Required By Law Clause in Contracts

Withholding Payments Required By Law. (a) Unless treated as a Tax Payment Loan (as hereinafter defined), any amount paid by the Partnership for or with respect to any Partner on account of any withholding tax or other tax payable with respect to the income, profits or distributions of the Partnership to the Code, the Regulations, or any state or local statute, regulation or ordinance requiring such payment (a "Withholding Tax Act") shall be treated as a distribution to such Partner for all purposes of this Agreement, consistent with the character or source of the income, profits or cash which gave rise to the payment or withholding obligation. To the extent that the amount required to be remitted by the Partnership under the Withholding Tax Act exceeds the amount then otherwise distributable to such Partner, unless and to the extent that funds shall have been provided by such Partner pursuant to the last sentence of this Section 10.4(a), the excess shall constitute a loan from the Partnership to such Partner (a "Tax Payment Loan") which shall be payable upon demand and shall bear interest, from the date that the Partnership makes the payment to the relevant taxing authority, at the rate announced from time to time by Citibank, N.A. (or any successor thereto) as its "prime rate", compounded monthly (but in no event higher that the highest interest rate permitted by applicable law). So long as any Tax Payment Loan to any Partner or the interest thereon remains unpaid, the Partnership shall make future distributions due to such Partner under this Agreement by applying the amount of any such distributions first to the payment of any unpaid interest on such Tax Payment Loan and then to the repayment of the principal thereof, and no such future distributions shall be paid to such Partner until all of such principal and interest has been paid in full. If the amount required to be remitted by the Partnership under the Withholding Tax Act exceeds the amount then otherwise distributable to a Partner, the Partnership shall notify such Partner at least five (5) Business Days in advance of the date upon which the Partnership would be required to make a Tax Payment Loan under this Section 10.4(a) (the "Tax Payment Loan Date") and provide such Partner the opportunity to pay to the Partnership, on or before the Tax Payment Loan Date, all or a portion of such deficit. (b) The Managing General Partner shall have the authority to take all actions necessary to enable the Partnership to comply with the provision of any Withholding Tax Act applicable to the Partnership and to carry out the provisions of this Section 10.

Withholding Payments Required By Law. (a) Unless treated as a Tax Payment Loan (as hereinafter defined), any amount paid by the Partnership for or with respect to any Partner on account of any withholding tax or other tax payable with respect to the income, profits or distributions of the Partnership pursuant to the Code, the Regulations, or any state or local statute, regulation or ordinance requiring such payment (a "Withholding Tax Act") shall be treated as a distribution to such Partner for all purposes of this Agreement, consistent with the character or source of the income, profits or cash which gave rise to the payment or withholding obligation. To the extent that the amount required to be remitted by the Partnership under the Withholding Tax Act exceeds the amount then otherwise distributable to such Partner, unless and to the extent that funds shall have been provided by such Partner pursuant to the last sentence of this Section 10.4(a6.4(a), the excess shall constitute a loan from the Partnership to such Partner (a "Tax Payment Loan") which shall be payable upon demand and shall bear interest, from the date that the Partnership makes the payment to the relevant taxing authority, at the rate announced from time to time by Citibank, N.A. (or any successor thereto) as its "prime rate", compounded monthly (but in no event higher that than the highest interest rate permitted by applicable law). So long as any Tax Payment Loan to any Partner or the interest thereon remains unpaid, the Partnership shall make future distributions due to such Partner under this Agreement by applying the amount of any such distributions first to the payment of any unpaid interest on such Tax Payment Loan and then to the repayment of the principal thereof, and no such future distributions shall be paid to such Partner until all of such principal and interest has been paid in full. If the amount required to be remitted by the Partnership under the Withholding Tax Act exceeds the amount then otherwise distributable to a Partner, the Partnership shall notify such Partner at least five (5) Business Days in advance of the date upon which the Partnership would be required to make a Tax Payment Loan under this Section 10.4(a6.4(a) (the "Tax Payment Loan Date") and provide such Partner the opportunity to pay to the Partnership, on or before the Tax Payment Loan Date, all or a portion of such deficit. (b) The Managing General Partner shall have the authority to take all actions necessary to enable the Partnership to comply with the provision provisions of any Withholding Tax Act applicable to the Partnership and to carry out the provisions of this Section 106.4. Nothing in this Section 6.4 shall create any obligation on the General Partner to advance funds to the Partnership or to borrow funds from third parties in order to make any payments on account of any liability of the Partnership under a Withholding Tax Act. (c) In the event that a Tax Payment Loan is not paid by a Limited Partner within thirty (30) days after written demand therefor is made by the General Partner, the General Partner may cause all distributions that would otherwise be made to such Limited Partner to be retained by the Partnership, up to the amount necessary to repay such Tax Payment Loan, including all accrued and unpaid interest thereon, and such retained distributions shall be applied against, first, the accrued interest on and, second, the principal of, such Tax Payment Loan.

Withholding Payments Required By Law. (a) Unless treated as a Tax Payment Loan (as hereinafter defined), any amount paid by the Partnership LLC for or with respect to any Partner Member on account of any withholding tax or other tax payable with respect to the income, profits or distributions of the Partnership LLC to the Code, the Regulations, or any state or local statute, regulation or ordinance requiring such payment (a "Withholding Tax Act") shall be treated as a distribution to such Partner for all purposes of this Agreement, consistent with the character or source of the income, profits or cash which gave rise to the payment or withholding obligation. To the extent that the amount required to be remitted by the Partnership LLC under the Withholding Tax Act exceeds the amount then otherwise distributable to such PartnerMember, unless and to the extent that funds shall have been provided by such Partner pursuant to the last sentence of this Section 10.4(a6.4(a), the excess shall constitute a loan from the Partnership LLC to such Partner Member (a "Tax Payment Loan") which shall be payable upon demand and shall bear interest, from the date that the Partnership LLC makes the payment to the relevant taxing authority, at the rate announced from time to time by Citibank, N.A. (or any successor thereto) as its "prime rate", compounded monthly (but in no event higher that the highest interest rate permitted by applicable law). So long as any Tax Payment Loan to any Partner Member or the interest thereon remains unpaid, the Partnership LLC shall make future distributions due to such Partner Member under this Agreement by applying the amount of any such distributions first to the payment of any unpaid interest on such Tax Payment Loan and then to the repayment of the principal thereof, and no such future distributions shall be paid to such Partner Member until all of such principal and interest has been paid in full. If the amount required to be remitted by the Partnership LLC under the Withholding Tax Act exceeds the amount then otherwise distributable to a PartnerMember, the Partnership LLC shall notify such Partner Member at least five (5) Business Days in advance of the date upon which the Partnership LLC would be required to make a Tax Payment Loan under this Section 10.4(a) (the "Tax Payment Loan Date") and provide such Partner Member the opportunity to pay to the PartnershipLLC, on or before the Tax Payment Loan Date, all or a portion of such deficit. (b) The Managing General Partner Members shall have the authority to take all actions necessary to enable the Partnership LLC to comply with the provision of any Withholding Tax Act applicable to the Partnership LLC and to carry out the provisions of this Section 106.4. Nothing in this Section 10.4 shall create any obligation on the Members to advance funds to the LLC or to borrow funds from third parties in order to make any payments on account of any liability of the LLC under a Withholding Tax Act. (c) In the event that a Tax Payment Loan is not paid by a Member within thirty (30) days after written demand therefor is made by the Members, the Members may cause all distributions that would otherwise be made to such Member to be retained by the LLC, up to the amount necessary to repay such Tax Payment Loan, including all accrued and unpaid interest thereon, and such retained distributions shall be applied against, first, the accrued interest on and, second, the principal of, such Tax Payment Loan.

Withholding Payments Required By Law. (a) Each Limited Partner hereby authorizes the Partnership to withhold from or pay on behalf of or with respect to such Limited Partner any amount of federal, state, local or foreign taxes that the General Partner determines that the Partnership is required to withhold or pay with respect to any amount distributable or allocable to such Limited Partner pursuant to this Agreement, including without limitation, any taxes required to be withheld or paid by the Partnership pursuant to sections 1441, 1442, 1445 or 1446 of the Code. ("Withholding Obligation"). Unless treated as a Tax Payment Loan (as hereinafter defined), any amount paid by the Partnership for or with respect to any Limited Partner on account of any withholding tax or other tax payable with respect to the income, profits or distributions of the Partnership to the Code, the Regulations, or any state or local statute, regulation or ordinance requiring such payment (a "Withholding Tax Act") Obligation shall be treated as a distribution to such Limited Partner for all purposes of this Agreement, consistent with the character or source of the income, profits or cash which gave rise to the payment or withholding obligation. Withholding Obligation. (b) To the extent that the amount required to be remitted by the Partnership under the with respect to a Withholding Tax Act exceeds the amount then otherwise distributable to such Partner, unless and to the extent that funds shall have been provided by such Partner pursuant to the last sentence of this Section 10.4(a), the excess shall constitute a loan from the Partnership to such Partner (a "Tax Payment Loan") which shall be payable upon demand and shall bear interest, from the date that the Partnership makes the payment to the relevant taxing authority, at the rate announced from time to time by Citibank, N.A. (or any successor thereto) as its "prime rate", compounded monthly (but in no event higher that the highest interest rate permitted by applicable law). So long as any Tax Payment Loan to any Partner or the interest thereon remains unpaid, the Partnership shall make future distributions due to such Partner under this Agreement by applying the amount of any such distributions first to the payment of any unpaid interest on such Tax Payment Loan and then to the repayment of the principal thereof, and no such future distributions shall be paid to such Partner until all of such principal and interest has been paid in full. If the amount required to be remitted by the Partnership under the Withholding Tax Act Obligation exceeds the amount then otherwise distributable to a Limited Partner, the Partnership shall notify such Partner at least five (5) Business Days in advance excess of the date upon which Withholding Obligation shall constitute a loan ("Tax Payment Loan") from the Partnership would to such Limited Partner. Any Tax Payment Loan shall be required repaid by the Limited Partner to make whom it was deemed made within fifteen (15) days after notice from the General Partner that a Tax Payment Loan under this Section 10.4(a) (has been made on behalf of such Limited Partner. Each Limited Partner hereby unconditionally and irrevocably grants to the "Tax Payment Loan Date") and provide Partnership a security interest in such Partner the opportunity Limited Partner's Partnership Interest to secure such Limited Partner's obligation to pay to the PartnershipPartnership any amounts required to be paid pursuant to this Section 6.6, which security interest is subordinate in right of payment and enforcement to any security interest or other lien granted by such Limited Partner to secure the Financing. In the event that a Limited Partner fails to pay any amount owed to the Partnership pursuant to this Section 6.6 when due, the General Partner may, in its sole and absolute discretion, elect to make the payment to the Partnership on or before the Tax Payment Loan Date, all or a portion behalf of such deficitdefaulting Limited Partner, and in such event shall be deemed to have loaned such amount to such defaulting Limited Partner. In such event, the General Partner shall have the right to receive distributions that otherwise would be distributable to such defaulting Limited Partner until such time as such loan, together with all interest thereon, has been paid in full; and any such distributions so received by the General Partner shall be treated as having been distributed to the Defaulting Limited Partner and immediately paid by the defaulting Limited Partner to the General Partner in repayment of such loan. Any amounts payable by a Limited Partner hereunder shall bear interest at the lesser of (A) the base rate on corporate loans at large United States money center commercial banks, as published from time to time in the Wall Street Journal, plus 4 percentage points, or (B) the maximum lawful rate of interest on such obligation. Such interest shall accrue from the date such amount is due (i.e., 15 days after demand) until such amount is paid in full. Each Limited Partner shall take such actions as the Partnership or the General Partner shall request in order to perfect or enforce the security interest created hereunder. (bc) The Managing General Partner shall have the authority to take all actions necessary to enable the Partnership to comply with the provision of any statutes, laws or obligations that create a Withholding Tax Act applicable to the Partnership Obligation and to carry out the provisions of this Section 106.6. Nothing in this Section 6.6 shall create any obligation on the General Partner to advance funds to the Partnership or to borrow funds from third parties in order to make any payments on account of any liability of the Partnership for a Withholding Obligation. (d) Any Partner who is a nonresident alien, foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the Code and the Regulations) is hereafter referred to as a Foreign Partner. A Partner who is not a Foreign Partner shall deliver to the General Partner a Certification of Non-Foreign Status in the form prescribed by the General Partner for withholding purposes under sections 1445 and 1446 of the Code. In the event that a Partner (i) is a Foreign Partner, or (ii) does not furnish a certification of Non-Foreign Status to the General Partner, then the withholding provisions in this Section 6.6 shall apply.

Withholding Payments Required By Law. (a) Unless treated as a Tax Payment Loan (as hereinafter defined), any amount paid by the Partnership for or with respect to any Partner on account of any withholding tax or other tax payable with respect to the income, profits or distributions of the Partnership pursuant to the Code, the Treasury Regulations, or any state or local statute, regulation or ordinance requiring such payment (a "Withholding Tax Act") shall be treated as a distribution to such Partner for all purposes of this Agreement, consistent with the character or source of the income, profits or cash which gave rise to the payment or withholding obligation. To the extent that the amount required to be remitted by the Partnership under the Withholding Tax Act exceeds the amount then otherwise distributable to such Partner, unless and to the extent that funds shall have been provided by such Partner pursuant to the last sentence of this Section 10.4(a), the excess shall constitute a loan from the Partnership to such Partner (a "Tax Payment Loan") which shall be payable upon demand and shall bear interest, from the date that the Partnership makes the payment to the relevant taxing authority, at the rate announced from time to time by Citibank, N.A. (or any successor thereto) as its "prime rate", plus 5 percentage points, compounded monthly (but in no event higher that than the highest interest rate permitted by applicable law). So long as any Tax 27 Payment Loan to any Partner or the interest thereon remains unpaid, the Partnership shall make future distributions due to such Partner under this Agreement by applying the amount of any such distributions first to the payment of any unpaid interest on such Tax Payment Loan and then to the repayment of the principal thereof, and no such future distributions shall be paid to such Partner until all of such principal and interest has been paid in full. If the amount required to be remitted by the Partnership under the Withholding Tax Act exceeds the amount then otherwise distributable to a Partner, the Partnership shall notify such Partner at least five (5) Business Days in advance of the date upon which the Partnership would be required to make a Tax Payment Loan under this Section 10.4(a) (the "Tax Payment Loan Date") and provide such Partner the opportunity to pay to the Partnership, on or before the Tax Payment Loan Date, all or a portion of such deficit. (b) The Managing General Partner shall have the authority to take all actions necessary to enable the Partnership to comply with the provision provisions of any Withholding Tax Act applicable to the Partnership and to carry out the provisions of this Section. Nothing in this Section 10shall create any obligation on the General Partner to advance funds to the Partnership or to borrow funds from third parties in order to make any payments on account of any liability of the Partnership under a Withholding Tax Act. (c) In the event that a Tax Payment Loan is not paid by a Limited Partner within 30 days after written demand therefor is made by the General Partner, the General Partner, as such Limited Partner's attorney-in-fact, may execute any and all such documents and take any and all such other action as the Limited Partner could take, in the Limited Partner's name, place and stead, to exercise Rights under Article XI hereof and to deliver on behalf of such Limited Partner a Sale Component Exercise Notice (as that term is defined in Exhibit D hereto) with respect to such Limited Partner's Partnership Interests or any portion thereof and (all documents relating thereto, including, without limitation, a bill xx sale for such Partnership Interests), whose proceeds will be sufficient, in the General Partner's judgment, to pay such Loan, all accrued interest thereon and all costs incurred by the Partnership in connection with attempting to collect such Loan, and to apply the proceeds received upon the closing of the exercise of such Rights to repay such Loan, accrued interest and costs, with any balance of such proceeds being for the account of such Limited Partner. Each Limited Partner hereby irrevocably constitutes and appoints the General Partner with full power of substitution, to take any and all such action on behalf of the Limited Partner as is set forth in this Section 6.7(c). Such appointment shall survive the death or incompetency of each Limited Partner to the fullest extent permitted by law. (d) Any Partner who is not a nonresident alien or a foreign entity, such as a corporation, partnership, trust or estate (as those terms are defined in the Code and the Treasury Regulations) shall deliver to the General Partner a Certification of Non-Foreign Status in the form attached hereto as Schedule 3 (the "Non-Foreign Certificate") for withholding purposes under Sections 1445 and 1446 of the Code. In the event that a Partner (i) is a nonresident alien or foreign entity, such as a corporation, partnership, trust or estate (as those terms are 28 defined in the Code and the Treasury Regulations), or (ii) does not furnish a Non-Foreign Certificate to the General Partner, the withholding provisions in this Section 6.7 shall apply for purposes of Sections 1445 and 1446 of the Code.

Withholding Payments Required By Law. (a) Unless treated as a Tax Payment Loan (as hereinafter defined), any amount paid by the Partnership for or with respect to any Partner holder of RP Units on account of any withholding tax or other tax payable with respect to the income, profits or distributions of the Partnership pursuant to the Code, the Regulations, or any state or local statute, regulation regulation, notice, ruling or ordinance requiring such payment (a "Withholding Tax Act") shall be treated as a distribution to such Partner holder for all purposes of this Agreement, consistent with the character or source of the income, profits or cash which gave rise to the payment or withholding obligation. To the extent that the amount required to be remitted by the Partnership under the Withholding Tax Act exceeds the amount then otherwise distributable to such Partnerholder, unless and to the extent that funds shall have been provided by such Partner holder pursuant to the last sentence of this Section 10.4(a6.7(a), the excess shall constitute a loan from the Partnership to such Partner holder (a "Tax Payment Loan") which shall be payable upon demand and shall bear interest, from the date that the Partnership makes the payment to the relevant taxing authority, at the rate announced from time to time by Citibank, N.A. (or any successor thereto) as its "prime rate"," plus 4% per annum, compounded monthly (but in no event higher that than the highest interest rate permitted by applicable law). So long as any Tax Payment Loan to any Partner holder of RP Units or the interest thereon remains unpaid, the Partnership shall make future distributions due to such Partner holder under this Agreement by applying the amount of any such distributions first to the payment of any unpaid interest on such Tax Payment Loan and then to the repayment of the principal thereof, and no such future distributions shall be paid to such Partner holder until all of such principal and interest has been paid in full. If the amount required to be remitted by the Partnership under the Withholding Tax Act exceeds the amount then otherwise distributable to a Partnerholder of RP Units, the Partnership shall notify such Partner holder at least five (5) Business Days in advance of the date upon which the Partnership would be required to make a Tax Payment Loan under this Section 10.4(a6.7(a) (the "Tax Payment Loan Date") and provide such Partner holder the opportunity to pay to the Partnership, on or before the Tax Payment Loan Date, all or a portion of such deficit. (b) The Managing General Partner shall have the authority to take all actions necessary to enable the Partnership to comply with the provision provisions of any Withholding Tax Act applicable to the Partnership and to carry out the provisions of this Section 106.7. Nothing in this Section 6.7 shall create any obligation on the General Partner to advance funds to the Partnership or to borrow funds from third parties in order to make any payments on account of any liability of the Partnership under a Withholding Tax Act. (c) In the event that a Tax Payment Loan is not paid by a holder of RP Units within thirty (30) days after written demand therefor is made by the General Partner, the General Partner may cause all distributions that would otherwise be made to such holder to be retained by the Partnership, or sell such holder's RP Units for sale proceeds, in each case up to the amount necessary to repay such Tax Payment Loan, including all accrued and unpaid interest therein, and such retained distributions or sale proceeds shall be applied against, first, the accrued interest on and, second, the principal of, such Tax Payment Loan. Rights, Duties and Restrictions of the General Partner

Withholding Payments Required By Law. (a) Each Limited Partner hereby authorizes the Partnership to withhold from or pay on behalf of or with respect to such Limited Partner any amount of federal, state, local or foreign taxes that the General Partner determines that the Partnership is required to withhold or pay with respect to any amount distributable or allocable to such Limited Partner pursuant to this Agreement, including without limitation, any taxes required to be withheld or paid by the Partnership pursuant to sections 1441, 1442, 1445 or 1446 of the Code ("Withholding Obligation"). Unless treated as a Tax Payment Loan (as hereinafter defined), any amount paid by the Partnership for or with respect to any Limited Partner on account of any withholding tax or other tax payable with respect to the income, profits or distributions of the Partnership to the Code, the Regulations, or any state or local statute, regulation or ordinance requiring such payment (a "Withholding Tax Act") Obligation shall be treated as a distribution to such Limited Partner for all purposes of this Agreement, consistent with the character or source of the income, profits or cash which gave rise to the payment or withholding obligation. Withholding Obligation. (b) To the extent that the amount required to be remitted by the Partnership under the with respect to a Withholding Tax Act exceeds the amount then otherwise distributable to such Partner, unless and to the extent that funds shall have been provided by such Partner pursuant to the last sentence of this Section 10.4(a), the excess shall constitute a loan from the Partnership to such Partner (a "Tax Payment Loan") which shall be payable upon demand and shall bear interest, from the date that the Partnership makes the payment to the relevant taxing authority, at the rate announced from time to time by Citibank, N.A. (or any successor thereto) as its "prime rate", compounded monthly (but in no event higher that the highest interest rate permitted by applicable law). So long as any Tax Payment Loan to any Partner or the interest thereon remains unpaid, the Partnership shall make future distributions due to such Partner under this Agreement by applying the amount of any such distributions first to the payment of any unpaid interest on such Tax Payment Loan and then to the repayment of the principal thereof, and no such future distributions shall be paid to such Partner until all of such principal and interest has been paid in full. If the amount required to be remitted by the Partnership under the Withholding Tax Act Obligation exceeds the amount then otherwise distributable to a Limited Partner, the Partnership shall notify such Partner at least five (5) Business Days in advance excess of the date upon which Withholding Obligation shall constitute a loan ("Tax Payment Loan") from the Partnership would to such Limited Partner. Any Tax Payment Loan shall be required repaid by the Limited Partner to make whom it was deemed made within fifteen (15) days after Notice from the General Partner that a Tax Payment Loan under this Section 10.4(a) (has been made on behalf of such Limited Partner. Each Limited Partner hereby unconditionally and irrevocably grants to the "Tax Payment Loan Date") and provide Partnership a security interest in such Partner the opportunity Limited Partner's Partnership Interest to secure such Limited Partner's obligation to pay to the PartnershipPartnership any amounts required to be paid pursuant to this Section 6.6. In the event that a Limited Partner fails to pay any amount owed to the Partnership pursuant to this Section 6.6 when due, the General Partner may, in its sole and absolute discretion, elect to make the payment to the Partnership on or before the Tax Payment Loan Date, all or a portion behalf of such deficitdefaulting Limited Partner, and in such event shall be deemed to have loaned such amount to such defaulting Limited Partner. In such event, the General Partner shall have the right to receive distributions that otherwise would be distributable to such defaulting Limited Partner until such time as such loan, together with all interest thereon, has been paid in full; and any such distributions so received by the General Partner shall be treated as having been distributed to the Defaulting Limited Partner and immediately paid by the defaulting Limited Partner to the General Partner in repayment of such loan. Any amounts payable by a Limited Partner hereunder shall bear interest at the lesser of (A) the base rate on corporate loans at large United States money center commercial banks, as published from time to time in the Wall Street Journal, plus 4 percentage points, or (B) the maximum lawful rate of interest on such obligation. Such interest shall accrue from the date such amount is due (i.e., 15 days after demand) until such amount is paid in full. Each Limited Partner shall take such actions as the Partnership or the General Partner shall request in order to perfect or enforce the security interest created hereunder. (bc) The Managing General Partner shall have the authority to take all actions necessary to enable the Partnership to comply with the provision of any statutes, laws or obligations that create a Withholding Tax Act applicable to the Partnership Obligation and to carry out the provisions of this Section 106.6. Nothing in this Section 6.6 shall create any obligation on the General Partner to advance funds to the Partnership or to borrow funds from third parties in order to make any payments on account of any liability of the Partnership for a Withholding Obligation. (d) Any Partner who is a nonresident alien, foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the Code and the Regulations) is hereinafter referred to as a Foreign Partner. A Partner who is not a Foreign Partner shall deliver to the General Partner a Certification of Non-Foreign Status in the form prescribed by the General Partner for withholding purposes under sections 1445 and 1446 of the Code. In the event that a Partner (i) is a Foreign Partner, or (ii) does not furnish a certification of Non-Foreign Status to the General Partner, then the withholding provisions in this Section 6.6 shall apply.

Withholding Payments Required By Law. (a) Unless treated as a Tax Payment Loan (as hereinafter defineddefined below), any amount paid by the Partnership Company for or with respect to any Partner holder of Units on account of any withholding tax or other tax payable with respect to the income, profits or distributions of the Partnership Company pursuant to the CodeIRC, the Regulations, or any state or local statute, regulation regulation, notice, ruling or ordinance requiring such payment (a "Withholding Tax ActWITHHOLDING TAX ACT") shall be treated as a distribution to such Partner holder for all purposes of this Agreement, consistent with the character or source of the income, profits or cash which that gave rise to the payment or withholding obligation. To the extent that the amount required to be remitted by the Partnership Company under the Withholding Tax Act exceeds the amount then otherwise distributable to such Partnerholder, unless and to the extent that funds shall have been provided by such Partner holder pursuant to the last sentence of this Section 10.4(aSECTION 4.4(a), the excess shall constitute a loan from the Partnership Company to such Partner holder (a "Tax Payment LoanTAX PAYMENT LOAN") ), which shall be fully recourse to such holder, shall be payable upon demand and shall bear interest, from the date that the Partnership Company makes the payment to the relevant taxing authority, at a rate equal to lesser of (i) the rate most recently announced from at the time to time of making the applicable Tax Payment Loan by CitibankBank of America, N.A. (or any successor thereto) N.T. & S.A. as its "prime rateprime" (or ", compounded monthly (but in no event higher that the highest reference") interest rate permitted PLUS three percent (3%), or (ii) the maximum rate allowed by applicable law). So long as any Tax Payment Loan to any Partner holder of Units or the interest thereon remains unpaid, the Partnership Company shall make future distributions due to such Partner holder under this Agreement by applying the amount of any such distributions first to the payment of any unpaid interest on such Tax Payment Loan and then to the repayment of the principal thereof, and no such future distributions shall be paid to such Partner holder until all of such principal and interest has been paid in full. If the amount required to be remitted by the Partnership Company under the zapplicable Withholding Tax Act exceeds the amount then otherwise distributable to a Partnerholder of Units, the Partnership Company shall notify such Partner holder at least five (5) Business Days in advance of the date upon which the Partnership Company would be required to make a Tax Payment Loan under this Section 10.4(aSECTION 4.4(a) (the "Tax Payment Loan DateTAX PAYMENT LOAN DATE") and provide such Partner holder the opportunity to pay to the PartnershipCompany, on or before the Tax Payment Loan Date, all or a portion of such deficit. (b) The Managing General Partner shall have the authority to Company will take all actions necessary to enable the Partnership to comply with the provision provisions of any Withholding Tax Act applicable to the Partnership Company and to carry out the provisions of this Section 10SECTION 4.

Withholding Payments Required By Law. (a) Unless treated as a Tax Payment Loan (as hereinafter defined), any amount paid by the Partnership LLC for or with respect to any Partner Member on account of any withholding tax or other tax payable with respect to the income, profits or distributions of the Partnership LLC to the Code, the Regulations, or any state or local statute, regulation or ordinance requiring such payment (a "Withholding Tax Act") shall be treated as a distribution to such Partner Member for all purposes of this Agreement, consistent with the character or source of the income, profits or cash which gave rise to the payment or withholding obligation. To the extent that the amount required to be remitted by the Partnership LLC under the Withholding Tax Act exceeds the amount then otherwise distributable to such PartnerMember, unless and to the extent that funds shall have been provided by such Partner Member pursuant to the last sentence of this Section 10.4(a6.4(a), the excess shall constitute a loan from the Partnership LLC to such Partner Member (a "Tax Payment Loan") which shall be payable upon demand and shall bear interest, from the date that the Partnership LLC makes the payment to the relevant taxing authority, at the rate announced from time to time by Citibank, N.A. (or any successor thereto) as its "prime rate", compounded monthly (but in no event higher that than the highest interest rate permitted by applicable law). So long as any Tax Payment Loan to any Partner Member or the interest thereon remains unpaid, the Partnership LLC shall make future distributions due to such Partner Member under this Agreement by applying the amount of any such distributions first to the payment of any unpaid interest on such Tax Payment Loan and then to the repayment of the principal thereof, and no such future distributions shall be paid to such Partner Member until all of such principal and interest has been paid in full. If the amount required to be remitted by the Partnership LLC under the Withholding Tax Act exceeds the amount then otherwise distributable to a PartnerMember, the Partnership LLC shall notify such Partner Member at least five (5) Business Days in advance of the date upon which the Partnership LLC would be required to make a Tax Payment Loan under this Section 10.4(a6.4(a) (the "Tax Payment Loan Date") and provide such Partner Member the opportunity to pay to the PartnershipLLC, on or before the Tax Payment Loan Date, all or a portion of such deficit. (b) The Managing General Partner Members shall have the authority to take all actions necessary to enable the Partnership LLC to comply with the provision provisions of any Withholding Tax Act applicable to the Partnership LLC and to carry out the provisions of this Section 106.

Withholding Payments Required By Law. (a) Unless treated as a Tax Payment Loan (as hereinafter defined), any amount paid by the Partnership for or with respect to any Partner holder of Units on account of any withholding tax or other tax payable with respect to the income, profits or distributions of the Partnership pursuant to the Code, the Regulations, or any state or local statute, regulation regulation, notice, ruling or ordinance requiring such payment (a "Withholding Tax Act") shall be treated as a distribution to such Partner holder for all purposes of this Agreement, consistent with the character or source of the income, profits or cash which gave rise to the payment or withholding obligation. To the extent that the amount required to be remitted by the Partnership under the Withholding Tax Act exceeds the amount then otherwise distributable to such Partnerholder, unless and to the extent that funds shall have been provided by such Partner holder pursuant to the last sentence of this Section 10.4(a6.7(a), the excess shall constitute a loan from the Partnership to such Partner holder (a "Tax Payment Loan") which shall be payable upon demand and shall bear interest, from the date that the Partnership makes the payment to the relevant taxing authority, at the rate announced from time to time by Citibank, N.A. (or any successor thereto) as its "prime rate", plus four (4) percent per annum, compounded monthly (but in no event higher that than the highest interest rate permitted by applicable law). So long as any Tax Payment Loan to any Partner holder of Units or the interest thereon remains unpaid, the Partnership shall make future distributions due to such Partner holder under this Agreement by applying the amount of any such distributions first to the payment of any unpaid interest on such Tax Payment Loan and then to the repayment of the principal thereof, and no such future distributions shall be paid to such Partner holder until all of such principal and interest has been paid in full. If the amount required to be remitted by the Partnership under the Withholding Tax Act exceeds the amount then otherwise distributable to a Partnerholder of Units, the Partnership shall notify such Partner holder at least five (5) Business Days in advance of the date upon which the Partnership would be required to make a Tax Payment Loan under this Section 10.4(a6.7(a) (the "Tax Payment Loan Date") and provide such Partner holder the opportunity to pay to the Partnership, on or before the Tax Payment Loan Date, all or a portion of such deficit. (b) The Managing General Partner shall have the authority to take all actions necessary to enable the Partnership to comply with the provision provisions of any Withholding Tax Act applicable to the Partnership and to carry out the provisions of this Section 106.7. Nothing in this Section 6.7 shall create any obligation on the General Partner to advance funds to the 37 Partnership or to borrow funds from third parties in order to make any payments on account of any liability of the Partnership under a Withholding Tax Act. (c) In the event that a Tax Payment Loan is not paid by a holder of Units within thirty (30) days after written demand therefor is made by the General Partner, the General Partner may cause all distributions that would otherwise be made to such holder to be retained by the Partnership, or sell such holder's Units for sale proceeds, in each case up to the amount necessary to repay such Tax Payment Loan, including all accrued and unpaid interest therein, and such retained distributions or sale proceeds shall be applied against, first, the accrued interest on and, second, the principal of, such Tax Payment Loan.

Withholding Payments Required By Law. (a) Each Limited Partner hereby authorizes the Partnership to withhold from or pay on behalf of or with respect to such Limited Partner any amount of federal, state, local or foreign taxes that the General Partner determines that the Partnership is required to withhold or pay with respect to any amount distributable or allocable to such Limited Partner pursuant to this Agreement, including without limitation, any taxes required to be withheld or paid by the Partnership pursuant to sections 1441, 1442, 1445 or 1446 of the Code ("Withholding Obligation"). Unless treated as a Tax Payment Loan (as hereinafter defined), any amount paid by the Partnership for or with respect to any Limited Partner on account of any withholding tax or other tax payable with respect to the income, profits or distributions of the Partnership to the Code, the Regulations, or any state or local statute, regulation or ordinance requiring such payment (a "Withholding Tax Act") Obligation shall be treated as a distribution to such Limited Partner for all purposes of this Agreement, consistent with the character or source of the income, profits or cash which gave rise to the payment or withholding obligation. Withholding Obligation. (b) To the extent that the amount required to be remitted by the Partnership under the with respect to a Withholding Tax Act exceeds the amount then otherwise distributable to such Partner, unless and to the extent that funds shall have been provided by such Partner pursuant to the last sentence of this Section 10.4(a), the excess shall constitute a loan from the Partnership to such Partner (a "Tax Payment Loan") which shall be payable upon demand and shall bear interest, from the date that the Partnership makes the payment to the relevant taxing authority, at the rate announced from time to time by Citibank, N.A. (or any successor thereto) as its "prime rate", compounded monthly (but in no event higher that the highest interest rate permitted by applicable law). So long as any Tax Payment Loan to any Partner or the interest thereon remains unpaid, the Partnership shall make future distributions due to such Partner under this Agreement by applying the amount of any such distributions first to the payment of any unpaid interest on such Tax Payment Loan and then to the repayment of the principal thereof, and no such future distributions shall be paid to such Partner until all of such principal and interest has been paid in full. If the amount required to be remitted by the Partnership under the Withholding Tax Act Obligation exceeds the amount then otherwise distributable to a Limited Partner, the Partnership shall notify such Partner at least five (5) Business Days in advance excess of the date upon which Withholding Obligation shall constitute a loan ("Tax Payment Loan") from the Partnership would to such Limited Partner. Any Tax Payment Loan shall be required repaid by the Limited Partner to make whom it was deemed made within fifteen (15) days after Notice from the General Partner that a Tax Payment Loan under this Section 10.4(a) (has been made on behalf of such Limited Partner. Each Limited Partner hereby unconditionally and irrevocably grants to the "Tax Payment Loan Date") and provide Partnership a security interest in such Partner the opportunity Limited Partner's Partnership Interest to secure such Limited Partner's obligation to pay to the PartnershipPartnership any amounts required to be paid pursuant to this Section 6.6. In the event that a Limited Partner fails to pay any amount owed to the Partnership pursuant to this Section 6.6 when due, the General Partner may, in its sole and absolute discretion, elect to make the payment to the Partnership on or before the Tax Payment Loan Date, all or a portion behalf of such deficitdefaulting Limited Partner, and in such event shall be deemed to have loaned such amount to such defaulting Limited Partner. In such event, the General Partner shall have the right to receive distributions that otherwise would be distributable to such defaulting Limited Partner until such time as such loan, together with all interest thereon, has been paid in full; and any such distributions so received by the General Partner shall be treated as having been distributed to the Defaulting Limited Partner and immediately paid by the defaulting Limited Partner to the General Partner in repayment of such loan. Any amounts payable by a Limited Partner hereunder shall bear interest at the lesser of (A) the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The Wall Street Journal, plus 4 percentage points, or (B) the maximum lawful rate of interest on such obligation. Such interest shall accrue from the date such amount is due (i.e., 15 days after demand) until such amount is paid in full. Each Limited Partner shall take such actions as the Partnership or the General Partner shall request in order to perfect or enforce the security interest created hereunder. (bc) The Managing General Partner shall have the authority to take all actions necessary to enable the Partnership to comply with the provision of any statutes, laws or obligations that create a Withholding Tax Act applicable to the Partnership Obligation and to carry out the provisions of this Section 10.6.6. Nothing in this Section 6.6 shall create any obligation on the General Partner to advance funds to the Partnership or to borrow funds from third parties in order to make any payments on account of any liability

Withholding Payments Required By Law. (a) Unless treated as a Tax Payment Loan (as hereinafter defined), any amount paid by the Partnership for or with respect to any Partner on account of any withholding tax or other tax payable with respect to the income, profits or distributions of the Partnership pursuant to the Code, the Regulations, or any state or local statute, regulation or ordinance requiring such payment (a "Withholding Tax ActWITHHOLDING TAX ACT") shall be treated as a distribution to such Partner for all purposes of this Agreement, consistent with the character or source of the income, profits or cash which gave rise to the payment or withholding obligation. To the extent that the amount required to be remitted by the Partnership under the Withholding Tax Act exceeds the amount then otherwise distributable to such Partner, unless and to the extent that funds shall have been provided by such Partner pursuant to the last sentence of this Section 10.4(a6.4(a), the excess shall constitute a loan from the Partnership to such Partner (a "Tax Payment LoanTAX PAYMENT LOAN") which shall be payable upon demand and shall bear interest, from the date that the Partnership makes the payment to the relevant taxing authority, at the rate announced from time to time by Citibank, N.A. (or any successor thereto) as its "prime rate", compounded monthly (but in no event higher that than the highest interest rate permitted by applicable law). So long as any Tax Payment Loan to any Partner or the interest thereon remains unpaid, the Partnership shall make future distributions due to such Partner under this Agreement by applying the amount of any such distributions first to the payment of any unpaid interest on such Tax Payment Loan and then to the repayment of the principal thereof, and no such future distributions shall be paid to such Partner until all of such principal and interest has been paid in full. If the amount required to be remitted by the Partnership under the Withholding Tax Act exceeds the amount then otherwise distributable to a Partner, the Partnership shall notify such Partner at least five (5) Business Days in advance of the date upon which the Partnership would be required to make a Tax Payment Loan under this Section 10.4(a6.4(a) (the "Tax Payment Loan DateTAX PAYMENT LOAN DATE") and provide such Partner the opportunity to pay to the Partnership, on or before the Tax Payment Loan Date, all or a portion of such deficit. (b) The Managing General Partner shall have the authority to take all actions necessary to enable the Partnership to comply with the provision provisions of any Withholding Tax Act applicable to the Partnership and to carry out the provisions of this Section 106.4. Nothing in this Section 6.4 shall create any obligation on the General Partner to advance funds to the Partnership or to borrow funds from third parties in order to make any payments on account of any liability of the Partnership under a Withholding Tax Act. (c) In the event that a Tax Payment Loan is not paid by a Limited Partner within thirty (30) days after written demand therefor is made by the General Partner, the General Partner may cause all distributions that would otherwise be made to such Limited Partner to be retained by the Partnership, up to the amount necessary to repay such Tax Payment Loan, including all accrued and unpaid interest thereon, and such retained distributions shall be applied against, FIRST, the accrued interest on and, SECOND, the principal of, such Tax Payment Loan.

Withholding Payments Required By Law. (a) Unless treated as a Tax Payment Loan (as hereinafter defined), any amount paid by the Partnership for or with respect to any Partner holder of OP Units on account of any withholding tax or other tax payable with respect to the income, profits or distributions of the Partnership pursuant to the Code, the Regulations, or any state or local statute, regulation regulation, notice, ruling or ordinance requiring such payment (a "Withholding Tax Act") shall be treated as a distribution to such Partner holder for all purposes of this Agreement, consistent with the character or source of the income, profits or cash which gave rise to the payment or withholding obligation. To the extent that the amount required to be remitted by the Partnership under the Withholding Tax Act exceeds the amount then otherwise distributable to such Partnerholder, unless and to the extent that funds shall have been provided by such Partner holder pursuant to the last sentence of this Section 10.4(a6.7(a), the excess shall constitute a loan from the Partnership to such Partner holder (a "Tax Payment -33- 39 Loan") which shall be payable upon demand and shall bear interest, from the date that the Partnership makes the payment to the relevant taxing authority, at the rate announced from time to time by Citibank, N.A. (or any successor thereto) as its "prime rate"," plus 4% per annum, compounded monthly (but in no event higher that than the highest interest rate permitted by applicable law). So long as any Tax Payment Loan to any Partner holder of OP Units or the interest thereon remains unpaid, the Partnership shall make future distributions due to such Partner holder under this Agreement by applying the amount of any such distributions first to the payment of any unpaid interest on such Tax Payment Loan and then to the repayment of the principal thereof, and no such future distributions shall be paid to such Partner holder until all of such principal and interest has been paid in full. If the amount required to be remitted by the Partnership under the Withholding Tax Act exceeds the amount then otherwise distributable to a Partnerholder of OP Units, the Partnership shall notify such Partner holder at least five (5) Business Days in advance of the date upon which the Partnership would be required to make a Tax Payment Loan under this Section 10.4(a6.7(a) (the "Tax Payment Loan Date") and provide such Partner holder the opportunity to pay to the Partnership, on or before the Tax Payment Loan Date, all or a portion of such deficit. (b) The Managing General Partner shall have the authority to take all actions necessary to enable the Partnership to comply with the provision provisions of any Withholding Tax Act applicable to the Partnership and to carry out the provisions of this Section 106.7. Nothing in this Section 6.7 shall create any obligation on the General Partner to advance funds to the Partnership or to borrow funds from third parties in order to make any payments on account of any liability of the Partnership under a Withholding Tax Act. (c) In the event that a Tax Payment Loan is not paid by a holder of OP Units within thirty (30) days after written demand therefor is made by the General Partner, the General Partner may cause all distributions that would otherwise be made to such holder to be retained by the Partnership, or sell such holder's OP Units for sale proceeds, in each case up to the amount necessary to repay such Tax Payment Loan, including all accrued and unpaid interest therein, and such retained distributions or sale proceeds shall be applied against, first, the accrued interest on and, second, the principal of, such Tax Payment Loan.