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.

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.

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.

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.

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 33 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.

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.

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.

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.

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.

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.

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.