Repayment or Refinancing of Guaranteed Debt. The Partnership shall not, at any time during the Tax Protection Period applicable to a Partner Guarantor, repay or refinance all or any portion of any Guaranteed Debt unless (i) after taking into account such repayment, each Partner Guarantor would be entitled to include in its basis for its Units an amount of Guaranteed Debt equal to its Minimum Liability Amount, or (ii) alternatively, the Partnership, not less than 30 days prior to such repayment or refinancing, offers to the applicable Partner Guarantors the opportunity either (A) to enter into a Qualified Guarantee with respect to other Qualified Guarantee Indebtedness, or (B) to enter into a DRO, in either case in an amount sufficient so that, taking into account such guarantees of such other Qualified Guarantee Indebtedness, as applicable, each Partner Guarantor who guarantees such other Qualified Guarantee Indebtedness or enters into a DRO in the amount specified by the Partnership would be entitled to include in its adjusted tax basis for its Units debt equal to the Minimum Liability Amount for such Partner Guarantor.
Repayment or Refinancing of Guaranteed Debt. The Partnership shall not, at any time during the Tax Protection Period applicable to a Partner Guarantor, repay or refinance all or any portion of any Guaranteed Debt or otherwise take any action that would result in a decrease in the amount of Partnership liabilities allocated to a Partner Guarantor, unless (i) after taking into account such repayment or other action, each Partner Guarantor would be entitled, pursuant to Section 752 of the Code and the Treasury Regulations thereunder, to include in its adjusted tax basis for its OP Units an amount of Partnership liabilities at least equal to its Minimum Liability Amount or (ii) alternatively, the Partnership, not less than 30 days prior to such repayment, refinancing or other action, offers to the applicable Partner Guarantors at their election the opportunity either (A) to enter into a Qualified Guarantee with respect to other indebtedness of the Partnership or a wholly-owned “pass-through” Subsidiary of the Partnership or (B) in the event the Partnership has sufficient recourse debt outstanding and the Protected Partner agrees in lieu of entering into a Qualified Guarantee pursuant to clause (A) above, to enter into a DRO, in either case in an amount sufficient so that, taking into account such guarantees of such other indebtedness or DROs and taking into account the presumption in the last sentence of Section 3.2, each such Partner Guarantor would be entitled, pursuant to Section 752 and the Treasury Regulations thereunder, to include in its adjusted tax basis for its OP Units an amount of Partnership liabilities equal to the Minimum Liability Amount for such Partner Guarantor.
Repayment or Refinancing of Guaranteed Debt. The Partnership shall not, at any time during the Tax Protection Period applicable to a Partner Guarantor, repay or refinance all or any portion of any Guaranteed Debt unless (i) after taking into account such repayment, each Partner Guarantor would be entitled to include in its basis for its Units an amount of Guaranteed Debt equal to its Minimum Liability Amount, or (ii) alternatively, the Partnership, not less than 30 days prior to such repayment or refinancing, offers to the applicable Partner Guarantors the opportunity to enter into a Qualified Guarantee with respect to other Qualified Guarantee Indebtedness in a sufficient amount so that the Partner would be entitled to include in its adjusted tax basis of its Units Guaranteed Debt equal to the Minimum Liability Amount for such Partner Guarantor.
Repayment or Refinancing of Guaranteed Debt. If the Partnership, at any time during the Tax Protection Period applicable to a Partner Guarantor, repays or refinances all or any portion of any Guaranteed Debt, the Partnership will use commercially reasonable efforts to ensure that (i) after taking into account such repayment, each Partner Guarantor would be entitled to include in its basis for its Units an amount of Guaranteed Debt equal to its Liability Amount, or (ii) alternatively, the Partnership, not less than thirty (30) days prior to such repayment or refinancing, offers to the applicable Partner Guarantor the opportunity, in the Partnership’s discretion, either (A) to enter into a Bottom Guarantee with respect to other indebtedness of the Partnership, or (B) to enter into a Deficit Restoration Obligation, in either case in an amount sufficient so that, taking into account such Bottom Guarantee of such other Partnership indebtedness or such Deficit Restoration Obligation, as applicable, each Partner Guarantor who makes such Bottom Guarantee or enters into a Deficit Restoration Obligation in the amount specified by the Partnership would be entitled to include in its adjusted tax basis for its Units debt equal to the Liability Amount (determined as of the Closing Date) for such Partner Guarantor.
Repayment or Refinancing of Guaranteed Debt. Vornado OP shall not, at any time during the Protected Period applicable to an SCR Partner Guarantor, repay or refinance all or any portion of any Guaranteed Debt unless (i) after taking into account such repayment, each SCR Partner Guarantor would be entitled, pursuant to Treasury Regulation ss. 1.752-2 (and not Treasury Regulation ss. 1.752-3), to include in its basis for its Protected Units an amount of Guaranteed Debt equal to its Scheduled Guarantee Amount, or (ii) alternatively, Vornado OP, not less than 30 days prior to such repayment or refinancing, offers to the applicable SCR Partner Guarantors the opportunity to enter into a Qualified Guarantee with respect to other Qualified Guarantee Indebtedness in an amount sufficient so that, taking into account such guarantees of such other Qualified Guarantee Indebtedness, each SCR Partner Guarantor who elects to guarantee such other Qualified Guarantee Indebtedness in the amount specified by Vornado OP would be entitled, pursuant to Treasury Regulation ss. 1.752-2 (and not Treasury Regulation ss. 1.752-3), to include in its adjusted tax basis for its Protected Units debt equal to the Scheduled Guarantee Amount for such SCR Partner Guarantor.
Repayment or Refinancing of Guaranteed Debt. The Partnership shall not, at any time during the Tax Protection Period applicable to a Partner Guarantor, repay or refinance all or any portion of any Guaranteed Debt unless (i) after taking into account such repayment, each Partner Guarantor would be entitled, pursuant to Treasury Regulation Section 1.752-2 (and not Treasury Regulation Section 1.752-3), to include in its adjusted tax basis for its OP Units an amount of Guaranteed Debt equal to its Minimum Liability Amount or (ii) alternatively, the Partnership, not less than 30 days prior to such repayment or refinancing, offers to the applicable Partner Guarantors the opportunity either (A) to enter into a qualified guarantee with respect to other indebtedness of the Partnership or a subsidiary of the Partnership or (B) to enter into a DRO, in either case, in an amount sufficient so that, taking into account such guarantees of such other indebtedness each Partner Guarantor who guarantees such other indebtedness in the amount specified by the Partnership would be entitled, pursuant to Treasury Regulation Section 1.752-2 (and not Treasury Regulation Section 1.752-3), to include in its adjusted tax basis for its OP Units debt equal to the Minimum Liability Amount for such Partner Guarantor.
