Common use of Possible Restrictions on Transfer Clause in Contracts

Possible Restrictions on Transfer. Notwithstanding anything to the contrary contained in this Agreement, in the event of (i) the enactment (or imminent enactment) of any legislation, (ii) the publication of any temporary or final regulation by the Treasury Department ("Treasury Regulation"), (iii) any ruling by the Internal Revenue Service or (iv) any judicial decision that in any such case, in the Opinion of Counsel, would result in the taxation of the Partnership for federal income tax purposes as a corporation or would otherwise subject the Partnership to being taxed as an entity for federal income tax purposes, then, either (a) the General Partner may impose such restrictions on the transfer of Units or Partnership Interests as may be required in the Opinion of Counsel to prevent the Partnership from being taxed as a corporation or otherwise being taxed as an entity for federal income tax purposes, including, without limitation, making any amendments to this Agreement as the General Partner in its sole discretion may determine to be necessary or appropriate to impose such restrictions, provided, that any such amendment to this Agreement that would result in the delisting or suspension of trading of any class or series of Units or other Partnership Securities on any National Securities Exchange or national securities market on which such class or series of Units or other Partnership Securities are then traded must be approved by the holders of at least 66 2/3% of the Outstanding securities of such class or series or (b) upon the recommendation of the General Partner and the approval of the holders of at least 66 2/3% of all Outstanding Voting Units, the Partnership may be converted into and reconstituted as a trust or any other type of legal entity (the "New Entity") in the manner and on other terms so recommended and approved. In such event, the business of the Partnership shall be continued by the New Entity and the Outstanding Units and other Partnership Securities shall be converted into equity interests of the New Entity in the manner and on the terms so recommended and approved. Notwithstanding the foregoing, no such reconstitution shall take place unless the Partnership shall have received an Opinion of Counsel to the effect that the liability of the Limited Partners for the debts and obligations of the New Entity shall not, unless such Limited Partners take part in the control of the business of the New Entity, exceed that which otherwise had been applicable to such Limited Partners as limited partners of the Partnership under the Delaware Act.

Possible Restrictions on Transfer. Notwithstanding anything to the contrary contained in this Agreement, in the event of (i) the enactment (or imminent enactment) of any legislation, (ii) the publication of any temporary or final regulation by the Treasury Department ("a “Treasury Regulation"”), (iii) any ruling by the Internal Revenue Service or (iv) any judicial decision that decision, that, in any such case, in the Opinion of Counsel, would result in the taxation of the Partnership for federal income tax purposes as a corporation or would otherwise subject the Partnership to being taxed as an entity for federal income tax purposes, then, either (a) the General Partner may impose such restrictions on the transfer of Units or Partnership Interests as may be required required, in the Opinion of Counsel Counsel, to prevent the Partnership from being taxed as a corporation or otherwise being taxed as an entity for federal income tax purposes, including, without limitation, making any amendments to this Agreement as the General Partner in its sole discretion may determine to be necessary or appropriate to impose such restrictions, ; provided, that any such amendment to this Agreement that would result in the delisting or suspension of trading of any class or series of the Class A Common Units or other Partnership Securities on any National Securities Exchange or national securities market on which such class or series of the Class A Common Units or other Partnership Securities are then traded must be approved by the holders of at least 66 2/32⁄3% of the Outstanding securities Units (excluding for this purpose any Common Units, Series 1 Preferred Units, Class D Units and Class E Units held by the General Partner and its Affiliates and the number of such class or series I-Units that equal the number of Listed Shares and Voting Shares held by the General Partner and its Affiliates) or (b) upon the recommendation of the General Partner and the approval of the holders of at least 66 2/32⁄3% of all the Outstanding Units (excluding for this purpose any Common Units, Series 1 Preferred Units, Class D Units and Class E Units held by the General Partner and its Affiliates and the number of I-Units that equal the number of Listed Shares and Voting UnitsShares held by the General Partner and its Affiliates), the Partnership may be converted into and reconstituted as a trust or any other type of legal entity (the "“New Entity"”) in the manner and on other the terms so recommended and approved. In such event, the business of the Partnership shall be continued by the New Entity and the Outstanding Units and other Partnership Securities shall be converted into equity interests of the New Entity in the manner and on the terms so recommended and approved. Notwithstanding the foregoing, no such reconstitution shall take place unless the Partnership shall have received an Opinion of Counsel to the effect that the liability of the Limited Partners for the debts and obligations of the New Entity shall not, unless such Limited Partners take part in the control of the business of the New Entity, exceed that which otherwise had been applicable to such Limited Partners as limited partners of the Partnership under the Delaware Act.

Possible Restrictions on Transfer. Notwithstanding anything to the contrary contained in this Agreement, in the event of (i) the enactment (or imminent enactment) of any legislation, (ii) the publication of any temporary or final regulation by the Treasury Department ("Treasury Regulation"), (iii) any ruling by the Internal Revenue Service or (iv) any judicial decision that decision, that, in any such case, in the Opinion of Counsel, would result in the taxation of the Partnership for federal income tax purposes as a corporation or would otherwise subject the Partnership to being taxed as an entity for federal income tax purposes, then, either (a) the General Partner may impose such restrictions on the transfer of Units or of Partnership Interests as may be required required, in the Opinion of Counsel Counsel, to prevent the Partnership from being taxed as a corporation or otherwise being taxed as an entity for federal income tax purposes, including, without limitation, making any amendments to this Agreement as the General Partner in its sole discretion may determine to be necessary or appropriate to impose such restrictions, provided, that any such amendment to this Agreement that would result in the delisting or suspension of trading of any class or series of the Units or other Partnership Securities on any National Securities Exchange or national securities market on which such class or series of the Units or other Partnership Securities are then traded must be approved by the holders of at least 66 2/3662/3% of the Outstanding securities of such class or series Units or (b) upon the recommendation of the General Partner and the approval of the holders of at least 66 2/3662/3% of all the Outstanding Voting Units, the Partnership may be converted into and reconstituted as a trust or any other type of legal entity (the "New Entity") in the manner and on other terms so recommended and approved. In such event, the business of the Partnership shall be continued by the New Entity and the Outstanding Units and other Partnership Securities shall be converted into equity interests of the New Entity in the manner and on the terms so recommended and approved. Notwithstanding the foregoing, no such reconstitution shall take place unless the Partnership shall have received an Opinion of Counsel to the effect that the liability of the Limited Partners for the debts and obligations of the New Entity shall not, unless such Limited Partners take part in the control of the business of the New Entity, exceed that which otherwise had been applicable to such Limited Partners as limited partners of the Partnership under the Delaware Act.

Possible Restrictions on Transfer. Notwithstanding anything to the contrary contained in this Agreement, in the event of (i) the enactment (or imminent enactment) of any legislation, (ii) the publication of any temporary or final regulation by the Treasury Department ("a “Treasury Regulation"”), (iii) any ruling by the Internal Revenue Service or (iv) any judicial decision that decision, that, in any such case, in the Opinion of Counsel, would result in the taxation of the Partnership for federal income tax purposes as a corporation or would otherwise subject the Partnership to being taxed as an entity for federal income tax purposes, then, either (a) the General Partner may impose such restrictions on the transfer of Units or Partnership Interests as may be required required, in the Opinion of Counsel Counsel, to prevent the Partnership from being taxed as a corporation or otherwise being taxed as an entity for federal income tax purposes, including, without limitation, making any amendments to this Agreement as the General Partner in its sole discretion may determine to be necessary or appropriate to impose such restrictions, ; provided, that any such amendment to this Agreement that would result in the delisting or suspension of trading of any class or series of the Class A Common Units or other Partnership Securities on any National Securities Exchange or national securities market on which such class or series of the Class A Common Units or other Partnership Securities are then traded must be approved by the holders of at least 66 2/3% of the Outstanding securities Units (excluding for this purpose any Common Units and Series 1 Preferred Units held by the General Partner and its Affiliates and the number of such class or series I- Units that equal the number of Listed Shares and Voting Shares held by the General Partner and its Affiliates) or (b) upon the recommendation of the General Partner and the approval of the holders of at least 66 2/3% of all the Outstanding Units (excluding for this purpose any Common Units and Series 1 Preferred Units held by the General Partner and its Affiliates and the number of I-Units that equal the number of Listed Shares and Voting UnitsShares held by the General Partner and its Affiliates), the Partnership may be converted into and reconstituted as a trust or any other type of legal entity (the "“New Entity"”) in the manner and on other the terms so recommended and approved. In such event, the business of the Partnership shall be continued by the New Entity and the Outstanding Units and other Partnership Securities shall be converted into equity interests of the New Entity in the manner and on the terms so recommended and approved. Notwithstanding the foregoing, no such reconstitution shall take place unless the Partnership shall have received an Opinion of Counsel to the effect that the liability of the Limited Partners for the debts and obligations of the New Entity shall not, unless such Limited Partners take part in the control of the business of the New Entity, exceed that which otherwise had been applicable to such Limited Partners as limited partners of the Partnership under the Delaware Act.

Possible Restrictions on Transfer. Notwithstanding anything to the contrary contained in this Agreement, in the event of (i) the enactment (or imminent enactment) of any legislation, (ii) the publication of any temporary or final regulation by the Treasury Department ("Treasury Regulation"), (iii) any ruling by the Internal Revenue Service or (iv) any judicial decision that decision, that, in any such case, in the Opinion of Counsel, would result in the taxation of the Partnership for federal income tax purposes as a corporation or would otherwise subject the Partnership to being taxed as an entity for federal income tax purposes, then, either (a) the General Partner may impose such restrictions on the transfer of LP Units or of Partnership Interests as may be required required, in the Opinion of Counsel Counsel, to prevent the Partnership from being taxed as a corporation or otherwise being taxed as an entity for federal income tax purposes, including, without limitation, making any amendments to this Agreement as the General Partner in its sole discretion may determine to be necessary or appropriate to impose such restrictions, provided, that any such amendment to this Agreement that would result in the delisting or suspension of trading of any class or series of the Units or other Partnership Securities on any National Securities Exchange or national securities market on which such class or series of the Units or other Partnership Securities are then traded must be approved by the holders of at least 66 2/3662/3% of the Outstanding securities of such Units, voting as a separate class or series or (b) upon the recommendation of the General Partner and the approval of the holders of at least 66 2/3662/3% of all the Outstanding Voting LP Units, the Partnership may be converted into and reconstituted as a trust or any other type of legal entity (the "New Entity") in the manner and on other terms so recommended and approved. In such event, the business of the Partnership shall be continued by the New Entity and the Outstanding LP Units and other Partnership Securities shall be converted into equity interests of the New Entity in the manner and on the terms so recommended and approved. Notwithstanding the foregoing, no such reconstitution shall take place unless the Partnership shall have received an Opinion of Counsel to the effect that the liability of the Limited Partners for the debts and obligations of the New Entity shall not, unless such Limited Partners take part in the control of the business of the New Entity, exceed that which otherwise had been applicable to such Limited Partners as limited partners of the Partnership under the Delaware Act.

Possible Restrictions on Transfer. Notwithstanding anything to the contrary contained in this Agreementherein, in the event of (i) the enactment (or imminent enactment) of any legislation, (ii) the publication of any temporary or final regulation by the Treasury Department ("Treasury Regulation")Department, (iii) any ruling by the Internal Revenue Service or (iv) any judicial decision that decision, that, in any such case, in the Opinion of Counsel, would result in the taxation of the Partnership for federal income tax purposes as a corporation or would otherwise subject the Partnership to being taxed as an entity for federal income tax purposesassociation taxable as a corporation, then, either (a) the General Partner may impose such restrictions on the transfer of LP Units or Partnership Interests as may be required required, in the Opinion of Counsel Counsel, to prevent the taxation of the Partnership from being taxed for federal income tax purposes as a corporation or otherwise being taxed as an entity for federal income tax purposesassociation taxable as a corporation, including, without limitation, including making any amendments to this Agreement as the General Partner in its sole discretion may determine to be necessary or appropriate in order to impose such restrictions, provided, that any such amendment to this Agreement that which would result in the delisting or suspension of trading of any class or series of LP Units or other Partnership Securities on any National Securities Exchange or national securities market on which such class or series of LP Units or other Partnership Securities are is then traded must be approved by the holders Record Holders of at least 66 2/3% a majority in interest of the Outstanding securities LP Units of such class or series of LP Units (excluding for purposes of such determination LP Units of such class owned by the General Partner and its Affiliates unless the General Partner and its Affiliates own all of the LP Units of such class of LP Units) or (b) upon the recommendation of the General Partner and the approval of a Majority Interest (excluding for purposes of such determination LP Units owned by the holders of at least 66 2/3% of all Outstanding Voting UnitsGeneral Partner and its Affiliates), the Partnership may be converted into and reconstituted as a trust or any other type of legal entity (the "New Entity") in the manner and on other terms so recommended and approved. In such event, the business of the Partnership shall be continued by the New Entity and the Outstanding Units and other Partnership Securities shall be converted into equity interests of the New Entity in the manner and on the terms so recommended and approved. Notwithstanding the foregoing, no such reconstitution shall take place unless the Partnership shall have received an Opinion of Counsel to the effect that the liability of the Limited Partners for the debts and obligations of the New Entity shall not, unless such Limited Partners take part in the control of the business of the New Entity, exceed that which otherwise had been applicable to such Limited Partners as limited partners of the Partnership under the Delaware Act.

Possible Restrictions on Transfer. Notwithstanding anything to the contrary contained in this Agreement, in the event of (i) the enactment (or imminent enactment) of any legislation, (ii) the publication of any temporary or final regulation by the Treasury Department ("Treasury Regulation"), (iii) any ruling by the Internal Revenue Service or (iv) any judicial decision that in any such case, in the Opinion of Counsel, would result in the taxation of the Partnership for federal income tax purposes as a corporation or would otherwise subject the Partnership to being taxed as an entity for federal income tax purposes, then, either (a) the General Partner may impose such restrictions on the transfer of Units or Partnership Interests as may be required in the Opinion of Counsel to prevent the Partnership from being taxed as a corporation or otherwise being taxed as an entity for federal income tax purposes, including, without limitation, making any amendments to this Agreement as the General Partner in its sole discretion may determine to be necessary or appropriate to impose such restrictions, provided, that any such amendment to this Agreement that would result in the delisting or suspension of trading of any class or series of Units or other Partnership Securities on any National Securities Exchange or national securities market on which such class or series of Units or other Partnership Securities are then traded must be approved by the holders of at least 66 2/3% 66?% of the Outstanding securities of such class or series or (b) upon the recommendation of the General Partner and the approval of the holders of at least 66 2/3% 66?% of all Outstanding Voting Units, the Partnership may be converted into and reconstituted as a trust or any other type of legal entity (the "New Entity") in the manner and on other terms so recommended and approved. In such event, the business of the Partnership shall be continued by the New Entity and the Outstanding Units and other Partnership Securities shall be converted into equity interests of the New Entity in the manner and on the terms so recommended and approved. Notwithstanding the foregoing, no such reconstitution shall take place unless the Partnership shall have received an Opinion of Counsel to the effect that the liability of the Limited Partners for the debts and obligations of the New Entity shall not, unless such Limited Partners take part in the control of the business of the New Entity, exceed that which otherwise had been applicable to such Limited Partners as limited partners of the Partnership under the Delaware Act.

Possible Restrictions on Transfer. Notwithstanding anything to the contrary contained in this Agreement, in the event of (i) the enactment (or imminent enactment) of any legislation, (ii) the publication of any temporary or final regulation by the Treasury Department ("a “Treasury Regulation"”), (iii) any ruling by the Internal Revenue Service or (iv) any judicial decision that decision, that, in any such case, in the Opinion of Counsel, would result in the taxation of the Partnership for federal income tax purposes as a corporation or would otherwise subject the Partnership to being taxed as an entity for federal income tax purposes, then, either (a) the General Partner may impose such restrictions on the transfer of Units or Partnership Interests as may be required required, in the Opinion of Counsel Counsel, to prevent the Partnership from being taxed as a corporation or otherwise being taxed as an entity for federal income tax purposes, including, without limitation, making any amendments to this Agreement as the General Partner in its sole discretion may determine to be necessary or appropriate to impose such restrictions, ; provided, that any such amendment to this Agreement that would result in the delisting or suspension of trading of any class or series of the Class A Common Units or other Partnership Securities on any National Securities Exchange or national securities market on which such class or series of the Class A Common Units or other Partnership Securities are then traded must be approved by the holders of at least 66 2/3% 66⅔% of the Outstanding securities Units (excluding for this purpose any Common Units, Class D Units and Class E Units held by the General Partner and its Affiliates and the number of such class or series I-Units that equal the number of Listed Shares and Voting Shares held by the General Partner and its Affiliates) or (b) upon the recommendation of the General Partner and the approval of the holders of at least 66 2/3% 66⅔% of all the Outstanding Units (excluding for this purpose any Common Units, Class D Units and Class E Units held by the General Partner and its Affiliates and the number of I-Units that equal the number of Listed Shares and Voting UnitsShares held by the General Partner and its Affiliates), the Partnership may be converted into and reconstituted as a trust or any other type of legal entity (the "“New Entity"”) in the manner and on other the terms so recommended and approved. In such event, the business of the Partnership shall be continued by the New Entity and the Outstanding Units and other Partnership Securities shall be converted into equity interests of the New Entity in the manner and on the terms so recommended and approved. Notwithstanding the foregoing, no such reconstitution shall take place unless the Partnership shall have received an Opinion of Counsel to the effect that the liability of the Limited Partners for the debts and obligations of the New Entity shall not, unless such Limited Partners take part in the control of the business of the New Entity, exceed that which otherwise had been applicable to such Limited Partners as limited partners of the Partnership under the Delaware Act.

Possible Restrictions on Transfer. Notwithstanding anything to the contrary contained in this Agreement, in the event of (i) the enactment (or imminent enactment) of any legislation, (ii) the publication of any temporary or final regulation by the Treasury Department ("a “Treasury Regulation"”), (iii) any ruling by the Internal Revenue Service or (iv) any judicial decision that decision, that, in any such case, in the Opinion of Counsel, would result in the taxation of the Partnership for federal income tax purposes as a corporation or would otherwise subject the Partnership to being taxed as an entity for federal income tax purposes, then, either (a) the General Partner may impose such restrictions on the transfer of Units or Partnership Interests as may be required required, in the Opinion of Counsel Counsel, to prevent the Partnership from being taxed as a corporation or otherwise being taxed as an entity for federal income tax purposes, including, without limitation, making any amendments to this Agreement as the General Partner in its sole discretion may determine to be necessary or appropriate to impose such restrictions, ; provided, that any such amendment to this Agreement that would result in the delisting or suspension of trading of any class or series of the Class A Common Units or other Partnership Securities on any National Securities Exchange or national securities market on which such class or series of the Class A Common Units or other Partnership Securities are then traded must be approved by the holders of at least 66 2/32∕3% of the Outstanding securities Units (excluding for this purpose any Common Units, Series 1 Preferred Units and Class D Units held by the General Partner and its Affiliates and the number of such class or series I-Units that equal the number of Listed Shares and Voting Shares held by the General Partner and its Affiliates) or (b) upon the recommendation of the General Partner and the approval of the holders of at least 66 2/32∕3% of all the Outstanding Units (excluding for this purpose any Common Units, Series 1 Preferred Units and Class D Units held by the General Partner and its Affiliates and the number of I-Units that equal the number of Listed Shares and Voting UnitsShares held by the General Partner and its Affiliates), the Partnership may be converted into and reconstituted as a trust or any other type of legal entity (the "“New Entity"”) in the manner and on other the terms so recommended and approved. In such event, the business of the Partnership shall be continued by the New Entity and the Outstanding Units and other Partnership Securities shall be converted into equity interests of the New Entity in the manner and on the terms so recommended and approved. Notwithstanding the foregoing, no such reconstitution shall take place unless the Partnership shall have received an Opinion of Counsel to the effect that the liability of the Limited Partners for the debts and obligations of the New Entity shall not, unless such Limited Partners take part in the control of the business of the New Entity, exceed that which otherwise had been applicable to such Limited Partners as limited partners of the Partnership under the Delaware Act.

Possible Restrictions on Transfer. Notwithstanding anything to the contrary contained in this Agreement, in the event of (i) the enactment (or imminent enactment) of any legislation, (ii) the publication of any temporary or final regulation by the Treasury Department ("“Treasury Regulation"”), (iii) any ruling by the Internal Revenue Service or (iv) any judicial decision that decision, that, in any such case, in the Opinion of Counsel, would result in the taxation of the Partnership for federal income tax purposes as a corporation or would otherwise subject the Partnership to being taxed as an entity for federal income tax purposes, then, either (a) the General Partner may impose such restrictions on the transfer of Units or Partnership Interests as may be required required, in the Opinion of Counsel Counsel, to prevent the Partnership from being taxed as a corporation or otherwise being taxed as an entity for federal income tax purposes, including, without limitation, making any amendments to this Agreement as the General Partner in its sole discretion may determine to be necessary or appropriate to impose such restrictions, ; provided, that any such amendment to this Agreement that would result in the delisting or suspension of trading of any class or series of LP Units or other Partnership Securities on any National Securities Exchange or national securities market on which such class or series of LP Units or other Partnership Securities are then traded must be approved by the holders of at least 66 2/3% a majority of the Outstanding securities LP Units of such class or series or (b) upon the recommendation of the General Partner and the approval of the holders of at least 66 2/3% of all Outstanding Voting Unitsa Unit Majority, the Partnership may be converted into and reconstituted as a trust or any other type of legal entity (the "“New Entity"”) in the manner and on other terms so recommended and approved. In such event, the business of the Partnership shall be continued by the New Entity and the Outstanding LP Units and other Partnership Securities shall be converted into equity interests of the New Entity in the manner and on the terms so recommended and approved. Notwithstanding the foregoing, no such reconstitution shall take place unless the Partnership shall have received an Opinion of Counsel to the effect that the liability of the Limited Partners for the debts and obligations of the New Entity shall not, unless such Limited Partners take part in the control of the business of the New Entity, exceed that which otherwise had been applicable to such Limited Partners as limited partners of the Partnership under the Delaware Act.

Possible Restrictions on Transfer. Notwithstanding anything to the contrary contained in this Agreementherein, in the event of (i) the enactment (or imminent enactment) of any legislation, (ii) the publication of any temporary or final regulation by the Treasury Department ("Treasury Regulation")Department, (iii) any ruling by the Internal Revenue Service or (iv) any judicial decision that decision, that, in any such case, in the Opinion of Counsel, would result in the taxation of the Partnership for federal income tax purposes as a corporation or would otherwise subject the Partnership to being taxed as an entity for federal income tax purposesassociation taxable as a corporation, then, either (a) the General Partner may impose such restrictions on the transfer of Units or Partnership Interests as may be required required, in the Opinion of Counsel Counsel, to prevent the taxation of the Partnership from being taxed tor federal income tax purposes as a corporation or otherwise being taxed as an entity for federal income tax purposesassociation taxable as a corporation, including, without limitation, including making any amendments to this Agreement as the General Partner in its sole discretion may determine to be necessary or appropriate in order to impose such restrictions, provided, that any such amendment to this Agreement that which would result in the delisting or suspension of trading of any class or series of Units or other Partnership Securities on any National Securities Exchange or national securities market on which such class or series of Units or other Partnership Securities are is then traded must be approved by the holders of at least 66 2/3% of the Outstanding securities outstanding Units of such class or series (excluding for purposes of such determination any Units of such class owned by the General Partner and its Affiliates) or (b) upon the recommendation of the General Partner and the approval of by the holders of at least 66 2/3% of all Outstanding Voting Unitsthe outstanding Units (excluding for purposes of such determination any Units owned by the General Partner and its Affiliates), the Partnership may be converted into and reconstituted as a trust or any other type of legal entity (the "New Entity") in the manner and on other terms so recommended and approved. In such event, the business of the Partnership shall be continued by the New Entity and the Outstanding Units and other Partnership Securities shall be converted into equity interests of the New Entity in the manner and on the terms so recommended and approved. Notwithstanding the foregoing, no such reconstitution shall take place unless the Partnership shall have received an Opinion of Counsel to the effect that the liability of the Limited Partners for the debts and obligations of the New Entity shall not, unless such Limited Partners take part in the control of the business of the New Entity, exceed that which otherwise had been applicable to such Limited Partners as limited partners of the Partnership under the Delaware Act.

Possible Restrictions on Transfer. Notwithstanding anything to the contrary contained in this Agreement, in the event of (i) the enactment (or imminent enactment) of any legislation, (ii) the publication of any temporary or final regulation by the Treasury Department ("a “Treasury Regulation"”), (iii) any ruling by the Internal Revenue Service or (iv) any judicial decision that decision, that, in any such case, in the Opinion of Counsel, would result in the taxation of the Partnership for federal income tax purposes as a corporation or would otherwise subject the Partnership to being taxed as an entity for federal income tax purposes, then, either (a) the General Partner may impose such restrictions on the transfer of Units or Partnership Interests as may be required required, in the Opinion of Counsel Counsel, to prevent the Partnership from being taxed as a corporation or otherwise being taxed as an entity for federal income tax purposes, including, without limitation, making any amendments to this Agreement as the General Partner in its sole discretion may determine to be necessary or appropriate to impose such restrictions, ; provided, that any such amendment to this Agreement that would result in the delisting or suspension of trading of any class or series of the Class A Common Units or other Partnership Securities on any National Securities Exchange or national securities market on which such class or series of the Class A Common Units or other Partnership Securities are then traded must be approved by the holders of at least 66 2/3% of the Outstanding securities Units (excluding for this purpose any Common Units and Series 1 Preferred Units held by the General Partner and its Affiliates and the number of such class or series I-Units that equal the number of Listed Shares and Voting Shares held by the General Partner and its Affiliates) or (b) upon the recommendation of the General Partner and the approval of the holders of at least 66 2/3% of all the Outstanding Units (excluding for this purpose any Common Units and Series 1 Preferred Units held by the General Partner and its Affiliates and the number of I-Units that equal the number of Listed Shares and Voting UnitsShares held by the General Partner and its Affiliates), the Partnership may be converted into and reconstituted as a trust or any other type of legal entity (the "“New Entity"”) in the manner and on other the terms so recommended and approved. In such event, the business of the Partnership shall be continued by the New Entity and the Outstanding Units and other Partnership Securities shall be converted into equity interests of the New Entity in the manner and on the terms so recommended and approved. Notwithstanding the foregoing, no such reconstitution shall take place unless the Partnership shall have received an Opinion of Counsel to the effect that the liability of the Limited Partners for the debts and obligations of the New Entity shall not, unless such Limited Partners take part in the control of the business of the New Entity, exceed that which otherwise had been applicable to such Limited Partners as limited partners of the Partnership under the Delaware Act.

Possible Restrictions on Transfer. Notwithstanding anything to the contrary contained in this Agreement, in the event of (i) the enactment (or imminent enactment) of any legislation, (ii) the publication of any temporary or final regulation by the Treasury Department ("“Treasury Regulation"”), (iii) any ruling by the Internal Revenue Service or (iv) any judicial decision that decision, that, in any such case, in the Opinion of Counsel, would result in the taxation of the Partnership for federal income tax purposes as a corporation or would otherwise subject the Partnership to being taxed as an entity for federal income tax purposescorporation, then, either (a) the General Partner may impose such restrictions on the transfer of Units or Partnership Interests as may be required required, in the Opinion of Counsel Counsel, to prevent the Partnership from being taxed as a corporation or otherwise being taxed as an entity association taxable as a corporation for federal income tax purposes, including, without limitation, making any amendments to this Agreement as the General Partner in its sole discretion may determine to be necessary or appropriate to impose such restrictions, provided, ; provided that any such amendment to this Agreement that would result in the delisting or suspension of trading of any class or series of Units or other Partnership Securities on any National Securities Exchange or national securities market on which such class or series of Units or other Partnership Securities are is then traded must be approved by the holders Record Holders of at least 66 2/3% a majority of interest of the Outstanding securities Units of such class or series of Units or (b) upon the recommendation of the General Partner and the approval of the holders Record Holders of at least 66 2/3% a majority of all interest of the Outstanding Voting Units of such class of Units, the Partnership may be converted into and reconstituted as a trust or any other type of legal entity (the "“New Entity"”) in the manner and on other terms so recommended and approved. In such event, the business of the Partnership shall be continued by the New Entity and the Outstanding Units and other Partnership Securities shall be converted into equity interests of the New Entity in the manner and on the terms so recommended and approved. Notwithstanding the foregoing, no such reconstitution shall take place unless the Partnership shall have received an Opinion of Counsel to the effect that the liability of the Limited Partners for the debts and obligations of the New Entity shall not, unless such Limited Partners take part in the control of the business of the New Entity, exceed that which otherwise had been applicable to such Limited Partners as limited partners of the Partnership under the Delaware Act.

Possible Restrictions on Transfer. Notwithstanding anything to the contrary contained in this Agreement, in the event of (i) the enactment (or imminent enactment) of any legislation, (ii) the publication of any temporary or final regulation by the Treasury Department ("Treasury Regulation"), (iii) any ruling by the Internal Revenue Service or (iv) any judicial decision that decision, that, in any such case, in the Opinion of Counsel, would result in the taxation of the Partnership for federal income tax purposes as a corporation or would otherwise subject the Partnership to being taxed as an entity for federal income tax purposes, then, either (a) the General Partner may impose such restrictions on the transfer of LP Units or of Partnership Interests as may be required required, in the Opinion of Counsel Counsel, to prevent the Partnership from being taxed as a corporation or otherwise being taxed as an entity for federal income tax purposes, including, without limitation, making any amendments to this Agreement as the General Partner in its sole discretion may determine to be necessary or appropriate to impose such restrictions, provided, that any such amendment to this Agreement that would result in the delisting or suspension of trading of any class or series of the Units or other Partnership Securities on any National Securities Exchange or national securities market on which such class or series of the Units or other Partnership Securities are then traded must be approved by the holders of at least 66 2/3% of the Outstanding securities of such Units, voting as a separate class or series or (b) upon the recommendation of the General Partner and the approval of the holders of at least 66 2/3% of all the Outstanding Voting LP Units, the Partnership may be converted into and reconstituted as a trust or any other type of legal entity (the "New Entity") in the manner and on other terms so recommended and approved. In such event, the business of the Partnership shall be continued by the New Entity and the Outstanding LP Units and other Partnership Securities shall be converted into equity interests of the New Entity in the manner and on the terms so recommended and approved. Notwithstanding the foregoing, no such reconstitution shall take place unless the Partnership shall have received an Opinion of Counsel to the effect that the liability of the Limited Partners for the debts and obligations of the New Entity shall not, unless such Limited Partners take part in the control of the business of the New Entity, exceed that which otherwise had been applicable to such Limited Partners as limited partners of the Partnership under the Delaware Act.

Possible Restrictions on Transfer. Notwithstanding anything to the contrary contained in this Agreement, in the event of (i) the enactment (or imminent enactment) of any legislation, (ii) the publication of any temporary or final regulation by the Treasury Department ("a “Treasury Regulation"”), (iii) any ruling by the Internal Revenue Service or (iv) any judicial decision that decision, that, in any such case, in the Opinion of Counsel, would result in the taxation of the Partnership for federal income tax purposes as a corporation or would otherwise subject the Partnership to being taxed as an entity for federal income tax purposes, then, either (a) the General Partner may impose such restrictions on the transfer of Units or Partnership Interests as may be required required, in the Opinion of Counsel Counsel, to prevent the Partnership from being taxed as a corporation or otherwise being taxed as an entity for federal income tax purposes, including, without limitation, making any amendments to this Agreement as the General Partner in its sole discretion may determine to be necessary or appropriate to impose such restrictions, ; provided, that any such amendment to this Agreement that would result in the delisting or suspension of trading of any class or series of the Class A Common Units or other Partnership Securities on any National Securities Exchange or national securities market on which such class or series of the Class A Common Units or other Partnership Securities are then traded must be approved by the holders of at least 66 2/3% 66⅔% of the Outstanding securities Units (excluding for this purpose any Common Units and Class C Units held by the General Partner and its Affiliates and the number of such class or series I-Units that equal the number of Listed Shares and Voting Shares held by the General Partner and its Affiliates) or (b) upon the recommendation of the General Partner and the approval of the holders of at least 66 2/3% 66⅔% of all the Outstanding Units (excluding for this purpose any Common Units and Class C Units held by the General Partner and its Affiliates and the number of I-Units that equal the number of Listed Shares and Voting UnitsShares held by the General Partner and its Affiliates), the Partnership may be converted into and reconstituted as a trust or any other type of legal entity (the "“New Entity"”) in the manner and on other the terms so recommended and approved. In such event, the business of the Partnership shall be continued by the New Entity and the Outstanding Units and other Partnership Securities shall be converted into equity interests of the New Entity in the manner and on the terms so recommended and approved. Notwithstanding the foregoing, no such reconstitution shall take place unless the Partnership shall have received an Opinion of Counsel to the effect that the liability of the Limited Partners for the debts and obligations of the New Entity shall not, unless such Limited Partners take part in the control of the business of the New Entity, exceed that which otherwise had been applicable to such Limited Partners as limited partners of the Partnership under the Delaware Act.

Possible Restrictions on Transfer. Notwithstanding anything to the contrary contained in this Agreementherein, in the event of (i) the enactment (or imminent enactment) of any legislation, (ii) the publication of any temporary or final regulation by the Treasury Department ("Treasury Regulation")Department, (iii) any ruling by the Internal Revenue Service or (iv) any judicial decision that decision, that, in any such case, in the Opinion of Counsel, would result in the taxation of the Partnership for federal income tax purposes as a corporation or would otherwise subject the Partnership to being taxed as an entity for federal income tax purposesassociation taxable as a corporation, then, either (a) the General Partner may impose such restrictions on the transfer of Units or Partnership Interests as may be required required, in the Opinion of Counsel Counsel, to prevent the taxation of the Partnership from being taxed for federal income tax purposes as a corporation or otherwise being taxed as an entity for federal income tax purposesassociation taxable as a corporation, including, without limitation, including making any amendments to this Agreement as the General Partner in its sole discretion may determine to be necessary or appropriate in order to impose such restrictions, provided, that any such amendment to this Agreement that which would result in the delisting or suspension of trading of any class or series of Units or other Partnership Securities on any National Securities Exchange or national securities market on which such class or series of Units or other Partnership Securities are is then traded must be approved by the holders of at least 66 2/3% of the Outstanding securities outstanding Units of such class or series (excluding for purposes of such determination any Units of such class owned by the General Partner and its Affiliates) or (b) upon the recommendation of the General Partner and the approval of by the holders of at least 66 2/3% of all Outstanding Voting Unitsthe outstanding Units (excluding for purposes of such determination any Units owned by the General Partner and its Affiliates), the Partnership may be converted into and reconstituted as a trust or any other type of legal entity (the "New Entity") in the manner and on other terms so recommended and approved. In such event, the business of the Partnership shall be continued by the New Entity and the Outstanding Units and other Partnership Securities shall be converted into equity interests of the New Entity in the manner and on the terms so recommended and approved. Notwithstanding the foregoing, no such reconstitution shall take place unless the Partnership shall have received an Opinion of Counsel to the effect that the liability of the Limited Partners for the debts and obligations of the New Entity shall not, unless such Limited Partners take part in the control of the business of the New Entity, exceed that which otherwise had been applicable to such Limited Partners as limited partners of the Partnership under the Delaware Act.

Possible Restrictions on Transfer. Notwithstanding anything to the contrary contained in this Agreement, in the event of (i) the enactment (or imminent enactment) of any legislation, (ii) the publication of any temporary or final regulation by the Treasury Department ("a “Treasury Regulation"”), (iii) any ruling by the Internal Revenue Service or (iv) any judicial decision that decision, that, in any such case, in the Opinion of Counsel, would result in the taxation of the Partnership for federal income tax purposes as a corporation or would otherwise subject the Partnership to being taxed as an entity for federal income tax purposes, then, either (a) the General Partner may impose such restrictions on the transfer of Units or Partnership Interests as may be required required, in the Opinion of Counsel Counsel, to prevent the Partnership from being taxed as a corporation or otherwise being taxed as an entity for federal income tax purposes, including, without limitation, making any amendments to this Agreement as the General Partner in its sole discretion may determine to be necessary or appropriate to impose such restrictions, ; provided, that any such amendment to this Agreement that would result in the delisting or suspension of trading of any class or series of the Class A Common Units or other Partnership Securities on any National Securities Exchange or national securities market on which such class or series of the Class A Common Units or other Partnership Securities are then traded must be approved by the holders of at least 66 2/32⁄3% of the Outstanding securities Units (excluding for this purpose any Common Units, Series 1 Preferred Units and Class D Units held by the General Partner and its Affiliates and the number of such class or series I-Units that equal the number of Listed Shares and Voting Shares held by the General Partner and its Affiliates) or (b) upon the recommendation of the General Partner and the approval of the holders of at least 66 2/32⁄3% of all the Outstanding Units (excluding for this purpose any Common Units, Series 1 Preferred Units and Class D Units held by the General Partner and its Affiliates and the number of I-Units that equal the number of Listed Shares and Voting UnitsShares held by the General Partner and its Affiliates), the Partnership may be converted into and reconstituted as a trust or any other type of legal entity (the "“New Entity"”) in the manner and on other the terms so recommended and approved. In such event, the business of the Partnership shall be continued by the New Entity and the Outstanding Units and other Partnership Securities shall be converted into equity interests of the New Entity in the manner and on the terms so recommended and approved. Notwithstanding the foregoing, no such reconstitution shall take place unless the Partnership shall have received an Opinion of Counsel to the effect that the liability of the Limited Partners for the debts and obligations of the New Entity shall not, unless such Limited Partners take part in the control of the business of the New Entity, exceed that which otherwise had been applicable to such Limited Partners as limited partners of the Partnership under the Delaware Act.

Possible Restrictions on Transfer. Notwithstanding anything to the contrary contained in this Agreementherein, in the event of (i) the enactment (or imminent enactment) of any legislation, (ii) the publication of any temporary or final regulation by the Treasury Department ("Treasury Regulation")Department, (iii) any ruling by the Internal Revenue Service or (iv) any judicial decision that decision, that, in any such case, in the Opinion of Counsel, would result in the taxation of the Partnership for federal income tax purposes as a corporation or would otherwise subject the Partnership to being taxed as an entity for federal income tax purposesassociation taxable as a corporation, then, either (a) the General Partner may impose such restrictions on the transfer of LP Units or Partnership Interests as may be required required, in the Opinion of Counsel Counsel, to prevent the taxation of the Partnership from being taxed for federal income tax purposes as a corporation or otherwise being taxed as an entity for federal income tax purposesassociation taxable as a corporation, including, without limitation, including making any amendments to this Agreement as the General Partner in its sole discretion may determine to be necessary or appropriate in order to impose such restrictions, provided, that any such amendment to this Agreement that which would result in the delisting or suspension of trading of any class or series of LP Units or other Partnership Securities on any National Securities Exchange or national securities market on which such class or series of LP Units or other Partnership Securities are is then traded must be approved by the holders Record Holders of at least 66 2/3% a majority in interest of the Outstanding securities LP Units of such class or series of LP Units (excluding for purposes of such determination LP Units of such class owned by the General Partner and its Affiliates unless the General Partner and its Affiliates own all of the LP Units of such class of LP Units) or (b) upon the recommendation of the General Partner and the approval of a Majority Interest (excluding for purposes of such determination LP Units owned by the holders of at least 66 2/3% of all Outstanding Voting UnitsGeneral Partner and its Affiliates), the Partnership may be converted into and reconstituted as a trust or any other type of legal entity (the "?New Entity"?) in the manner and on other terms so recommended and approved. In such event, the business of the Partnership shall be continued by the New Entity and the Outstanding Units and other Partnership Securities shall be converted into equity interests of the New Entity in the manner and on the terms so recommended and approved. Notwithstanding the foregoing, no such reconstitution shall take place unless the Partnership shall have received an Opinion of Counsel to the effect that the liability of the Limited Partners for the debts and obligations of the New Entity shall not, unless such Limited Partners take part in the control of the business of the New Entity, exceed that which otherwise had been applicable to such Limited Partners as limited partners of the Partnership under the Delaware Act.

Possible Restrictions on Transfer. Notwithstanding anything to the contrary contained in this Agreement, in the event of (i) the enactment (or imminent enactment) of any legislation, (ii) the publication of any temporary or final regulation by the Treasury Department (a "Treasury RegulationTREASURY REGULATION"), (iii) any ruling by the Internal Revenue Service or (iv) any judicial decision that decision, that, in any such case, in the Opinion of Counsel, would result in the taxation of the Partnership for federal income tax purposes as a corporation or would otherwise subject the Partnership to being taxed as an entity for federal income tax purposes, then, either (a) the General Partner may impose such restrictions on the transfer of Units or Partnership Interests as may be required required, in the Opinion of Counsel Counsel, to prevent the Partnership from being taxed as a corporation or otherwise being taxed as an entity for federal income tax purposes, including, without limitation, making any amendments to this Agreement as the General Partner in its sole discretion may determine to be necessary or appropriate to impose such restrictions, provided, that any such amendment to this Agreement that would result in the delisting or suspension of trading of any class or series of the Units or other Partnership Securities on any National Securities Exchange or national securities market on which such class or series of the Units or other Partnership Securities are then traded must be approved by the holders of at least 66 2/3% of the Outstanding securities of such class or series Units (excluding for this purpose Units held by the General Partner and its Affiliates) or (b) upon the recommendation of the General Partner and the approval of the holders of at least 66 2/3% of all the Outstanding Voting UnitsUnits (excluding for this purpose Units held by the General Partner and its Affiliates), the Partnership may be converted into and reconstituted as a trust or any other type of legal entity (the "New EntityNEW ENTITY") in the manner and on other terms so recommended and approved. In such event, the business of the Partnership shall be continued by the New Entity and the Outstanding Units and other Partnership Securities shall be converted into equity interests of the New Entity in the manner and on the terms so recommended and approved. Notwithstanding the foregoing, no such reconstitution shall take place unless the Partnership shall have received an Opinion of Counsel to the effect that the liability of the Limited Partners for the debts and obligations of the New Entity shall not, unless such Limited Partners take part in the control of the business of the New Entity, exceed that which otherwise had been applicable to such Limited Partners as limited partners of the Partnership under the Delaware Act.

Possible Restrictions on Transfer. Notwithstanding anything to the contrary contained in this Agreement, in the event of (i) the enactment (or imminent enactment) of any legislation, (ii) the publication of any temporary or final regulation by the Treasury Department (a "Treasury RegulationTREASURY REGULATION"), (iii) any ruling by the Internal Revenue Service or (iv) any judicial decision that decision, that, in any such case, in the Opinion of Counsel, would result in the taxation of the Partnership for federal income tax purposes as a corporation or would otherwise subject the Partnership to being taxed as an entity for federal income tax purposes, then, either (a) the General Partner may impose such restrictions on the transfer of Units or Partnership Interests as may be required required, in the Opinion of Counsel Counsel, to prevent the Partnership from being taxed as a corporation or otherwise being taxed as an entity for federal income tax purposes, including, without limitation, making any amendments to this Agreement as the General Partner in its sole discretion may determine to be necessary or appropriate to impose such restrictions, provided; PROVIDED, that any such amendment to this Agreement that would result in the delisting or suspension of trading of any class or series of the Units or other Partnership Securities on any National Securities Exchange or national securities market on which such class or series of the Units or other Partnership Securities are then traded must be approved by the holders of at least 66 2/3% of the Outstanding securities Units (excluding for this purpose any Common Units held by the General Partner and its Affiliates and the number of such class or series I-Units that equal the number of Listed Shares and Voting Shares held by the General Partner and its Affiliates) or (b) upon the recommendation of the General Partner and the approval of the holders of at least 66 2/3% of all the Outstanding Units (excluding for this purpose any Common Units held by the General Partner and its Affiliates and the number of I-Units that equal the number of Listed Shares and Voting UnitsShares held by the General Partner and its Affiliates), the Partnership may be converted into and reconstituted as a trust or any other type of legal entity (the "New EntityNEW ENTITY") in the manner and on other the terms so recommended and approved. In such event, the business of the Partnership shall be continued by the New Entity and the Outstanding Units and other Partnership Securities shall be converted into equity interests of the New Entity in the manner and on the terms so recommended and approved. Notwithstanding the foregoing, no such reconstitution shall take place unless the Partnership shall have received an Opinion of Counsel to the effect that the liability of the Limited Partners for the debts and obligations of the New Entity shall not, unless such Limited Partners take part in the control of the business of the New Entity, exceed that which otherwise had been applicable to such Limited Partners as limited partners of the Partnership under the Delaware Act.