Common use of Eligibility Certificates; Ineligible Holders Clause in Contracts

Eligibility Certificates; Ineligible Holders. (a) If at any time the General Partner determines, with the advice of counsel, that: (i) the U.S. federal income tax status (or lack of proof of the U.S. federal income tax status) of one or more Limited Partners (or type of Limited Partners) or their owners creates or is reasonably likely to create a substantial risk of an adverse effect on the rates that can be charged to customers by any Group Member with respect to assets that are subject to regulation by the Federal Energy Regulatory Commission or similar regulatory body (a “Rate Eligibility Trigger”); or (ii) the nationality, citizenship or other related status (or lack of proof thereof) of one or more Limited Partners (or type of Limited Partners) or their owners creates or is reasonably likely to create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest under any federal, state or local law or regulation (a “Citizenship Eligibility Trigger”); then, the General Partner may adopt such amendments to this Agreement as it determines to be necessary or appropriate to (x) in the case of a Rate Eligibility Trigger, obtain such proof of the U.S. federal income tax status of the Limited Partners and, to the extent relevant, their owners, as the General Partner determines to be necessary or appropriate to reduce the risk of occurrence of a material adverse effect on the rates that can be charged to customers by any Group Member or (y) in the case of a Citizenship Eligibility Trigger, obtain such proof of the nationality, citizenship or other related status of the Limited Partners and, to the extent relevant, their owners as the General Partner determines to be necessary or appropriate to eliminate or mitigate the risk of cancellation or forfeiture of any properties or interests therein. (b) Such amendments may include provisions requiring all Partners to certify as to their (and their owners’) status as Eligible Holders upon demand and on a regular basis, as determined by the General Partner, and may require transferees of Units to so certify prior to being admitted to the Partnership as Partners (any such required certificate, an “Eligibility Certificate”). (c) Such amendments may provide that any Partner who fails to furnish to the General Partner within a reasonable period requested proof of its (and its owners’) status as an Eligible Holder or if upon receipt of such Eligibility Certificate or other requested information the General Partner determines that a Limited Partner (or its owner) is not an Eligible Holder (an “Ineligible Holder”), the Partnership Interests owned by such Limited Partner shall be subject to redemption in accordance with the provisions of Section 4.9. In addition, the General Partner shall be substituted and treated as the owner of all Partnership Interests owned by an Ineligible Holder. (d) The General Partner shall, in exercising voting rights in respect of Partnership Interests held by it on behalf of Ineligible Holders, cast such votes in the same manner and in the same ratios as the votes of Partners (including the General Partner and its Affiliates) in respect of Partnership Interests other than those of Ineligible Holders are cast. (e) Upon dissolution of the Partnership, an Ineligible Holder shall have no right to receive a distribution in kind pursuant to Section 12.4 but shall be entitled to the cash equivalent thereof, and the Partnership shall provide cash in exchange for an assignment of the Ineligible Holder’s share of any distribution in kind. Such payment and assignment shall be treated for purposes hereof as a purchase by the Partnership from the Ineligible Holder of the portion of his Partnership Interest representing his right to receive his share of such distribution in kind. (f) At any time after he can and does certify that he has become an Eligible Holder, an Ineligible Holder may, upon application to the General Partner, request that with respect to any Partnership Interests of such Ineligible Holder not redeemed pursuant to Section 4.9, such Ineligible Holder be admitted as a Partner, and upon approval of the General Partner, such Ineligible Holder shall be admitted as a Partner and shall no longer constitute an Ineligible Holder and the General Partner shall cease to be deemed to be the owner in respect of such Ineligible Holder’s Partnership Interests.

Eligibility Certificates; Ineligible Holders. (a) If at any time the General Partner determines, with the advice of counsel, that: (i) the U.S. federal income tax status (or lack of proof of the U.S. federal income tax status) of one or more Limited Partners (or type of Limited Partners) or their beneficial owners creates has or is reasonably likely to create have a substantial risk of an material adverse effect on the rates that can be charged to customers by any Group Member with respect to assets that are subject to regulation by the Federal Energy Regulatory Commission or similar regulatory body (a “Rate Eligibility Trigger”); or (ii) the nationalityany Group Member is subject to any federal, citizenship state or other related status (local law or lack of proof thereof) of one or more Limited Partners (or type of Limited Partners) or their owners creates or is reasonably likely to regulation that would create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest under any federalbased on the nationality, state citizenship or local law or regulation other related status of a Limited Partner (a “Citizenship Eligibility Trigger”); then, the General Partner may adopt such amendments to this Agreement as it determines to be necessary or appropriate to (x) in the case of a Rate Eligibility Trigger, obtain such proof of the U.S. federal income tax status of the Limited Partners and, to the extent relevant, their beneficial owners, as the General Partner determines to be necessary or appropriate to reduce the risk of the occurrence of a material adverse effect on the rates that can be charged to customers by any Group Member or (y) in the case of a Citizenship Eligibility Trigger, obtain such proof of the nationality, citizenship or other related status of the Limited Partners Partner and, to the extent relevant, their beneficial owners as the General Partner determines to be necessary or appropriate to eliminate or mitigate the a significant risk of cancellation or forfeiture of any properties or interests thereintherein of a Group Member. (b) Such amendments may include provisions requiring all Partners to certify as to their (and their beneficial owners’) status as Eligible Holders upon demand and on a regular basis, as determined by the General Partner, and may require transferees of Units to so certify prior to being admitted to the Partnership as Partners a Partner (any such required certificate, an “Eligibility Certificate”). (c) Such amendments may provide that any Partner who fails to furnish to the General Partner within a reasonable period requested proof of its (and its beneficial owners’) status as an Eligible Holder or if upon receipt of such Eligibility Certificate or other requested information the General Partner determines that a Limited Partner (or its beneficial owner) is not an Eligible Holder (an “Ineligible Holder”), the Partnership Interests owned by such Limited Partner shall be subject to redemption in accordance with the provisions of Section 4.9. In addition, the General Partner shall be substituted and treated as the owner of all Partnership Interests owned by an Ineligible Holder. (d) The General Partner shall, in exercising voting rights in respect of Partnership Interests held by it on behalf of Ineligible Holders, cast such votes in the same manner and in the same ratios as the votes of Partners (including the General Partner and its Affiliates) in respect of Partnership Interests other than those of Ineligible Holders are cast. (e) Upon dissolution of the Partnership, an Ineligible Holder shall have no right to receive a distribution in kind pursuant to Section 12.4 but shall be entitled to the cash equivalent thereof, and the Partnership shall provide cash in exchange for an assignment of the Ineligible Holder’s share of any distribution in kind. Such payment and assignment shall be treated for purposes hereof as a purchase by the Partnership from the Ineligible Holder of the portion of his Partnership Interest representing his right to receive his share of such distribution in kind. (f) At any time after he can and does certify that he has become an Eligible Holder, an Ineligible Holder may, upon application to the General Partner, request that with respect to any Partnership Interests of such Ineligible Holder not redeemed pursuant to Section 4.9, such Ineligible Holder be admitted as a Partner, and upon approval of the General Partner, such Ineligible Holder shall be admitted as a Partner and shall no longer constitute an Ineligible Holder and the General Partner shall cease to be deemed to be the owner in respect of such Ineligible Holder’s Partnership Interests.

Eligibility Certificates; Ineligible Holders. (a) If at any time the General Partner determines, with the advice of counsel, that: (i) the Partnership’s status as other than as an association taxable as a corporation for U.S. federal income tax purposes or the failure of the Partnership to be subject to an entity-level tax for U.S. federal, state or local income tax purposes, coupled with the tax status (or lack of proof of the U.S. federal income tax status) of one or more Limited Partners (Partners, has or type of Limited Partners) or their owners creates or is will reasonably likely to create have a substantial risk of an material adverse effect on the rates maximum applicable rate that can be charged to customers by any Group Member with respect to assets that are subject to regulation by Subsidiaries of the Federal Energy Regulatory Commission or similar regulatory body Partnership (a “Rate Eligibility Trigger”); or (ii) the nationalityany Group Member is subject to any federal, citizenship state or other related status (local law or lack of proof thereof) of one or more Limited Partners (or type of Limited Partners) or their owners creates or is reasonably likely to regulation that would create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest under any federalbased on the nationality, state citizenship or local law or regulation other related status of a Partner (a “Citizenship Eligibility Trigger”); then, the General Partner may adopt such amendments to this Agreement as it determines to be necessary or appropriate advisable to (x) in the case of a Rate Eligibility Trigger, obtain such proof of the U.S. federal income tax status of the Limited Partners and, to the extent relevant, their beneficial owners, as the General Partner determines to be necessary to establish those Partners whose U.S. federal income tax status does not or appropriate to reduce the risk of occurrence of would not have a material adverse effect on the rates maximum applicable rate that can be charged to customers by any Group Member Subsidiaries of the Partnership or (y) in the case of a Citizenship Eligibility Trigger, obtain such proof of the nationality, citizenship or other related status (or, if the General Partner is a nominee holding for the account of another Person, the nationality, citizenship or other related status of such Person) of the Limited Partners and, to the extent relevant, their owners Partner as the General Partner determines to be necessary to establish and those Partners whose status as a Partner does not or appropriate would not subject any Group Member to eliminate or mitigate the a significant risk of cancellation or forfeiture of any of its properties or interests therein. (b) Such amendments may include provisions requiring all Partners to certify as to their (and their beneficial owners’) status as Eligible Holders upon demand and on a regular basis, as determined by the General Partner, and may require transferees of Units to so certify prior to being admitted to the Partnership as Partners a Partner (any such required certificate, an “Eligibility Certificate”). (c) Such amendments may provide that any Partner who fails to furnish to the General Partner within a reasonable period requested proof of its (and its its’ beneficial owners’) status as an Eligible Holder or if upon receipt of such Eligibility Certificate or other requested information the General Partner determines that a Limited Partner (or its owner) is not an Eligible Holder (such a Partner, an “Ineligible Holder”), the Partnership Interests owned by such Limited Partner shall be subject to redemption in accordance with the provisions of Section 4.9. In addition, the General Partner shall be substituted and treated for all Limited Partners that are Ineligible Holders as the owner Partner in respect of all Partnership Interests owned by an the Ineligible Holder’s Partnership Interests. (d) The General Partner shall, in exercising voting rights in respect of Partnership Interests held by it on behalf of Ineligible Holders, cast such distribute the votes in the same manner and in the same ratios as the votes of Partners (including the General Partner and its Affiliates) in respect of Partnership Interests other than those of Ineligible Holders are cast, either for, against or abstaining as to the matter. (e) Upon dissolution of the Partnership, an Ineligible Holder shall have no right to receive a distribution in kind pursuant to Section 12.4 but shall be entitled to the cash equivalent thereof, and the Partnership shall provide cash in exchange for an assignment of the Ineligible Holder’s share of any distribution in kind. Such payment and assignment shall be treated for Partnership purposes hereof as a purchase by the Partnership from the Ineligible Holder of the portion of his Partnership Interest (representing his right to receive his share of such distribution in kind). (f) At any time after he can and does certify that he has become an Eligible Holder, an Ineligible Holder may, upon application to the General Partner, request that with respect to any Partnership Interests of such Ineligible Holder not redeemed pursuant to Section 4.9, such Ineligible Holder be admitted as a Partner, and upon approval of the General Partner, such Ineligible Holder shall be admitted as a Partner and shall no longer constitute an Ineligible Holder and the General Partner shall cease to be deemed to be the owner Partner in respect of such Ineligible Holder’s Partnership Interests.

Eligibility Certificates; Ineligible Holders. (a) If at any time the General Partner determines, with the advice of counsel, that: (i) the U.S. federal income tax status (or lack of proof of the U.S. federal income tax status) of one or more Limited Partners (or type of Limited Partners) or their beneficial owners creates has or is reasonably likely to create have a substantial risk of an material adverse effect on the maximum applicable rates that can be charged to customers by any Group Member with respect to assets that are subject to regulation by the Federal Energy Regulatory Commission or similar regulatory body (a “Rate Eligibility Trigger”); or (ii) the nationalityany Group Member is subject to any federal, citizenship state or other related status (local law or lack of proof thereof) of one or more Limited Partners (or type of Limited Partners) or their owners creates or is reasonably likely to regulation that would create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest under any federalbased on the nationality, state citizenship or local law other related status of one or regulation more Limited Partners or their beneficial owners (a “Citizenship Eligibility Trigger”); then, the General Partner Partner, in its sole and absolute discretion and without the approval of any Limited Partner, may adopt such amendments to this Agreement as it determines to be necessary or appropriate to (xA) in the case of a Rate Eligibility Trigger, obtain such proof of the U.S. federal income tax status of the such Limited Partners and, to the extent relevant, their beneficial owners, as the General Partner determines to be necessary or appropriate to reduce the risk of the occurrence of a material adverse effect on the rates that can be charged to customers by any Group Member or (yB) in the case of a Citizenship Eligibility Trigger, obtain such proof of the nationality, citizenship or other related status of the such Limited Partners and, to the extent relevant, their owners beneficial owners, as the General Partner determines to be necessary or appropriate to eliminate or mitigate the risk of cancellation or forfeiture of any properties or interests thereintherein of a Group Member. (b) Such amendments Amendments adopted pursuant to this Section 4.9 may include provisions requiring all Limited Partners to certify as to their (and their beneficial owners’) status as Eligible Holders upon demand and on a regular basis, as determined by the General Partner, and may require transferees of Units to so certify prior to being admitted to the Partnership as Limited Partners (any such required certificate, an “Eligibility Certificate”). (c) Such amendments Amendments adopted pursuant to this Section 4.9 may provide that (i) any Limited Partner who fails to furnish to the General Partner Partner, within a reasonable period period, requested proof of its (and its beneficial owners’) status as an Eligible Holder or (ii) if upon receipt of such Eligibility Certificate or other requested information the General Partner determines that a Limited Partner (or its beneficial owner) is not an Eligible Holder (an “Ineligible Holder”), the Partnership Limited Partner Interests owned by such Limited Partner shall be subject to redemption in accordance with the provisions of Section 4.9redemption. In addition, the General Partner shall be substituted and treated as the owner of all Partnership Limited Partner Interests owned by an Ineligible Holder. (d) If the General Partner adopts amendments pursuant to this Section 4.9 providing for the redemption of Limited Partner Interests, the aggregate redemption price for Redeemable Interests shall be an amount equal to the Current Market Price (the date of determination of which shall be the date fixed for redemption) of Limited Partner Interests of the class to be so redeemed multiplied by the number of Limited Partner Interests of each such class included among the Redeemable Interests. The redemption price shall be paid, as determined by the General Partner, in cash or by delivery of a promissory note of the Partnership in the principal amount of the redemption price, bearing interest at the rate of 5% annually and payable in three equal annual installments of principal together with accrued interest, commencing one year after the redemption date. (e) The General Partner shall, in exercising exercising, or abstaining from exercising, voting rights in respect of Partnership Limited Partner Interests held by it on behalf of Ineligible Holders, cast such distribute the votes or abstentions in the same manner and in the same ratios as the votes of Limited Partners (including the General Partner and its Affiliates) in respect of Partnership Limited Partner Interests other than those of Ineligible Holders are castdistributed, either casting votes for or against or abstaining as to the matter. (ef) Upon dissolution of the Partnership, an Ineligible Holder shall have no right to receive a distribution in kind pursuant to Section 12.4 but shall be entitled to the cash equivalent thereof, and the Partnership shall provide cash in exchange for an assignment of the Ineligible Holder’s share of any distribution in kind. Such payment and assignment shall be treated for Partnership purposes hereof as a purchase by the Partnership from the Ineligible Holder of its Limited Partner Interests (representing the portion of his Partnership Interest representing his right to receive his its share of such distribution in kind). (fg) At any time after he an Ineligible Holder can and does certify that he it has become an Eligible Holder, an such Ineligible Holder may, upon application to the General Partner, request that with respect to any Partnership Limited Partner Interests of such Ineligible Holder not redeemed pursuant to Section 4.9redeemed, such Ineligible Holder be admitted as a Limited Partner, and upon approval of the General Partner, such Ineligible Holder shall be admitted as a Limited Partner and shall no longer constitute an Ineligible Holder Holder, and the General Partner shall cease to be deemed to be the owner in respect of such Ineligible Holder’s Partnership Limited Partner Interests.

Eligibility Certificates; Ineligible Holders. (a) If at any time the General Partner determines, with the advice of counsel, that: (i) the The U.S. federal income tax status (or lack of proof of the U.S. federal income tax status) of one or more Limited Partners (or type of Limited Partners) or their beneficial owners creates has or is reasonably likely to create have a substantial risk of an material adverse effect on the rates that can be charged to customers by any Group Member with respect to assets that are subject to regulation by the Federal Energy Regulatory Commission or similar regulatory body (a “Rate Eligibility Trigger”); or (ii) the nationalityany Group Member is subject to any federal, citizenship state or other related status (local law or lack of proof thereof) of one or more Limited Partners (or type of Limited Partners) or their owners creates or is reasonably likely to regulation that would create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest under any federalbased on the nationality, state citizenship or local law or regulation other related status of a Limited Partner (a “Citizenship Eligibility Trigger”); then, the General Partner, without the approval of any Limited Partner or any other Person, may adopt such amendments to this Agreement as it determines to be necessary or appropriate to (x) in the case of a Rate Eligibility Trigger, obtain such proof of the U.S. federal income tax status of the Limited Partners and, to the extent relevant, their beneficial owners, as the General Partner determines to be necessary or appropriate to reduce the risk of the occurrence of a material adverse effect on the rates that can be charged to customers by any Group Member or (y) in the case of a Citizenship Eligibility Trigger, obtain such proof of the nationality, citizenship or other related status of the Limited Partners andPartner, and to the extent relevant, their its beneficial owners as the General Partner determines to be necessary or appropriate to eliminate or mitigate the a significant risk of cancellation or forfeiture of any properties or interests thereintherein of a Group Member. (b) Such amendments may include provisions requiring all Limited Partners to certify as to their (and their beneficial owners’) status as Eligible Holders upon demand and on a regular basis, as determined by the General Partner, and may require transferees of Units to so certify prior to being admitted to the Partnership as Partners a Limited Partner or its beneficial owners (any such required certificate, an “Eligibility Certificate”). (c) Such amendments may provide that any Limited Partner who fails to furnish to the General Partner within a reasonable period requested proof of its (and its beneficial owners’) status as an Eligible Holder or if upon receipt of such Eligibility Certificate or other requested information the General Partner determines that a Limited Partner (or its beneficial owner) is not an Eligible Holder (an “Ineligible Holder”), the Partnership Limited Partner Interests owned by such Limited Partner shall be subject to redemption in accordance with the provisions of Section 4.94.10. In addition, the General Partner shall be substituted and treated as the owner of all Partnership Limited Partner Interests owned by an Ineligible HolderHolder and the Limited Partner with respect thereto. (d) The General Partner shall, in exercising voting rights in respect of Partnership Limited Partner Interests held by it on behalf of Ineligible Holders, cast such votes in the same manner and in the same ratios as the votes of Limited Partners (including the General Partner and its Affiliates) in respect of Partnership Limited Partner Interests other than those of Ineligible Holders are cast. (e) Upon dissolution of the Partnership, an Ineligible Holder shall have no right to receive a distribution in kind pursuant to Section 12.4 but shall be entitled to the cash equivalent thereof, and the Partnership shall provide cash in exchange for an assignment of the Ineligible Holder’s share of any distribution in kind. Such payment and assignment shall be treated for purposes hereof as a purchase by the Partnership from the Ineligible Holder of the portion of his Partnership Limited Partner Interest representing his right to receive his share of such distribution in kind. (f) At any time after he an Ineligible Holder can and does certify that he has become an Eligible Holder, an Ineligible Holder may, upon application to the General Partner, request that with respect to any Partnership Limited Partner Interests of such Ineligible Holder not redeemed pursuant to Section 4.94.10, such Ineligible Holder be admitted as a Limited Partner, and upon approval of the General Partner, such Ineligible Holder shall be admitted as a Limited Partner and shall no longer constitute an Ineligible Holder and the General Partner shall cease to be deemed to be the owner and Limited Partner in respect of such Ineligible Holder’s Partnership Limited Partner Interests.

Eligibility Certificates; Ineligible Holders. (a) If at any time the General Partner determines, with the advice of counsel, that: (i) the U.S. federal income tax status (or lack of proof of the U.S. federal income tax status) of one or more Limited Partners (or type of Limited Partners) or their owners creates has or is reasonably likely to create have a substantial risk of an material adverse effect on the rates that can be charged to customers by any Group Member with respect to assets that are subject to regulation by the Federal Energy Regulatory Commission or similar regulatory body (a “Rate Eligibility Trigger”); or (ii) the nationalityany Group Member is subject to any federal, citizenship state or other related status (local law or lack of proof thereof) of one or more Limited Partners (or type of Limited Partners) or their owners creates or is reasonably likely to regulation that would create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest under any federalbased on the nationality, state citizenship or local law other related status of a Limited Partner or regulation its owner(s) (a “Citizenship Eligibility Trigger”); then, the General Partner may adopt such amendments to this Agreement as it determines to be necessary or appropriate to (x) in the case of a Rate Eligibility Trigger, obtain such proof of the U.S. federal income tax status of the Limited Partners and, to the extent relevant, their owners, as the General Partner determines to be necessary or appropriate to reduce the risk of occurrence of a material adverse effect on the rates that can be charged to customers by any Group Member or (y) in the case of a Citizenship Eligibility Trigger, obtain such proof of the nationality, citizenship or other related status of the Limited Partners and, to the extent relevant, their owners as the General Partner determines to be necessary or appropriate to eliminate or mitigate the risk of cancellation or forfeiture of any properties or interests therein. (b) Such amendments may include provisions requiring all Partners to certify as to their (and their beneficial owners’) status as Eligible Holders upon demand and on a regular basis, as determined by the General Partner, and may require transferees of Units to so certify prior to being admitted to the Partnership as Partners a Partner (any such required certificate, an “Eligibility Certificate”). (c) Such amendments may provide that any Partner who fails to furnish to the General Partner within a reasonable period requested proof of its (and its owners’) status as an Eligible Holder or if upon receipt of such Eligibility Certificate or other requested information the General Partner determines that a Limited Partner (or its owner) is not an Eligible Holder (an “Ineligible Holder”), the Partnership Interests owned by such Limited Partner shall be subject to redemption in accordance with the provisions of Section 4.9. In addition, the General Partner shall be substituted and treated as the owner of all Partnership Interests owned by an Ineligible Holder. (d) The General Partner shall, in exercising voting rights in respect of Partnership Interests held by it on behalf of Ineligible Holders, cast such votes in the same manner and in the same ratios as the votes of Partners (including the General Partner and its Affiliates) in respect of Partnership Interests other than those of Ineligible Holders are cast. (e) Upon dissolution of the Partnership, an Ineligible Holder shall have no right to receive a distribution in kind pursuant to Section 12.4 but shall be entitled to the cash equivalent thereof, and the Partnership shall provide cash in exchange for an assignment of the Ineligible Holder’s share of any distribution in kind. Such payment and assignment shall be treated for purposes hereof as a purchase by the Partnership from the Ineligible Holder of the portion of his Partnership Interest representing his right to receive his share of such distribution in kind. (f) At any time after he can and does certify that he has become an Eligible Holder, an Ineligible Holder may, upon application to the General Partner, request that with respect to any Partnership Interests of such Ineligible Holder not redeemed pursuant to Section 4.9, such Ineligible Holder be admitted as a Partner, and upon approval of the General Partner, such Ineligible Holder shall be admitted as a Partner and shall no longer constitute an Ineligible Holder and the General Partner shall cease to be deemed to be the owner in respect of such Ineligible Holder’s Partnership Interests.

Eligibility Certificates; Ineligible Holders. (a) If at any time the General Partner determines, with the advice of counsel, that: (i) the U.S. federal income tax status (or lack of proof of the U.S. federal income tax status) of one or more Limited Partners (or type of Limited Partners) or their owners creates has or is reasonably likely to create have a substantial risk of an material adverse effect on the rates that can be charged to customers by any Group Member with respect to assets that are subject to regulation by the Federal Energy Regulatory Commission or similar regulatory body (a “Rate Eligibility Trigger”); or (ii) the nationalityany Group Member is subject to any federal, citizenship state or other related status (local law or lack of proof thereof) of one or more Limited Partners (or type of Limited Partners) or their owners creates or is reasonably likely to regulation that would create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest under any federalbased on the nationality, state citizenship or local law other related status of one or regulation more Limited Partners or their owners (a “Citizenship Eligibility Trigger”); then, the General Partner Partner, without the approval of any Limited Partner, may adopt such amendments to this Agreement as it determines to be necessary or appropriate to (xA) in the case of a Rate Eligibility Trigger, obtain such proof of the U.S. federal income tax status of the such Limited Partners and, to the extent relevant, their owners, as the General Partner determines to be necessary or appropriate to reduce the risk of occurrence of a material adverse effect on the rates that can be charged to customers by any Group Member or (yB) in the case of a Citizenship Eligibility Trigger, obtain such proof of the nationality, citizenship or other related status of the such Limited Partners and, to the extent relevant, their owners owners, as the General Partner determines to be necessary or appropriate to eliminate or mitigate the risk of cancellation or forfeiture of any properties or interests therein. (b) Such amendments Amendments adopted pursuant to this Section 4.9 may include provisions requiring all Limited Partners to certify as to their (and their owners’) status as Eligible Holders upon demand and on a regular basis, as determined by the General Partner, and may require transferees of Units to so certify prior to being admitted to the Partnership as Limited Partners (any such required certificate, an “Eligibility Certificate”). (c) Such amendments Amendments adopted pursuant to this Section 4.9 may provide that (i) any Limited Partner who fails to furnish to the General Partner Partner, within a reasonable period period, requested proof of its (and its owners’) status as an Eligible Holder or (ii) if upon receipt of such Eligibility Certificate or other requested information the General Partner determines that a Limited Partner (or its owner) is not an Eligible Holder (an “Ineligible Holder”), the Partnership Limited Partner Interests owned by such Limited Partner shall be subject to redemption in accordance with the provisions of Section 4.9redemption. In addition, the General Partner shall be substituted and treated as the owner of all Partnership Limited Partner Interests owned by an Ineligible Holder. (d) If the General Partner adopts amendments pursuant to this Section 4.9 providing for the redemption of Limited Partner Interests, the aggregate redemption price for Redeemable Interests shall be an amount equal to the Current Market Price (the date of determination of which shall be the date fixed for redemption) of Limited Partner Interests of the class to be so redeemed multiplied by the number of Limited Partner Interests of each such class included among the Redeemable Interests. The redemption price shall be paid, as determined by the General Partner, in cash or by delivery of a promissory note of the Partnership in the principal amount of the redemption price, bearing interest at the rate of 5% annually and payable in three equal annual installments of principal together with accrued interest, commencing one year after the redemption date. (e) The General Partner shall, in exercising exercising, or abstaining from exercising, voting rights in respect of Partnership Limited Partner Interests held by it on behalf of Ineligible Holders, cast such distribute the votes or abstentions in the same manner and in the same ratios as the votes of Limited Partners (including the General Partner and its Affiliates) in respect of Partnership Limited Partner Interests other than those of Ineligible Holders are castdistributed, either casting votes for or against or abstaining as to the matter. (ef) Upon dissolution of the Partnership, an Ineligible Holder shall have no right to receive a distribution in kind pursuant to Section 12.4 but shall be entitled to the cash equivalent thereof, and the Partnership shall provide cash in exchange for an assignment of the Ineligible Holder’s share of any distribution in kind. Such payment and assignment shall be treated for Partnership purposes hereof as a purchase by the Partnership from the Ineligible Holder of its Limited Partner Interests (representing the portion of his Partnership Interest representing his right to receive his its share of such distribution in kind). (fg) At any time after he an Ineligible Holder can and does certify that he it has become an Eligible Holder, an such Ineligible Holder may, upon application to the General Partner, request that with respect to any Partnership Limited Partner Interests of such Ineligible Holder not redeemed pursuant to Section 4.9redeemed, such Ineligible Holder be admitted as a Limited Partner, and upon approval of the General Partner, such Ineligible Holder shall be admitted as a Limited Partner and shall no longer constitute an Ineligible Holder Holder, and the General Partner shall cease to be deemed to be the owner in respect of such Ineligible Holder’s Partnership Limited Partner Interests.

Eligibility Certificates; Ineligible Holders. (a) If at any time the General Partner determines, with the advice of counsel, that: (i) the Partnership not being treated as an association taxable as a corporation or otherwise taxable as an entity for U.S. federal income tax purposes, coupled with the tax status (or lack of proof of the U.S. federal income tax statusthereof) of one or more Limited Partners (or type of Limited Partners) or their owners creates owners, has or is reasonably likely to create have, a substantial risk of an material adverse effect on the maximum applicable rates that can be charged chargeable to customers by any Group Member with respect to assets that are subject to regulation by the Federal Energy Regulatory Commission or similar regulatory body (a “Rate Eligibility Trigger”); or (ii) the nationality, citizenship or other related status (or lack of proof thereof) of one or more Limited Partners (or type of Limited Partners) or their owners creates or is reasonably likely to create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest under any federal, state or local law or regulation (a “Citizenship Eligibility Trigger”); then, the General Partner may adopt such amendments to this Agreement as it determines to be necessary or appropriate to (x) in the case of a Rate Eligibility Trigger, obtain such proof of the U.S. federal income tax status of the Limited Partners and, to the extent relevant, their owners, as the General Partner determines to be necessary or appropriate to reduce the risk of occurrence of a material adverse effect on the rates that can be charged to customers by any Group Member or (y) in the case of a Citizenship Eligibility Trigger, obtain such proof of the nationality, citizenship or other related status of the Limited Partners and, to the extent relevant, their owners as the General Partner determines to be necessary or appropriate to eliminate or mitigate the risk of cancellation or forfeiture of any properties or interests therein. (b) Such amendments may include provisions requiring all Partners to certify as to their (and their owners’) status as Eligible Holders upon demand and on a regular basis, as determined by the General Partner, and may require transferees of Units to so certify prior to being admitted to the Partnership as Partners (any such required certificate, an “Eligibility Certificate”). (c) Such amendments may provide that any Partner who fails to furnish to the General Partner within a reasonable period requested proof of its (and its owners’) status as an Eligible Holder or if upon receipt of such Eligibility Certificate or other requested information the General Partner determines that a Limited Partner (or its owner) is not an Eligible Holder (an “Ineligible Holder”), the Partnership Interests owned by such Limited Partner shall be subject to redemption in accordance with the provisions of Section 4.9. In addition, the General Partner shall be substituted and treated as the owner of all Partnership Interests owned by an Ineligible Holder. (d) The General Partner shall, in exercising voting rights in respect of Partnership Interests held by it on behalf of Ineligible Holders, cast such votes in the same manner and in the same ratios as the votes of Partners (including the General Partner and its Affiliates) in respect of Partnership Interests other than those of Ineligible Holders are cast. (e) Upon dissolution of the Partnership, an Ineligible Holder shall have no right to receive a distribution in kind pursuant to Section 12.4 but shall be entitled to the cash equivalent thereof, and the Partnership shall provide cash in exchange for an assignment of the Ineligible Holder’s share of any distribution in kind. Such payment and assignment shall be treated for purposes hereof as a purchase by the Partnership from the Ineligible Holder of the portion of his Partnership Interest representing his right to receive his share of such distribution in kind. (f) At any time after he can and does certify that he has become an Eligible Holder, an Ineligible Holder may, upon application to the General Partner, request that with respect to any Partnership Interests of such Ineligible Holder not redeemed pursuant to Section 4.9, such Ineligible Holder be admitted as a Partner, and upon approval of the General Partner, such Ineligible Holder shall be admitted as a Partner and shall no longer constitute an Ineligible Holder and the General Partner shall cease to be deemed to be the owner in respect of such Ineligible Holder’s Partnership Interests. (g) None of the provisions of this Section 4.8 or Section 4.9 apply with respect to the Preferred Units with the terms set forth in the Supplemental Terms Annex attached hereto as Annex A that is in effect as of the Closing Date.

Eligibility Certificates; Ineligible Holders. (a) If at any time the General Partner determines, with the advice of counsel, that: (i) the Partnership’s status other than as an association taxable as a corporation for U.S. federal income tax purposes or the failure of the Partnership otherwise to be subject to an entity-level tax for U.S. federal, state or local income tax purposes, coupled with the tax status (or lack of proof of the U.S. federal income tax status) of one or more Limited Partners (or type of Limited Partners) or their beneficial owners creates has or is reasonably likely to create have a substantial risk of an material adverse effect on the rates that can be charged to customers by any Group Member with respect to assets that are subject to regulation by the Federal Energy Regulatory Commission or similar regulatory body (a “Rate Eligibility Trigger”); or (ii) the nationalityany Group Member is subject to any federal, citizenship state or other related status (local law or lack of proof thereof) of one or more Limited Partners (or type of Limited Partners) or their owners creates or is reasonably likely to regulation that would create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest under any federalbased on the nationality, state citizenship or local law or regulation other related status of a Limited Partner (a “Citizenship Eligibility Trigger”); then, the General Partner may adopt such amendments to this Agreement as it determines to be necessary or appropriate to (x) in the case of a Rate Eligibility Trigger, obtain such proof of the U.S. federal income tax status of the Limited Partners and, to the extent relevant, their beneficial owners, as the General Partner determines to be necessary or appropriate to reduce the risk of the occurrence of a material adverse effect on the rates that can be charged to customers by any Group Member or (y) in the case of a Citizenship Eligibility Trigger, obtain such proof of the nationality, citizenship or other related status of the Limited Partners andPartner, and to the extent relevant, their beneficial owners as the General Partner determines to be necessary or appropriate to eliminate or mitigate the a significant risk of cancellation or forfeiture of any properties or interests thereintherein of a Group Member. (b) Such amendments may include provisions requiring all Limited Partners to certify as to their (and their beneficial owners’) status as Eligible Holders upon demand and on a regular basis, as determined by the General Partner, and may require transferees of Units to so certify prior to being admitted to the Partnership as Partners a Limited Partner (any such required certificate, an “Eligibility Certificate”). (c) Such amendments may provide that any Partner who fails to furnish to the General Partner within a reasonable period requested proof of its (and its beneficial owners’) status as an Eligible Holder or if upon receipt of such Eligibility Certificate or other requested information the General Partner determines that a Limited Partner (or its beneficial owner) is not an Eligible Holder (an “Ineligible Holder”), the Partnership Limited Partner Interests owned by such Limited Partner shall be subject to redemption in accordance with the provisions of Section 4.9. In addition, the General Partner shall be substituted and treated as the owner of all Partnership Limited Partner Interests owned by an Ineligible HolderHolder and the Limited Partner with respect thereto. (d) The General Partner shall, in exercising voting rights in respect of Partnership Limited Partner Interests held by it on behalf of Ineligible Holders, cast such votes in the same manner and in the same ratios as the votes of Limited Partners (including the General Partner and its Affiliates) in respect of Partnership Limited Partner Interests other than those of Ineligible Holders are cast. (e) Upon dissolution of the Partnership, an Ineligible Holder shall have no right to receive a distribution in kind pursuant to Section 12.4 but shall be entitled to the cash equivalent thereof, and the Partnership shall provide cash in exchange for an assignment of the Ineligible Holder’s share of any distribution in kind. Such payment and assignment shall be treated for purposes hereof as a purchase by the Partnership from the Ineligible Holder of the portion of his Partnership Limited Partner Interest representing his right to receive his share of such distribution in kind. (f) At any time after he can and does certify that he has become an Eligible Holder, an Ineligible Holder may, upon application to the General Partner, request that with respect to any Partnership Limited Partner Interests of such Ineligible Holder not redeemed pursuant to Section 4.9, such Ineligible Holder be admitted as a Limited Partner, and upon approval of the General Partner, such Ineligible Holder shall be admitted as a Partner and shall no longer constitute an Ineligible Holder and the General Partner shall cease to be deemed to be the owner and Limited Partner in respect of such Ineligible Holder’s Partnership Limited Partner Interests.

Eligibility Certificates; Ineligible Holders. (a) If at any time the General Partner determines, with the advice of counsel, that: (i) the U.S. federal income tax status (or lack of proof of the U.S. federal income tax status) of one or more Limited Partners (or type of Limited Partners) or their beneficial owners creates has or is reasonably likely to create have a substantial risk of an material adverse effect on the rates that can be charged to customers by any Group Member with respect to assets that are subject to regulation by the Federal Energy Regulatory Commission or similar regulatory body (a “Rate Eligibility Trigger”); or (ii) the nationalityany Group Member is subject to any federal, citizenship state or other related status (local law or lack of proof thereof) of one or more Limited Partners (or type of Limited Partners) or their owners creates or is reasonably likely to regulation that would create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest under any federalbased on the nationality, state citizenship or local law or regulation other related status of a Limited Partner (a “Citizenship Eligibility Trigger”); then, the General Partner may adopt such amendments to this Agreement as it determines to be necessary or appropriate to (x) in the case of a Rate Eligibility Trigger, obtain such proof of the U.S. federal income tax status of the Limited Partners and, to the extent relevant, their beneficial owners, as the General Partner determines to be necessary or appropriate to reduce the risk of the occurrence of a material adverse effect on the rates that can be charged to customers by any Group Member or (y) in the case of a Citizenship Eligibility Trigger, obtain such proof of the nationality, citizenship or other related status of the Limited Partners Partner and, to the extent relevant, their beneficial owners as the General Partner determines to be necessary or appropriate to eliminate or mitigate the a significant risk of cancellation or forfeiture of any properties or interests thereintherein of a Group Member. (b) Such amendments may include provisions requiring all Partners to certify as to their (and their beneficial owners’) status as Eligible Holders upon demand and on a regular basis, as determined by the General Partner, and may require transferees of Units to so certify prior to being admitted to the Partnership as Partners a Partner (any such required certificate, an “Eligibility Certificate”). (c) Such amendments may provide that any Partner who fails to furnish to the General Partner within a reasonable period requested proof of its (and its beneficial owners’) status as an Eligible Holder or if upon receipt of such Eligibility Certificate or other requested information the General Partner determines that a Limited Partner (or its beneficial owner) is not an Eligible Holder (an “Ineligible Holder”), the Partnership Interests owned by such Limited Partner shall be subject to redemption in accordance with the provisions of Section 4.9. In addition, the General Partner shall be substituted and treated as the owner of all Partnership Interests owned by an Ineligible Holder. (d) The General Partner shall, in exercising voting rights in respect of Partnership Interests held by it on behalf of Ineligible Holders, cast such votes in the same manner and in the same ratios as the votes of Partners (including the General Partner and its Affiliates) in respect of Partnership Interests other than those of Ineligible Holders are cast. (e) Upon dissolution of the Partnership, an Ineligible Holder shall have no right to receive a distribution in kind pursuant to Section 12.4 but shall be entitled to the cash equivalent thereof, and the Partnership shall provide cash in exchange for an assignment of the Ineligible Holder’s share of any distribution in kind. Such payment and assignment shall be treated for purposes hereof as a purchase by the Partnership from the Ineligible Holder of the portion of his Partnership Interest representing his right to receive his share of such distribution in kind. (f) At any time after he can and does certify that he has become an Eligible Holder, an Ineligible Holder may, upon application to the General Partner, request that with respect to any Partnership Interests of such Ineligible Holder not redeemed pursuant to Section 4.9, such Ineligible Holder be admitted as a Partner, and upon approval of the General Partner, such Ineligible Holder shall be admitted as a Partner and shall no longer constitute an Ineligible Holder and the General Partner shall cease to be deemed to be the owner in respect of such Ineligible Holder’s Partnership Interests.

Eligibility Certificates; Ineligible Holders. (a) If at any time the General Partner determines, with the advice of counsel, that: (i) i. the Partnership’s status other than as an association taxable as a corporation for U.S. federal income tax purposes or the failure of the Partnership otherwise to be subject to an entity-level tax for U.S. federal, state or local income tax purposes, coupled with the tax status (or lack of proof of the U.S. federal income tax status) of one or more Limited Partners (Partners, has or type of Limited Partners) or their owners creates or is will reasonably likely to create have a substantial risk of an material adverse effect on the rates maximum applicable rate that can be charged to customers by any Group Member with respect to assets that are subject to regulation by Subsidiaries of the Federal Energy Regulatory Commission or similar regulatory body Partnership (a “Rate Eligibility Trigger”); or (ii) the nationality. any Group Member is subject to any federal, citizenship state or other related status (local law or lack of proof thereof) of one or more Limited Partners (or type of Limited Partners) or their owners creates or is reasonably likely to regulation that would create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest under any federalbased on the nationality, state citizenship or local law or regulation other related status of a Limited Partner (a “Citizenship Eligibility Trigger”); then, the General Partner may adopt such amendments to this Agreement as it determines to be necessary or appropriate advisable to (x) in the case of a Rate Eligibility Trigger, obtain such proof of the U.S. federal income tax status of the Limited Partners and, to the extent relevant, their beneficial owners, as the General Partner determines to be necessary or appropriate advisable to reduce the risk of occurrence of establish those Limited Partners whose federal income tax status does not or would not have a material adverse effect on the rates maximum applicable rate that can be charged to customers by any Group Member Subsidiaries of the Partnership or (y) in the case of a Citizenship Eligibility Trigger, obtain such proof of the nationality, citizenship or other related status (or, if the General Partner is a nominee holding for the account of another Person, the nationality, citizenship or other related status of such Person) of the Limited Partners and, to the extent relevant, their owners Partner as the General Partner determines to be necessary or appropriate advisable to eliminate establish and those Limited Partners whose status as a Limited Partner does not or mitigate the would not subject any Group Member to a significant risk of cancellation or forfeiture of any of its properties or interests therein. (b) Such amendments may include provisions requiring all Limited Partners to certify as to their (and their beneficial owners’) status as Eligible Holders upon demand and on a regular basis, as determined by the General Partner, and may require transferees of Units to so certify prior to being admitted to the Partnership as Partners a Limited Partner (any such required certificate, an “Eligibility Certificate”). (c) Such amendments may provide that with respect to any Limited Partner (and its beneficial owners) who fails to furnish to the General Partner within a reasonable period requested proof of its (an Eligibility Certificate and its owners’) status as an Eligible Holder any other information, or if upon receipt of such Eligibility Certificate or other requested information the General Partner determines that a Limited Partner (or its owner) is not an Eligible Holder (such a Limited Partner an “Ineligible Holder”), the Partnership Limited Partner Interests owned by such Limited Partner shall be subject to redemption in accordance with the provisions of Section 4.94.10. In addition, the General Partner shall be substituted and treated for any Limited Partner that is an Ineligible Holder as the owner Limited Partner in respect of all Partnership Interests owned by an the Ineligible Holder’s Limited Partner Interests. (d) The General Partner shall, in exercising voting rights in respect of Partnership Limited Partner Interests held by it on behalf of Ineligible Holders, cast such distribute the votes in the same manner and in the same ratios as the votes of Limited Partners (including the General Partner and its Affiliates) in respect of Partnership Limited Partner Interests other than those of Ineligible Holders are cast, either for, against or abstaining as to the matter. (e) Upon dissolution of the Partnership, an Ineligible Holder shall have no right to receive a distribution in kind pursuant to Section 12.4 but shall be entitled to the cash equivalent thereof, and the Partnership shall provide cash in exchange for an assignment of the Ineligible Holder’s share of any distribution in kind. Such payment and assignment shall be treated for Partnership purposes hereof as a purchase by the Partnership from the Ineligible Holder of its Limited Partner Interest (representing the portion of his Partnership Interest representing his right to receive his its share of such distribution in kind). (f) At any time after he a holder can and does certify that he it has become an Eligible Holder, an Ineligible Holder may, upon application to the General Partner, request that with respect to any Partnership Limited Partner Interests of such Ineligible Holder not redeemed pursuant to Section 4.94.10, such Ineligible Holder be admitted as a Partner, and upon approval of the General Partner, such Ineligible Holder shall be admitted as a Partner and shall no longer constitute an Ineligible Holder and the General Partner shall cease to be deemed to be the owner Limited Partner in respect of such Ineligible Holder’s Partnership Limited Partner Interests.

Eligibility Certificates; Ineligible Holders. (a) If at any time the General Partner determines, with the advice of counsel, that: (i) the Partnership’s status other than as an association taxable as a corporation for U.S. federal income tax purposes or the failure of the Partnership otherwise to be subject to an entity-level tax for U.S. federal, state or local income tax purposes, coupled with the tax status (or lack of proof of the U.S. federal income tax status) of one or more Limited Partners (Partners, has or type of Limited Partners) or their owners creates or is will reasonably likely to create have a substantial risk of an material adverse effect on the rates maximum applicable rate that can be charged to customers by any Group Member with respect to assets that are subject to regulation by Subsidiaries of the Federal Energy Regulatory Commission or similar regulatory body Partnership (a “Rate Eligibility Trigger”); , or (ii) the nationalityany Group Member is subject to any federal, citizenship state or other related status (local law or lack of proof thereof) of one or more Limited Partners (or type of Limited Partners) or their owners creates or is reasonably likely to regulation that would create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest under any federalbased on the nationality, state citizenship or local law or regulation other related status of a Limited Partner (a “Citizenship Eligibility Trigger”); then, the General Partner may adopt such amendments to this Agreement as it determines to be necessary or appropriate advisable to (x) in the case of a Rate Eligibility Trigger, obtain such proof of the U.S. federal income tax status of the Limited Partners and, to the extent relevant, their beneficial owners, as the General Partner determines to be necessary to establish those Limited Partners whose federal income tax status does not or appropriate to reduce the risk of occurrence of would not have a material adverse effect on the rates maximum applicable rate that can be charged to customers by any Group Member Subsidiaries of the Partnership or (y) in the case of a Citizenship Eligibility Trigger, obtain such proof of the nationality, citizenship or other related status (or, if the General Partner is a nominee holding for the account of another Person, the nationality, citizenship or other related status of such Person) of the Limited Partners and, to the extent relevant, their owners Partner as the General Partner determines to be necessary to establish and those Limited Partners whose status as a Limited Partner does not or appropriate would not subject any Group Member to eliminate or mitigate the a significant risk of cancellation or forfeiture of any of its properties or interests therein. (b) Such amendments may include provisions requiring all Limited Partners to certify as to their (and their beneficial owners’) status as Eligible Holders upon demand and on a regular basis, as determined by the General Partner, and may require transferees of Units to so certify prior to being admitted to the Partnership as Partners a Limited Partner (any such required certificate, an “Eligibility Certificate”). (c) Such amendments may provide that any Limited Partner who fails to furnish to the General Partner within a reasonable period requested proof of its (and its beneficial owners’) status as an Eligible Holder or if upon receipt of such Eligibility Certificate or other requested information the General Partner determines that a Limited Partner (or its owner) is not an Eligible Holder (such a Limited Partner an “Ineligible Holder”), the Partnership Limited Partner Interests owned by such Limited Partner shall be subject to redemption in accordance with the provisions of Section 4.94.10. In addition, the General Partner shall be substituted and treated for all Limited Partners that are Ineligible Holder as the owner Limited Partner in respect of all Partnership Interests owned by an the Ineligible Holder’s Limited Partner Interests. (d) The General Partner shall, in exercising voting rights in respect of Partnership Limited Partner Interests held by it on behalf of Ineligible Holders, cast such distribute the votes in the same manner and in the same ratios as the votes of Limited Partners (including the General Partner and its Affiliates) in respect of Partnership Limited Partner Interests other than those of Ineligible Holders are cast, either for, against or abstaining as to the matter. (e) Upon dissolution of the Partnership, an Ineligible Holder shall have no right to receive a distribution in kind pursuant to Section 12.4 but shall be entitled to the cash equivalent thereof, and the Partnership shall provide cash in exchange for an assignment of the Ineligible Holder’s share of any distribution in kind. Such payment and assignment shall be treated for Partnership purposes hereof as a purchase by the Partnership from the Ineligible Holder of the portion of his Partnership Limited Partner Interest (representing his right to receive his share of such distribution in kind). (f) At any time after he an Ineligible Holder can and does certify that he has become an Eligible Holder, an Ineligible Holder may, upon application to the General Partner, request that with respect to any Partnership Limited Partner Interests of such Ineligible Holder not redeemed pursuant to Section 4.94.10, such Ineligible Holder be admitted as a Limited Partner, and upon approval of the General Partner, such Ineligible Holder shall be admitted as a Limited Partner and shall no longer constitute an Ineligible Holder and the General Partner shall cease to be deemed to be the owner Limited Partner in respect of such the Ineligible Holder’s Partnership Limited Partner Interests.

Eligibility Certificates; Ineligible Holders. (a) If at any time the General Partner Manager determines, with the advice of counsel, that: (i) the Company’s status other than as an association taxable as a corporation for U.S. federal income tax purposes or the failure of the Company otherwise to be subject to an entity-level tax for U.S. federal, state or local income tax purposes, coupled with the tax status (or lack of proof of the U.S. federal income tax status) of one or more Limited Partners (Members, has or type of Limited Partners) or their owners creates or is will reasonably likely to create have a substantial risk of an material adverse effect on the rates maximum applicable rate that can be charged to customers by any Group Member with respect to assets that are subject to regulation by Subsidiaries of the Federal Energy Regulatory Commission or similar regulatory body Company (a “Rate Eligibility Trigger”); , or (ii) the nationalityany Group Member is subject to any federal, citizenship state or other related status (local law or lack of proof thereof) of one or more Limited Partners (or type of Limited Partners) or their owners creates or is reasonably likely to regulation that would create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest under any federalbased on the nationality, state citizenship or local law or regulation other related status of a Member (a “Citizenship Eligibility Trigger”); then, the General Partner Manager may adopt such amendments to this Agreement as it determines to be necessary or appropriate advisable to (x) in the case of a Rate Eligibility Trigger, obtain such proof of the U.S. federal income tax status of the Limited Partners Members and, to the extent relevant, their beneficial owners, as the General Partner Manager determines to be necessary to establish those Members whose U.S. federal income tax status does not or appropriate to reduce the risk of occurrence of would not have a material adverse effect on the rates maximum applicable rate that can be charged to customers by any Group Member Subsidiaries of the Company that are subject to rate regulation by FERC or (y) in the case of a Citizenship Eligibility Trigger, obtain such proof of the nationality, citizenship or other related status (or, if the Manager is a nominee holding for the account of another Person, the nationality, citizenship or other related status of such Person) of the Limited Partners and, to the extent relevant, their owners Member as the General Partner Manager determines to be necessary to establish and those Members whose status as a Member does not or appropriate would not subject any Group Member to eliminate or mitigate the a significant risk of cancellation or forfeiture of any of its properties or interests therein. (b) Such amendments may include provisions requiring all Partners Members to certify as to their (and their beneficial owners’) status as Eligible Holders upon demand and on a regular basis, as determined by the General PartnerManager, and may require transferees of Units to so certify prior to being admitted to the Partnership Company as Partners a Member (any such required certificate, an “Eligibility Certificate”). (c) Such amendments may provide that any Partner Member who fails to furnish to the General Partner Manager within a reasonable period requested proof of its (and its its’ beneficial owners’) status as an Eligible Holder or if upon receipt of such Eligibility Certificate or other requested information the General Partner Manager determines that a Limited Partner (or its owner) Member is not an Eligible Holder (such a Member an “Ineligible Holder”), the Partnership Membership Interests owned by such Limited Partner Member shall be subject to redemption in accordance with the provisions of Section 4.9. In addition, the General Partner Manager shall be substituted and treated for all Non-Managing Members that are Ineligible Holder as the owner Non-Managing Member in respect of all Partnership Interests owned by an the Ineligible Holder’s Membership Interests. (d) The General Partner Manager shall, in exercising voting rights in respect of Partnership Non-Managing Member Interests held by it on behalf of Ineligible Holders, cast such distribute the votes in the same manner and in the same ratios as the votes of Partners Members (including the General Partner Manager and its Affiliates) in respect of Partnership Non-Managing Member Interests other than those of Ineligible Holders are cast, either for, against or abstaining as to the matter. (e) Upon dissolution of the PartnershipCompany, an Ineligible Holder shall have no right to receive a distribution in kind pursuant to Section 12.4 but shall be entitled to the cash equivalent thereof, and the Partnership Company shall provide cash in exchange for an assignment of the Ineligible Holder’s share of any distribution in kind. Such payment and assignment shall be treated for Company purposes hereof as a purchase by the Partnership Company from the Ineligible Holder of the portion of his Partnership Membership Interest (representing his right to receive his share of such distribution in kind). (f) At any time after he can and does certify that he has become an Eligible Holder, an Ineligible Holder may, upon application to the General PartnerManager, request that with respect to any Partnership Membership Interests of such Ineligible Holder not redeemed pursuant to Section 4.9, such Ineligible Holder be admitted as a PartnerMember, and upon approval of the General PartnerManager, such Ineligible Holder shall be admitted as a Partner Member and shall no longer constitute an Ineligible Holder and the General Partner Manager shall cease to be deemed to be the owner Non-Managing Member in respect of such the Ineligible Holder’s Partnership Non-Managing Member Interests.

Eligibility Certificates; Ineligible Holders. (a) If at any time the General Partner determines, with the advice of counsel, that: (i) the Partnership’s status other than as an association taxable as a corporation for U.S. federal income tax purposes or the failure of the Partnership otherwise to be subject to an entity-level tax for U.S. federal, state or local income tax purposes, coupled with the tax status (or lack of proof of the U.S. federal income tax status) of one or more Limited Partners (or type of Limited Partners) or their beneficial owners creates has or is reasonably likely to create have a substantial risk of an material adverse effect on the rates that can be charged to customers by any Group Member with respect to assets that are subject to regulation by the Federal Energy Regulatory Commission or similar regulatory body (a “Rate Eligibility Trigger”); or (ii) the nationalityany Group Member is subject to any federal, citizenship state or other related status (local law or lack of proof thereof) of one or more Limited Partners (or type of Limited Partners) or their owners creates or is reasonably likely to regulation that would create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest under any federalbased on the nationality, state citizenship or local law or regulation other related status of a Limited Partner (a “Citizenship Eligibility Trigger”); then, the General Partner may adopt such amendments to this Agreement as it determines to be necessary or appropriate to (x) in the case of a Rate Eligibility Trigger, obtain such proof of the U.S. federal income tax status of the Limited Partners and, to the extent relevant, their beneficial owners, as the General Partner determines to be necessary or appropriate to reduce the risk of the occurrence of a material adverse effect on the rates that can be charged to customers by any Group Member or (y) in the case of a Citizenship Eligibility Trigger, obtain such proof of the nationality, citizenship or other related status of the Limited Partners andPartner, and to the extent relevant, their beneficial owners as the General Partner determines to be necessary or appropriate to eliminate or mitigate the a significant risk of cancellation or forfeiture of any properties or interests thereintherein of a Group Member. (b) Such amendments may include provisions requiring all Limited Partners to certify as to their (and their beneficial owners’) status as Eligible Holders upon demand and on a regular basis, as determined by the General Partner, and may require transferees of Units to so certify prior to being admitted to the Partnership as Partners a Limited Partner (any such required certificate, an “Eligibility Certificate”). (c) Such amendments may provide that any Partner who fails to furnish to the General Partner within a reasonable period requested proof of its (and its beneficial owners’) status as an Eligible Holder or if upon receipt of such Eligibility Certificate or other requested information the General Partner determines that a Limited Partner (or its beneficial owner) is not an Eligible Holder (an “Ineligible Holder”), the Partnership Limited Partner Interests owned by such Limited Partner shall be subject to redemption in accordance with the provisions of Section 4.9. In addition, if the General Partner exercises its right to redeem the Limited Partner Interests owned by such Limited Partner, the General Partner shall be substituted and treated as the owner of all Partnership Limited Partner Interests owned by an Ineligible HolderHolder and the Limited Partner with respect thereto. (d) The General Partner shall, in exercising voting rights in respect of Partnership Limited Partner Interests held by it on behalf of Ineligible Holders, cast such votes in the same manner and in the same ratios as the votes of Limited Partners (including the General Partner and its Affiliates) in respect of Partnership Limited Partner Interests other than those of Ineligible Holders are cast. (e) Upon dissolution of the Partnership, an Ineligible Holder shall have no right to receive a distribution in kind pursuant to Section 12.4 but shall be entitled to the cash equivalent thereof, and the Partnership shall provide cash in exchange for an assignment of the Ineligible Holder’s share of any distribution in kind. Such payment and assignment shall be treated for purposes hereof as a purchase by the Partnership from the Ineligible Holder of the portion of his Partnership Limited Partner Interest representing his right to receive his share of such distribution in kind. (f) At any time after he can and does certify that he has become an Eligible Holder, an Ineligible Holder may, upon application to the General Partner, request that with respect to any Partnership Limited Partner Interests of such Ineligible Holder not redeemed pursuant to Section 4.9, such Ineligible Holder be admitted as a Limited Partner, and upon approval of the General Partner, such Ineligible Holder shall be admitted as a Partner and shall no longer constitute an Ineligible Holder and the General Partner shall cease to be deemed to be the owner and Limited Partner in respect of such Ineligible Holder’s Partnership Limited Partner Interests.

Eligibility Certificates; Ineligible Holders. (a) If at any time the General Partner determines, with the advice of counsel, that: (i) the Partnership’s status as other than as an association taxable as a corporation for U.S. federal income tax purposes or the failure of the Partnership to be subject to an entity-level tax for U.S. federal, state or local income tax purposes, coupled with the tax status (or lack of proof of the U.S. federal income tax status) of one or more Limited Partners (Partners, has or type of Limited Partners) or their owners creates or is will reasonably likely to create have a substantial risk of an material adverse effect on the rates maximum applicable rate that can be charged to customers by any Group Member with respect to assets that are subject to regulation by Subsidiaries of the Federal Energy Regulatory Commission or similar regulatory body Partnership (a “Rate Eligibility Trigger”); or (ii) the nationalityany Group Member is subject to any federal, citizenship state or other related status (local law or lack of proof thereof) of one or more Limited Partners (or type of Limited Partners) or their owners creates or is reasonably likely to regulation that would create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest under any federalbased on the nationality, state citizenship or local law or regulation other related status of a Partner (a “Citizenship Eligibility Trigger”); then, the General Partner may adopt such amendments to this Agreement as it determines to be necessary or appropriate advisable to (x) in the case of a Rate Eligibility Trigger, obtain such proof of the U.S. federal income tax status of the Limited Partners and, to the extent relevant, their beneficial owners, as the General Partner determines to be necessary to establish those Partners whose U.S. federal income tax status does not or appropriate to reduce the risk of occurrence of would not have a material adverse effect on the rates maximum applicable rate that can be charged to customers by any Group Member Subsidiaries of the Partnership or (y) in the case of a Citizenship Eligibility Trigger, obtain such proof of the nationality, citizenship or other related status (or, if the General Partner is a nominee holding for the account of another Person, the nationality, citizenship or other related status of such Person) of the Limited Partners and, to the extent relevant, their owners Partner as the General Partner determines to be necessary to establish and those Partners whose status as a Partner does not or appropriate would not subject any Group Member to eliminate or mitigate the a significant risk of cancellation or forfeiture of any of its properties or interests therein. (b) Such amendments may include provisions requiring all Partners to certify as to their (and their beneficial owners’) status as Eligible Holders upon demand and on a regular basis, as determined by the General Partner, and may require transferees of Units to so certify prior to being admitted to the Partnership as Partners a Partner (any such required certificate, an “Eligibility Certificate”). (c) Such amendments may provide that any Partner who fails to furnish to the General Partner within a reasonable period requested proof of its (and its its’ beneficial owners’) status as an Eligible Holder or if upon receipt of such Eligibility Certificate or other requested information the General Partner determines that a Limited Partner (or its owner) is not an Eligible Holder (such a Partner, an “Ineligible Holder”), the Partnership Interests owned by such Limited Partner shall be subject to redemption in accordance with the provisions of Section 4.9. In addition, the General Partner shall be substituted and treated for all Limited Partners that are Ineligible Holders as the owner Partner in respect of all Partnership Interests owned by an the Ineligible Holder’s Partnership Interests. (d) The General Partner shall, in exercising voting rights in respect of Partnership Interests held by it on behalf of Ineligible Holders, cast such distribute the votes in the same manner and in the same ratios as the votes of Partners (including the General Partner and its Affiliates) in respect of Partnership Interests other than those of Ineligible Holders are cast, either for, against or abstaining as to the matter. (e) Upon dissolution of the Partnership, an Ineligible Holder shall have no right to receive a distribution in kind pursuant to Section 12.4 but shall be entitled to the cash equivalent thereof, and the Partnership shall provide cash in exchange for an assignment of the Ineligible Holder’s share of any distribution in kind. Such payment and assignment shall be treated for Partnership purposes hereof as a purchase by the Partnership from the Ineligible Holder of the portion of his Partnership Interest (representing his right to receive his share of such distribution in kind). (f) At any time after he can and does certify that he has become an Eligible Holder, an Ineligible Holder may, upon application to the General Partner, request that with respect to any Partnership Interests of such Ineligible Holder not redeemed pursuant to Section 4.9, such Ineligible Holder be admitted as a Partner, and upon approval of the General Partner, such Ineligible Holder shall be admitted as a Partner and shall no longer constitute an Ineligible Holder and the General Partner shall cease to be deemed to be the owner Partner in respect of such Ineligible Holder’s Partnership Interests.

Eligibility Certificates; Ineligible Holders. (a) If at any time the General Partner determines, with the advice of counsel, that: (i) the Partnership’s status other than as an association taxable as a corporation for U.S. federal income tax purposes or the failure of the Partnership otherwise to be subject to an entity-level tax for U.S. federal, state or local income tax purposes, coupled with the tax status (or lack of proof of the U.S. federal income tax status) of one or more Limited Partners (Partners, has or type of Limited Partners) or their owners creates or is will reasonably likely to create have a substantial risk of an material adverse effect on the rates maximum applicable rate that can be charged to customers by any Group Member with respect to assets that are subject to regulation by Subsidiaries of the Federal Energy Regulatory Commission or similar regulatory body Partnership (a “Rate Eligibility Trigger”); or (ii) the nationalityany Group Member is subject to any federal, citizenship state or other related status (local law or lack of proof thereof) of one or more Limited Partners (or type of Limited Partners) or their owners creates or is reasonably likely to regulation that would create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest under any federalbased on the nationality, state citizenship or local law or regulation other related status of a Limited Partner (a “Citizenship Eligibility Trigger”); then, the General Partner may adopt such amendments to this Agreement as it determines to be necessary or appropriate advisable to (x) in the case of a Rate Eligibility Trigger, obtain such proof of the U.S. federal income tax status of the Limited Partners and, to the extent relevant, their beneficial owners, as the General Partner determines to be necessary or appropriate advisable to reduce the risk of occurrence of establish those Limited Partners whose federal income tax status does not or would not have a material adverse effect on the rates maximum applicable rate that can be charged to customers by any Group Member Subsidiaries of the Partnership or (y) in the case of a Citizenship Eligibility Trigger, obtain such proof of the nationality, citizenship or other related status (or, if the General Partner is a nominee holding for the account of another Person, the nationality, citizenship or other related status of such Person) of the Limited Partners and, to the extent relevant, their owners Partner as the General Partner determines to be necessary or appropriate advisable to eliminate establish and those Limited Partners whose status as a Limited Partner does not or mitigate the would not subject any Group Member to a significant risk of cancellation or forfeiture of any of its properties or interests therein. (b) Such amendments may include provisions requiring all Limited Partners to certify as to their (and their beneficial owners’) status as Eligible Holders upon demand and on a regular basis, as determined by the General Partner, and may require transferees of Units to so certify prior to being admitted to the Partnership as Partners a Limited Partner (any such required certificate, an “Eligibility Certificate”). (c) Such amendments may provide that with respect to any Limited Partner (and its beneficial owners) who fails to furnish to the General Partner within a reasonable period requested proof of its (an Eligibility Certificate and its owners’) status as an Eligible Holder any other information, or if upon receipt of such Eligibility Certificate or other requested information the General Partner determines that a Limited Partner (or its owner) is not an Eligible Holder (such a Limited Partner an “Ineligible Holder”), the Partnership Limited Partner Interests owned by such Limited Partner shall be subject to redemption in accordance with the provisions of Section 4.94.10. In addition, the General Partner shall be substituted and treated for any Limited Partner that is an Ineligible Holder as the owner Limited Partner in respect of all Partnership Interests owned by an the Ineligible Holder’s Limited Partner Interests. (d) The General Partner shall, in exercising voting rights in respect of Partnership Limited Partner Interests held by it on behalf of Ineligible Holders, cast such distribute the votes in the same manner and in the same ratios as the votes of Limited Partners (including the General Partner and its Affiliates) in respect of Partnership Limited Partner Interests other than those of Ineligible Holders are cast, either for, against or abstaining as to the matter. (e) Upon dissolution of the Partnership, an Ineligible Holder shall have no right to receive a distribution in kind pursuant to Section 12.4 but shall be entitled to the cash equivalent thereof, and the Partnership shall provide cash in exchange for an assignment of the Ineligible Holder’s share of any distribution in kind. Such payment and assignment shall be treated for Partnership purposes hereof as a purchase by the Partnership from the Ineligible Holder of its Limited Partner Interest (representing the portion of his Partnership Interest representing his right to receive his its share of such distribution in kind). (f) At any time after he a holder can and does certify that he it has become an Eligible Holder, an Ineligible Holder may, upon application to the General Partner, request that with respect to any Partnership Limited Partner Interests of such Ineligible Holder not redeemed pursuant to Section 4.94.10, such Ineligible Holder be admitted as a Partner, and upon approval of the General Partner, such Ineligible Holder shall be admitted as a Partner and shall no longer constitute an Ineligible Holder and the General Partner shall cease to be deemed to be the owner Limited Partner in respect of such Ineligible Holder’s Partnership Limited Partner Interests.

Eligibility Certificates; Ineligible Holders. (a) If at any time the General Partner determines, with the advice of counsel, that: that (i) the Partnership’s status other than as an association taxable as a corporation for U.S. federal income tax purposes or the failure of the Partnership otherwise to be subject to an entity-level tax for U.S. federal, state or local income tax purposes, coupled with the tax status (or lack of proof of the U.S. federal income tax status) of one or more Limited Partners (or type of Limited Partners) Assignees, has or their owners creates or is will reasonably likely to create have a substantial risk of an material adverse effect on the rates maximum applicable rate that can be charged to customers by any Group Member with respect to assets that are subject to regulation by Subsidiaries of the Federal Energy Regulatory Commission or similar regulatory body Partnership (a “Rate Eligibility TriggerTrigger ”); or , or (ii) the nationalityany Group Member is subject to any federal, citizenship state or other related status (local law or lack of proof thereof) of one or more Limited Partners (or type of Limited Partners) or their owners creates or is reasonably likely to regulation that would create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest under any federalbased on the nationality, state citizenship or local law other related status of a Limited Partner or regulation Assignee (a “Citizenship Eligibility TriggerTrigger ”); then, the General Partner may adopt such amendments to this Agreement as shall take any action it determines to be necessary or appropriate advisable to (x) in the case of a Rate Eligibility Trigger, obtain such proof of the U.S. federal income tax status of the Limited Partners Partner or Assignee and, to the extent relevant, their beneficial owners, as the General Partner determines to be necessary to establish those Limited Partners whose federal income tax status does not or appropriate to reduce the risk of occurrence of would not have a material adverse effect on the rates maximum applicable rate that can be charged to customers by any Group Member Subsidiaries of the Partnership or (y) in the case of a Citizenship Eligibility Trigger, obtain such proof of the nationality, citizenship or other related status (or, if the General Partner is a nominee holding for the account of another Person, the nationality, citizenship or other related status of such Person) of the Limited Partners and, to the extent relevant, their owners Partner or Assignee as the General Partner determines to be necessary to establish that the Limited Partner’s or appropriate Assignee’s status as a Limited Partner does not or would not subject any Group Member to eliminate or mitigate the a significant risk of cancellation or forfeiture of any of its properties or interests therein. (b) Such amendments actions of the General Partner may (i) include provisions requiring all Limited Partners to certify as to their (and their beneficial owners’) status as Eligible Holders upon demand and on a regular basis, as determined by the General Partner, and may require transferees of Units to so certify prior to being admitted to the Partnership as Partners a Limited Partner (any such required certificate, an “Eligibility Certificate”). ; and (cii) Such amendments may provide that any Limited Partner or Assignee who fails to furnish to the General Partner within a reasonable period 30 days after requested proof of its (and its beneficial owners’) status as an Eligible Holder or if upon receipt of such Eligibility Certificate or other requested information the General Partner determines that a Limited Partner (or its owner) Assignee is not an Eligible Holder (such a Limited Partner an “Ineligible HolderHolder ”), the Partnership Limited Partner Interests owned by such Limited Partner or Assignee shall be subject to redemption in accordance with the provisions of Section 4.94.10. In addition, the General Partner shall be substituted and treated for each Limited Partner or Assignee that is an Ineligible Holder as the owner Limited Partner in respect of all Partnership Interests owned by an the Ineligible Holder’s Limited Partner Interests. (dc) The General Partner shall, in exercising voting rights in respect of Partnership Limited Partner Interests held by it on behalf of Ineligible Holders, cast such distribute the votes in the same manner and in the same ratios as the votes of Limited Partners (including the General Partner and its Affiliates) in respect of Partnership Limited Partner Interests other than those of Ineligible Holders are cast, either for, against or abstaining as to the matter. (ed) Upon dissolution of the Partnership, an Ineligible Holder shall have no right to receive a distribution in kind pursuant to Section 12.4 but shall be entitled to the cash equivalent thereof, and the Partnership shall provide cash in exchange for an assignment of the Ineligible Holder’s share of any distribution in kind. Such payment and assignment shall be treated for Partnership purposes hereof as a purchase by the Partnership from the Ineligible Holder of the portion of his Partnership Limited Partner Interest (representing his right to receive his share of such distribution in kind). (fe) At any time after he can and does certify that he has become an Eligible Holder, an Ineligible Holder may, upon application to the General Partner, request that with respect to any Partnership Limited Partner Interests of such Ineligible Holder not redeemed pursuant to Section 4.94.10, such Ineligible Holder be admitted as a Limited Partner, and upon approval of the General Partner, such Ineligible Holder shall be admitted as a Limited Partner and shall no longer constitute an Ineligible Holder and the General Partner shall cease to be deemed to be the owner Limited Partner in respect of such the Ineligible Holder’s Partnership Limited Partner Interests.

Eligibility Certificates; Ineligible Holders. (a) If at any time the General Partner determines, with the advice of counsel, that: (i) the U.S. federal income tax status (or lack of proof of the U.S. federal income tax status) of one or more Limited Partners (or type of Limited Partners) or their owners creates has or is reasonably likely to create have a substantial risk of an material adverse effect on the rates that can be charged to customers by any Group Member with respect to assets that are subject to regulation by the Federal Energy Regulatory Commission or similar regulatory body (a “Rate Eligibility Trigger”); or (ii) the nationalityany Group Member is subject to any federal, citizenship state or other related status (local law or lack of proof thereof) of one or more Limited Partners (or type of Limited Partners) or their owners creates or is reasonably likely to regulation that would create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest under any federalbased on the nationality, state citizenship or local law other related status of one or regulation more Limited Partners or their owners (a “Citizenship Eligibility Trigger”); then, the General Partner Partner, without the approval of any Limited Partner, may adopt such amendments to this Agreement as it determines to be necessary or appropriate to (xA) in the case of a Rate Eligibility Trigger, obtain such proof of the U.S. federal income tax status of the such Limited Partners and, to the extent relevant, their owners, as the General Partner determines to be necessary or appropriate to reduce the risk of occurrence of a material adverse effect on the rates that can be charged to customers by any Group Member or (yB) in the case of a Citizenship Eligibility Trigger, obtain such proof of the nationality, citizenship or other related status of the such Limited Partners and, to the extent relevant, their owners owners, as the General Partner determines to be necessary or appropriate to eliminate or mitigate the risk of cancellation or forfeiture of any properties or interests therein. (b) Such amendments Amendments adopted pursuant to this Section 4.09 may include provisions requiring all Limited Partners to certify as to their (and their owners’) status as Eligible Holders upon demand and on a regular basis, as determined by the General Partner, and may require transferees of Units to so certify prior to being admitted to the Partnership as Limited Partners (any such required certificate, an “Eligibility Certificate”). (c) Such amendments Amendments adopted pursuant to this Section 4.09 may provide that (i) any Limited Partner who fails to furnish to the General Partner Partner, within a reasonable period period, requested proof of its (and its owners’) status as an Eligible Holder or (ii) if upon receipt of such Eligibility Certificate or other requested information the General Partner determines that a Limited Partner (or its owner) is not an Eligible Holder (an “Ineligible Holder”), the Partnership Limited Partner Interests owned by such Limited Partner shall be subject to redemption in accordance with the provisions of Section 4.9redemption. In addition, the General Partner shall be substituted and treated as the owner of all Partnership Limited Partner Interests owned by an Ineligible Holder. (d) If the General Partner adopts amendments pursuant to this Section 4.09 providing for the redemption of Limited Partner Interests, the aggregate redemption price for Redeemable Interests shall be an amount equal to the Current Market Price (the date of determination of which shall be the date fixed for redemption) of Limited Partner Interests of the class to be so redeemed multiplied by the number of Limited Partner Interests of each such class included among the Redeemable Interests. The redemption price shall be paid, as determined by the General Partner, in cash or by delivery of a promissory note of the Partnership in the principal amount of the redemption price, bearing interest at the rate of 5% annually and payable in three equal annual installments of principal together with accrued interest, commencing one year after the redemption date. (e) The General Partner shall, in exercising exercising, or abstaining from exercising, voting rights in respect of Partnership Limited Partner Interests held by it on behalf of Ineligible Holders, cast such distribute the votes or abstentions in the same manner and in the same ratios as the votes of Limited Partners (including the General Partner and its Affiliates) in respect of Partnership Limited Partner Interests other than those of Ineligible Holders are castdistributed, either casting votes for or against or abstaining as to the matter. (ef) Upon dissolution of the Partnership, an Ineligible Holder shall have no right to receive a distribution in kind pursuant to Section 12.4 12.04 but shall be entitled to the cash equivalent thereof, and the Partnership shall provide cash in exchange for an assignment of the Ineligible Holder’s share of any distribution in kind. Such payment and assignment shall be treated for Partnership purposes hereof as a purchase by the Partnership from the Ineligible Holder of its Limited Partner Interests (representing the portion of his Partnership Interest representing his right to receive his its share of such distribution in kind). (fg) At any time after he an Ineligible Holder can and does certify that he it has become an Eligible Holder, an such Ineligible Holder may, upon application to the General Partner, request that with respect to any Partnership Limited Partner Interests of such Ineligible Holder not redeemed pursuant to Section 4.9redeemed, such Ineligible Holder be admitted as a Limited Partner, and upon approval of the General Partner, such Ineligible Holder shall be admitted as a Limited Partner and shall no longer constitute an Ineligible Holder Holder, and the General Partner shall cease to be deemed to be the owner in respect of such Ineligible Holder’s Partnership Limited Partner Interests.

Eligibility Certificates; Ineligible Holders. (a) If at any time the General Partner determines, with the advice of counsel, that: (i) the Partnership’s status other than as an association taxable as a corporation for U.S. federal income tax purposes or the failure of the Partnership otherwise to be subject to an entity-level tax for U.S. federal, state or local income tax purposes, coupled with the tax status (or lack of proof of the U.S. federal income tax status) of one or more Limited Partners (Partners, has or type of Limited Partners) or their owners creates or is will reasonably likely to create have a substantial risk of an material adverse effect on the rates maximum applicable rate that can be charged to customers by any Group Member with respect to assets that are subject to regulation by Subsidiaries of the Federal Energy Regulatory Commission or similar regulatory body Partnership (a “Rate Eligibility Trigger”); or (ii) the nationalityany Group Member is subject to any federal, citizenship state or other related status (local law or lack of proof thereof) of one or more Limited Partners (or type of Limited Partners) or their owners creates or is reasonably likely to regulation that would create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest under any federalbased on the nationality, state citizenship or local law or regulation other related status of a Limited Partner (a “Citizenship Eligibility Trigger”); then, in each of cases (i) and (ii), the General Partner may adopt such amendments to this Agreement as it determines to be necessary or appropriate advisable to (xA) in the case of a Rate Eligibility Trigger, obtain such proof of the U.S. federal income tax status of the Limited Partners and, to the extent relevant, their beneficial owners, as the General Partner determines to be necessary or appropriate advisable to reduce the risk of occurrence of establish those Limited Partners whose U.S. federal income tax status does not or would not have a material adverse effect on the rates maximum applicable rate that can be charged to customers by any Group Member or (yB) in the case of a Citizenship Eligibility Trigger, obtain such proof of the nationality, citizenship or other related status of the Limited Partners andPartner (or, to if the extent relevantPartner is a nominee holding for the account of another Person, their owners the nationality, citizenship or other related status of such Person) as the General Partner determines to be necessary or appropriate advisable to eliminate establish those Partners whose status as Partners does not or mitigate the would not subject any Group Member to a significant risk of cancellation or forfeiture of any of its properties or interests therein. (b) Such amendments may include provisions requiring all Limited Partners to certify as to their (and their beneficial owners’) status as Eligible Holders upon demand and on a regular basis, as determined by the General Partner, and may require transferees of Units to so certify prior to being admitted to the Partnership as Partners a Limited Partner (any such required certificate, an “Eligibility Certificate”). (c) Such amendments may provide that any Limited Partner (and its beneficial owners) who fails to furnish to the General Partner Partner, within a reasonable period requested after a request, an Eligibility Certificate and any other information and proof of its (and its beneficial owners’) status as an Eligible Holder Holder, or if upon receipt of such Eligibility Certificate or other requested information the General Partner determines that a Limited Partner (or its owner) is not an Eligible Holder (such a Limited Partner, an “Ineligible Holder”), the Partnership Limited Partner Interests owned by such Limited Partner shall be subject to redemption in accordance with the provisions of Section 4.94.10. In addition, the General Partner shall be substituted and treated for any Limited Partner that is an Ineligible Holder as the owner Limited Partner in respect of all Partnership Interests owned by an the Ineligible Holder’s Limited Partner Interests. (d) The General Partner shall, in exercising voting rights in respect of Partnership Interests held by it on behalf of Ineligible Holders, cast such distribute the votes in the same manner and in the same ratios as the votes of Limited Partners (including the General Partner and its Affiliates) in respect of Partnership Limited Partner Interests other than those of Ineligible Holders are cast, either for, against or abstaining as to the matter. (e) Upon dissolution of the Partnership, an Ineligible Holder shall have no right to receive a distribution in kind pursuant to Section 12.4 but shall be entitled to the cash equivalent thereof, and the Partnership shall provide cash in exchange for an assignment of the Ineligible Holder’s share of any distribution in kind. Such payment and assignment shall be treated for Partnership purposes hereof as a purchase by the Partnership from the Ineligible Holder of its Limited Partner Interest (representing the portion of his Partnership Interest representing his right to receive his its share of such distribution in kind). (f) At any time after he a holder can and does certify that he it has become an Eligible Holder, an Ineligible Holder may, upon application to the General Partner, request that with respect to any Partnership Limited Partner Interests of such Ineligible Holder not redeemed pursuant to Section 4.94.10, such Ineligible Holder be admitted as a PartnerHolder, and upon approval of the General Partner, such Ineligible Holder shall be admitted as a Partner and shall no longer constitute an Ineligible Holder Holder, and the General Partner shall cease to be deemed to be the owner Limited Partner in respect of such Ineligible Holder’s Partnership Limited Partner Interests.

Eligibility Certificates; Ineligible Holders. (a) If at any time the General Partner determines, with the advice of counsel, that: (i) the The U.S. federal income tax status (or lack of proof of the U.S. federal income tax status) of one or more Limited Partners (or type of Limited Partners) or their beneficial owners creates has or is reasonably likely to create have a substantial risk of an material adverse effect on the rates that can be charged to customers by any Group Member with respect to assets that are subject to regulation by the Federal Energy Regulatory Commission or similar regulatory body (a “Rate Eligibility Trigger”); or (ii) the nationalityany Group Member is subject to any federal, citizenship state or other related status (local law or lack of proof thereof) of one or more Limited Partners (or type of Limited Partners) or their owners creates or is reasonably likely to regulation that would create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest under any federalbased on the nationality, state citizenship or local law or regulation other related status of a Limited Partner (a “Citizenship Eligibility Trigger”); then, the General Partner may adopt such amendments to this Agreement as it determines to be necessary or appropriate to (x) in the case of a Rate Eligibility Trigger, obtain such proof of the U.S. federal income tax status of the Limited Partners and, to the extent relevant, their beneficial owners, as the General Partner determines to be necessary or appropriate to reduce the risk of the occurrence of a material adverse effect on the rates that can be charged to customers by any Group Member or (y) in the case of a Citizenship Eligibility Trigger, obtain such proof of the nationality, citizenship or other related status of the Limited Partners andPartner, and to the extent relevant, their beneficial owners as the General Partner determines to be necessary or appropriate to eliminate or mitigate the a significant risk of cancellation or forfeiture of any properties or interests thereintherein of a Group Member. (b) Such amendments may include provisions requiring all Limited Partners to certify as to their (and their beneficial owners’) status as Eligible Holders upon demand and on a regular basis, as determined by the General Partner, and may require transferees of Units to so certify prior to being admitted to the Partnership as Partners a Limited Partner (any such required certificate, an “Eligibility Certificate”). (c) Such amendments may provide that any Partner who fails to furnish to the General Partner within a reasonable period requested proof of its (and its beneficial owners’) status as an Eligible Holder or if upon receipt of such Eligibility Certificate or other requested information the General Partner determines that a Limited Partner (or its beneficial owner) is not an Eligible Holder (an “Ineligible Holder”), the Partnership Limited Partner Interests owned by such Limited Partner shall be subject to redemption in accordance with the provisions of Section 4.94.10. In addition, the General Partner shall be substituted and treated as the owner of all Partnership Limited Partner Interests owned by an Ineligible HolderHolder and the Limited Partner with respect thereto. (d) The General Partner shall, in exercising voting rights in respect of Partnership Limited Partner Interests held by it on behalf of Ineligible Holders, cast such distribute the votes in the same manner and in the same ratios as the votes of Limited Partners (including the General Partner and its Affiliates) in respect of Partnership Limited Partner Interests other than those of Ineligible Holders are cast, either for, against or abstaining as to the matter. (e) Upon dissolution of the Partnership, an Ineligible Holder shall have no right to receive a distribution in kind pursuant to Section 12.4 but shall be entitled to the cash equivalent thereof, and the Partnership shall provide cash in exchange for an assignment of the Ineligible Holder’s share of any distribution in kind. Such payment and assignment shall be treated for Partnership purposes hereof as a purchase by the Partnership from the Ineligible Holder of its Limited Partner Interest (representing the portion of his Partnership Interest representing his right to receive his its share of such distribution in kind). (f) At any time after he an Ineligible Holder can and does certify that he has become it no longer is an Eligible Ineligible Holder, an Ineligible Holder it may, upon application to the General Partner, request that with respect to any Partnership Limited Partner Interests of such Ineligible Holder not redeemed pursuant to Section 4.94.10, such Ineligible Holder be admitted as a Partner, and upon approval of the General Partner, such Ineligible Holder shall be admitted as a Partner and shall no longer constitute an Ineligible Holder and the General Partner shall cease to be deemed to be the owner Limited Partner in respect of such Ineligible Holder’s Partnership Limited Partner Interests.

Eligibility Certificates; Ineligible Holders. (a) If at any time the General Partner determines, with the advice of counsel, that: (i) the U.S. federal income tax status (or lack of proof of the U.S. federal income tax status) of one or more Limited Partners (or type of Limited Partners) or their owners creates or is reasonably likely to create a substantial risk of an adverse effect on the rates that can be charged to customers by any Group Member with respect to assets that are subject to regulation by the Federal Energy Regulatory Commission or similar regulatory body (a “Rate Eligibility Trigger”); or (ii) the nationality, citizenship or other related status (or lack of proof thereof) of one or more Limited Partners (or type of Limited Partners) or their owners creates or is reasonably likely to create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest under any federal, state or local law or regulation (a “Citizenship Eligibility Trigger”); then, the General Partner may adopt such amendments to this Agreement as it determines to be necessary or appropriate to (x) in the case of a Rate Eligibility Trigger, obtain such proof of the U.S. federal income tax status of the Limited Partners and, to the extent relevant, their owners, as the General Partner determines to be necessary or appropriate to reduce the risk of occurrence of a material adverse effect on the rates that can be charged to customers by any Group Member or (y) in the case of a Citizenship Eligibility Trigger, obtain such proof of the nationality, citizenship or other related status of the Limited Partners and, to the extent relevant, their owners as the General Partner determines to be necessary or appropriate to eliminate or mitigate the risk of cancellation or forfeiture of any properties or interests therein. (b) Such amendments may include provisions requiring all Partners to certify as to their (and their beneficial owners’) status as Eligible Holders upon demand and on a regular basis, as determined by the General Partner, and may require transferees of Units to so certify prior to being admitted to the Partnership as Partners (any such required certificate, an “Eligibility Certificate”). (c) Such amendments may provide that any Partner who fails to furnish to the General Partner within a reasonable period requested proof of its (and its owners’) status as an Eligible Holder or if upon receipt of such Eligibility Certificate or other requested information the General Partner determines that a Limited Partner (or its owner) is not an Eligible Holder (an “Ineligible Holder”), the Partnership Interests owned by such Limited Partner shall be subject to redemption in accordance with the provisions of Section 4.9. In addition, the General Partner shall be substituted and treated as the owner of all Partnership Interests owned by an Ineligible Holder. (d) The General Partner shall, in exercising voting rights in respect of Partnership Interests held by it on behalf of Ineligible Holders, cast such votes in the same manner and in the same ratios as the votes of Partners (including the General Partner and its Affiliates) in respect of Partnership Interests other than those of Ineligible Holders are cast. (e) Upon dissolution of the Partnership, an Ineligible Holder shall have no right to receive a distribution in kind pursuant to Section 12.4 but shall be entitled to the cash equivalent thereof, and the Partnership shall provide cash in exchange for an assignment of the Ineligible Holder’s share of any distribution in kind. Such payment and assignment shall be treated for purposes hereof as a purchase by the Partnership from the Ineligible Holder of the portion of his Partnership Interest representing his right to receive his share of such distribution in kind. (f) At any time after he can and does certify that he has become an Eligible Holder, an Ineligible Holder may, upon application to the General Partner, request that with respect to any Partnership Interests of such Ineligible Holder not redeemed pursuant to Section 4.9, such Ineligible Holder be admitted as a Partner, and upon approval of the General Partner, such Ineligible Holder shall be admitted as a Partner and shall no longer constitute an Ineligible Holder and the General Partner shall cease to be deemed to be the owner in respect of such Ineligible Holder’s Partnership Interests.

Eligibility Certificates; Ineligible Holders. (a) If at any time the General Partner determines, with the advice of counsel, that: (i) the Partnership’s status other than as an association taxable as a corporation for U.S. federal income tax purposes or the failure of the Partnership otherwise to be subject to an entity-level tax for U.S. federal, state or local income tax purposes, coupled with the tax status (or lack of proof of the U.S. federal income tax status) of one or more Limited Partners (Partners, has or type of Limited Partners) or their owners creates or is will reasonably likely to create have a substantial risk of an material adverse effect on the rates maximum applicable rate that can be charged to customers by any Group Member with respect to assets Subsidiaries of the Partnership that are subject to rate regulation by the Federal Energy Regulatory Commission or similar regulatory body FERC (a “Rate FERC Eligibility Trigger”); , or (ii) the nationalityany Group Member is subject to any federal, citizenship state or other related status (local law or lack of proof thereof) of one or more Limited Partners (or type of Limited Partners) or their owners creates or is reasonably likely to regulation that would create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest under any federalbased on the nationality, state citizenship or local law or regulation other related status of a Limited Partner (a “Citizenship Eligibility Trigger”); then, the General Partner may adopt such amendments to this Agreement as it determines to be necessary or appropriate advisable to (x) in the case of a Rate FERC Eligibility Trigger, obtain such proof of the U.S. federal income tax status of the Limited Partners and, to the extent relevant, their beneficial owners, as the General Partner determines to be necessary to establish those Limited Partners whose federal income tax status does not or appropriate to reduce the risk of occurrence of would not have a material adverse effect on the rates maximum applicable rate that can be charged to customers by any Group Member Subsidiaries of the Partnership that are subject to rate regulation by FERC or (y) in the case of a Citizenship Eligibility Trigger, obtain such proof of the nationality, citizenship or other related status (or, if the Limited Partner is a nominee holding for the account of another Person, the nationality, citizenship or other related status of such Person) of the Limited Partners and, to the extent relevant, their owners Partner as the General Partner determines to be necessary to establish and those Limited Partners whose status as a Limited Partner does not or appropriate would not subject any Group Member to eliminate or mitigate the a significant risk of cancellation or forfeiture of any of its properties or interests therein. (b) Such amendments may include provisions requiring all Limited Partners to certify as to their (and their beneficial owners’) status as Eligible Holders upon demand and on a regular basis, as determined by the General Partner, and may require transferees of Units to so certify prior to being admitted to the Partnership as Partners a Limited Partner (any such required certificate, an “Eligibility Certificate”). (c) Such amendments may provide that any Limited Partner who fails to furnish to the General Partner within a reasonable period requested proof of its (and its its’ beneficial owners’) status as an Eligible Holder or if upon receipt of such Eligibility Certificate or other requested information the General Partner determines that a Limited Partner (or its owner) is not an Eligible Holder (such a Limited Partner an “Ineligible Holder”), the Partnership Interests Limited Partners Interest owned by such Limited Partner shall be subject to redemption in accordance with the provisions of Section 4.94.10. In addition, the General Partner shall be substituted and treated for all Limited Partners that are Ineligible Holders as the owner Limited Partner in respect of all Partnership Interests owned by an the Ineligible Holder’s Limited Partner Interests. (d) The General Partner shall, in exercising voting rights in respect of Partnership Limited Partner Interests held by it on behalf of Ineligible Holders, cast such distribute the votes in the same manner and in the same ratios as the votes of Limited Partners (including the General Partner and its Affiliates) in respect of Partnership Limited Partner Interests other than those of Ineligible Holders are cast, either for, against or abstaining as to the matter. (e) Upon dissolution of the Partnership, an Ineligible Holder shall have no right to receive a distribution in kind pursuant to Section 12.4 but shall be entitled to the cash equivalent thereof, and the Partnership shall provide cash in exchange for an assignment of the Ineligible Holder’s share of any distribution in kind. Such payment and assignment shall be treated for Partnership purposes hereof as a purchase by the Partnership from the Ineligible Holder of the portion of his Partnership Limited Partner Interest (representing his right to receive his share of such distribution in kind). (f) At any time after he can and does certify that he has become an Eligible Holder, an Ineligible Holder may, upon application to the General Partner, request that with respect to any Partnership Limited Partner Interests of such Ineligible Holder not redeemed pursuant to Section 4.94.10, such Ineligible Holder be admitted as a Limited Partner, and upon approval of the General Partner, such Ineligible Holder shall be admitted as a Limited Partner and shall no longer constitute an Ineligible Holder and the General Partner shall cease to be deemed to be the owner Limited Partner in respect of such the Ineligible Holder’s Partnership Limited Partner Interests.

Eligibility Certificates; Ineligible Holders. (a) If at any time the General Partner determines, with the advice of counsel, that: (i) the Partnership’s status other than as an association taxable as a corporation for U.S. federal income tax purposes or the failure of the Partnership otherwise to be subject to an entity-level tax for U.S. federal, state or local income tax purposes, coupled with the tax status (or lack of proof of the U.S. federal income tax status) of one or more Limited Partners (Partners, has or type of Limited Partners) or their owners creates or is will reasonably likely to create have a substantial risk of an material adverse effect on the rates maximum applicable rate that can be charged to customers by any Group Member with respect to assets that are subject to regulation by Subsidiaries of the Federal Energy Regulatory Commission or similar regulatory body Partnership (a “Rate Eligibility Trigger”); or (ii) the nationalityany Group Member is subject to any federal, citizenship state or other related status (local law or lack of proof thereof) of one or more Limited Partners (or type of Limited Partners) or their owners creates or is reasonably likely to regulation that would create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest under any federalbased on the nationality, state citizenship or local law or regulation other related status of a Limited Partner (a “Citizenship Eligibility Trigger”); then, the General Partner may adopt such amendments to this Agreement as it determines to be necessary or appropriate advisable to (x) in the case of a Rate Eligibility Trigger, obtain such proof of the U.S. federal income tax status of the Limited Partners and, to the extent relevant, their beneficial owners, as the General Partner determines to be necessary or appropriate advisable to reduce the risk of occurrence of establish those Limited Partners whose federal income tax status does not or would not have a material adverse effect on the rates maximum applicable rate that can be charged to customers by any Group Member Subsidiaries of the Partnership or (y) in the case of a Citizenship Eligibility Trigger, obtain such proof of the nationality, citizenship or other related status (or, if the General Partner is a nominee holding for the account of another Person, the nationality, citizenship or other related status of such Person) of the Limited Partners and, to the extent relevant, their owners Partner as the General Partner determines to be necessary or appropriate advisable to eliminate establish those Limited Partners whose status as a Limited Partner does not or mitigate the would not subject any Group Member to a significant risk of cancellation or forfeiture of any of its properties or interests therein. (b) Such amendments may include provisions requiring all Limited Partners to certify as to their (and their beneficial owners’) status as Eligible Holders upon demand and on a regular basis, as determined by the General Partner, and may require transferees of Units to so certify prior to being admitted to the Partnership as Partners a Limited Partner (any such required certificate, an “Eligibility Certificate”). (c) Such amendments may provide that with respect to any Limited Partner (and its beneficial owners) who fails to furnish to the General Partner Partner, within a reasonable period requested proof of its (after a request, an Eligibility Certificate and its owners’) status as an Eligible Holder any other information, or if upon receipt of such Eligibility Certificate or other requested information the General Partner determines that a Limited Partner (or its owner) is not an Eligible Holder (such a Limited Partner an “Ineligible Holder”), the Partnership Limited Partner Interests owned by such Limited Partner shall be subject to redemption in accordance with the provisions of Section 4.94.10. In addition, the General Partner shall be substituted and treated for any Limited Partner that is an Ineligible Holder as the owner Limited Partner in respect of all Partnership Interests owned by an the Ineligible Holder’s Limited Partner Interests. (d) The General Partner shall, in exercising voting rights in respect of Partnership Limited Partner Interests held by it on behalf of Ineligible Holders, cast such distribute the votes in the same manner and in the same ratios as the votes of Limited Partners (including the General Partner and its Affiliates) in respect of Partnership Limited Partner Interests other than those of Ineligible Holders are cast, either for, against or abstaining as to the matter. (e) Upon dissolution of the Partnership, an Ineligible Holder shall have no right to receive a distribution in kind pursuant to Section 12.4 but shall be entitled to the cash equivalent thereof, and the Partnership shall provide cash in exchange for an assignment of the Ineligible Holder’s share of any distribution in kind. Such payment and assignment shall be treated for Partnership purposes hereof as a purchase by the Partnership from the Ineligible Holder of its Limited Partner Interest (representing the portion of his Partnership Interest representing his right to receive his its share of such distribution in kind). (f) At any time after he a holder can and does certify that he it has become an Eligible Holder, an Ineligible Holder may, upon application to the General Partner, request that with respect to any Partnership Limited Partner Interests of such Ineligible Holder not redeemed pursuant to Section 4.94.10, such Ineligible Holder be admitted as a Partner, and upon approval of the General Partner, such Ineligible Holder shall be admitted as a Partner and shall no longer constitute an Ineligible Holder and the General Partner shall cease to be deemed to be the owner Limited Partner in respect of such Ineligible Holder’s Partnership Limited Partner Interests.

Eligibility Certificates; Ineligible Holders. (a) If at any time the General Partner determines, with the advice of counsel, that: (i) the U.S. federal income tax status (or lack of proof of the U.S. federal income tax status) of one or more Limited Partners (or type of Limited Partners) or their owners creates has or is reasonably likely to create have a substantial risk of an material adverse effect on the rates that can be charged to customers by any Group Member with respect to assets that are subject to regulation by the Federal Energy Regulatory Commission or similar regulatory body (a “Rate Eligibility Trigger”); or (ii) the nationalityany Group Member is subject to any federal, citizenship state or other related status (local law or lack of proof thereof) of one or more Limited Partners (or type of Limited Partners) or their owners creates or is reasonably likely to regulation that would create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest under any federalbased on the nationality, state citizenship or local law other related status of a Limited Partner or regulation its owner(s) (a “Citizenship Eligibility Trigger”); then, the General Partner may adopt such amendments to this Agreement as it determines to be necessary or appropriate to (x) in the case of a Rate Eligibility Trigger, obtain such proof of the U.S. federal income tax status of the Limited Partners and, to the extent relevant, their owners, as the General Partner determines to be necessary or appropriate to reduce the risk of occurrence of a material adverse effect on the rates that can be charged to customers by any Group Member or (y) in the case of a Citizenship Eligibility Trigger, obtain such proof of the nationality, citizenship or other related status of the Limited Partners and, to the extent relevant, their owners as the General Partner determines to be necessary or appropriate to eliminate or mitigate the risk of cancellation or forfeiture of any properties or interests therein. (b) Such amendments may include provisions requiring all Partners to certify as to their (and their owners’) status as Eligible Holders upon demand and on a regular basis, as determined by the General Partner, and may require transferees of Units to so certify prior to being admitted to the Partnership as Partners (any such required certificate, an “Eligibility Certificate”). (c) Such amendments may provide that any Partner who fails to furnish to the General Partner within a reasonable period requested proof of its (and its owners’) status as an Eligible Holder or if upon receipt of such Eligibility Certificate or other requested information the General Partner determines that a Limited Partner (or its owner) is not an Eligible Holder (an “Ineligible Holder”), the Partnership Interests owned by such Limited Partner shall be subject to redemption in accordance with the provisions of Section 4.9. In addition, the General Partner shall be substituted and treated as the owner of all Partnership Interests owned by an Ineligible Holder. (d) The General Partner shall, in exercising voting rights in respect of Partnership Interests held by it on behalf of Ineligible Holders, cast such votes in the same manner and in the same ratios as the votes of Partners (including the General Partner and its Affiliates) in respect of Partnership Interests other than those of Ineligible Holders are cast. (e) Upon dissolution of the Partnership, an Ineligible Holder shall have no right to receive a distribution in kind pursuant to Section 12.4 but shall be entitled to the cash equivalent thereof, and the Partnership shall provide cash in exchange for an assignment of the Ineligible Holder’s share of any distribution in kind. Such payment and assignment shall be treated for purposes hereof as a purchase by the Partnership from the Ineligible Holder of the portion of his Partnership Interest representing his right to receive his share of such distribution in kind. (f) At any time after he can and does certify that he has become an Eligible Holder, an Ineligible Holder may, upon application to the General Partner, request that with respect to any Partnership Interests of such Ineligible Holder not redeemed pursuant to Section 4.9, such Ineligible Holder be admitted as a Partner, and upon approval of the General Partner, such Ineligible Holder shall be admitted as a Partner and shall no longer constitute an Ineligible Holder and the General Partner shall cease to be deemed to be the owner in respect of such Ineligible Holder’s Partnership Interests.

Eligibility Certificates; Ineligible Holders. (a) If at any time the General Partner determines, with the advice of counsel, that: (i) the U.S. federal income tax status (or lack of proof of the U.S. federal income tax status) of one or more Limited Partners (or type of Limited Partners) or their owners creates has or is reasonably likely to create have a substantial risk of an material adverse effect on the rates that can be charged to customers by any Group Member with respect to assets that are subject to regulation by the Federal Energy Regulatory Commission or similar regulatory body (a “Rate Eligibility Trigger”); or (ii) the nationalityany Group Member is subject to any federal, citizenship state or other related status (local law or lack of proof thereof) of one or more Limited Partners (or type of Limited Partners) or their owners creates or is reasonably likely to regulation that would create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest under any federalbased on the nationality, state citizenship or local law other related status of a Limited Partner or regulation its owner(s) (a “Citizenship Eligibility Trigger”); then, the General Partner may adopt such amendments to this Agreement as it determines to be necessary or appropriate to (x) in the case of a Rate Eligibility Trigger, obtain such proof of the U.S. federal income tax status of the Limited Partners and, to the extent relevant, their owners, as the General Partner determines to be necessary or appropriate to reduce the risk of occurrence of a material adverse effect on the rates that can be charged to customers by any Group Member or (y) in the case of a Citizenship Eligibility Trigger, obtain such proof of the nationality, citizenship or other related status of the Limited Partners and, to the extent relevant, their owners as the General Partner determines to be necessary or appropriate to eliminate or mitigate the risk of cancellation or forfeiture of any properties or interests therein. (b) Such amendments may include provisions requiring all Partners to certify as to their (and their owners’) status as Eligible Holders upon demand and on a regular basis, as determined by the General Partner, and may require transferees of Units to so certify prior to being admitted to the Partnership as Partners (any such required certificate, an “Eligibility Certificate”).. ARC LOGISTICS PARTNERS LP FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (c) Such amendments may provide that any Partner who fails to furnish to the General Partner within a reasonable period requested proof of its (and its owners’) status as an Eligible Holder or if upon receipt of such Eligibility Certificate or other requested information the General Partner determines that a Limited Partner (or its owner) is not an Eligible Holder (an “Ineligible Holder”), the Partnership Interests owned by such Limited Partner shall be subject to redemption in accordance with the provisions of Section 4.9. In addition, the General Partner shall be substituted and treated as the owner of all Partnership Interests owned by an Ineligible Holder. (d) The General Partner shall, in exercising voting rights in respect of Partnership Interests held by it on behalf of Ineligible Holders, cast such votes in the same manner and in the same ratios as the votes of Partners (including the General Partner and its Affiliates) in respect of Partnership Interests other than those of Ineligible Holders are cast. (e) Upon dissolution of the Partnership, an Ineligible Holder shall have no right to receive a distribution in kind pursuant to Section 12.4 but shall be entitled to the cash equivalent thereof, and the Partnership shall provide cash in exchange for an assignment of the Ineligible Holder’s share of any distribution in kind. Such payment and assignment shall be treated for purposes hereof as a purchase by the Partnership from the Ineligible Holder of the portion of his Partnership Interest representing his right to receive his share of such distribution in kind. (f) At any time after he can and does certify that he has become an Eligible Holder, an Ineligible Holder may, upon application to the General Partner, request that with respect to any Partnership Interests of such Ineligible Holder not redeemed pursuant to Section 4.9, such Ineligible Holder be admitted as a Partner, and upon approval of the General Partner, such Ineligible Holder shall be admitted as a Partner and shall no longer constitute an Ineligible Holder and the General Partner shall cease to be deemed to be the owner in respect of such Ineligible Holder’s Partnership Interests.

Eligibility Certificates; Ineligible Holders. (a) If at any time the General Partner determines, with the advice of counsel, that: (i) the U.S. federal income tax status (or lack of proof of the U.S. federal income tax status) of one or more Limited Partners (or type of Limited Partners) or their owners creates or is reasonably likely to create a substantial risk of an adverse effect on the rates that can be charged to customers by any Group Member with respect to assets that are subject to regulation by the Federal Energy Regulatory Commission or similar regulatory body (a “Rate Eligibility Trigger”); or (ii) the nationality, citizenship or other related status (or lack of proof thereof) of one or more Limited Partners (or type of Limited Partners) or their owners creates or is reasonably likely to create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest under any federal, state or local law or regulation (a “Citizenship Eligibility Trigger”); AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP then, the General Partner may adopt such amendments to this Agreement as it determines to be necessary or appropriate to (x) in the case of a Rate Eligibility Trigger, obtain such proof of the U.S. federal income tax status of the Limited Partners and, to the extent relevant, their owners, as the General Partner determines to be necessary or appropriate to reduce the risk of occurrence of a material adverse effect on the rates that can be charged to customers by any Group Member or (y) in the case of a Citizenship Eligibility Trigger, obtain such proof of the nationality, citizenship or other related status of the Limited Partners and, to the extent relevant, their owners as the General Partner determines to be necessary or appropriate to eliminate or mitigate the risk of cancellation or forfeiture of any properties or interests therein. (b) Such amendments may include provisions requiring all Partners to certify as to their (and their owners’) status as Eligible Holders upon demand and on a regular basis, as determined by the General Partner, and may require transferees of Units to so certify prior to being admitted to the Partnership as Partners (any such required certificate, an “Eligibility Certificate”). (c) Such amendments may provide that any Partner who fails to furnish to the General Partner within a reasonable period requested proof of its (and its owners’) status as an Eligible Holder or if upon receipt of such Eligibility Certificate or other requested information the General Partner determines that a Limited Partner (or its owner) is not an Eligible Holder (an “Ineligible Holder”), the Partnership Interests owned by such Limited Partner shall be subject to redemption in accordance with the provisions of Section 4.9. In addition, the General Partner shall be substituted and treated as the owner of all Partnership Interests owned by an Ineligible Holder. (d) The General Partner shall, in exercising voting rights in respect of Partnership Interests held by it on behalf of Ineligible Holders, cast such votes in the same manner and in the same ratios as the votes of Partners (including the General Partner and its Affiliates) in respect of Partnership Interests other than those of Ineligible Holders are cast. (e) Upon dissolution of the Partnership, an Ineligible Holder shall have no right to receive a distribution in kind pursuant to Section 12.4 but shall be entitled to the cash equivalent thereof, and the Partnership shall provide cash in exchange for an assignment of the Ineligible Holder’s share of any distribution in kind. Such payment and assignment shall be treated for purposes hereof as a purchase by the Partnership from the Ineligible Holder of the portion of his Partnership Interest representing his right to receive his share of such distribution in kind. (f) At any time after he can and does certify that he has become an Eligible Holder, an Ineligible Holder may, upon application to the General Partner, request that with respect to any Partnership Interests of such Ineligible Holder not redeemed pursuant to Section 4.9, such Ineligible Holder be admitted as a Partner, and upon approval of the General Partner, such Ineligible Holder shall be admitted as a Partner and shall no longer constitute an Ineligible Holder and the General Partner shall cease to be deemed to be the owner in respect of such Ineligible Holder’s Partnership Interests.. AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

Eligibility Certificates; Ineligible Holders. (a) If at any time the General Partner determines, with the advice of counsel, that: (i) the U.S. federal income tax status (or lack of proof of the U.S. federal income tax status) of one or more Limited Partners (or type of Limited Partners) or their beneficial owners creates has or is reasonably likely to create have a substantial risk of an material adverse effect on the rates that can be charged to customers by any Group Member with respect to assets that are subject to regulation by the Federal Energy Regulatory Commission or similar regulatory body (a “Rate Eligibility Trigger”); or (ii) the nationalityany Group Member is subject to any federal, citizenship state or other related status (local law or lack of proof thereof) of one or more Limited Partners (or type of Limited Partners) or their owners creates or is reasonably likely to regulation that would create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest under any federalbased on the nationality, state citizenship or local law or regulation other related status of a Limited Partner (a “Citizenship Eligibility Trigger”); then, the General Partner may adopt such amendments to this Agreement as it determines to be necessary or appropriate to (x) in the case of a Rate Eligibility Trigger, obtain such proof of the U.S. federal income tax status of the Limited Partners and, to the extent relevant, their beneficial owners, as the General Partner determines to be necessary or appropriate to reduce the risk of the occurrence of a material adverse effect on the rates that can be charged to customers by any Group Member or (y) in the case of a Citizenship Eligibility Trigger, obtain such proof of the nationality, citizenship or other related status of the Limited Partners Partner and, to the extent relevant, their beneficial owners as the General Partner determines to be necessary or appropriate to eliminate or mitigate the a significant risk of cancellation or forfeiture of any properties or interests thereintherein of a Group Member. (b) Such amendments may include provisions requiring all Partners to certify as to their (and their beneficial owners’) status as Eligible Holders upon demand and on a regular basis, as determined by the General Partner, and may require transferees of Units to so certify prior to being admitted to the Partnership as Partners a Partner (any such required certificate, an “Eligibility Certificate”). (c) Such amendments may provide that any Partner who fails to furnish to the General Partner within a reasonable period requested proof of its (and its beneficial owners’) status as an Eligible Holder or if upon receipt of such Eligibility Certificate or other requested information the General Partner determines that a Limited Partner (or its beneficial owner) is not an Eligible Holder (an “Ineligible Holder”), the Partnership Interests owned by such Limited Partner shall be subject to redemption in accordance with the provisions of Section 4.9. In addition, the General Partner shall be substituted and treated as the owner of all Partnership Interests owned by an Ineligible Holder. (d) The General Partner shall, in exercising voting rights in respect of Partnership Interests held by it on behalf of Ineligible Holders, cast such votes in the same manner and in the same ratios as the votes of Partners (including the General Partner and its Affiliates) in respect of Partnership Interests other than those of Ineligible Holders are cast.. WESTERN REFINING LOGISTICS, LP SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP 34 (e) Upon dissolution of the Partnership, an Ineligible Holder shall have no right to receive a distribution in kind pursuant to Section 12.4 but shall be entitled to the cash equivalent thereof, and the Partnership shall provide cash in exchange for an assignment of the Ineligible Holder’s share of any distribution in kind. Such payment and assignment shall be treated for purposes hereof as a purchase by the Partnership from the Ineligible Holder of the portion of his Partnership Interest representing his right to receive his share of such distribution in kind. (f) At any time after he can and does certify that he has become an Eligible Holder, an Ineligible Holder may, upon application to the General Partner, request that with respect to any Partnership Interests of such Ineligible Holder not redeemed pursuant to Section 4.9, such Ineligible Holder be admitted as a Partner, and upon approval of the General Partner, such Ineligible Holder shall be admitted as a Partner and shall no longer constitute an Ineligible Holder and the General Partner shall cease to be deemed to be the owner in respect of such Ineligible Holder’s Partnership Interests.

Eligibility Certificates; Ineligible Holders. (a) If at any time the General Partner determines, with the advice of counsel, that: (i) the U.S. federal income tax status (or lack of proof of the U.S. federal income tax status) of one or more Limited Partners (or type of Limited Partners) or their beneficial owners creates has, or is reasonably likely to create have, a substantial risk of an material adverse effect on the rates that can be charged to customers by any Group Member with respect to assets that are subject to regulation by the Federal Energy Regulatory Commission or similar regulatory body (a “Rate Eligibility Trigger”); or (ii) the nationalityany Group Member is subject to any federal, citizenship state or other related status (local law or lack of proof thereof) of one or more Limited Partners (or type of Limited Partners) or their owners creates or is reasonably likely to regulation that would create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest under any federalbased on the nationality, state citizenship or local law or regulation other related status of a Limited Partner (a “Citizenship Eligibility Trigger”); then, the General Partner may adopt such amendments to this Agreement as it determines to be necessary or appropriate to (x) in the case of a Rate Eligibility Trigger, obtain such proof of the U.S. federal income tax status of the Limited Partners and, to the extent relevant, their beneficial owners, as the General Partner determines to be necessary or appropriate to reduce the risk of the occurrence of a material adverse effect on the rates that can be charged to customers by any Group Member or (y) in the case of a Citizenship Eligibility Trigger, obtain such proof of the nationality, citizenship or other related status of the Limited Partners Partner and, to the extent relevant, their beneficial owners as the General Partner determines to be necessary or appropriate to eliminate or mitigate the a significant risk of cancellation or forfeiture of any properties or interests thereintherein of a Group Member. (b) Such amendments may include provisions requiring all Partners to certify as to their (and their beneficial owners’) status as Eligible Holders upon demand and on a regular basis, as determined by the General Partner, and may require transferees of Units to so certify prior to being admitted to the Partnership as Partners a Partner (any such required certificate, an “Eligibility Certificate”). (c) Such amendments may provide that any Partner who fails to furnish to the General Partner within a reasonable period requested proof of its (and its beneficial owners’) ALON USA PARTNERS, LP FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP status as an Eligible Holder or if upon receipt of such Eligibility Certificate or other requested information the General Partner determines that a Limited Partner (or its beneficial owner) is not an Eligible Holder (an “Ineligible Holder”), the Partnership Interests owned by such Limited Partner shall be subject to redemption in accordance with the provisions of Section 4.9. In addition, the General Partner shall be substituted and treated as the owner of all Partnership Interests owned by an Ineligible Holder. (d) The General Partner shall, in exercising voting rights in respect of Partnership Interests held by it on behalf of Ineligible Holders, cast such votes in the same manner and in the same ratios as the votes of Partners (including the General Partner and its Affiliates) in respect of Partnership Interests other than those of Ineligible Holders are cast. (e) Upon dissolution of the Partnership, an Ineligible Holder shall have no right to receive a distribution in kind pursuant to Section 12.4 but shall be entitled to the cash equivalent thereof, and the Partnership shall provide cash in exchange for an assignment of the Ineligible Holder’s share of any distribution in kind. Such payment and assignment shall be treated for purposes hereof as a purchase by the Partnership from the Ineligible Holder of the portion of his Partnership Interest representing his right to receive his share of such distribution in kind. (f) At any time after he can and does certify that he has become an Eligible Holder, an Ineligible Holder may, upon application to the General Partner, request that with respect to any Partnership Interests of such Ineligible Holder not redeemed pursuant to Section 4.9, such Ineligible Holder be admitted as a Partner, and upon approval of the General Partner, such Ineligible Holder shall be admitted as a Partner and shall no longer constitute an Ineligible Holder and the General Partner shall cease to be deemed to be the owner in respect of such Ineligible Holder’s Partnership Interests.

Eligibility Certificates; Ineligible Holders. (a) If at any time the General Partner determines, with the advice of counsel, that: (i) the U.S. federal income tax status (or lack of proof of the U.S. federal income tax status) of one or more Limited Partners (or type of Limited Partners) or their owners creates or is reasonably likely to create a substantial risk of an adverse effect on the rates that can be charged to customers by any Group Member with respect to assets that are subject to regulation by the Federal Energy Regulatory Commission or similar regulatory body (a “Rate Eligibility Trigger”); or (ii) the nationality, citizenship or other related status (or lack of proof thereof) of one or more Limited Partners (or type of Limited Partners) or their owners creates or is reasonably likely to create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest under any federal, state or local law or regulation (a “Citizenship Eligibility Trigger”); then, the General Partner may adopt such amendments to this Agreement as it determines to be necessary or appropriate to (x) in the case of a Rate Eligibility Trigger, obtain such proof of the U.S. federal income tax status of the Limited Partners and, to the extent relevant, their owners, as the General Partner determines to be necessary or appropriate to reduce the risk of occurrence of a material adverse effect on the rates that can be charged to customers by any Group Member or (y) in the case of a Citizenship Eligibility Trigger, obtain such proof of the nationality, citizenship or other related status of the Limited Partners and, to the extent relevant, their owners as the General Partner determines to be necessary or appropriate to eliminate or mitigate the risk of cancellation or forfeiture of any properties or interests therein.. Enviva Partners, LP Second Amended and Restated Agreement of Limited Partnership 21 (b) Such amendments may include provisions requiring all Partners to certify as to their (and their owners’) status as Eligible Holders upon demand and on a regular basis, as determined by the General Partner, and may require transferees of Units to so certify prior to being admitted to the Partnership as Partners (any such required certificate, an “Eligibility Certificate”). (c) Such amendments may provide that any Partner who fails to furnish to the General Partner within a reasonable period requested proof of its (and its owners’) status as an Eligible Holder or if upon receipt of such Eligibility Certificate or other requested information the General Partner determines that a Limited Partner (or its owner) is not an Eligible Holder (an “Ineligible Holder”), the Partnership Interests owned by such Limited Partner shall be subject to redemption in accordance with the provisions of Section 4.9. In addition, the General Partner shall be substituted and treated as the owner of all Partnership Interests owned by an Ineligible Holder. (d) The General Partner shall, in exercising voting rights in respect of Partnership Interests held by it on behalf of Ineligible Holders, cast such votes in the same manner and in the same ratios as the votes of Partners (including the General Partner and its Affiliates) in respect of Partnership Interests other than those of Ineligible Holders are cast. (e) Upon dissolution of the Partnership, an Ineligible Holder shall have no right to receive a distribution in kind pursuant to Section 12.4 but shall be entitled to the cash equivalent thereof, and the Partnership shall provide cash in exchange for an assignment of the Ineligible Holder’s share of any distribution in kind. Such payment and assignment shall be treated for purposes hereof as a purchase by the Partnership from the Ineligible Holder of the portion of his Partnership Interest representing his right to receive his share of such distribution in kind. (f) At any time after he can and does certify that he has become an Eligible Holder, an Ineligible Holder may, upon application to the General Partner, request that with respect to any Partnership Interests of such Ineligible Holder not redeemed pursuant to Section 4.9, such Ineligible Holder be admitted as a Partner, and upon approval of the General Partner, such Ineligible Holder shall be admitted as a Partner and shall no longer constitute an Ineligible Holder and the General Partner shall cease to be deemed to be the owner in respect of such Ineligible Holder’s Partnership Interests.

Eligibility Certificates; Ineligible Holders. (a) If at any time the General Partner determines, with the advice of counsel, that: (i) the The U.S. federal income tax status (or lack of proof of the U.S. federal income tax status) of one or more Limited Partners (or type of Limited Partners) or their beneficial owners creates has or is reasonably likely to create have a substantial risk of an material adverse effect on the rates that can be charged to customers by any Group Member with respect to assets that are subject to regulation by the Federal Energy Regulatory Commission or similar regulatory body (a “Rate Eligibility Trigger”); or (ii) the nationalityany Group Member is subject to any federal, citizenship state or other related status (local law or lack of proof thereof) of one or more Limited Partners (or type of Limited Partners) or their owners creates or is reasonably likely to regulation that would create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest under any federalbased on the nationality, state citizenship or local law or regulation other related status of a Limited Partner (a “Citizenship Eligibility Trigger”); PBF LOGISTICS LP FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP then, the General Partner may adopt such amendments to this Agreement as it determines to be necessary or appropriate to (x) in the case of a Rate Eligibility Trigger, obtain such proof of the U.S. federal income tax status of the Limited Partners and, to the extent relevant, their beneficial owners, as the General Partner determines to be necessary or appropriate to reduce the risk of the occurrence of a material adverse effect on the rates that can be charged to customers by any Group Member or (y) in the case of a Citizenship Eligibility Trigger, obtain such proof of the nationality, citizenship or other related status of the Limited Partners andPartner, and to the extent relevant, their beneficial owners as the General Partner determines to be necessary or appropriate to eliminate or mitigate the a significant risk of cancellation or forfeiture of any properties or interests thereintherein of a Group Member. (b) Such amendments may include provisions requiring all Limited Partners to certify as to their (and their beneficial owners’) status as Eligible Holders upon demand and on a regular basis, as determined by the General Partner, and may require transferees of Units to so certify prior to being admitted to the Partnership as Partners a Limited Partner (any such required certificate, an “Eligibility Certificate”). (c) Such amendments may provide that any Partner who fails to furnish to the General Partner within a reasonable period requested proof of its (and its beneficial owners’) status as an Eligible Holder or if upon receipt of such Eligibility Certificate or other requested information the General Partner determines that a Limited Partner (or its beneficial owner) is not an Eligible Holder (an “Ineligible Holder”), the Partnership Limited Partner Interests owned by such Limited Partner shall be subject to redemption in accordance with the provisions of Section 4.9. In addition, the General Partner shall be substituted and treated as the owner of all Partnership Limited Partner Interests owned by an Ineligible HolderHolder and the Limited Partner with respect thereto. (d) The General Partner shall, in exercising voting rights in respect of Partnership Limited Partner Interests held by it on behalf of Ineligible Holders, cast such votes in the same manner and in the same ratios as the votes of Limited Partners (including the General Partner and its Affiliates) in respect of Partnership Limited Partner Interests other than those of Ineligible Holders are cast. (e) Upon dissolution of the Partnership, an Ineligible Holder shall have no right to receive a distribution in kind pursuant to Section 12.4 but shall be entitled to the cash equivalent thereof, and the Partnership shall provide cash in exchange for an assignment of the Ineligible Holder’s share of any distribution in kind. Such payment and assignment shall be treated for purposes hereof as a purchase by the Partnership from the Ineligible Holder of the portion of his Partnership Limited Partner Interest representing his right to receive his share of such distribution in kind. (f) At any time after he can and does certify that he has become an Eligible Holder, an Ineligible Holder may, upon application to the General Partner, request that with respect to any Partnership Limited Partner Interests of such Ineligible Holder not redeemed pursuant to Section 4.9, such Ineligible Holder be admitted as a Limited Partner, and upon approval of the General Partner, such Ineligible Holder shall be admitted as a Partner and shall no longer constitute an Ineligible Holder and the General Partner shall cease to be deemed to be the owner and Limited Partner in respect of such Ineligible Holder’s Partnership Limited Partner Interests.. PBF LOGISTICS LP FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

Eligibility Certificates; Ineligible Holders. (a) If at any time the General Partner determines, with the advice of counsel, that: (i) the U.S. federal income tax status (or lack of proof of the U.S. federal income tax status) of one or more Limited Partners (or type of Limited Partners) or their beneficial owners creates has or is reasonably likely to create have a substantial risk of an material adverse effect on the rates that can be charged to customers by any Group Member with respect to assets that are subject to regulation by the Federal Energy Regulatory Commission or similar regulatory body (a “Rate Eligibility Trigger”); or (ii) the nationalityany Group Member is subject to any federal, citizenship state or other related status (local law or lack of proof thereof) of one or more Limited Partners (or type of Limited Partners) or their owners creates or is reasonably likely to regulation that would create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest under any federalbased on the nationality, state citizenship or local law or regulation other related status of a Limited Partner (a “Citizenship Eligibility Trigger”); WESTERN REFINING LOGISTICS, LP FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP then, the General Partner may adopt such amendments to this Agreement as it determines to be necessary or appropriate to (x) in the case of a Rate Eligibility Trigger, obtain such proof of the U.S. federal income tax status of the Limited Partners and, to the extent relevant, their beneficial owners, as the General Partner determines to be necessary or appropriate to reduce the risk of the occurrence of a material adverse effect on the rates that can be charged to customers by any Group Member or (y) in the case of a Citizenship Eligibility Trigger, obtain such proof of the nationality, citizenship or other related status of the Limited Partners Partner and, to the extent relevant, their beneficial owners as the General Partner determines to be necessary or appropriate to eliminate or mitigate the a significant risk of cancellation or forfeiture of any properties or interests thereintherein of a Group Member. (b) Such amendments may include provisions requiring all Partners to certify as to their (and their beneficial owners’) status as Eligible Holders upon demand and on a regular basis, as determined by the General Partner, and may require transferees of Units to so certify prior to being admitted to the Partnership as Partners a Partner (any such required certificate, an “Eligibility Certificate”). (c) Such amendments may provide that any Partner who fails to furnish to the General Partner within a reasonable period requested proof of its (and its beneficial owners’) status as an Eligible Holder or if upon receipt of such Eligibility Certificate or other requested information the General Partner determines that a Limited Partner (or its beneficial owner) is not an Eligible Holder (an “Ineligible Holder”), the Partnership Interests owned by such Limited Partner shall be subject to redemption in accordance with the provisions of Section 4.9. In addition, the General Partner shall be substituted and treated as the owner of all Partnership Interests owned by an Ineligible Holder. (d) The General Partner shall, in exercising voting rights in respect of Partnership Interests held by it on behalf of Ineligible Holders, cast such votes in the same manner and in the same ratios as the votes of Partners (including the General Partner and its Affiliates) in respect of Partnership Interests other than those of Ineligible Holders are cast. (e) Upon dissolution of the Partnership, an Ineligible Holder shall have no right to receive a distribution in kind pursuant to Section 12.4 but shall be entitled to the cash equivalent thereof, and the Partnership shall provide cash in exchange for an assignment of the Ineligible Holder’s share of any distribution in kind. Such payment and assignment shall be treated for purposes hereof as a purchase by the Partnership from the Ineligible Holder of the portion of his Partnership Interest representing his right to receive his share of such distribution in kind. (f) At any time after he can and does certify that he has become an Eligible Holder, an Ineligible Holder may, upon application to the General Partner, request that with respect to any Partnership Interests of such Ineligible Holder not redeemed pursuant to Section 4.9, such Ineligible Holder be admitted as a Partner, and upon approval of the General Partner, such Ineligible Holder shall be admitted as a Partner and shall no longer constitute an Ineligible Holder and the General Partner shall cease to be deemed to be the owner in respect of such Ineligible Holder’s Partnership Interests.. WESTERN REFINING LOGISTICS, LP FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

Eligibility Certificates; Ineligible Holders. (a) If at any time the General Partner determines, with the advice of counsel, that: (i) the Partnership’s status other than as an association taxable as a corporation for U.S. federal income tax purposes or the failure of the Partnership otherwise to be subject to an entity-level tax for U.S. federal, state or local income tax purposes, coupled with the tax status (or lack of proof of the U.S. federal income tax status) of one or more Limited Partners (Partners, has or type of Limited Partners) or their owners creates or is will reasonably likely to create have a substantial risk of an material adverse effect on the rates maximum applicable rate that can be charged to customers by any Group Member with respect to assets that are subject to regulation by Subsidiaries of the Federal Energy Regulatory Commission or similar regulatory body Partnership (a ““ Rate Eligibility TriggerTrigger ”); or (ii) the nationalityany Group Member is subject to any federal, citizenship state or other related status (local law or lack of proof thereof) of one or more Limited Partners (or type of Limited Partners) or their owners creates or is reasonably likely to regulation that would create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest under any federalbased on the nationality, state citizenship or local law or regulation other related status of a Limited Partner (a ““ Citizenship Eligibility TriggerTrigger ”); then, the General Partner may adopt such amendments to this Agreement as it determines to be necessary or appropriate advisable to (x) in the case of a Rate Eligibility Trigger, obtain such proof of the U.S. federal income tax status of the Limited Partners and, to the extent relevant, their beneficial owners, as the General Partner determines to be necessary or appropriate advisable to reduce the risk of occurrence of establish those Limited Partners whose federal income tax status does not or would not have a material adverse effect on the rates maximum applicable rate that can be charged to customers by any Group Member Subsidiaries of the Partnership or (y) in the case of a Citizenship Eligibility Trigger, obtain such proof of the nationality, citizenship or other related status (or, if the General Partner is a nominee holding for the account of another Person, the nationality, citizenship or other related status of such Person) of the Limited Partners and, to the extent relevant, their owners Partner as the General Partner determines to be necessary or appropriate advisable to eliminate establish and those Limited Partners whose status as a Limited Partner does not or mitigate the would not subject any Group Member to a significant risk of cancellation or forfeiture of any of its properties or interests therein. (b) Such amendments may include provisions requiring all Limited Partners to certify as to their (and their beneficial owners’) status as Eligible Holders upon demand and on a regular basis, as determined by the General Partner, and may require transferees of Units to so certify prior to being admitted to the Partnership as Partners a Limited Partner (any such required certificate, an ““ Eligibility CertificateCertificate ”). (c) Such amendments may provide that with respect to any Limited Partner (and its beneficial owners) who fails to furnish to the General Partner within a reasonable period requested proof of its (an Eligibility Certificate and its owners’) status as an Eligible Holder any other information, or if upon receipt of such Eligibility Certificate or other requested information the General Partner determines that a Limited Partner (or its owner) is not an Eligible Holder (such a Limited Partner an ““ Ineligible HolderHolder ”), the Partnership Limited Partner Interests owned by such Limited Partner shall be subject to redemption in accordance with the provisions of Section 4.94.10. In addition, the General Partner shall be substituted and treated for any Limited Partner that is an Ineligible Holder as the owner Limited Partner in respect of all Partnership Interests owned by an the Ineligible Holder’s Limited Partner Interests. (d) The General Partner shall, in exercising voting rights in respect of Partnership Limited Partner Interests held by it on behalf of Ineligible Holders, cast such distribute the votes in the same manner and in the same ratios as the votes of Limited Partners (including the General Partner and its Affiliates) in respect of Partnership Limited Partner Interests other than those of Ineligible Holders are cast, either for, against or abstaining as to the matter. (e) Upon dissolution of the Partnership, an Ineligible Holder shall have no right to receive a distribution in kind pursuant to Section 12.4 but shall be entitled to the cash equivalent thereof, and the Partnership shall provide cash in exchange for an assignment of the Ineligible Holder’s share of any distribution in kind. Such payment and assignment shall be treated for Partnership purposes hereof as a purchase by the Partnership from the Ineligible Holder of its Limited Partner Interest (representing the portion of his Partnership Interest representing his right to receive his its share of such distribution in kind). (f) At any time after he a holder can and does certify that he it has become an Eligible Holder, an Ineligible Holder may, upon application to the General Partner, request that with respect to any Partnership Limited Partner Interests of such Ineligible Holder not redeemed pursuant to Section 4.94.10, such Ineligible Holder be admitted as a Partner, and upon approval of the General Partner, such Ineligible Holder shall be admitted as a Partner and shall no longer constitute an Ineligible Holder and the General Partner shall cease to be deemed to be the owner Limited Partner in respect of such Ineligible Holder’s Partnership Limited Partner Interests.

Eligibility Certificates; Ineligible Holders. (a) If at any time the General Partner determines, with the advice of counsel, that: (i) the Partnership’s status other than as an association taxable as a corporation for U.S. federal income tax purposes or the failure of the Partnership otherwise to be subject to an entity-level tax for U.S. federal, state or local income tax purposes, coupled with the tax status (or lack of proof of the U.S. federal income tax status) of one or more Limited Partners (Partners, has or type of Limited Partners) or their owners creates or is will reasonably likely to create have a substantial risk of an material adverse effect on the rates maximum applicable rate that can be charged to customers by any Group Member with respect to assets that are subject to regulation by Subsidiaries of the Federal Energy Regulatory Commission or similar regulatory body Partnership (a “Rate Eligibility Trigger”); or (ii) the nationalityany Group Member is subject to any federal, citizenship state or other related status (local law or lack of proof thereof) of one or more Limited Partners (or type of Limited Partners) or their owners creates or is reasonably likely to regulation that would create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest under any federalbased on the nationality, state citizenship or local law or regulation other related status of a Limited Partner (a “Citizenship Eligibility Trigger”); then, the General Partner may adopt such amendments to this Agreement as it determines to be necessary or appropriate advisable to (x) in the case of a Rate Eligibility Trigger, obtain such proof of the U.S. federal income tax status of the Limited Partners and, to the extent relevant, their beneficial owners, as the General Partner determines to be necessary or appropriate advisable to reduce the risk of occurrence of establish those Limited Partners whose federal income tax status does not or would not have a material adverse effect on the rates maximum applicable rate that can be charged to customers by any Group Member Subsidiaries of the Partnership or (y) in the case of a Citizenship Eligibility Trigger, obtain such proof of the nationality, citizenship or other related status (or, if the General Partner is a nominee holding for the account of another Person, the nationality, citizenship or other related status of such Person) of the Limited Partners and, to the extent relevant, their owners Partner as the General Partner determines to be necessary or appropriate advisable to eliminate establish and those Limited Partners whose status as a Limited Partner does not or mitigate the would not subject any Group Member to a significant risk of cancellation or forfeiture of any of its properties or interests therein. (b) Such amendments may include provisions requiring all Limited Partners to certify as to their (and their beneficial owners’) status as Eligible Holders upon demand and on a regular basis, as determined by the General Partner, and may require transferees of Units to so certify prior to being admitted to the Partnership as Partners a Limited Partner (any such required certificate, an “Eligibility Certificate”). (c) Such amendments may provide that with respect to any Limited Partner (other than a Preferred Holder) (and its beneficial owners) who fails to furnish to the General Partner within a reasonable period requested proof of its (an Eligibility Certificate and its owners’) status as an Eligible Holder any other information, or if upon receipt of such Eligibility Certificate or other requested information the General Partner determines that a Limited Partner (or its ownerother than a Preferred Holder) is not an Eligible Holder (such a Limited Partner an “Ineligible Holder”), the Partnership Limited Partner Interests owned by such Limited Partner shall be subject to redemption in accordance with the provisions of Section 4.94.10. In addition, the General Partner shall be substituted and treated for any Limited Partner that is an Ineligible Holder as the owner Limited Partner in respect of all Partnership Interests owned by an the Ineligible Holder’s Limited Partner Interests. (d) The General Partner shall, in exercising voting rights in respect of Partnership Limited Partner Interests held by it on behalf of Ineligible Holders, cast such distribute the votes in the same manner and in the same ratios as the votes of Limited Partners (including the General Partner and its Affiliates) in respect of Partnership Limited Partner Interests other than those of Ineligible Holders are cast, either for, against or abstaining as to the matter. (e) Upon dissolution of the Partnership, an Ineligible Holder shall have no right to receive a distribution in kind pursuant to Section 12.4 but shall be entitled to the cash equivalent thereof, and the Partnership shall provide cash in exchange for an assignment of the Ineligible Holder’s share of any distribution in kind. Such payment and assignment shall be treated for Partnership purposes hereof as a purchase by the Partnership from the Ineligible Holder of its Limited Partner Interest (representing the portion of his Partnership Interest representing his right to receive his its share of such distribution in kind). (f) At any time after he a holder can and does certify that he it has become an Eligible Holder, an Ineligible Holder may, upon application to the General Partner, request that with respect to any Partnership Limited Partner Interests of such Ineligible Holder not redeemed pursuant to Section 4.94.10, such Ineligible Holder be admitted as a Partner, and upon approval of the General Partner, such Ineligible Holder shall be admitted as a Partner and shall no longer constitute an Ineligible Holder and the General Partner shall cease to be deemed to be the owner Limited Partner in respect of such Ineligible Holder’s Partnership Limited Partner Interests.

Eligibility Certificates; Ineligible Holders. (a) If at any time the General Partner determines, with the advice of counsel, that: (i) the Partnership’s status other than as an association taxable as a corporation for U.S. federal income tax purposes or the failure of the Partnership otherwise to be subject to an entity-level tax for U.S. federal, state or local income tax purposes, coupled with the tax status (or lack of proof of the U.S. federal income tax status) of one or more Limited Partners (Partners, has or type of Limited Partners) or their owners creates or is will reasonably likely to create have a substantial risk of an material adverse effect on the rates maximum applicable rate that can be charged to customers by any Group Member with respect to assets that are subject to regulation by Subsidiaries of the Federal Energy Regulatory Commission or similar regulatory body Partnership (a “Rate Eligibility Trigger”); , or (ii) the nationalityany Group Member is subject to any federal, citizenship state or other related status (local law or lack of proof thereof) of one or more Limited Partners (or type of Limited Partners) or their owners creates or is reasonably likely to regulation that would create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest under any federalbased on the nationality, state citizenship or local law or regulation other related status of a Limited Partner (a “Citizenship Eligibility Trigger”); then, the General Partner may adopt such amendments to this Agreement as it determines to be necessary or appropriate advisable to (x) in the case of a Rate Eligibility Trigger, obtain such proof of the U.S. federal income tax status of the Limited Partners and, to the extent relevant, their beneficial owners, as the General Partner determines to be necessary to establish those Limited Partners whose federal income tax status does not or appropriate to reduce the risk of occurrence of would not have a material adverse effect on the rates maximum applicable rate that can be charged to customers by any Group Member Subsidiaries of the Partnership or (y) in the case of a Citizenship Eligibility Trigger, obtain such proof of the nationality, citizenship or other related status (or, if the General Partner is a nominee holding for the account of another Person, the nationality, citizenship or other related status of such Person) of the Limited Partners and, to the extent relevant, their owners Partner as the General Partner determines to be necessary to establish and those Limited Partners whose status as a Limited Partner does not or appropriate would not subject any Group Member to eliminate or mitigate the a significant risk of cancellation or forfeiture of any of its properties or interests therein. (b) Such amendments may include provisions requiring all Limited Partners to certify as to their (and their beneficial owners’) status as Eligible Holders upon demand and on a regular basis, as determined by the General Partner, and may require transferees of Units to so certify prior to being admitted to the Partnership as Partners a Limited Partner (any such required certificate, an “Eligibility Certificate”).. ACCESS MIDSTREAM PARTNERS, L.P. COMPOSITE AGREEMENT OF LIMITED PARTNERSHIP (c) Such amendments may provide that any Limited Partner who fails to furnish to the General Partner within a reasonable period requested proof of its (and its beneficial owners’) status as an Eligible Holder or if upon receipt of such Eligibility Certificate or other requested information the General Partner determines that a Limited Partner (or its owner) is not an Eligible Holder (such a Limited Partner an “Ineligible Holder”), the Partnership Limited Partner Interests owned by such Limited Partner shall be subject to redemption in accordance with the provisions of Section 4.94.10. In addition, the General Partner shall be substituted and treated for all Limited Partners that are Ineligible Holder as the owner Limited Partner in respect of all Partnership Interests owned by an the Ineligible Holder’s Limited Partner Interests. (d) The General Partner shall, in exercising voting rights in respect of Partnership Limited Partner Interests held by it on behalf of Ineligible Holders, cast such distribute the votes in the same manner and in the same ratios as the votes of Limited Partners (including the General Partner and its Affiliates) in respect of Partnership Limited Partner Interests other than those of Ineligible Holders are cast, either for, against or abstaining as to the matter. (e) Upon dissolution of the Partnership, an Ineligible Holder shall have no right to receive a distribution in kind pursuant to Section 12.4 but shall be entitled to the cash equivalent thereof, and the Partnership shall provide cash in exchange for an assignment of the Ineligible Holder’s share of any distribution in kind. Such payment and assignment shall be treated for Partnership purposes hereof as a purchase by the Partnership from the Ineligible Holder of the portion of his Partnership Limited Partner Interest (representing his right to receive his share of such distribution in kind). (f) At any time after he can and does certify that he has become an Eligible Holder, an Ineligible Holder may, upon application to the General Partner, request that with respect to any Partnership Limited Partner Interests of such Ineligible Holder not redeemed pursuant to Section 4.94.10, such Ineligible Holder be admitted as a Limited Partner, and upon approval of the General Partner, such Ineligible Holder shall be admitted as a Limited Partner and shall no longer constitute an Ineligible Holder and the General Partner shall cease to be deemed to be the owner Limited Partner in respect of such the Ineligible Holder’s Partnership Limited Partner Interests.

Eligibility Certificates; Ineligible Holders. (a) If at any time the General Partner Board of Directors determines, with the advice of counsel, that: (i) the Company’s status other than as an association taxable as a corporation for U.S. federal income tax purposes or the failure of the Company otherwise to be subject to an entity-level tax for U.S. federal, state or local income tax purposes, coupled with the tax status (or lack of proof of the U.S. federal income tax status) of one or more Limited Partners (Members, has or type of Limited Partners) or their owners creates or is will reasonably likely to create have a substantial risk of an material adverse effect on the rates maximum applicable rate that can be charged to customers by any Group Member with respect to assets that are subject to regulation by Subsidiaries of the Federal Energy Regulatory Commission or similar regulatory body Company (a “Rate Eligibility Trigger”); or (ii) the nationalityany Group Member is subject to any federal, citizenship state or other related status (local law or lack of proof thereof) of one or more Limited Partners (or type of Limited Partners) or their owners creates or is reasonably likely to regulation that would create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest under any federalbased on the nationality, state citizenship or local law or regulation other related status of a Member (a “Citizenship Eligibility Trigger”); then, in each of cases (i) and (ii), the General Partner Board of Directors may adopt such amendments to this Agreement as it determines to be necessary or appropriate advisable to (xA) in the case of a Rate Eligibility Trigger, obtain such proof of the U.S. federal income tax status of the Limited Partners Members and, to the extent relevant, their beneficial owners, as the General Partner Board of Directors determines to be necessary or appropriate advisable to reduce the risk of occurrence of establish those Members whose U.S. federal income tax status does not or would not have a material adverse effect on the rates maximum applicable rate that can be charged to customers by any Group Member or (yB) in the case of a Citizenship Eligibility Trigger, obtain such proof of the nationality, citizenship or other related status of the Limited Partners andMember (or, to if the extent relevantMember is a nominee holding for the account of another Person, their owners the nationality, citizenship or other related status of such Person) as the General Partner Board of Directors determines to be necessary or appropriate advisable to eliminate establish those Members whose status as Members does not or mitigate the would not subject any Group Member to a significant risk of cancellation or forfeiture of any of its properties or interests therein. (b) Such amendments may include provisions requiring all Partners Members to certify as to their (and their beneficial owners’) status as Eligible Holders upon demand and on a regular basis, as determined by the General PartnerBoard of Directors, and may require transferees of Units to so certify prior to being admitted to the Partnership Company as Partners a Member (any such required certificate, an “Eligibility Certificate”). (c) Such amendments may provide that any Partner Member (and its beneficial owners) who fails to furnish to the General Partner Company, within a reasonable period requested after a request, an Eligibility Certificate and any other information and proof of its (and its beneficial owners’) status as an Eligible Holder Holder, or if upon receipt of such Eligibility Certificate or other requested information the General Partner Board of Directors determines that a Limited Partner (or its owner) Member is not an Eligible Holder (such a Member, an “Ineligible Holder”), the Partnership Company Interests owned by such Limited Partner Member shall be subject to redemption in accordance with the provisions of Section 4.94.8. In addition, the General Partner Company shall be substituted and treated for any Member that is an Ineligible Holder as the owner Member in respect of all Partnership Interests owned by an the Ineligible Holder’s Company Interests. (d) The General Partner Company shall, in exercising voting rights in respect of Partnership Company Interests held by it on behalf of Ineligible Holders, cast such distribute the votes in the same manner and in ratios or for the same ratios candidates for election as Directors as the votes of Partners (including the General Partner and its Affiliates) Members in respect of Partnership Company Interests other than those of Ineligible Holders are cast, either for, against or abstaining as to the matter. (e) Upon dissolution of the PartnershipCompany, an Ineligible Holder shall have no right to receive a distribution in kind pursuant to Section 12.4 11.3 but shall be entitled to the cash equivalent thereof, and the Partnership Company shall provide cash in exchange for an assignment of the Ineligible Holder’s share of any distribution in kind. Such payment and assignment shall be treated for Company purposes hereof as a purchase by the Partnership Company from the Ineligible Holder of its Company Interests (representing the portion of his Partnership Interest representing his right to receive his its share of such distribution in kind). (f) At any time after he a holder can and does certify that he it has become an Eligible Holder, an Ineligible Holder may, upon application to the General PartnerBoard of Directors, request that with respect to any Partnership Company Interests of such Ineligible Holder not redeemed pursuant to Section 4.94.8, such Ineligible Holder be admitted as a PartnerHolder, and upon approval of the General PartnerBoard of Directors, such Ineligible Holder shall be admitted as a Partner and shall no longer constitute an Ineligible Holder Holder, and the General Partner Company shall cease to be deemed to be the owner Member in respect of such Ineligible Holder’s Partnership Company Interests.

Eligibility Certificates; Ineligible Holders. (a) If at any time the General Partner determines, with the advice of counsel, that: (i) the The U.S. federal income tax status (or lack of proof of the U.S. federal income tax status) of one or more Limited Partners (or type of Limited Partners) or their beneficial owners creates has or is reasonably likely to create have a substantial risk of an material adverse effect on the rates that can be charged to customers by any Group Member with respect to assets that are subject to regulation by the Federal Energy Regulatory Commission or similar regulatory body (a “Rate Eligibility Trigger”); or (ii) the nationalityany Group Member is subject to any federal, citizenship state or other related status (local law or lack of proof thereof) of one or more Limited Partners (or type of Limited Partners) or their owners creates or is reasonably likely to regulation that would create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest under any federalbased on the nationality, state citizenship or local law or regulation other related status of a Limited Partner (a “Citizenship Eligibility Trigger”); then, the General Partner may adopt such amendments to this Agreement as it determines to be necessary or appropriate to (x) in the case of a Rate Eligibility Trigger, obtain such proof of the U.S. federal income tax status of the Limited Partners and, to the extent relevant, their beneficial owners, as the General Partner determines to be necessary or appropriate to reduce the risk of the occurrence of a material adverse effect on the rates that can be charged to customers by any Group Member or (y) in the case of a Citizenship Eligibility Trigger, obtain such proof of the nationality, citizenship or other related status of the Limited Partners andPartner, and to the extent relevant, their beneficial owners as the General Partner determines to be necessary or appropriate to eliminate or mitigate the a significant risk of cancellation or forfeiture of any properties or interests thereintherein of a Group Member. (b) Such amendments may include provisions requiring all Limited Partners to certify as to their (and their beneficial owners’) status as Eligible Holders upon demand and on a regular basis, as determined by the General Partner, and may require transferees of Units to so certify prior to being admitted to the Partnership as Partners a Limited Partner (any such required certificate, an “Eligibility Certificate”). (c) Such amendments may provide that any Partner who fails to furnish to the General Partner within a reasonable period requested proof of its (and its beneficial owners’) status as an Eligible Holder or if upon receipt of such Eligibility Certificate or other requested information the General Partner determines that a Limited Partner (or its beneficial owner) is not an Eligible Holder (an “Ineligible Holder”), the Partnership Limited Partner Interests owned by such Limited Partner shall be subject to redemption in accordance with the provisions of Section 4.9. In addition, the General Partner shall be substituted and treated as the owner of all Partnership Interests owned by an Ineligible Holder. (d) The General Partner shall, in exercising voting rights in respect of Partnership Interests held by it on behalf of Ineligible Holders, cast such votes in the same manner and in the same ratios as the votes of Partners (including the General Partner and its Affiliates) in respect of Partnership Interests other than those of Ineligible Holders are cast. (e) Upon dissolution of the Partnership, an Ineligible Holder shall have no right to receive a distribution in kind pursuant to Section 12.4 but shall be entitled to the cash equivalent thereof, and the Partnership shall provide cash in exchange for an assignment of the Ineligible Holder’s share of any distribution in kind. Such payment and assignment shall be treated for purposes hereof as a purchase by the Partnership from the Ineligible Holder of the portion of his Partnership Interest representing his right to receive his share of such distribution in kind. (f) At any time after he can and does certify that he has become an Eligible Holder, an Ineligible Holder may, upon application to the General Partner, request that with respect to any Partnership Interests of such Ineligible Holder not redeemed pursuant to Section 4.9, such Ineligible Holder be admitted as a Partner, and upon approval of the General Partner, such Ineligible Holder shall be admitted as a Partner and shall no longer constitute an Ineligible Holder and the General Partner shall cease to be deemed to be the owner in respect of such Ineligible Holder’s Partnership Interests.WAS:215692.2

Eligibility Certificates; Ineligible Holders. (a) If at any time the General Partner determines, with the advice of counsel, that: (i) the U.S. federal income tax status (or lack of proof of the U.S. federal income tax status) of one or more Limited Partners (or type of Limited Partners) or their owners creates has or is reasonably likely to create have a substantial risk of an material adverse effect on the rates that can be charged to customers by any Group Member with respect to assets that are subject to regulation by the Federal Energy Regulatory Commission or similar regulatory body (a “Rate Eligibility Trigger”); or (ii) the nationalityany Group Member is subject to any federal, citizenship state or other related status (local law or lack of proof thereof) of one or more Limited Partners (or type of Limited Partners) or their owners creates or is reasonably likely to regulation that would create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest under any federalbased on the nationality, state citizenship or local law other related status of a Limited Partner or regulation its owner(s) (a “Citizenship Eligibility Trigger”); then, the General Partner Partner, acting without the consent of any other Person, may adopt such amendments to this Agreement as it determines to be necessary or appropriate to (x) in the case of a Rate Eligibility Trigger, obtain such proof of the U.S. federal income tax status of the Limited Partners and, to the extent relevant, their owners, as the General Partner determines to be necessary or appropriate to reduce the risk of occurrence of a material adverse effect on the rates that can be charged to customers by any Group Member or (y) in the case of a Citizenship Eligibility Trigger, obtain such proof of the nationality, citizenship or other related status of the Limited Partners and, to the extent relevant, their owners as the General Partner determines to be necessary or appropriate to eliminate or mitigate the risk of cancellation or forfeiture of any properties or interests therein. (b) Such amendments may include provisions requiring all Partners to certify as to their (and their owners’) status as Eligible Holders upon demand and on a regular basis, as determined by the General Partner, and may require transferees of Units Shares to so certify prior to being admitted to the Partnership as Partners (any such required certificate, an “Eligibility Certificate”). (c) Such amendments may provide that any Partner who fails to furnish to the General Partner within a reasonable period requested proof of its (and its owners’) status as an Eligible Holder or if upon receipt of such Eligibility Certificate or other requested information the General Partner determines that a Limited Partner (or its owner) is not an Eligible Holder (an “Ineligible Holder”), the Partnership Interests owned by such Limited Partner shall be subject to redemption in accordance with the provisions of Section 4.9. In addition, the General Partner shall be substituted and treated as the owner of all Partnership Interests owned by an Ineligible Holder. (d) The General Partner shall, in exercising voting rights in respect of Partnership Interests held by it on behalf of Ineligible Holders, cast such votes in the same manner and in the same ratios as the votes of Partners (including the General Partner and its Affiliates) in respect of Partnership Interests other than those of Ineligible Holders are cast. (e) Upon dissolution of the Partnership, an Ineligible Holder shall have no right to receive a distribution in kind pursuant to Section 12.4 but shall be entitled to the cash equivalent thereof, and the Partnership shall provide cash in exchange for an assignment of the Ineligible Holder’s share of any distribution in kind. Such payment and assignment shall be treated for purposes hereof as a purchase by the Partnership from the Ineligible Holder of the portion of his its Partnership Interest representing his its right to receive his its share of such distribution in kind. (f) At any time after he it can and does certify that he it has become an Eligible Holder, an Ineligible Holder may, upon application to the General Partner, request that with respect to any Partnership Interests of such Ineligible Holder not redeemed pursuant to Section 4.9, such Ineligible Holder be admitted as a Partner, and upon approval of the General Partner, such Ineligible Holder shall be admitted as a Partner and shall no longer constitute an Ineligible Holder and the General Partner shall cease to be deemed to be the owner in respect of such Ineligible Holder’s Partnership Interests.

Eligibility Certificates; Ineligible Holders. (a) If at any time the General Partner determines, with the advice of counsel, that: (i) the Partnership’s status as other than as an association taxable as a corporation for U.S. federal income tax purposes or the failure of the Partnership to be subject to an entity-level tax for U.S. federal, state or local income tax purposes, coupled with the tax status (or lack of proof of the U.S. federal income tax status) of one or more Limited Partners (Partners, has or type of Limited Partners) or their owners creates or is will reasonably likely to create have a substantial risk of an material adverse effect on the rates maximum applicable rate that can be charged to customers by any Group Member with respect to assets that are subject to regulation by Subsidiaries of the Federal Energy Regulatory Commission or similar regulatory body Partnership (a “Rate Eligibility Trigger”); or (ii) the nationalityany Group Member is subject to any federal, citizenship state or other related status (local law or lack of proof thereof) of one or more Limited Partners (or type of Limited Partners) or their owners creates or is reasonably likely to regulation that would create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest under any federalbased on the nationality, state citizenship or local law or regulation other related status of a Partner (a “Citizenship Eligibility Trigger”); then, the General Partner may adopt such amendments to this Agreement as it determines to be necessary or appropriate advisable to (x) in the case of a Rate Eligibility Trigger, obtain such proof of the U.S. federal income tax status of the Limited Partners and, to the extent relevant, their beneficial owners, as the General Partner determines to be necessary to establish those Partners whose U.S. federal income tax status does not or appropriate to reduce the risk of occurrence of would not have a material adverse effect on the rates maximum applicable rate that can be charged to customers by any Group Member Subsidiaries of the Partnership or (y) in the case of a Citizenship Eligibility Trigger, obtain such proof of the nationality, citizenship or other related status (or, if the General Partner is a nominee holding for the account of another Person, the nationality, citizenship or other related status of such Person) of the Limited Partners and, to the extent relevant, their owners Partner as the General Partner determines to be necessary to establish and those Partners whose status as a Partner does not or appropriate would not subject any Group Member to eliminate or mitigate the a significant risk of cancellation or forfeiture of any of its properties or interests therein. (b) Such amendments may include provisions requiring all Partners to certify as to their (and their beneficial owners’) status as Eligible Holders upon demand and on a regular basis, as determined by the General Partner, and may require transferees of Units to so certify prior to being admitted to the Partnership as Partners a Partner (any such required certificate, an “Eligibility Certificate”). (c) Such amendments may provide that any Partner who fails to furnish to the General Partner within a reasonable period requested proof of its (and its its’ beneficial owners’) status as an Eligible Holder or if upon receipt of such Eligibility Certificate or other requested information the General Partner determines that a Limited Partner (or its owner) is not an Eligible Holder (such a Partner, an “Ineligible Holder”), the Partnership Interests owned by such Limited Partner shall be subject to redemption 20 in accordance with the provisions of Section 4.9. In addition, the General Partner shall be substituted and treated for all Limited Partners that are Ineligible Holders as the owner Partner in respect of all Partnership Interests owned by an the Ineligible Holder’s Partnership Interests. (d) The General Partner shall, in exercising voting rights in respect of Partnership Interests held by it on behalf of Ineligible Holders, cast such distribute the votes in the same manner and in the same ratios as the votes of Partners (including the General Partner and its Affiliates) in respect of Partnership Interests other than those of Ineligible Holders are cast, either for, against or abstaining as to the matter. (e) Upon dissolution of the Partnership, an Ineligible Holder shall have no right to receive a distribution in kind pursuant to Section 12.4 but shall be entitled to the cash equivalent thereof, and the Partnership shall provide cash in exchange for an assignment of the Ineligible Holder’s share of any distribution in kind. Such payment and assignment shall be treated for Partnership purposes hereof as a purchase by the Partnership from the Ineligible Holder of the portion of his Partnership Interest (representing his right to receive his share of such distribution in kind). (f) At any time after he can and does certify that he has become an Eligible Holder, an Ineligible Holder may, upon application to the General Partner, request that with respect to any Partnership Interests of such Ineligible Holder not redeemed pursuant to Section 4.9, such Ineligible Holder be admitted as a Partner, and upon approval of the General Partner, such Ineligible Holder shall be admitted as a Partner and shall no longer constitute an Ineligible Holder and the General Partner shall cease to be deemed to be the owner Partner in respect of such Ineligible Holder’s Partnership Interests.

Eligibility Certificates; Ineligible Holders. (a) If at any time the General Partner determines, with the advice of counsel, that: (i) the U.S. federal income tax status (or lack of proof of the U.S. federal income tax status) of one or more Limited Partners (or type of Limited Partners) or their owners creates has or is reasonably likely to create have a substantial risk of an material adverse effect on the rates that can be charged to customers by any Group Member with respect to assets that are subject to regulation by the Federal Energy Regulatory Commission or similar regulatory body (a “Rate Eligibility Trigger”); or (ii) the nationalityany Group Member is subject to any federal, citizenship state or other related status (local law or lack of proof thereof) of one or more Limited Partners (or type of Limited Partners) or their owners creates or is reasonably likely to regulation that would create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest under any federalbased on the nationality, state citizenship or local law other related status of one or regulation more Limited Partners or their owners (a “Citizenship Eligibility Trigger”); then, the General Partner Partner, without the approval of any Limited Partner, may adopt such amendments to this Agreement as it determines to be necessary or appropriate to (xA) in the case of a Rate Eligibility Trigger, obtain such proof of the U.S. federal income tax status of the such Limited Partners and, to the extent relevant, their owners, as the General Partner determines to be necessary or appropriate to reduce the risk of the occurrence of a material adverse effect on the rates that can be charged to customers by any Group Member or (yB) in the case of a Citizenship Eligibility Trigger, obtain such proof of the nationality, citizenship or other related status of the such Limited Partners and, to the extent relevant, their owners owners, as the General Partner determines to be necessary or appropriate to eliminate or mitigate the risk of cancellation or forfeiture of any properties or interests thereintherein of a Group Member. (b) Such amendments Amendments adopted pursuant to this Section 4.9 may include provisions requiring all Limited Partners to certify as to their (and their owners’) status as Eligible Holders upon demand and on a regular basis, as determined by the General Partner, and may require transferees of Units to so certify prior to being admitted to the Partnership as Limited Partners (any such required certificate, an “Eligibility Certificate”). (c) Such amendments Amendments adopted pursuant to this Section 4.9 may provide that (i) any Limited Partner who fails to furnish to the General Partner Partner, within a reasonable period period, requested proof of its (and its owners’) status as an Eligible Holder or (ii) if upon receipt of such Eligibility Certificate or other requested information the General Partner determines that a Limited Partner (or its owner) is not an Eligible Holder (an “Ineligible Holder”), the Partnership Limited Partner Interests owned by such Limited Partner shall be subject to redemption in accordance with the provisions of Section 4.9redemption. In addition, the General Partner shall be substituted and treated as the owner of all Partnership Limited Partner Interests owned by an Ineligible Holder. (d) If the General Partner adopts amendments pursuant to this Section 4.9 providing for the redemption of Limited Partner Interests, the aggregate redemption price for Redeemable Interests shall be an amount equal to the Current Market Price (the date of determination of which shall be the date fixed for redemption) of Limited Partner Interests of the class to be so redeemed multiplied by the number of Limited Partner Interests of each such class included among the Redeemable Interests. The redemption price shall be paid, as determined by the General Partner, in cash or by delivery of a promissory note of the Partnership in the principal amount of the redemption price, bearing interest at the rate of 5% annually and payable in three equal annual installments of principal together with accrued interest, commencing one year after the redemption date. (e) The General Partner shall, in exercising exercising, or abstaining from exercising, voting rights in respect of Partnership Limited Partner Interests held by it on behalf of Ineligible Holders, cast such distribute the votes or abstentions in the same manner and in the same ratios as the votes of Limited Partners (including the General Partner and its Affiliates) in respect of Partnership Limited Partner Interests other than those of Ineligible Holders are castdistributed, either casting votes for or against or abstaining as to the matter. (ef) Upon dissolution of the Partnership, an Ineligible Holder shall have no right to receive a distribution in kind pursuant to Section 12.4 but shall be entitled to the cash equivalent thereof, and the Partnership shall provide cash in exchange for an assignment of the Ineligible Holder’s share of any distribution in kind. Such payment and assignment shall be treated for purposes hereof as a purchase by the Partnership from the Ineligible Holder of its Limited Partner Interests (representing the portion of his Partnership Interest representing his right to receive his its share of such distribution in kind). (fg) At any time after he an Ineligible Holder can and does certify that he it has become an Eligible Holder, an such Ineligible Holder may, upon application to the General Partner, request that with respect to any Partnership Limited Partner Interests of such Ineligible Holder not redeemed pursuant to Section 4.9redeemed, such Ineligible Holder be admitted as a Limited Partner, and upon approval of the General Partner, such Ineligible Holder shall be admitted as a Limited Partner and shall no longer constitute an Ineligible Holder Holder, and the General Partner shall cease to be deemed to be the owner in respect of such Ineligible Holder’s Partnership Limited Partner Interests.

Eligibility Certificates; Ineligible Holders. (a) If at any time the General Partner determines, with the advice of counsel, that: (i) the The U.S. federal income tax status (or lack of proof of the U.S. federal income tax status) of one or more Limited Partners (or type of Limited Partners) or their beneficial owners creates has or is reasonably likely to create have a substantial risk of an material adverse effect on the rates that can be charged to customers by any Group Member with respect to assets that are subject to regulation by the Federal Energy Regulatory Commission or similar regulatory body (a “Rate Eligibility Trigger”); or (ii) the nationalityany Group Member is subject to any federal, citizenship state or other related status (local law or lack of proof thereof) of one or more Limited Partners (or type of Limited Partners) or their owners creates or is reasonably likely to regulation that would create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest under any federalbased on the nationality, state citizenship or local law or regulation other related status of a Limited Partner (a “Citizenship Eligibility Trigger”); then, the General Partner may adopt such amendments to this Agreement as it determines to be necessary or appropriate to (x) in the case of a Rate Eligibility Trigger, obtain such proof of the U.S. federal income tax status of the Limited Partners and, to the extent relevant, their beneficial owners, as the General Partner determines to be necessary or appropriate to reduce the risk of the occurrence of a material adverse effect on the rates that can be charged to customers by any Group Member or (y) in the case of a Citizenship Eligibility Trigger, obtain such proof of the nationality, citizenship or other related status of the Limited Partners andPartner, and to the extent relevant, their beneficial owners as the General Partner determines to be necessary or appropriate to eliminate or mitigate the PBF LOGISTICS LP SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP 31 a significant risk of cancellation or forfeiture of any properties or interests thereintherein of a Group Member. (b) Such amendments may include provisions requiring all Limited Partners to certify as to their (and their beneficial owners’) status as Eligible Holders upon demand and on a regular basis, as determined by the General Partner, and may require transferees of Units to so certify prior to being admitted to the Partnership as Partners a Limited Partner (any such required certificate, an “Eligibility Certificate”). (c) Such amendments may provide that any Partner who fails to furnish to the General Partner within a reasonable period requested proof of its (and its beneficial owners’) status as an Eligible Holder or if upon receipt of such Eligibility Certificate or other requested information the General Partner determines that a Limited Partner (or its beneficial owner) is not an Eligible Holder (an “Ineligible Holder”), the Partnership Limited Partner Interests owned by such Limited Partner shall be subject to redemption in accordance with the provisions of Section 4.9. In addition, the General Partner shall be substituted and treated as the owner of all Partnership Limited Partner Interests owned by an Ineligible HolderHolder and the Limited Partner with respect thereto. (d) The General Partner shall, in exercising voting rights in respect of Partnership Limited Partner Interests held by it on behalf of Ineligible Holders, cast such votes in the same manner and in the same ratios as the votes of Limited Partners (including the General Partner and its Affiliates) in respect of Partnership Limited Partner Interests other than those of Ineligible Holders are cast. (e) Upon dissolution of the Partnership, an Ineligible Holder shall have no right to receive a distribution in kind pursuant to Section 12.4 but shall be entitled to the cash equivalent thereof, and the Partnership shall provide cash in exchange for an assignment of the Ineligible Holder’s share of any distribution in kind. Such payment and assignment shall be treated for purposes hereof as a purchase by the Partnership from the Ineligible Holder of the portion of his Partnership Limited Partner Interest representing his right to receive his share of such distribution in kind. (f) At any time after he can and does certify that he has become an Eligible Holder, an Ineligible Holder may, upon application to the General Partner, request that with respect to any Partnership Limited Partner Interests of such Ineligible Holder not redeemed pursuant to Section 4.9, such Ineligible Holder be admitted as a Limited Partner, and upon approval of the General Partner, such Ineligible Holder shall be admitted as a Partner and shall no longer constitute an Ineligible Holder and the General Partner shall cease to be deemed to be the owner and Limited Partner in respect of such Ineligible Holder’s Partnership Limited Partner Interests.

Eligibility Certificates; Ineligible Holders. (a) If at any time the General Partner determines, with the advice of counsel, that: (i) the U.S. federal income tax status (or lack of proof of the U.S. federal income tax status) of one or more Limited Partners (or type of Limited Partners) or their beneficial owners creates has or is reasonably likely to create have a substantial risk of an material adverse effect on the rates that can be charged to customers by any Group Member with respect to assets that are subject to regulation by the Federal Energy Regulatory Commission or similar regulatory body (a “Rate Eligibility Trigger”); or (ii) the nationalityany Group Member is subject to any U.S. federal, citizenship state or other related status (local law or lack of proof thereof) of one or more Limited Partners (or type of Limited Partners) or their owners creates or is reasonably likely to regulation that would create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest under any federalbased on the nationality, state citizenship or local law or regulation other related status of a Limited Partner (a “Citizenship Eligibility Trigger”); then, the General Partner may adopt such amendments to this Agreement as it determines to be necessary or appropriate to (x) in the case of a Rate Eligibility Trigger, obtain such proof of the U.S. federal income tax status of the Limited Partners and, to the extent relevant, their beneficial owners, as the General Partner determines to be necessary or appropriate to reduce the risk of the occurrence of a material adverse effect on the rates that can be charged to customers by any Group Member or (y) in the case of a Citizenship Eligibility Trigger, obtain such proof of the nationality, citizenship or other related status of the Limited Partners Partner and, to the extent relevant, their beneficial owners as the General Partner determines to be necessary or appropriate to eliminate or mitigate the a significant risk of cancellation or forfeiture of any properties or interests thereintherein of a Group Member. (b) Such amendments may include provisions requiring all Partners any individual Partner to certify as to their its (and their its beneficial owners’) status as an Eligible Holders Holder upon demand and on a regular basis, as determined by the General Partner, and may require transferees of Units to so certify prior to being admitted to the Partnership as Partners a Partner (any such required certificate, an “Eligibility Certificate”). (c) Such amendments may provide that any Partner who fails to furnish to the General Partner within a reasonable period requested proof of its (and its beneficial owners’) status as an Eligible Holder or if upon receipt of such Eligibility Certificate or other requested information the General Partner determines that a Limited Partner (or its beneficial owner) is not an Eligible Holder (an “Ineligible Holder”), the Partnership Interests owned by such Limited Partner shall be subject to redemption in accordance with the provisions of Section 4.9. In addition, the General Partner shall be substituted and treated as the owner of all Partnership Interests owned by an Ineligible Holder. (d) The General Partner shall, in exercising voting rights in respect of Partnership Interests held by it on behalf in substitution of Ineligible Holders, cast such votes in the same manner and in the same ratios as the votes of Partners (including the General Partner and its Affiliates) in respect of Partnership Interests other than those of Ineligible Holders are cast. (e) Upon dissolution of the Partnership, an Ineligible Holder shall have no right to receive a distribution in kind pursuant to Section 12.4 but shall be entitled to the cash equivalent thereof, and the Partnership shall provide cash in exchange for an assignment of the Ineligible Holder’s share of any distribution in kind. Such payment and assignment shall be treated for purposes hereof as a purchase by the Partnership from the Ineligible Holder of the portion of his Partnership Interest representing his right to receive his share of such distribution in kind. (f) At any time after he can and does certify that he has become an Eligible Holder, an Ineligible Holder may, upon application to the General Partner, request that with respect to any Partnership Interests of such Ineligible Holder not redeemed pursuant to Section 4.9, such Ineligible Holder be admitted as a Partner, and upon approval of the General Partner, such Ineligible Holder shall be admitted as a Partner and shall no longer constitute an Ineligible Holder and the General Partner shall cease to be deemed to be the owner in respect of such Ineligible Holder’s Partnership Interests.

Eligibility Certificates; Ineligible Holders. (a) If at any time the General Partner determines, with the advice of counsel, that: (i) the Partnership’s status other than as an association taxable as a corporation for U.S. federal income tax purposes or the failure of the Partnership otherwise to be subject to an entity-level tax for U.S. federal, state or local income tax purposes, coupled with the tax status (or lack of proof of the U.S. federal income tax status) of one or more Limited Partners (Partners, has or type of Limited Partners) or their owners creates or is will reasonably likely to create have a substantial risk of an material adverse effect on the rates maximum applicable rate that can be charged to customers by any Group Member with respect to assets that are subject to regulation by Subsidiaries of the Federal Energy Regulatory Commission or similar regulatory body Partnership (a “Rate Eligibility Trigger”); , or (ii) the nationalityany Group Member is subject to any federal, citizenship state or other related status (local law or lack of proof thereof) of one or more Limited Partners (or type of Limited Partners) or their owners creates or is reasonably likely to regulation that would create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest under any federalbased on the nationality, state citizenship or local law or regulation other related status of a Limited Partner (a “Citizenship Eligibility Trigger”); then, the General Partner may adopt such amendments to this Agreement as it determines to be necessary or appropriate advisable to (x) in the case of a Rate Eligibility Trigger, obtain such proof of the U.S. federal income tax status of the Limited Partners and, to the extent relevant, their beneficial owners, as the General Partner determines to be necessary to establish those Limited Partners whose federal income tax status does not or appropriate to reduce the risk of occurrence of would not have a material adverse effect on the rates maximum applicable rate that can be charged to customers by any Group Member Subsidiaries of the Partnership or (y) in the case of a Citizenship Eligibility Trigger, obtain such proof of the nationality, citizenship or other related status (or, if the General Partner is a nominee holding for the account of another Person, the nationality, citizenship or other related status of such Person) of the Limited Partners and, to the extent relevant, their owners Partner as the General Partner determines to be necessary to establish those Limited Partners whose status as a Limited Partner does not or appropriate would not subject any Group Member to eliminate or mitigate the a significant risk of cancellation or forfeiture of any of its properties or interests therein. (b) Such amendments may include provisions requiring all Limited Partners to certify as to their (and their beneficial owners’) status as Eligible Holders upon demand and on a regular basis, as determined by the General Partner, and may require transferees of Units to so certify prior to being admitted to the Partnership as Partners a Limited Partner (any such required certificate, an “Eligibility Certificate”). (c) Such amendments may provide that any Limited Partner who fails to furnish to the General Partner within a reasonable period requested proof of its (and its beneficial owners’) status as an Eligible Holder or if upon receipt of such Eligibility Certificate or other requested information the General Partner determines that a Limited Partner (or its owner) is not an Eligible Holder (such a Limited Partner an “Ineligible Holder”), the Partnership Limited Partner Interests owned by such Limited Partner shall be subject to redemption in accordance with the provisions of Section 4.94.10. In addition, the General Partner shall be substituted and treated for all Limited Partners that are Ineligible Holder as the owner Limited Partner in respect of all Partnership Interests owned by an the Ineligible Holder’s Limited Partner Interests. (d) The General Partner shall, in exercising voting rights in respect of Partnership Limited Partner Interests held by it on behalf of Ineligible Holders, cast such distribute the votes in the same manner and in the same ratios as the votes of Limited Partners (including the General Partner and its Affiliates) in respect of Partnership Limited Partner Interests other than those of Ineligible Holders are cast. (e) Upon dissolution of the Partnership, an Ineligible Holder shall have no right to receive a distribution in kind pursuant to Section 12.4 but shall be entitled either for, against or abstaining as to the cash equivalent thereof, and the Partnership shall provide cash in exchange for an assignment of the Ineligible Holder’s share of any distribution in kind. Such payment and assignment shall be treated for purposes hereof as a purchase by the Partnership from the Ineligible Holder of the portion of his Partnership Interest representing his right to receive his share of such distribution in kindmatter. (f) At any time after he can and does certify that he has become an Eligible Holder, an Ineligible Holder may, upon application to the General Partner, request that with respect to any Partnership Interests of such Ineligible Holder not redeemed pursuant to Section 4.9, such Ineligible Holder be admitted as a Partner, and upon approval of the General Partner, such Ineligible Holder shall be admitted as a Partner and shall no longer constitute an Ineligible Holder and the General Partner shall cease to be deemed to be the owner in respect of such Ineligible Holder’s Partnership Interests.

Eligibility Certificates; Ineligible Holders. (a) If at any time the General Partner determines, with the advice of counsel, that: (i) the Partnership’s status as other than as an association taxable as a corporation for U.S. federal income tax purposes or the failure of the Partnership to be subject to an entity-level tax for U.S. federal, state or local income tax purposes, coupled with the tax status (or lack of proof of the U.S. federal income tax status) of one or more Limited Partners (Partners, has or type of Limited Partners) or their owners creates or is will reasonably likely to create have a substantial risk of an material adverse effect on the rates maximum applicable rate that can be charged to customers by any Group Member with respect to assets that are subject to regulation by Subsidiaries of the Federal Energy Regulatory Commission or similar regulatory body Partnership (a “Rate Eligibility Trigger”); or (ii) the nationalityany Group Member is subject to any federal, citizenship state or other related status (local law or lack of proof thereof) of one or more Limited Partners (or type of Limited Partners) or their owners creates or is reasonably likely to regulation that would create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest under any federalbased on the nationality, state citizenship or local law or regulation other related status of a Partner (a “Citizenship Eligibility Trigger”); then, the General Partner may adopt such amendments to this Agreement as it determines to be necessary or appropriate advisable to (x) in the case of a Rate Eligibility Trigger, obtain such proof of the U.S. federal income tax status of the Limited Partners and, to the extent relevant, their beneficial owners, as the General Partner determines to be necessary to establish those Partners whose U.S. federal income tax status does not or appropriate to reduce the risk of occurrence of would not have a material adverse effect on the rates maximum applicable rate that can be charged to customers by any Group Member Subsidiaries of the Partnership or (y) in the case of a Citizenship Eligibility Trigger, obtain such proof of the nationality, citizenship or other related status of the Limited Partners andPartner (or, to if the extent relevantGeneral Partner is a nominee holding for the account of another Person, their owners the nationality, citizenship or other related status of such Person) as the General Partner determines to be necessary to establish and those Partners whose status as a Partner does not or appropriate would not subject any Group Member to eliminate or mitigate the a significant risk of cancellation or forfeiture of any of its properties or interests therein. (b) Such amendments may include provisions requiring all Partners to certify as to their (and their beneficial owners’) status as Eligible Holders upon demand and on a regular basis, as determined by the General Partner, and may require transferees of Units to so certify prior to being admitted to the Partnership as Partners a Partner (any such required certificate, an “Eligibility Certificate”). (c) Such amendments may provide that any Partner who fails to furnish to the General Partner within a reasonable period requested proof of its (and its its’ beneficial owners’) status as an Eligible Holder or if upon receipt of such Eligibility Certificate or other requested information the General Partner determines that a Limited Partner (or its owner) is not an Eligible Holder (such a Partner, an “Ineligible Holder”), the Partnership Interests owned by such Limited Partner shall be subject to redemption in accordance with the provisions of Section 4.9. In addition, the General Partner shall be substituted and treated for all Limited Partners that are Ineligible Holders as the owner Partner in respect of all Partnership Interests owned by an the Ineligible Holder’s Partnership Interests. (d) The General Partner shall, in exercising voting rights in respect of Partnership Interests held by it on behalf of Ineligible Holders, cast such distribute the votes in the same manner and in the same ratios as the votes of Partners (including the General Partner and its Affiliates) in respect of Partnership Interests other than those of Ineligible Holders are cast, either for, against or abstaining as to the matter. (e) Upon dissolution of the Partnership, an Ineligible Holder shall have no right to receive a distribution in kind pursuant to Section 12.4 but shall be entitled to the cash equivalent thereof, and the Partnership shall provide cash in exchange for an assignment of the Ineligible Holder’s share of any distribution in kind. Such payment and assignment shall be treated for Partnership purposes hereof as a purchase by the Partnership from the Ineligible Holder of the portion of his Partnership Interest (representing his right to receive his share of such distribution in kind). (f) At any time after he can and does certify that he has become an Eligible Holder, an Ineligible Holder may, upon application to the General Partner, request that with respect to any Partnership Interests of such Ineligible Holder not redeemed pursuant to Section 4.9, such Ineligible Holder be admitted as a Partner, and upon approval of the General Partner, such Ineligible Holder shall be admitted as a Partner and shall no longer constitute an Ineligible Holder and the General Partner shall cease to be deemed to be the owner Partner in respect of such Ineligible Holder’s Partnership Interests.

Eligibility Certificates; Ineligible Holders. (a) If at any time the General Partner determines, with the advice of counsel, that: (i) the U.S. federal income tax status (or lack of proof of the U.S. federal income tax status) of one or more Limited Partners (or type of Limited Partners) or their beneficial owners creates has or is reasonably likely to create have a substantial risk of an material adverse effect on the rates that can be charged to customers by any Group Member with respect to assets that are subject to regulation by the Federal Energy Regulatory Commission or similar regulatory body (a “Rate Eligibility Trigger”); or (ii) the nationalityany Group Member is subject to any federal, citizenship state or other related status (local law or lack of proof thereof) of one or more Limited Partners (or type of Limited Partners) or their owners creates or is reasonably likely to regulation that would create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest under any federalbased on the nationality, state citizenship or local law or regulation other related status of a Limited Partner (a “Citizenship Eligibility Trigger”); then, the General Partner may adopt such amendments to this Agreement as it determines to be necessary or appropriate to (x) in the case of a Rate Eligibility Trigger, obtain such proof of the U.S. federal income tax status of the Limited Partners and, to the extent relevant, their beneficial owners, as the General Partner determines to be necessary or appropriate to reduce the risk of the occurrence of a material adverse effect on the rates that HI-CRUSH PARTNERS LP SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP can be charged to customers by any Group Member or (y) in the case of a Citizenship Eligibility Trigger, obtain such proof of the nationality, citizenship or other related status of the Limited Partners Partner and, to the extent relevant, their beneficial owners as the General Partner determines to be necessary or appropriate to eliminate or mitigate the a significant risk of cancellation or forfeiture of any properties or interests thereintherein of a Group Member. (b) Such amendments may include provisions requiring all Partners to certify as to their (and their beneficial owners’) status as Eligible Holders upon demand and on a regular basis, as determined by the General Partner, and may require transferees of Units to so certify prior to being admitted to the Partnership as Partners a Partner (any such required certificate, an “Eligibility Certificate”). (c) Such amendments may provide that any Partner who fails to furnish to the General Partner within a reasonable period requested proof of its (and its beneficial owners’) status as an Eligible Holder or if upon receipt of such Eligibility Certificate or other requested information the General Partner determines that a Limited Partner (or its beneficial owner) is not an Eligible Holder (an “Ineligible Holder”), the Partnership Interests owned by such Limited Partner shall be subject to redemption in accordance with the provisions of Section 4.9. In addition, the General Partner shall be substituted and treated as the owner of all Partnership Interests owned by an Ineligible Holder. (d) The General Partner shall, in exercising voting rights in respect of Partnership Interests held by it on behalf of Ineligible Holders, cast such votes in the same manner and in the same ratios as the votes of Partners (including the General Partner and its Affiliates) in respect of Partnership Interests other than those of Ineligible Holders are cast. (e) Upon dissolution of the Partnership, an Ineligible Holder shall have no right to receive a distribution in kind pursuant to Section 12.4 but shall be entitled to the cash equivalent thereof, and the Partnership shall provide cash in exchange for an assignment of the Ineligible Holder’s share of any distribution in kind. Such payment and assignment shall be treated for purposes hereof as a purchase by the Partnership from the Ineligible Holder of the portion of his Partnership Interest representing his right to receive his share of such distribution in kind. (f) At any time after he can and does certify that he has become an Eligible Holder, an Ineligible Holder may, upon application to the General Partner, request that with respect to any Partnership Interests of such Ineligible Holder not redeemed pursuant to Section 4.9, such Ineligible Holder be admitted as a Partner, and upon approval of the General Partner, such Ineligible Holder shall be admitted as a Partner and shall no longer constitute an Ineligible Holder and the General Partner shall cease to be deemed to be the owner in respect of such Ineligible Holder’s Partnership Interests.. HI-CRUSH PARTNERS LP SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

Eligibility Certificates; Ineligible Holders. (a) If at any time the General Partner determines, with the advice of counsel, that: (i) the U.S. federal income tax status (or lack of proof of the U.S. federal income tax status) of one or more Limited Partners (or type of Limited Partners) or their beneficial owners creates has or is reasonably likely to create have a substantial risk of an material adverse effect on the rates that can be charged to customers by any Group Member with respect to assets that are subject to regulation by the Federal Energy Regulatory Commission or similar regulatory body (a “Rate Eligibility Trigger”); or (ii) the nationalityany Group Member is subject to any U.S. federal, citizenship state or other related status (local law or lack of proof thereof) of one or more Limited Partners (or type of Limited Partners) or their owners creates or is reasonably likely to regulation that would create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest under any federalbased on the nationality, state citizenship or local law or regulation other related status of a Limited Partner (a “Citizenship Eligibility Trigger”); then, the General Partner may adopt such amendments to this Agreement as it determines to be necessary or appropriate to (x) in the case of a Rate Eligibility Trigger, obtain such proof of the U.S. federal income tax status of the Limited Partners and, to the extent relevant, their beneficial owners, as the General Partner determines to be necessary or appropriate to reduce the risk of occurrence the occurence of a material adverse effect on the rates that can be charged to customers by any Group Member or (y) in the case of a Citizenship Eligibility Trigger, obtain such proof of the nationality, citizenship or other related status of the Limited Partners Partner and, to the extent relevant, their beneficial owners as the General Partner determines to be necessary or appropriate to eliminate or mitigate the a significant risk of cancellation or forfeiture of any properties or interests thereintherein of a Group Member. (b) Such amendments may include provisions requiring all Partners any individual Partner to certify as to their its (and their its beneficial owners’) status as an Eligible Holders Holder upon demand and on a regular basis, as determined by the General Partner, and may require transferees of Units to so certify prior to being admitted to the Partnership as Partners a Partner (any such required certificate, an “Eligibility Certificate”). (c) Such amendments may provide that any Partner who fails to furnish to the General Partner within a reasonable period requested proof of its (and its beneficial owners’) status as an Eligible Holder or if upon receipt of such Eligibility Certificate or other requested information the General Partner determines that a Limited Partner (or its beneficial owner) is not an Eligible Holder (an “Ineligible Holder”), the Partnership Interests owned by such Limited Partner shall be subject to redemption in accordance with the provisions of Section 4.9. In addition, the General Partner shall be substituted and treated as the owner of all Partnership Interests owned by an Ineligible Holder. (d) The General Partner shall, in exercising voting rights in respect of Partnership Interests held by it on behalf in substitution of Ineligible Holders, cast such votes in the same manner and in the same ratios as the votes of Partners (including the General Partner and its Affiliates) in respect of Partnership Interests other than those of Ineligible Holders are cast. (e) Upon dissolution of the Partnership, an Ineligible Holder shall have no right to receive a distribution in kind pursuant to Section 12.4 but shall be entitled to the cash equivalent thereof, and the Partnership shall provide cash in exchange for an assignment of the Ineligible Holder’s share of any distribution in kind. Such payment and assignment shall be treated for for purposes hereof as a purchase by the Partnership from the Ineligible Holder of the portion of his Partnership Interest representing his right to receive his share of such distribution in kind. (f) At any time after he can and does certify that he has become an Eligible Holder, an Ineligible Holder may, upon application to the General Partner, request that with respect to any Partnership Interests of such Ineligible Holder not redeemed pursuant to Section 4.9, such Ineligible Holder be admitted as a Partner, and upon approval of the General Partner, such Ineligible Holder shall be admitted as a Partner and shall no longer constitute an Ineligible Holder and the General Partner shall cease to be deemed to be the owner in respect of such Ineligible Holder’s Partnership Interests.

Eligibility Certificates; Ineligible Holders. (a) If at any time the General Partner determines, with the advice of counsel, that: (i) the U.S. federal income tax status (or lack of proof of the U.S. federal income tax status) of one or more Limited Partners (or type of Limited Partners) or their owners creates has or is reasonably likely to create have a substantial risk of an material adverse effect on the rates that can be charged to customers by any Group Member with respect to assets that are subject to regulation by the Federal Energy Regulatory Commission or similar regulatory body (a “Rate Eligibility Trigger”); or (ii) the nationalityany Group Member is subject to any federal, citizenship state or other related status (local law or lack of proof thereof) of one or more Limited Partners (or type of Limited Partners) or their owners creates or is reasonably likely to regulation that would create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest under any federalbased on the nationality, state citizenship or local law other related status of a Limited Partner or regulation its owner(s) (a “Citizenship Eligibility Trigger”); then, the General Partner may adopt such amendments to this Agreement as it determines to be necessary or appropriate to (x) in the case of a Rate Eligibility Trigger, obtain such proof of the U.S. federal income tax status of the Limited Partners and, to the extent relevant, their owners, as the General Partner determines to be necessary or appropriate to reduce the risk of occurrence of a material adverse effect on the rates that can be charged to customers by any Group Member or (y) in the case of a Citizenship Eligibility Trigger, WESTLAKE CHEMICAL PARTNERS LP FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP obtain such proof of the nationality, citizenship or other related status of the Limited Partners and, to the extent relevant, their owners as the General Partner determines to be necessary or appropriate to eliminate or mitigate the risk of cancellation or forfeiture of any properties or interests therein. (b) Such amendments may include provisions requiring all Partners to certify as to their (and their owners’) status as Eligible Holders upon demand and on a regular basis, as determined by the General Partner, and may require transferees of Units to so certify prior to being admitted to the Partnership as Partners (any such required certificate, an “Eligibility Certificate”). (c) Such amendments may provide that any Partner who fails to furnish to the General Partner within a reasonable period requested proof of its (and its owners’) status as an Eligible Holder or if upon receipt of such Eligibility Certificate or other requested information the General Partner determines that a Limited Partner (or its owner) is not an Eligible Holder (an “Ineligible Holder”), the Partnership Interests owned by such Limited Partner shall be subject to redemption in accordance with the provisions of Section 4.9. In addition, the General Partner shall be substituted and treated as the owner of all Partnership Interests owned by an Ineligible Holder. (d) The General Partner shall, in exercising voting rights in respect of Partnership Interests held by it on behalf of Ineligible Holders, cast such votes in the same manner and in the same ratios as the votes of Partners (including the General Partner and its Affiliates) in respect of Partnership Interests other than those of Ineligible Holders are cast. (e) Upon dissolution of the Partnership, an Ineligible Holder shall have no right to receive a distribution in kind pursuant to Section 12.4 but shall be entitled to the cash equivalent thereof, and the Partnership shall provide cash in exchange for an assignment of the Ineligible Holder’s share of any distribution in kind. Such payment and assignment shall be treated for purposes hereof as a purchase by the Partnership from the Ineligible Holder of the portion of his Partnership Interest representing his right to receive his share of such distribution in kind. (f) At any time after he can and does certify that he has become an Eligible Holder, an Ineligible Holder may, upon application to the General Partner, request that with respect to any Partnership Interests of such Ineligible Holder not redeemed pursuant to Section 4.9, such Ineligible Holder be admitted as a Partner, and upon approval of the General Partner, such Ineligible Holder shall be admitted as a Partner and shall no longer constitute an Ineligible Holder and the General Partner shall cease to be deemed to be the owner in respect of such Ineligible Holder’s Partnership Interests.

Eligibility Certificates; Ineligible Holders. (a) If at any time the General Partner determines, with the advice of counsel, that: (i) the U.S. federal income tax status (or lack of proof of the U.S. federal income tax status) of one or more Limited Partners (or type of Limited Partners) or their owners creates has or is reasonably likely to create have a substantial risk of an material adverse effect on the rates that can be charged to customers by any Group Member with respect to assets that are subject to regulation by the Federal Energy Regulatory Commission or similar regulatory body (a “Rate Eligibility Trigger”); or (ii) the nationalityany Group Member is subject to any federal, citizenship state or other related status (local law or lack of proof thereof) of one or more Limited Partners (or type of Limited Partners) or their owners creates or is reasonably likely to regulation that would create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest under any federalbased on the nationality, state citizenship or local law other related status of a Limited Partner or regulation its owner(s) (a “Citizenship Eligibility Trigger”); then, the General Partner may adopt such amendments to this Agreement as it determines to be necessary or appropriate to (x) in the case of a Rate Eligibility Trigger, obtain such proof of the U.S. federal income tax status of the Limited Partners and, to the extent relevant, their owners, as the General Partner determines to be necessary or appropriate to reduce the risk of occurrence of a material adverse effect on the rates that can be charged to customers by any Group Member or (y) in the case of a Citizenship Eligibility Trigger, obtain such proof of the nationality, citizenship or other related status of the Limited Partners and, to the extent relevant, their owners as the General Partner determines to be necessary or appropriate to eliminate or mitigate the risk of cancellation or forfeiture of any properties or interests therein. (b) Such amendments may include provisions requiring all Partners to certify as to their (and their owners’) status as Eligible Holders upon demand and on a regular basis, as determined by the General Partner, and may require transferees of Units to so certify prior to being admitted to the Partnership as Partners (any such required certificate, an “Eligibility Certificate”). (c) Such amendments may provide that any Partner who fails to furnish to the General Partner within a reasonable period requested proof of its (and its owners’) status as an FORESIGHT ENERGY LP FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP Eligible Holder or if upon receipt of such Eligibility Certificate or other requested information the General Partner determines that a Limited Partner (or its owner) is not an Eligible Holder (an “Ineligible Holder”), the Partnership Interests owned by such Limited Partner shall be subject to redemption in accordance with the provisions of Section 4.9. In addition, the General Partner shall be substituted and treated as the owner of all Partnership Interests owned by an Ineligible Holder. (d) The General Partner shall, in exercising voting rights in respect of Partnership Interests held by it on behalf of Ineligible Holders, cast such votes in the same manner and in the same ratios as the votes of Partners (including the General Partner and its Affiliates) in respect of Partnership Interests other than those of Ineligible Holders are cast. (e) Upon dissolution of the Partnership, an Ineligible Holder shall have no right to receive a distribution in kind pursuant to Section 12.4 but shall be entitled to the cash equivalent thereof, and the Partnership shall provide cash in exchange for an assignment of the Ineligible Holder’s share of any distribution in kind. Such payment and assignment shall be treated for purposes hereof as a purchase by the Partnership from the Ineligible Holder of the portion of his Partnership Interest representing his right to receive his share of such distribution in kind. (f) At any time after he can and does certify that he has become an Eligible Holder, an Ineligible Holder may, upon application to the General Partner, request that with respect to any Partnership Interests of such Ineligible Holder not redeemed pursuant to Section 4.9, such Ineligible Holder be admitted as a Partner, and upon approval of the General Partner, such Ineligible Holder shall be admitted as a Partner and shall no longer constitute an Ineligible Holder and the General Partner shall cease to be deemed to be the owner in respect of such Ineligible Holder’s Partnership Interests.

Eligibility Certificates; Ineligible Holders. (a) If at any time the General Partner determines, with the advice of counsel, that: (i) the Partnership’s status as other than an association taxable as a corporation for U.S. federal income tax purposes or the failure of the Partnership to be subject to an entity-level tax for U.S. federal, state or local income tax purposes, coupled with the tax status (or lack of proof of the U.S. federal income tax status) of one or more Limited Partners (Partners, has or type of Limited Partners) or their owners creates or is will reasonably likely to create have a substantial risk of an material adverse effect on the rates maximum applicable rate that can be charged to customers by any Group Member with respect to assets that are subject to regulation by Subsidiaries of the Federal Energy Regulatory Commission or similar regulatory body Partnership (a “Rate Eligibility Trigger”); or (ii) the nationalityany Group Member is subject to any federal, citizenship state or other related status (local law or lack of proof thereof) of one or more Limited Partners (or type of Limited Partners) or their owners creates or is reasonably likely to regulation that would create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest under any federalbased on the nationality, state citizenship or local law or regulation other related status of a Partner (a “Citizenship Eligibility Trigger”); then, the General Partner may adopt such amendments to this Agreement as it determines to be necessary or appropriate advisable to (x) in the case of a Rate Eligibility Trigger, obtain such proof of the U.S. federal income tax status of the Limited Partners and, to the extent relevant, their beneficial owners, as the General Partner determines to be necessary to establish those Partners whose U.S. federal income tax status does not or appropriate to reduce the risk of occurrence of would not have a material adverse effect on the rates maximum applicable rate that can be charged to customers by any Group Member Subsidiaries of the Partnership or (y) in the case of a Citizenship Eligibility Trigger, obtain such proof of the nationality, citizenship or other related status of the Limited Partners andPartner (or, to if the extent relevantPartner is a nominee holding for the account of another Person, their owners the nationality, citizenship or other related status of such Person) as the General Partner determines to be necessary to establish and those Partners whose status as a Partner does not or appropriate would not subject any Group Member to eliminate or mitigate the a significant risk of cancellation or forfeiture of any of its properties or interests therein. (b) Such amendments may include provisions requiring all Partners to certify as to their (and their beneficial owners’) status as Eligible Holders upon demand and on a regular basis, as determined by the General Partner, and may require transferees of Units to so certify prior to being admitted to the Partnership as Partners a Partner (any such required certificate, an “Eligibility Certificate”). (c) Such amendments may provide that any Partner who fails to furnish to the General Partner within a reasonable period requested proof of its (and its its’ beneficial owners’) status as an Eligible Holder or if upon receipt of such Eligibility Certificate or other requested information the General Partner determines that a Limited Partner (or its owner) is not an Eligible Holder (such a Partner, an “Ineligible Holder”), the Partnership Interests owned by such Limited Partner shall be subject to redemption in accordance with the provisions of Section 4.9. In addition, the General Partner shall be substituted and treated for all Limited Partners that are Ineligible Holders as the owner Partner in respect of all Partnership Interests owned by an the Ineligible Holder’s Partnership Interests. (d) The General Partner shall, in exercising voting rights in respect of Partnership Interests held by it on behalf of Ineligible Holders, cast such distribute the votes in the same manner and in the same ratios as the votes of Partners (including the General Partner and its Affiliates) in respect of Partnership Interests other than those of Ineligible Holders are cast, either for, against or abstaining as to the matter. (e) Upon dissolution of the Partnership, an Ineligible Holder shall have no right to receive a distribution in kind pursuant to Section 12.4 but shall be entitled to the cash equivalent thereof, and the Partnership shall provide cash in exchange for an assignment of the Ineligible Holder’s share of any distribution in kind. Such payment and assignment shall be treated for Partnership purposes hereof as a purchase by the Partnership from the Ineligible Holder of the portion of his Partnership Interest (representing his right to receive his share of such distribution in kind). (f) At any time after he can and does certify that he has become an Eligible Holder, an Ineligible Holder may, upon application to the General Partner, request that with respect to any Partnership Interests of such Ineligible Holder not redeemed pursuant to Section 4.9, such Ineligible Holder be admitted as a Partner, and upon approval of the General Partner, such Ineligible Holder shall be admitted as a Partner and shall no longer constitute an Ineligible Holder and the General Partner shall cease to be deemed to be the owner Partner in respect of such Ineligible Holder’s Partnership Interests.

Eligibility Certificates; Ineligible Holders. (a) If at any time the General Partner determines, with the advice of counsel, that: (i) the U.S. federal income tax status (or lack of proof of the U.S. federal income tax status) of one or more Limited Partners (or type of Limited Partners) or their beneficial owners creates has, or is reasonably likely to create have, a substantial risk of an material adverse effect on the rates that can be charged to customers by any Group Member with respect to assets that are subject to regulation by the Federal Energy Regulatory Commission or similar regulatory body (a “Rate Eligibility Trigger”); or (ii) the nationalityany Group Member is subject to any federal, citizenship state or other related status (local law or lack of proof thereof) of one or more Limited Partners (or type of Limited Partners) or their owners creates or is reasonably likely to regulation that would create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest under any federalbased on the nationality, state citizenship or local law or regulation other related status of a Limited Partner (a “Citizenship Eligibility Trigger”); then, the General Partner may adopt such amendments to this Agreement as it determines to be necessary or appropriate to (x) in the case of a Rate Eligibility Trigger, obtain such proof of the ALON USA PARTNERS, LP FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP U.S. federal income tax status of the Limited Partners and, to the extent relevant, their beneficial owners, as the General Partner determines to be necessary or appropriate to reduce the risk of the occurrence of a material adverse effect on the rates that can be charged to customers by any Group Member or (y) in the case of a Citizenship Eligibility Trigger, obtain such proof of the nationality, citizenship or other related status of the Limited Partners Partner and, to the extent relevant, their beneficial owners as the General Partner determines to be necessary or appropriate to eliminate or mitigate the a significant risk of cancellation or forfeiture of any properties or interests thereintherein of a Group Member. (b) Such amendments may include provisions requiring all Partners to certify as to their (and their beneficial owners’) status as Eligible Holders upon demand and on a regular basis, as determined by the General Partner, and may require transferees of Units to so certify prior to being admitted to the Partnership as Partners a Partner (any such required certificate, an “Eligibility Certificate”). (c) Such amendments may provide that any Partner who fails to furnish to the General Partner within a reasonable period requested proof of its (and its beneficial owners’) status as an Eligible Holder or if upon receipt of such Eligibility Certificate or other requested information the General Partner determines that a Limited Partner (or its beneficial owner) is not an Eligible Holder (an “Ineligible Holder”), the Partnership Interests owned by such Limited Partner shall be subject to redemption in accordance with the provisions of Section 4.9. In addition, the General Partner shall be substituted and treated as the owner of all Partnership Interests owned by an Ineligible Holder. (d) The General Partner shall, in exercising voting rights in respect of Partnership Interests held by it on behalf of Ineligible Holders, cast such votes in the same manner and in the same ratios as the votes of Partners (including the General Partner and its Affiliates) in respect of Partnership Interests other than those of Ineligible Holders are cast. (e) Upon dissolution of the Partnership, an Ineligible Holder shall have no right to receive a distribution in kind pursuant to Section 12.4 but shall be entitled to the cash equivalent thereof, and the Partnership shall provide cash in exchange for an assignment of the Ineligible Holder’s share of any distribution in kind. Such payment and assignment shall be treated for purposes hereof as a purchase by the Partnership from the Ineligible Holder of the portion of his Partnership Interest representing his right to receive his share of such distribution in kind. (f) At any time after he can and does certify that he has become an Eligible Holder, an Ineligible Holder may, upon application to the General Partner, request that with respect to any Partnership Interests of such Ineligible Holder not redeemed pursuant to Section 4.9, such Ineligible Holder be admitted as a Partner, and upon approval of the General Partner, such Ineligible Holder shall be admitted as a Partner and shall no longer constitute an Ineligible Holder and the General Partner shall cease to be deemed to be the owner in respect of such Ineligible Holder’s Partnership Interests.. ALON USA PARTNERS, LP FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

Eligibility Certificates; Ineligible Holders. (a) If at any time the General Partner determines, with the advice of counsel, that: (i) the U.S. federal income tax status (or lack of proof of the U.S. federal income tax status) of one or more Limited Partners (or type of Limited Partners) or their beneficial owners creates has or is reasonably likely to create have a substantial risk of an material adverse effect on the rates that can be charged to customers by any Group Member with respect to assets that are subject to regulation by the Federal Energy Regulatory Commission or similar regulatory body (a “Rate Eligibility Trigger”); or (ii) the nationalityany Group Member is subject to any federal, citizenship state or other related status (local law or lack of proof thereof) of one or more Limited Partners (or type of Limited Partners) or their owners creates or is reasonably likely to regulation that would create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest under any federalbased on the nationality, state citizenship or local law or regulation other related status of a Limited Partner (a “Citizenship Eligibility Trigger”); then, the General Partner may adopt such amendments to this Agreement as it determines to be necessary or appropriate to (x) in the case of a Rate Eligibility Trigger, obtain such proof of the U.S. federal income tax status of the Limited Partners and, to the extent relevant, their beneficial owners, as the General Partner determines to be necessary or appropriate to reduce the risk of the occurrence of a material adverse effect on the rates that can be charged to customers by any Group Member or (y) in the case of a Citizenship Eligibility Trigger, obtain such proof of the nationality, citizenship or other related status of the Limited Partners Partner and, to the extent relevant, their beneficial owners as the General Partner determines to be necessary or appropriate to eliminate or mitigate the a significant risk of cancellation or forfeiture of any properties or interests thereintherein of a Group Member. (b) Such amendments may include provisions requiring all Partners to certify as to their (and their beneficial owners’) status as Eligible Holders upon demand and on a regular basis, as determined by the General Partner, and may require transferees of Units to so certify prior to being admitted to the Partnership as Partners a Partner (any such required certificate, an “Eligibility Certificate”). (c) Such amendments may provide that any Partner who fails to furnish to the General Partner within a reasonable period requested proof of its (and its beneficial owners’) status as an Eligible Holder or if upon receipt of such Eligibility Certificate or other requested information the General Partner determines that a Limited Partner (or its beneficial owner) is not an Eligible Holder (an “Ineligible Holder”), the Partnership Interests owned by such Limited Partner shall be subject to redemption in accordance with the provisions of Section 4.9. In addition, the General Partner shall be substituted and treated as the owner of all Partnership Interests owned by an Ineligible Holder. (d) The General Partner shall, in exercising voting rights in respect of Partnership Interests held by it on behalf of Ineligible Holders, cast such votes in the same manner and in the same ratios as the votes of Partners (including the General Partner and its Affiliates) in respect of Partnership Interests other than those of Ineligible Holders are cast.. WESTERN REFINING LOGISTICS, LP SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (e) Upon dissolution of the Partnership, an Ineligible Holder shall have no right to receive a distribution in kind pursuant to Section 12.4 but shall be entitled to the cash equivalent thereof, and the Partnership shall provide cash in exchange for an assignment of the Ineligible Holder’s share of any distribution in kind. Such payment and assignment shall be treated for purposes hereof as a purchase by the Partnership from the Ineligible Holder of the portion of his Partnership Interest representing his right to receive his share of such distribution in kind. (f) At any time after he can and does certify that he has become an Eligible Holder, an Ineligible Holder may, upon application to the General Partner, request that with respect to any Partnership Interests of such Ineligible Holder not redeemed pursuant to Section 4.9, such Ineligible Holder be admitted as a Partner, and upon approval of the General Partner, such Ineligible Holder shall be admitted as a Partner and shall no longer constitute an Ineligible Holder and the General Partner shall cease to be deemed to be the owner in respect of such Ineligible Holder’s Partnership Interests.

Eligibility Certificates; Ineligible Holders. (a) If at any time the General Partner determines, with the advice of counsel, that: (i) the U.S. federal income tax status (or lack of proof of the U.S. federal income tax status) of one or more Limited Partners (or type of Limited Partners) or their beneficial owners creates has or is reasonably likely to create have a substantial risk of an material adverse effect on the rates that can be charged to customers by any Group Member with respect to assets that are subject to regulation by the Federal Energy Regulatory Commission or similar regulatory body (a “Rate Eligibility Trigger”); or (ii) the nationalityany Group Member is subject to any federal, citizenship state or other related status (local law or lack of proof thereof) of one or more Limited Partners (or type of Limited Partners) or their owners creates or is reasonably likely to regulation that would create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest under any federalbased on the nationality, state citizenship or local law or regulation other related status of a Limited Partner (a “Citizenship Eligibility Trigger”); then, the General Partner may adopt such amendments to this Agreement as it determines to be necessary or appropriate to (x) in the case of a Rate Eligibility Trigger, obtain such proof of the U.S. federal income tax status of the Limited Partners and, to the extent relevant, their beneficial owners, as the General Partner determines to be necessary or appropriate to reduce the risk of the occurrence of a material adverse effect on the rates that can be charged to customers by any Group Member or (y) in the case of a Citizenship Eligibility Trigger, obtain such proof of the nationality, citizenship or other related status of the Limited Partners Partner and, to the extent relevant, their beneficial owners as the General Partner determines to be necessary or appropriate to eliminate or mitigate the a significant risk of cancellation or forfeiture of any properties or interests thereintherein of a Group Member. (b) Such amendments may include provisions requiring all Partners to certify as to their (and their beneficial owners’) status as Eligible Holders upon demand and on a regular basis, as determined by the General Partner, and may require transferees of Units to so certify prior to being admitted to the Partnership as Partners a Partner (any such required certificate, an “Eligibility Certificate”). (c) Such amendments may provide that any Partner who fails to furnish to the General Partner within a reasonable period requested proof of its (and its beneficial owners’) status as an Eligible Holder or if upon receipt of such Eligibility Certificate or other requested information the General Partner determines that a Limited Partner (or its beneficial owner) is not an Eligible Holder (an “Ineligible Holder”), the Partnership Interests owned by such Limited Partner shall be subject to redemption in accordance with the provisions of Section 4.9. In addition, the General Partner shall be substituted and treated as the owner of all Partnership Interests owned by an Ineligible Holder.. HI-CRUSH PARTNERS LP FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (d) The General Partner shall, in exercising voting rights in respect of Partnership Interests held by it on behalf of Ineligible Holders, cast such votes in the same manner and in the same ratios as the votes of Partners (including the General Partner and its Affiliates) in respect of Partnership Interests other than those of Ineligible Holders are cast. (e) Upon dissolution of the Partnership, an Ineligible Holder shall have no right to receive a distribution in kind pursuant to Section 12.4 but shall be entitled to the cash equivalent thereof, and the Partnership shall provide cash in exchange for an assignment of the Ineligible Holder’s share of any distribution in kind. Such payment and assignment shall be treated for purposes hereof as a purchase by the Partnership from the Ineligible Holder of the portion of his Partnership Interest representing his right to receive his share of such distribution in kind. (f) At any time after he can and does certify that he has become an Eligible Holder, an Ineligible Holder may, upon application to the General Partner, request that with respect to any Partnership Interests of such Ineligible Holder not redeemed pursuant to Section 4.9, such Ineligible Holder be admitted as a Partner, and upon approval of the General Partner, such Ineligible Holder shall be admitted as a Partner and shall no longer constitute an Ineligible Holder and the General Partner shall cease to be deemed to be the owner in respect of such Ineligible Holder’s Partnership Interests.

Eligibility Certificates; Ineligible Holders. (a) If at any time the General Partner determines, with the advice of counsel, that: (i) the U.S. federal income tax status (or lack of proof of the U.S. federal income tax status) of one or more Limited Partners (or type of Limited Partners) or their beneficial owners creates has or is reasonably likely to create have a substantial risk of an material adverse effect on the rates that can be charged to customers by any Group Member with respect to assets that are subject to regulation by the Federal Energy Regulatory Commission or similar regulatory body (a “Rate Eligibility Trigger”); or (ii) the nationalityany Group Member is subject to any federal, citizenship state or other related status (local law or lack of proof thereof) of one or more Limited Partners (or type of Limited Partners) or their owners creates or is reasonably likely to regulation that would create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest under any federalbased on the nationality, state citizenship or local law or regulation other related status of a Limited Partner (a “Citizenship Eligibility Trigger”); then, the General Partner may adopt such amendments to this Agreement as it determines to be necessary or appropriate to (x) in the case of a Rate Eligibility Trigger, obtain such proof of the U.S. federal income tax status of the Limited Partners and, to the extent relevant, their beneficial owners, as the General Partner determines to be necessary or appropriate to reduce the risk of occurrence the occurence of a material adverse effect on the rates that can be charged to customers by any Group Member or (y) in the case of a Citizenship Eligibility Trigger, obtain such proof of the nationality, citizenship or other related status of the Limited Partners Partner and, to the extent relevant, their beneficial owners as the General Partner determines to be necessary or appropriate to eliminate or mitigate the a significant risk of cancellation or forfeiture of any properties or interests thereintherein of a Group Member. (b) Such amendments may include provisions requiring all Partners to certify as to their (and their beneficial owners’) status as Eligible Holders upon demand and on a regular basis, as determined by the General Partner, and may require transferees of Units to so certify prior to being admitted to the Partnership as Partners a Partner (any such required certificate, an “Eligibility Certificate”). (c) Such amendments may provide that any Partner who fails to furnish to the General Partner within a reasonable period requested proof of its (and its beneficial owners’) status as an Eligible Holder or if upon receipt of such Eligibility Certificate or other requested information the General Partner determines that a Limited Partner (or its beneficial owner) is not an Eligible Holder (an “Ineligible Holder”), the Partnership Interests owned by such Limited NORTHERN TIER ENERGY LP FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP Partner shall be subject to redemption in accordance with the provisions of Section 4.9. In addition, the General Partner shall be substituted and treated as the owner of all Partnership Interests owned by an Ineligible Holder. (d) The General Partner shall, in exercising voting rights in respect of Partnership Interests held by it on behalf of Ineligible Holders, cast such votes in the same manner and in the same ratios as the votes of Partners (including the General Partner and its Affiliates) in respect of Partnership Interests other than those of Ineligible Holders are cast. (e) Upon dissolution of the Partnership, an Ineligible Holder shall have no right to receive a distribution in kind pursuant to Section 12.4 but shall be entitled to the cash equivalent thereof, and the Partnership shall provide cash in exchange for an assignment of the Ineligible Holder’s share of any distribution in kind. Such payment and assignment shall be treated for for purposes hereof as a purchase by the Partnership from the Ineligible Holder of the portion of his Partnership Interest representing his right to receive his share of such distribution in kind. (f) At any time after he can and does certify that he has become an Eligible Holder, an Ineligible Holder may, upon application to the General Partner, request that with respect to any Partnership Interests of such Ineligible Holder not redeemed pursuant to Section 4.9, such Ineligible Holder be admitted as a Partner, and upon approval of the General Partner, such Ineligible Holder shall be admitted as a Partner and shall no longer constitute an Ineligible Holder and the General Partner shall cease to be deemed to be the owner in respect of such Ineligible Holder’s Partnership Interests.

Eligibility Certificates; Ineligible Holders. (a) If at any time the General Partner determines, with the advice of counsel, that: (i) the U.S. federal income tax status (or lack of proof of the U.S. federal income tax status) of one or more Limited Partners (or type of Limited Partners) or their owners creates or is reasonably likely to create a substantial risk of an adverse effect on the rates that can be charged to customers by any Group Member with respect to assets that are subject to regulation by the Federal Energy Regulatory Commission or similar regulatory body (a “Rate Eligibility Trigger”); or (ii) the nationality, citizenship or other related status (or lack of proof thereof) of one or more Limited Partners (or type of Limited Partners) or their owners creates or is reasonably likely to create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest under any federal, state or local law or regulation (a “Citizenship Eligibility Trigger”); then, the General Partner may adopt such amendments to this Agreement as it determines to be necessary or appropriate to (x) in the case of a Rate Eligibility Trigger, obtain such proof of the U.S. federal income tax status of the Limited Partners and, to the extent relevant, their owners, as the General Partner determines to be necessary or appropriate to reduce the risk of occurrence of a material adverse effect on the rates that can be charged to customers by any Group Member or (y) in the case of a Citizenship Eligibility Trigger, obtain such proof of the nationality, citizenship or other related status of the Limited Partners and, to the extent relevant, their owners as the General Partner determines to be necessary or appropriate to eliminate or mitigate the risk of cancellation or forfeiture of any properties or interests therein. (b) Such amendments may include provisions requiring all Partners to certify as to their (and their owners’) status as Eligible Holders upon demand and on a regular basis, as determined by the General Partner, and may require transferees of Units to so certify prior to being admitted to the Partnership as Partners (any such required certificate, an “Eligibility Certificate”). (c) Such amendments may provide that any Partner who fails to furnish to the General Partner within a reasonable period requested proof of its (and its owners’) status as an Eligible Holder or if upon receipt of such Eligibility Certificate or other requested information ENVIVA PARTNERS, LP FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP the General Partner determines that a Limited Partner (or its owner) is not an Eligible Holder (an “Ineligible Holder”), the Partnership Interests owned by such Limited Partner shall be subject to redemption in accordance with the provisions of Section 4.9. In addition, the General Partner shall be substituted and treated as the owner of all Partnership Interests owned by an Ineligible Holder. (d) The General Partner shall, in exercising voting rights in respect of Partnership Interests held by it on behalf of Ineligible Holders, cast such votes in the same manner and in the same ratios as the votes of Partners (including the General Partner and its Affiliates) in respect of Partnership Interests other than those of Ineligible Holders are cast. (e) Upon dissolution of the Partnership, an Ineligible Holder shall have no right to receive a distribution in kind pursuant to Section 12.4 but shall be entitled to the cash equivalent thereof, and the Partnership shall provide cash in exchange for an assignment of the Ineligible Holder’s share of any distribution in kind. Such payment and assignment shall be treated for purposes hereof as a purchase by the Partnership from the Ineligible Holder of the portion of his Partnership Interest representing his right to receive his share of such distribution in kind. (f) At any time after he can and does certify that he has become an Eligible Holder, an Ineligible Holder may, upon application to the General Partner, request that with respect to any Partnership Interests of such Ineligible Holder not redeemed pursuant to Section 4.9, such Ineligible Holder be admitted as a Partner, and upon approval of the General Partner, such Ineligible Holder shall be admitted as a Partner and shall no longer constitute an Ineligible Holder and the General Partner shall cease to be deemed to be the owner in respect of such Ineligible Holder’s Partnership Interests.

Eligibility Certificates; Ineligible Holders. (a) If at any time the General Partner Board of Directors determines, with the advice of counsel, that: (i) the U.S. federal income tax status (or lack of proof of the U.S. federal income tax status) of one or more Limited Partners (or type of Limited Partners) or their owners creates or is reasonably likely to create a substantial risk of an adverse effect on the rates that can be charged to customers by any Group Member with respect to assets that are is subject to any federal, state or local law or regulation by the Federal Energy Regulatory Commission or similar regulatory body (a “Rate Eligibility Trigger”); or (ii) the nationality, citizenship or other related status (or lack of proof thereof) of one or more Limited Partners (or type of Limited Partners) or their owners creates or is reasonably likely to that would create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest under any federalbased on the nationality, state citizenship or local law or regulation (other related status of a “Citizenship Eligibility Trigger”); then, Member then the General Partner Board of Directors may adopt such amendments to this Agreement as it determines to be necessary or appropriate advisable to (x) in the case of a Rate Eligibility Trigger, obtain such proof of the U.S. federal income tax status of the Limited Partners and, to the extent relevant, their owners, as the General Partner determines to be necessary or appropriate to reduce the risk of occurrence of a material adverse effect on the rates that can be charged to customers by any Group Member or (y) in the case of a Citizenship Eligibility Trigger, obtain such proof of the nationality, citizenship or other related status of the Limited Partners andMember (or, to if the extent relevantMember is a nominee holding for the account of another Person, their owners the nationality, citizenship or other related status of such Person) as the General Partner Board of Directors determines to be necessary or appropriate advisable to eliminate establish those Members whose status as Members does not or mitigate the would not subject any Group Member to a significant risk of cancellation or forfeiture of any of its properties or interests therein. (b) Such amendments may include provisions requiring all Partners Members to certify as to their (and their beneficial owners’) status as Eligible Holders upon demand and on a regular basis, as determined by the General PartnerBoard of Directors, and may require transferees of Units Company Securities to so certify prior to being admitted to the Partnership Company as Partners a Member (any such required certificate, an “Eligibility Certificate”). (c) Such amendments may provide that any Partner Member (and its beneficial owners) who fails to furnish to the General Partner Company, within a reasonable period requested after a request, an Eligibility Certificate and any other information and proof of its (and its beneficial owners’) status as an Eligible Holder Holder, or if upon receipt of such Eligibility Certificate or other requested information the General Partner Board of Directors determines that a Limited Partner (or its owner) Member is not an Eligible Holder (such a Member, an “Ineligible Holder”), the Partnership Interests Company Securities owned by such Limited Partner Member shall be subject to redemption in accordance with the provisions of Section 4.94.8. In addition, the General Partner Company shall be substituted and treated for any Member that is an Ineligible Holder as the owner Member in respect of all Partnership Interests owned by an the Ineligible Holder’s Company Securities. (d) The General Partner Company shall, in exercising voting rights in respect of Partnership Interests Company Securities held by it on behalf of Ineligible Holders, cast such distribute the votes in the same manner and in ratios or for the same ratios candidates for election as Directors as the votes of Partners (including the General Partner and its Affiliates) Members in respect of Partnership Interests Company Securities other than those of Ineligible Holders are cast, either for, against or abstaining as to the matter. (e) Upon dissolution of the PartnershipCompany, an Ineligible Holder shall have no right to receive a distribution in kind pursuant to Section 12.4 11.3 but shall be entitled to the cash equivalent thereof, and the Partnership Company shall provide cash in exchange for an assignment of the Ineligible Holder’s share of any distribution in kind. Such payment and assignment shall be treated for Company purposes hereof as a purchase by the Partnership Company from the Ineligible Holder of its Company Securities (representing the portion of his Partnership Interest representing his right to receive his its share of such distribution in kind). (f) At any time after he a holder can and does certify that he it has become an Eligible Holder, an Ineligible Holder may, upon application to the General PartnerBoard of Directors, request that with respect to any Partnership Interests Company Securities of such Ineligible Holder not redeemed pursuant to Section 4.94.8, such Ineligible Holder be admitted as a PartnerHolder, and upon approval of the General PartnerBoard of Directors, such Ineligible Holder shall be admitted as a Partner and shall no longer constitute an Ineligible Holder Holder, and the General Partner Company shall cease to be deemed to be the owner Member in respect of such Ineligible Holder’s Partnership InterestsCompany Securities.

Eligibility Certificates; Ineligible Holders. (a) If at any time the General Partner determines, with the advice of counsel, that: (i) the Partnership’s status other than as an association taxable as a corporation for U.S. federal income tax purposes or the failure of the Partnership otherwise to be subject to an entity-level tax for U.S. federal, state or local income tax purposes, coupled with the tax status (or lack of proof of the U.S. federal income tax status) of one or more Limited Partners (Partners, has or type of Limited Partners) or their owners creates or is will reasonably likely to create have a substantial risk of an material adverse effect on the rates maximum applicable rate that can be charged to customers by any Group Member with respect to assets that are subject to regulation by Subsidiaries of the Federal Energy Regulatory Commission or similar regulatory body Partnership (a “Rate Eligibility Trigger”); or (ii) the nationalityany Group Member is subject to any federal, citizenship state or other related status (local law or lack of proof thereof) of one or more Limited Partners (or type of Limited Partners) or their owners creates or is reasonably likely to regulation that would create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest under any federalbased on the nationality, state citizenship or local law or regulation other related status of a Limited Partner (a “Citizenship Eligibility Trigger”); then, in each of cases (i) and (ii), the General Partner may adopt such amendments to this Agreement as it determines to be necessary or appropriate advisable to (xA) in the case of a Rate Eligibility Trigger, obtain such proof of the U.S. federal income tax status of the Limited Partners and, to the extent relevant, their beneficial owners, as the General Partner determines to be necessary or appropriate advisable to reduce the risk of occurrence of establish those Limited Partners whose U.S. federal income tax status does not or would not have a material adverse effect on the rates maximum applicable rate that can be charged to customers by any Group Member or (yB) in the case of a Citizenship Eligibility Trigger, obtain such proof of the nationality, citizenship or other related status of the Limited Partners andPartner (or, to if the extent relevantPartner is a nominee holding for the account of another Person, their owners the nationality, citizenship or other related status of such Person) as the General Partner determines to be necessary or appropriate advisable to eliminate establish those Partners whose status as Partners does not or mitigate the would not subject any Group Member to a significant risk of cancellation or forfeiture of any of its properties or interests therein. (b) Such amendments may include provisions requiring all Limited Partners to certify as to their (and their beneficial owners’) status as Eligible Holders upon demand and on a regular basis, as determined by the General Partner, and may require transferees of Units to so certify prior to being admitted to the Partnership as Partners a Limited Partner (any such required certificate, an “Eligibility Certificate”). (c) Such amendments may provide that any Limited Partner (and its beneficial owners) who fails to furnish to the General Partner Partner, within a reasonable period requested after a request, an Eligibility Certificate and any other information and proof of its (and its beneficial owners’) status as an Eligible Holder Holder, or if upon receipt of such Eligibility Certificate or other requested information the General Partner determines that a Limited Partner (or its owner) is not an Eligible Holder (such a Limited Partner, an “Ineligible Holder”), the Partnership Limited Partner Interests owned by such Limited Partner shall be subject to redemption in accordance with the provisions of Section 4.94.10. In addition, the General Partner shall be substituted and treated for any Limited Partner that is an Ineligible Holder as the owner Limited Partner in respect of all Partnership Interests owned by an the Ineligible Holder’s Limited Partner Interests. (d) The General Partner shall, in exercising voting rights in respect of Partnership Interests held by it on behalf of Ineligible Holders, cast such distribute the votes in the same manner and in the same ratios as the votes of Limited Partners (including the General Partner and its Affiliates) in respect of Partnership Limited Partner Interests other than those of Ineligible Holders are cast, either for, against or abstaining as to the matter. (e) Upon dissolution of the Partnership, an Ineligible Holder shall have no right to receive a distribution in kind pursuant to Section 12.4 but shall be entitled to the cash equivalent thereof, and the Partnership shall provide cash in exchange for an assignment of the Ineligible Holder’s share of any distribution in kind. Such payment and assignment shall be treated for Partnership purposes hereof as a purchase by the Partnership from the Ineligible Holder of its Limited Partner Interest (representing the portion of his Partnership Interest representing his right to receive his its share of such distribution in kind). (f) At any time after he a holder can and does certify that he it has become an Eligible Holder, an Ineligible Holder may, upon application to the General Partner, request that with respect to any Partnership Limited Partner Interests of such Ineligible Holder not redeemed pursuant to Section 4.94.10, such Ineligible Holder be admitted as a PartnerHolder, and upon approval of the General Partner, such Ineligible Holder shall be admitted as a Partner and shall no longer constitute an Ineligible Holder Holder, and the General Partner shall cease to be deemed to be the owner Limited Partner in respect of such Ineligible Holder’s Partnership Limited Partner Interests.

Eligibility Certificates; Ineligible Holders. (a) If at any time the General Partner determines, with the advice of counsel, that: (i) the Partnership’s status other than as an association taxable as a corporation for U.S. federal income tax purposes or the failure of the Partnership otherwise to be subject to an entity-level tax for U.S. federal, state or local income tax purposes, coupled with the tax status (or lack of proof of the U.S. federal income tax status) of one or more Limited Partners (Partners, has or type of Limited Partners) or their owners creates or is will reasonably likely to create have a substantial risk of an material adverse effect on the rates maximum applicable rate that can be charged to customers by any Group Member with respect to assets that are subject to regulation by Subsidiaries of the Federal Energy Regulatory Commission or similar regulatory body Partnership (a “Rate Eligibility Trigger”); or, or SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (ii) the nationalityany Group Member is subject to any federal, citizenship state or other related status (local law or lack of proof thereof) of one or more Limited Partners (or type of Limited Partners) or their owners creates or is reasonably likely to regulation that would create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest under any federalbased on the nationality, state citizenship or local law or regulation other related status of a Limited Partner (a “Citizenship Eligibility Trigger”); then, the General Partner may adopt such amendments to this Agreement as it determines to be necessary or appropriate advisable to (x) in the case of a Rate Eligibility Trigger, obtain such proof of the U.S. federal income tax status of the Limited Partners and, to the extent relevant, their beneficial owners, as the General Partner determines to be necessary to establish those Limited Partners whose federal income tax status does not or appropriate to reduce the risk of occurrence of would not have a material adverse effect on the rates maximum applicable rate that can be charged to customers by any Group Member Subsidiaries of the Partnership or (y) in the case of a Citizenship Eligibility Trigger, obtain such proof of the nationality, citizenship or other related status (or, if the General Partner is a nominee holding for the account of another Person, the nationality, citizenship or other related status of such Person) of the Limited Partners and, to the extent relevant, their owners Partner as the General Partner determines to be necessary to establish and those Limited Partners whose status as a Limited Partner does not or appropriate would not subject any Group Member to eliminate or mitigate the a significant risk of cancellation or forfeiture of any of its properties or interests therein. (b) Such amendments may include provisions requiring all Limited Partners to certify as to their (and their beneficial owners’) status as Eligible Holders upon demand and on a regular basis, as determined by the General Partner, and may require transferees of Units to so certify prior to being admitted to the Partnership as Partners a Limited Partner (any such required certificate, an “Eligibility Certificate”). (c) Such amendments may provide that any Limited Partner who fails to furnish to the General Partner within a reasonable period requested proof of its (and its beneficial owners’) status as an Eligible Holder or if upon receipt of such Eligibility Certificate or other requested information the General Partner determines that a Limited Partner (or its owner) is not an Eligible Holder (such a Limited Partner an “Ineligible Holder”), the Partnership Limited Partner Interests owned by such Limited Partner shall be subject to redemption in accordance with the provisions of Section 4.94.10. In addition, the General Partner shall be substituted and treated for all Limited Partners that are Ineligible Holder as the owner Limited Partner in respect of all Partnership Interests owned by an the Ineligible Holder’s Limited Partner Interests. (d) The General Partner shall, in exercising voting rights in respect of Partnership Limited Partner Interests held by it on behalf of Ineligible Holders, cast such distribute the votes in the same manner and in the same ratios as the votes of Limited Partners (including the General Partner and its Affiliates) in respect of Partnership Limited Partner Interests other than those of Ineligible Holders are cast, either for, against or abstaining as to the matter. (e) Upon dissolution of the Partnership, an Ineligible Holder shall have no right to receive a distribution in kind pursuant to Section 12.4 but shall be entitled to the cash equivalent thereof, and the Partnership shall provide cash in exchange for an assignment of the Ineligible Holder’s share of any distribution in kind. Such payment and assignment shall be treated for Partnership purposes hereof as a purchase by the Partnership from the Ineligible Holder of the portion of his Partnership Limited Partner Interest (representing his right to receive his share of such distribution in kind.). SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (f) At any time after he an Ineligible Holder can and does certify that he it has become an Eligible Holder, an Ineligible Holder may, upon application to the General Partner, request that with respect to any Partnership Limited Partner Interests of such Ineligible Holder not redeemed pursuant to Section 4.94.10, such Ineligible Holder be admitted as a Limited Partner, and upon approval of the General Partner, such Ineligible Holder shall be admitted as a Limited Partner and shall no longer constitute an Ineligible Holder and the General Partner shall cease to be deemed to be the owner Limited Partner in respect of such the Ineligible Holder’s Partnership Limited Partner Interests.

Eligibility Certificates; Ineligible Holders. (a) If at any time the General Partner determines, with the advice of counsel, that:, (i) the U.S. federal income tax status (or lack of proof of the U.S. federal income tax status) of one or more Limited Partners (or type of Limited Partners) or their owners creates has or is reasonably likely to create have a substantial risk of an material adverse effect on the rates that can be charged to customers by any Group Member with respect to assets that are subject to regulation by the Federal Energy Regulatory Commission or similar regulatory body (a “Rate Eligibility Trigger”); or (ii) the nationalityany Group Member is subject to any federal, citizenship state or other related status (local law or lack of proof thereof) of one or more Limited Partners (or type of Limited Partners) or their owners creates or is reasonably likely to regulation that would create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest under any federalbased on the nationality, state citizenship or local law other related status of one or regulation more Limited Partners or their owners (a “Citizenship Eligibility Trigger”); then, the General Partner Partner, without the approval of any Limited Partner, may adopt such amendments to this Agreement as it determines to be necessary or appropriate to (xA) in the case of a Rate Eligibility Trigger, obtain such proof of the U.S. federal income tax status of the such Limited Partners and, to the extent relevant, their owners, as the General Partner determines to be necessary or appropriate to reduce the risk of occurrence of a material adverse effect on the rates that can be charged to customers by any Group Member or (yB) in the case of a Citizenship Eligibility Trigger, obtain such proof of the nationality, citizenship or other related status of the such Limited Partners and, to the extent relevant, their owners owners, as the General Partner determines to be necessary or appropriate to eliminate or mitigate the risk of cancellation or forfeiture of any properties or interests therein. (b) Such amendments Amendments adopted pursuant to this Section 4.9 may include provisions requiring all Limited Partners to certify as to their (and their owners’) status as Eligible Holders upon demand and on a regular basis, as determined by the General Partner, and may require transferees of Units to so certify prior to being admitted to the Partnership as Limited Partners (any such required certificate, an “Eligibility Certificate”). (c) Such amendments Amendments adopted pursuant to this Section 4.9 may provide that (i) any Limited Partner who fails to furnish to the General Partner Partner, within a reasonable period period, requested proof of its (and its owners’) status as an Eligible Holder or (ii) if upon receipt of such Eligibility Certificate or other requested information the General Partner determines that a Limited Partner (or its owner) is not an Eligible Holder (an “Ineligible Holder”), the Partnership Limited Partner Interests owned by such Limited Partner shall be subject to redemption in accordance with the provisions of Section 4.9redemption. In addition, the General Partner shall be substituted and treated as the owner of all Partnership Limited Partner Interests owned by an Ineligible Holder. (d) If the General Partner adopts amendments pursuant to this Section 4.9 providing for the redemption of Limited Partner Interests, the aggregate redemption price for Redeemable Interests shall be an amount equal to the Current Market Price (the date of determination of which shall be the date fixed for redemption) of Limited Partner Interests of the class to be so redeemed multiplied by the number of Limited Partner Interests of each such class included among the Redeemable Interests. The redemption price shall be paid, as determined by the General Partner, in cash or by delivery of a promissory note of the Partnership in the principal amount of the redemption price, bearing interest at the rate of 5% annually and payable in three equal annual installments of principal together with accrued interest, commencing one year after the redemption date. (e) The General Partner shall, in exercising exercising, or abstaining from exercising, voting rights in respect of Partnership Limited Partner Interests held by it on behalf of Ineligible Holders, cast such distribute the votes or abstentions in the same manner and in the same ratios as the votes of Limited Partners (including the General Partner and its Affiliates) in respect of Partnership Limited Partner Interests other than those of Ineligible Holders are castdistributed, either casting votes for or against or abstaining as to the matter. (ef) Upon dissolution of the Partnership, an Ineligible Holder shall have no right to receive a distribution in kind pursuant to Section 12.4 but shall be entitled to the cash equivalent thereof, and the Partnership shall provide cash in exchange for an assignment of the Ineligible Holder’s share of any distribution in kind. Such payment and assignment shall be treated for Partnership purposes hereof as a purchase by the Partnership from the Ineligible Holder of its Limited Partner Interests (representing the portion of his Partnership Interest representing his right to receive his its share of such distribution in kind). (fg) At any time after he an Ineligible Holder can and does certify that he it has become an Eligible Holder, an such Ineligible Holder may, upon application to the General Partner, request that with respect to any Partnership Limited Partner Interests of such Ineligible Holder not redeemed pursuant to Section 4.9redeemed, such Ineligible Holder be admitted as a Limited Partner, and upon approval of the General Partner, such Ineligible Holder shall be admitted as a Limited Partner and shall no longer constitute an Ineligible Holder Holder, and the General Partner shall cease to be deemed to be the owner in respect of such Ineligible Holder’s Partnership Limited Partner Interests.

Eligibility Certificates; Ineligible Holders. (a) If at any time the General Partner determines, with the advice of counsel, that: (i) the Partnership’s status other than as an association taxable as a corporation for U.S. federal income tax purposes or the failure of the Partnership otherwise to be subject to an entity-level tax for U.S. federal, state or local income tax purposes, coupled with the tax status (or lack of proof of the U.S. federal income tax status) of one or more Limited Partners (Partners, has or type of Limited Partners) or their owners creates or is will reasonably likely to create have a substantial risk of an material adverse effect on the rates maximum applicable rate that can be charged to customers by any Group Member with respect to assets that are subject to regulation by Subsidiaries of the Federal Energy Regulatory Commission or similar regulatory body Partnership (a “Rate Eligibility Trigger”); or, or CHESAPEAKE MIDSTREAM PARTNERS, L.P. FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (ii) the nationalityany Group Member is subject to any federal, citizenship state or other related status (local law or lack of proof thereof) of one or more Limited Partners (or type of Limited Partners) or their owners creates or is reasonably likely to regulation that would create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest under any federalbased on the nationality, state citizenship or local law or regulation other related status of a Limited Partner (a “Citizenship Eligibility Trigger”); then, the General Partner may adopt such amendments to this Agreement as it determines to be necessary or appropriate advisable to (x) in the case of a Rate Eligibility Trigger, obtain such proof of the U.S. federal income tax status of the Limited Partners and, to the extent relevant, their beneficial owners, as the General Partner determines to be necessary to establish those Limited Partners whose federal income tax status does not or appropriate to reduce the risk of occurrence of would not have a material adverse effect on the rates maximum applicable rate that can be charged to customers by any Group Member Subsidiaries of the Partnership or (y) in the case of a Citizenship Eligibility Trigger, obtain such proof of the nationality, citizenship or other related status (or, if the General Partner is a nominee holding for the account of another Person, the nationality, citizenship or other related status of such Person) of the Limited Partners and, to the extent relevant, their owners Partner as the General Partner determines to be necessary to establish and those Limited Partners whose status as a Limited Partner does not or appropriate would not subject any Group Member to eliminate or mitigate the a significant risk of cancellation or forfeiture of any of its properties or interests therein. (b) Such amendments may include provisions requiring all Limited Partners to certify as to their (and their beneficial owners’) status as Eligible Holders upon demand and on a regular basis, as determined by the General Partner, and may require transferees of Units to so certify prior to being admitted to the Partnership as Partners a Limited Partner (any such required certificate, an “Eligibility Certificate”). (c) Such amendments may provide that any Limited Partner who fails to furnish to the General Partner within a reasonable period requested proof of its (and its beneficial owners’) status as an Eligible Holder or if upon receipt of such Eligibility Certificate or other requested information the General Partner determines that a Limited Partner (or its owner) is not an Eligible Holder (such a Limited Partner an “Ineligible Holder”), the Partnership Limited Partner Interests owned by such Limited Partner shall be subject to redemption in accordance with the provisions of Section 4.94.10. In addition, the General Partner shall be substituted and treated for all Limited Partners that are Ineligible Holder as the owner Limited Partner in respect of all Partnership Interests owned by an the Ineligible Holder’s Limited Partner Interests. (d) The General Partner shall, in exercising voting rights in respect of Partnership Limited Partner Interests held by it on behalf of Ineligible Holders, cast such distribute the votes in the same manner and in the same ratios as the votes of Limited Partners (including the General Partner and its Affiliates) in respect of Partnership Limited Partner Interests other than those of Ineligible Holders are cast, either for, against or abstaining as to the matter. (e) Upon dissolution of the Partnership, an Ineligible Holder shall have no right to receive a distribution in kind pursuant to Section 12.4 but shall be entitled to the cash equivalent thereof, and the Partnership shall provide cash in exchange for an assignment of the Ineligible CHESAPEAKE MIDSTREAM PARTNERS, L.P. FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP Holder’s share of any distribution in kind. Such payment and assignment shall be treated for Partnership purposes hereof as a purchase by the Partnership from the Ineligible Holder of the portion of his Partnership Limited Partner Interest (representing his right to receive his share of such distribution in kind). (f) At any time after he can and does certify that he has become an Eligible Holder, an Ineligible Holder may, upon application to the General Partner, request that with respect to any Partnership Limited Partner Interests of such Ineligible Holder not redeemed pursuant to Section 4.94.10, such Ineligible Holder be admitted as a Limited Partner, and upon approval of the General Partner, such Ineligible Holder shall be admitted as a Limited Partner and shall no longer constitute an Ineligible Holder and the General Partner shall cease to be deemed to be the owner Limited Partner in respect of such the Ineligible Holder’s Partnership Limited Partner Interests.

Eligibility Certificates; Ineligible Holders. (a) If at any time the General Partner determines, with the advice of counsel, that: (i) the U.S. federal income tax status (or lack of proof of the U.S. federal income tax status) of one or more Limited Partners (or type of Limited Partners) or their beneficial owners creates has or is reasonably likely to create have a substantial risk of an material adverse effect on the rates that can be charged to customers by any Group Member with respect to assets that are subject to regulation by the Federal Energy Regulatory Commission or similar regulatory body (a “Rate Eligibility Trigger”); or (ii) the nationalityany Group Member is subject to any federal, citizenship state or other related status (local law or lack of proof thereof) of one or more Limited Partners (or type of Limited Partners) or their owners creates or is reasonably likely to regulation that would create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest under any federalbased on the nationality, state citizenship or local law or regulation other related status of a Limited Partner (a “Citizenship Eligibility Trigger”); then, the General Partner may adopt such amendments to this Agreement as it determines to be necessary or appropriate to (x) in the case of a Rate Eligibility Trigger, obtain such proof of the U.S. federal income tax status of the Limited Partners and, to the extent relevant, their beneficial owners, as the General Partner determines to be necessary or appropriate to reduce the risk of the occurrence of a material adverse effect on the rates that can be charged to customers by any Group Member or (y) in the case of a Citizenship Eligibility Trigger, obtain such proof of the nationality, citizenship or other related status of the Limited Partners Partner and, to the extent relevant, their beneficial owners as the General Partner determines to be necessary or appropriate to eliminate or mitigate the a significant risk of cancellation or forfeiture of any properties or interests thereintherein of a Group Member. (b) Such amendments may include provisions requiring all Partners to certify as to their (and their beneficial owners’) status as Eligible Holders upon demand and on a regular basis, as determined by the General Partner, and may require transferees of Units to so certify prior to being admitted to the Partnership as Partners a Partner (any such required certificate, an “Eligibility Certificate”). (c) Such amendments may provide that any Partner who fails to furnish to the General Partner within a reasonable period requested proof of its (and its beneficial owners’) status as an Eligible Holder or if upon receipt of such Eligibility Certificate or other requested information the General Partner determines that a Limited Partner (or its beneficial owner) is not an Eligible Holder (an “Ineligible Holder”), the Partnership Interests owned by such Limited Partner shall be subject to redemption in accordance with the provisions of Section 4.9. In addition, the General Partner shall be substituted and treated as the owner of all Partnership Interests owned by an Ineligible Holder.. HI-CRUSH PARTNERS LP THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (d) The General Partner shall, in exercising voting rights in respect of Partnership Interests held by it on behalf of Ineligible Holders, cast such votes in the same manner and in the same ratios as the votes of Partners (including the General Partner and its Affiliates) in respect of Partnership Interests other than those of Ineligible Holders are cast. (e) Upon dissolution of the Partnership, an Ineligible Holder shall have no right to receive a distribution in kind pursuant to Section 12.4 but shall be entitled to the cash equivalent thereof, and the Partnership shall provide cash in exchange for an assignment of the Ineligible Holder’s share of any distribution in kind. Such payment and assignment shall be treated for purposes hereof as a purchase by the Partnership from the Ineligible Holder of the portion of his Partnership Interest representing his right to receive his share of such distribution in kind. (f) At any time after he can and does certify that he has become an Eligible Holder, an Ineligible Holder may, upon application to the General Partner, request that with respect to any Partnership Interests of such Ineligible Holder not redeemed pursuant to Section 4.9, such Ineligible Holder be admitted as a Partner, and upon approval of the General Partner, such Ineligible Holder shall be admitted as a Partner and shall no longer constitute an Ineligible Holder and the General Partner shall cease to be deemed to be the owner in respect of such Ineligible Holder’s Partnership Interests.

Eligibility Certificates; Ineligible Holders. (a) If at any time the General Partner determines, with the advice of counsel, that: (i) the Partnership’s status as other than an association taxable as a corporation for U.S. federal income tax purposes or the failure of the Partnership to be subject to an entity-level tax for U.S. federal, state or local income tax purposes, coupled with the tax status (or lack of proof of the U.S. federal income tax status) of one or more Limited Partners (Partners, has or type of Limited Partners) or their owners creates or is will reasonably likely to create have a substantial risk of an material adverse effect on the rates maximum applicable rate that can be charged to customers by any Group Member with respect to assets that are subject to regulation by Subsidiaries of the Federal Energy Regulatory Commission or similar regulatory body Partnership (a “Rate Eligibility Trigger”); or (ii) the nationalityany Group Member is subject to any federal, citizenship state or other related status (local law or lack of proof thereof) of one or more Limited Partners (or type of Limited Partners) or their owners creates or is reasonably likely to regulation that would create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest under any federalbased on the nationality, state citizenship or local law or regulation other related status of a Partner (a “Citizenship Eligibility Trigger”); then, the General Partner may adopt such amendments to this Agreement as it determines to be necessary or appropriate advisable to (x) in the case of a Rate Eligibility Trigger, obtain such proof of the U.S. federal income tax status of the Limited Partners and, to the extent relevant, their beneficial owners, as the General Partner determines to be necessary to establish those Partners whose U.S. federal income tax status does not or appropriate to reduce the risk of occurrence of would not have a material adverse effect on the rates maximum applicable rate that can be charged to customers by any Group Member Subsidiaries of the Partnership or (y) in the Table of Contents case of a Citizenship Eligibility Trigger, obtain such proof of the nationality, citizenship or other related status of the Limited Partners andPartner (or, to if the extent relevantPartner is a nominee holding for the account of another Person, their owners the nationality, citizenship or other related status of such Person) as the General Partner determines to be necessary to establish and those Partners whose status as a Partner does not or appropriate would not subject any Group Member to eliminate or mitigate the a significant risk of cancellation or forfeiture of any of its properties or interests therein. (b) Such amendments may include provisions requiring all Partners to certify as to their (and their beneficial owners’) status as Eligible Holders upon demand and on a regular basis, as determined by the General Partner, and may require transferees of Units to so certify prior to being admitted to the Partnership as Partners a Partner (any such required certificate, an “Eligibility Certificate”). (c) Such amendments may provide that any Partner who fails to furnish to the General Partner within a reasonable period requested proof of its (and its its’ beneficial owners’) status as an Eligible Holder or if upon receipt of such Eligibility Certificate or other requested information the General Partner determines that a Limited Partner (or its owner) is not an Eligible Holder (such a Partner, an “Ineligible Holder”), the Partnership Interests owned by such Limited Partner shall be subject to redemption in accordance with the provisions of Section 4.9. In addition, the General Partner shall be substituted and treated for all Limited Partners that are Ineligible Holders as the owner Partner in respect of all Partnership Interests owned by an the Ineligible Holder’s Partnership Interests. (d) The General Partner shall, in exercising voting rights in respect of Partnership Interests held by it on behalf of Ineligible Holders, cast such distribute the votes in the same manner and in the same ratios as the votes of Partners (including the General Partner and its Affiliates) in respect of Partnership Interests other than those of Ineligible Holders are cast, either for, against or abstaining as to the matter. (e) Upon dissolution of the Partnership, an Ineligible Holder shall have no right to receive a distribution in kind pursuant to Section 12.4 but shall be entitled to the cash equivalent thereof, and the Partnership shall provide cash in exchange for an assignment of the Ineligible Holder’s share of any distribution in kind. Such payment and assignment shall be treated for Partnership purposes hereof as a purchase by the Partnership from the Ineligible Holder of the portion of his Partnership Interest (representing his right to receive his share of such distribution in kind). (f) At any time after he can and does certify that he has become an Eligible Holder, an Ineligible Holder may, upon application to the General Partner, request that with respect to any Partnership Interests of such Ineligible Holder not redeemed pursuant to Section 4.9, such Ineligible Holder be admitted as a Partner, and upon approval of the General Partner, such Ineligible Holder shall be admitted as a Partner and shall no longer constitute an Ineligible Holder and the General Partner shall cease to be deemed to be the owner Partner in respect of such Ineligible Holder’s Partnership Interests.

Eligibility Certificates; Ineligible Holders. (a) If at any time the General Partner determines, with the advice of counsel, that: (i) the U.S. federal income tax status (or lack of proof of the U.S. federal income tax status) of one or more Limited Partners (or type of Limited Partners) or their owners creates has or is reasonably likely to create have a substantial risk of an material adverse effect on the rates that can be charged to customers by any Group Member with respect to on assets that are subject to regulation by the Federal Energy Regulatory Commission or similar analogous regulatory body (a “Rate Eligibility Trigger”); or (ii) the nationalityany Group Member is subject to any federal, citizenship state or other related status (local law or lack of proof thereof) of one or more Limited Partners (or type of Limited Partners) or their owners creates or is reasonably likely to regulation that would create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest under any federalbased on the nationality, state citizenship or local law or regulation other related status of a Partner (a “Citizenship Eligibility Trigger”); Oiltanking Partners, L.P. First Amended and Restated Agreement of Limited Partnership then, the General Partner may adopt such amendments to this Agreement as it determines to be necessary or appropriate advisable to (x) in the case of a Rate Eligibility Trigger, obtain such proof of the U.S. federal income tax status of the Limited Partners and, to the extent relevant, their beneficial owners, as the General Partner determines to be necessary to establish those Limited Partners whose U.S. federal income tax status does not or appropriate to reduce the risk of occurrence of would not have a material adverse effect on the rates that can be charged to customers by any Group Member or (y) in the case of a Citizenship Eligibility Trigger, obtain such proof of the nationality, citizenship or other related status of the Limited Partners andPartner (or, to if the extent relevantPartner is a nominee holding for the account of another Person, their owners the nationality, citizenship or other related status of such Person) as the General Partner determines to be necessary to establish those Partners whose status as Partners does not or appropriate would not subject any Group Member to eliminate or mitigate the a significant risk of cancellation or forfeiture of any of its properties or interests therein. (b) Such amendments may include provisions requiring all Partners to certify as to their (and their beneficial owners’) status as Eligible Holders upon demand and on a regular basis, as determined by the General Partner, and may require transferees of Units to so certify prior to being admitted to the Partnership as Partners a Partner (any such required certificate, an “Eligibility Certificate”). (c) Such amendments may provide that any Partner who fails to furnish to the General Partner within a reasonable period requested proof of its (and its beneficial owners’) status as an Eligible Holder or if upon receipt of such Eligibility Certificate or other requested information the General Partner determines that a Limited Partner (or its owner) is not an Eligible Holder (such a Partner, an “Ineligible Holder”), the Partnership Interests owned by such Limited Partner shall be subject to redemption in accordance with the provisions of Section 4.9. In addition, the General Partner shall be substituted and treated for all Limited Partners that are Ineligible Holders as the owner Partner in respect of all Partnership Interests owned by an the Ineligible Holder’s Partnership Interests. (d) The General Partner shall, in exercising voting rights in respect of Partnership Interests held by it on behalf of Ineligible Holders, cast such distribute the votes in the same manner and in the same ratios as the votes of Partners (including the General Partner and its Affiliates) in respect of Partnership Interests other than those of Ineligible Holders are cast, either for, against or abstaining as to the matter. (e) Upon dissolution of the Partnership, an Ineligible Holder shall have no right to receive a distribution in kind pursuant to Section 12.4 but shall be entitled to the cash equivalent thereof, and the Partnership shall provide cash in exchange for an assignment of the Ineligible Holder’s share of any distribution in kind. Such payment and assignment shall be treated for Partnership purposes hereof as a purchase by the Partnership from the Ineligible Holder of the portion of his Partnership Interest (representing his right to receive his share of such distribution in kind). (f) At any time after he can and does certify that he has become an Eligible Holder, an Ineligible Holder may, upon application to the General Partner, request that with respect to any Partnership Interests of such Ineligible Holder not redeemed pursuant to Section 4.9, such Oiltanking Partners, L.P. First Amended and Restated Agreement of Limited Partnership Ineligible Holder be admitted as a Partner, and upon approval of the General Partner, such Ineligible Holder shall be admitted as a Partner and shall no longer constitute an Ineligible Holder and the General Partner shall cease to be deemed to be the owner Partner in respect of such Ineligible Holder’s Partnership Interests.

Eligibility Certificates; Ineligible Holders. (a) If at any time the General Partner determines, with the advice of counsel, that: (i) the U.S. federal income tax status (or lack of proof of the U.S. federal income tax status) of one or more Limited Partners (or type of Limited Partners) or their owners creates has or is reasonably likely to create have a substantial risk of an material adverse effect on the rates that can be charged to customers by any Group Member with respect to assets that are subject to regulation by the Federal Energy Regulatory Commission or similar regulatory body (a “Rate Eligibility Trigger”); or (ii) the nationalityany Group Member is subject to any federal, citizenship state or other related status (local law or lack of proof thereof) of one or more Limited Partners (or type of Limited Partners) or their owners creates or is reasonably likely to regulation that would create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest under any federalbased on the nationality, state citizenship or local law other related status of a Limited Partner or regulation its owner(s) (a “Citizenship Eligibility Trigger”); AGREEMENT OF LIMITED PARTNERSHIP then, the General Partner may adopt such amendments to this Agreement as it determines to be necessary or appropriate to (x) in the case of a Rate Eligibility Trigger, obtain such proof of the U.S. federal income tax status of the Limited Partners and, to the extent relevant, their owners, as the General Partner determines to be necessary or appropriate to reduce the risk of occurrence of a material adverse effect on the rates that can be charged to customers by any Group Member or (y) in the case of a Citizenship Eligibility Trigger, obtain such proof of the nationality, citizenship or other related status of the Limited Partners and, to the extent relevant, their owners as the General Partner determines to be necessary or appropriate to eliminate or mitigate the risk of cancellation or forfeiture of any properties or interests therein. (b) Such amendments may include provisions requiring all Partners to certify as to their (and their owners’) status as Eligible Holders upon demand and on a regular basis, as determined by the General Partner, and may require transferees of Units to so certify prior to being admitted to the Partnership as Partners (any such required certificate, an “Eligibility Certificate”). (c) Such amendments may provide that any Partner who fails to furnish to the General Partner within a reasonable period requested proof of its (and its owners’) status as an Eligible Holder or if upon receipt of such Eligibility Certificate or other requested information the General Partner determines that a Limited Partner (or its owner) is not an Eligible Holder (an “Ineligible Holder”), the Partnership Interests owned by such Limited Partner shall be subject to redemption in accordance with the provisions of Section 4.9. In addition, the General Partner shall be substituted and treated as the owner of all Partnership Interests owned by an Ineligible Holder. (d) The General Partner shall, in exercising voting rights in respect of Partnership Interests held by it on behalf of Ineligible Holders, cast such votes in the same manner and in the same ratios as the votes of Partners (including the General Partner and its Affiliates) in respect of Partnership Interests other than those of Ineligible Holders are cast. (e) Upon dissolution of the Partnership, an Ineligible Holder shall have no right to receive a distribution in kind pursuant to Section 12.4 but shall be entitled to the cash equivalent thereof, and the Partnership shall provide cash in exchange for an assignment of the Ineligible Holder’s share of any distribution in kind. Such payment and assignment shall be treated for purposes hereof as a purchase by the Partnership from the Ineligible Holder of the portion of his Partnership Interest representing his right to receive his share of such distribution in kind.. AGREEMENT OF LIMITED PARTNERSHIP (f) At any time after he can and does certify that he has become an Eligible Holder, an Ineligible Holder may, upon application to the General Partner, request that with respect to any Partnership Interests of such Ineligible Holder not redeemed pursuant to Section 4.9, such Ineligible Holder be admitted as a Partner, and upon approval of the General Partner, such Ineligible Holder shall be admitted as a Partner and shall no longer constitute an Ineligible Holder and the General Partner shall cease to be deemed to be the owner in respect of such Ineligible Holder’s Partnership Interests.

Eligibility Certificates; Ineligible Holders. (a) If at any time the General Partner determines, with the advice of counsel, that: (i) the Partnership’s status other than as an association taxable as a corporation for U.S. federal income tax purposes or the failure of the Partnership otherwise to be subject to an entity-level tax for U.S. federal, state or local income tax purposes, coupled with the tax status (or lack of proof of the U.S. federal income tax status) of one or more Limited Partners (Partners, has or type of Limited Partners) or their owners creates or is will reasonably likely to create have a substantial risk of an material adverse effect on the rates maximum applicable rate that can be charged to customers by any Group Member with respect to assets that are subject to regulation by Subsidiaries of the Federal Energy Regulatory Commission or similar regulatory body Partnership (a “Rate Eligibility Trigger”); or, or ACCESS MIDSTREAM PARTNERS, L.P. COMPOSITE AGREEMENT OF LIMITED PARTNERSHIP (ii) the nationalityany Group Member is subject to any federal, citizenship state or other related status (local law or lack of proof thereof) of one or more Limited Partners (or type of Limited Partners) or their owners creates or is reasonably likely to regulation that would create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest under any federalbased on the nationality, state citizenship or local law or regulation other related status of a Limited Partner (a “Citizenship Eligibility Trigger”); then, the General Partner may adopt such amendments to this Agreement as it determines to be necessary or appropriate advisable to (x) in the case of a Rate Eligibility Trigger, obtain such proof of the U.S. federal income tax status of the Limited Partners and, to the extent relevant, their beneficial owners, as the General Partner determines to be necessary to establish those Limited Partners whose federal income tax status does not or appropriate to reduce the risk of occurrence of would not have a material adverse effect on the rates maximum applicable rate that can be charged to customers by any Group Member Subsidiaries of the Partnership or (y) in the case of a Citizenship Eligibility Trigger, obtain such proof of the nationality, citizenship or other related status (or, if the General Partner is a nominee holding for the account of another Person, the nationality, citizenship or other related status of such Person) of the Limited Partners and, to the extent relevant, their owners Partner as the General Partner determines to be necessary to establish and those Limited Partners whose status as a Limited Partner does not or appropriate would not subject any Group Member to eliminate or mitigate the a significant risk of cancellation or forfeiture of any of its properties or interests therein. (b) Such amendments may include provisions requiring all Limited Partners to certify as to their (and their beneficial owners’) status as Eligible Holders upon demand and on a regular basis, as determined by the General Partner, and may require transferees of Units to so certify prior to being admitted to the Partnership as Partners a Limited Partner (any such required certificate, an “Eligibility Certificate”). (c) Such amendments may provide that any Limited Partner who fails to furnish to the General Partner within a reasonable period requested proof of its (and its beneficial owners’) status as an Eligible Holder or if upon receipt of such Eligibility Certificate or other requested information the General Partner determines that a Limited Partner (or its owner) is not an Eligible Holder (such a Limited Partner an “Ineligible Holder”), the Partnership Limited Partner Interests owned by such Limited Partner shall be subject to redemption in accordance with the provisions of Section 4.94.10. In addition, the General Partner shall be substituted and treated for all Limited Partners that are Ineligible Holder as the owner Limited Partner in respect of all Partnership Interests owned by an the Ineligible Holder’s Limited Partner Interests. (d) The General Partner shall, in exercising voting rights in respect of Partnership Limited Partner Interests held by it on behalf of Ineligible Holders, cast such distribute the votes in the same manner and in the same ratios as the votes of Limited Partners (including the General Partner and its Affiliates) in respect of Partnership Limited Partner Interests other than those of Ineligible Holders are cast, either for, against or abstaining as to the matter. (e) Upon dissolution of the Partnership, an Ineligible Holder shall have no right to receive a distribution in kind pursuant to Section 12.4 but shall be entitled to the cash equivalent thereof, and the Partnership shall provide cash in exchange for an assignment of the Ineligible Holder’s share of any distribution in kind. Such payment and assignment shall be treated for Partnership purposes hereof as a purchase by the Partnership from the Ineligible Holder of the portion of his Partnership Limited Partner Interest (representing his right to receive his share of such distribution in kind.). ACCESS MIDSTREAM PARTNERS, L.P. COMPOSITE AGREEMENT OF LIMITED PARTNERSHIP (f) At any time after he can and does certify that he has become an Eligible Holder, an Ineligible Holder may, upon application to the General Partner, request that with respect to any Partnership Limited Partner Interests of such Ineligible Holder not redeemed pursuant to Section 4.94.10, such Ineligible Holder be admitted as a Limited Partner, and upon approval of the General Partner, such Ineligible Holder shall be admitted as a Limited Partner and shall no longer constitute an Ineligible Holder and the General Partner shall cease to be deemed to be the owner Limited Partner in respect of such the Ineligible Holder’s Partnership Limited Partner Interests.