Common use of Limited Partners Rights to Transfer Clause in Contracts

Limited Partners Rights to Transfer. A. Subject to the provisions of Section 11.3.F and Section 11.7 and except as otherwise provided in Section 8.8.E, no Limited Partner shall have the right to transfer all or any portion of his Partnership Interest, or any of such Limited Partner's rights as a Limited Partner, without the prior written consent of the General Partner, which consent may be given or withheld by the General Partner in its sole and absolute discretion. Any purported transfer of a Partnership Interest by a Limited Partner in violation of this Section 11.3.A shall be void ab initio and shall not be given effect for any purpose by the Partnership. B. If a Limited Partner is subject to Incapacity, the executor, administrator, trustee, committee, guardian, conservator or receiver of such Limited Partner's estate shall have all the rights of a Limited Partner, but not more rights than those enjoyed by other Limited Partners, for the purpose of settling or managing the estate and such power as the Incapacitated Limited Partner possessed to transfer all or any part of his or its interest in the Partnership. The Incapacity of a Limited Partner, in and of itself, shall not dissolve or terminate the Partnership. C. The General Partner may prohibit any transfer by a Limited Partner of his Partnership Units otherwise permitted under Section 11.3.F or Section 11.7 if, in the opinion of legal counsel to the Partnership, such transfer would require filing of a registration statement under the Securities Act of 1933 or would otherwise violate any federal, state or foreign securities laws or regulations applicable to the Partnership or the Partnership Unit. D. Subject to the provisions of Section 11.3.F, no transfer by a Limited Partner of his Partnership Units may be made to any Person if (i) in the opinion of legal counsel for the Partnership, it would result in the Partnership being treated as an association taxable as a corporation for federal income tax purposes, or would result in a termination of the Partnership for federal income tax purposes or (ii) such transfer is effectuated through an "established securities market" or a "secondary market (or the substantial equivalent thereof)" within the meaning of Section 7704 of the Code. E. Subject to the provisions of Section 11.3.F, no transfer of any Partnership Units may be made to a lender to the Partnership or any Person who is related (within the meaning of Section 1.752-4(b) of the Regulations) to any lender to the Partnership if, in either case, such loan constitutes a Nonrecourse Liability, without the consent of the General Partner, which consent may be given or withheld by the General Partner in its sole and absolute discretion, provided that as a condition to such consent being granted the lender will be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the OPCO Shares Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code. F. Notwithstanding the foregoing provisions of this Section 11.3, a Limited Partner may pledge its Partnership Interest, or any of such Limited Partner's rights as a Limited Partner, in connection with any borrowing of the Partnership which is guaranteed by or otherwise recourse to such Limited Partner, and any transfer of such Partnership Interest (or of such rights) pursuant or subsequent to the exercise of rights or remedies in connection with such pledge shall be permitted hereunder. G. No transfer by a Limited Partner of its Partnership Units may be made to any Person if: (i) in the opinion of legal counsel for the Partnership, it would result in the Partnership being treated as an association taxable as a corporation for federal income tax purposes; (ii) such transfer would cause the Partnership to become, with respect to any employee benefit subject to Title I of ERISA, a "party-in-interest" (as defined in Section 3(14) of ERISA) or a "disqualified person" (as defined in Section 4975(c) of the Code); (iii) such transfer would, in the opinion of legal counsel for the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.2-101; (iv) such transfer would subject the Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or the Employee Retirement Income Security Act of 1974, each as amended; (v) without the consent of the General Partner, which consent may be withheld in its sole and absolute discretion, such transfer is a sale or exchange, and such sale or exchange would, when aggregated with all other sales and exchanges during the 12-month period ending on the date of the proposed transfer, result in 50% or more of the interests in Partnership capital and profits being sold or exchanged during such 12-month period; or (vi) such transfer is effectuated through an "established securities market" or a "secondary market (or the substantial equivalent thereof)" within the meaning of Section 7704 of the Code. H. Notwithstanding the other provisions of this Article 11, no transfer by a Limited Partner of its Partnership Units may be made to any Person if such transfer would result in an Ownership Excess by such transferee. If an Ownership Excess results from the acquisition of OPCO Shares by any Person, the Partnership shall have the right to redeem a number of Partnership Units sufficient to cause such Ownership Excess not to exist, for an amount of cash per Partnership Unit equal to the Value of an OPCO Share on the date of acquisition by such Person divided by the Conversion Factor.

Limited Partners Rights to Transfer. A. Subject to the provisions of Section 11.3.F and Section 11.7 and except as otherwise provided in Section 8.8.E11.7, no Limited Partner shall have the right to transfer all or any portion of his Partnership Interest, or any of such Limited Partner's rights as a Limited Partner, without the prior written consent of the General Partner, which consent may be given or withheld by the General Partner in its sole and absolute discretion. Any purported transfer of a Partnership Interest by a Limited Partner in violation of this Section 11.3.A shall be void ab initio AB INITIO and shall not be given effect for any purpose by the Partnership. B. If a Limited Partner is subject to Incapacity, the executor, administrator, trustee, committee, guardian, conservator or receiver of such Limited Partner's estate shall have all the rights of a Limited Partner, but not more rights than those enjoyed by other Limited Partners, for the purpose of settling or managing the estate and such power as the Incapacitated Limited Partner possessed to transfer all or any part of his or its interest in the Partnership. The Incapacity of a Limited Partner, in and of itself, shall not dissolve or terminate the Partnership. C. The General Partner may prohibit any transfer by a Limited Partner of his Partnership Units otherwise permitted under Section 11.3.F or Section 11.7 if, in the opinion of legal counsel to the Partnership, such transfer would require filing of a registration statement under the Securities Act of 1933 or would otherwise violate any federal, state or foreign securities laws or regulations applicable to the Partnership or the Partnership Unit. D. Subject to the provisions of Section 11.3.F, no transfer by a Limited Partner of his Partnership Units may be made to any Person if (i) in the opinion of legal counsel for the Partnership, it would result in the Partnership being treated as an association taxable as a corporation for federal income tax purposes, or would result in a termination of the Partnership for federal income tax purposes or (ii) such transfer is effectuated through an "established securities market" or a "secondary market (or the substantial equivalent thereof)" within the meaning of Section 7704 of the Code. E. Subject to the provisions of Section 11.3.F11.3.F and Section 11.7, no transfer of any Partnership Units may be made to a lender to the Partnership or any Person who is related (within the meaning of Section 1.752-4(b) of the Regulations) to any lender to the Partnership if, in either case, such loan constitutes a Nonrecourse Liability, without the consent of the General Partner, which consent may be given or withheld by the General Partner in its sole and absolute discretion, provided that PROVIDED THAT as a condition to such consent being granted the lender will be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the OPCO CapStar Shares Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code. F. Notwithstanding the foregoing provisions of this Section 11.3, a Limited Partner may pledge its Partnership Interest, or any of such Limited Partner's rights as a Limited Partner, in connection with any borrowing of the Partnership which is guaranteed by or otherwise recourse to such Limited Partner, and any transfer of such Partnership Interest (or of such rights) pursuant or subsequent to the exercise of rights or remedies in connection with such pledge shall be permitted hereunder. G. No transfer by a Limited Partner of its Partnership Units may be made to any Person if: (i) in the opinion of legal counsel for the Partnership, it would result in the Partnership being treated as an association taxable as a corporation for federal income tax purposes; (ii) such transfer would cause the Partnership to become, with respect to any employee benefit subject to Title I of ERISA, a "party-in-interest" (as defined in Section 3(14) of ERISA) or a "disqualified person" (as defined in Section 4975(c) of the Code); (iii) such transfer would, in the opinion of legal counsel for the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.2-101; (iv) such transfer would subject the Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or the Employee Retirement Income Security Act of 1974, each as amended; (v) without the consent of the General Partner, which consent may be withheld in its sole and absolute discretion, such transfer is a sale or exchange, and such sale or exchange would, when aggregated with all other sales and exchanges during the 12-month period ending on the date of the proposed transfer, result in 50% or more of the interests in Partnership capital and profits being sold or exchanged during such 12-month period; or (vi) such transfer is effectuated through an "established securities market" or a "secondary market (or the substantial equivalent thereof)" within the meaning of Section 7704 of the Code. H. Notwithstanding the other provisions of this Article 11, no transfer by a Limited Partner of its Partnership Units may be made to any Person if such transfer would result in an Ownership Excess by such transferee. If an Ownership Excess results from the acquisition of OPCO Shares by any Person, the Partnership shall have the right to redeem a number of Partnership Units sufficient to cause such Ownership Excess not to exist, for an amount of cash per Partnership Unit equal to the Value of an OPCO Share on the date of acquisition by such Person divided by the Conversion Factor.

Limited Partners Rights to Transfer. A. Subject to the provisions of Section 11.3.F Sections 11.3.C, 11.3.D, 11.3.E, and Section 11.7 and except as otherwise provided in Section 8.8.E11.4, no a Limited Partner shall have (other than the right to transfer Company) may, after the expiration of one year from the Effective Date, transfer, with or without the consent of the General Partner, all or any portion of his its Partnership Interest, or any of such Limited Partner's economic rights as a Limited Partner, without the prior written consent of the General Partner, which consent may be given or withheld by the General Partner in its sole and absolute discretion. Any purported transfer of a Partnership Interest by a Limited Partner in violation of this Section 11.3.A shall be void ab initio and shall not be given effect for any purpose by the Partnership. B. If a Limited Partner is subject to Incapacity, the executor, administrator, trustee, committee, guardian, conservator or receiver of such Limited Partner's estate shall have all of the rights of a Limited Partner, but not more rights than those enjoyed by other Limited Partners, for the purpose of settling or managing the estate and such power as the Incapacitated Limited Partner possessed to transfer all or any part of his or its interest in the Partnership. The Incapacity of a Limited Partner, in and of itself, shall not dissolve or terminate the Partnership. C. The General Partner may prohibit any transfer by a Limited Partner of his its Partnership Units otherwise permitted under Section 11.3.F or Section 11.7 if, in the opinion of legal counsel to the Partnership, such transfer would require filing of a registration statement under the Securities Act of 1933 or would otherwise violate any federal, federal or state or foreign securities laws or regulations applicable to the Partnership or the Partnership UnitUnits. D. Subject to the provisions of Section 11.3.F, no No transfer by a Limited Partner of his its Partnership Units may be made to any Person if (i) in the opinion of legal counsel for the Partnership, it would result in the Partnership being treated as an association taxable as a corporation for federal income tax purposes, or would result in a termination corporation; (ii) it is made within one year after the consummation of the Partnership for federal income tax purposes or initial public offering of the Company; (iiiii) such transfer is effectuated through an "established securities market" or a "secondary market (or the substantial equivalent thereof)" within the meaning of Section 7704 of the Code. E. Subject to the provisions of Section 11.3.F, no transfer of any Partnership Units may be made to a lender to the Partnership or any Person who is related (within the meaning of Section 1.752-4(b) of the Regulations) to any lender to the Partnership if, in either case, such loan constitutes a Nonrecourse Liability, without the consent of the General Partner, which consent may be given or withheld by the General Partner in its sole and absolute discretion, provided that as a condition to such consent being granted the lender will be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the OPCO Shares Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code. F. Notwithstanding the foregoing provisions of this Section 11.3, a Limited Partner may pledge its Partnership Interest, or any of such Limited Partner's rights as a Limited Partner, in connection with any borrowing of the Partnership which is guaranteed by or otherwise recourse to such Limited Partner, and any transfer of such Partnership Interest (or of such rights) pursuant or subsequent to the exercise of rights or remedies in connection with such pledge shall be permitted hereunder. G. No transfer by a Limited Partner of its Partnership Units may be made to any Person if: (i) in the opinion of legal counsel for the Partnership, it would result in the Partnership being treated as an association taxable as a corporation for federal income tax purposes; (iiiv) such transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a "party-in-interest" (as defined in Section 3(14) of ERISA) or a "disqualified person" (as defined in Section 4975(c) of the Code); (iiiv) such transfer would, in the opinion of legal counsel for the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.2-101; or (ivvi) such transfer would subject the Partnership to regulation be regulated under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or the Employee Retirement Income Security Act of 1974, each as amended; . E. No transfer of any Partnership Units may be made to a lender to the Partnership or any Person who is related (vwithin the meaning of Section 1.752-4(b) of the Regulations) to any lender to the Partnership whose loan constitutes a Nonrecourse Liability, without the consent of the General Partner, which consent may shall not be withheld in its sole and absolute discretion, such transfer is a sale or exchange, and such sale or exchange would, when aggregated with all other sales and exchanges during the 12-month period ending on the date of the proposed transfer, result in 50% or more of the interests in Partnership capital and profits being sold or exchanged during such 12-month period; or (vi) such transfer is effectuated through an "established securities market" or a "secondary market (or the substantial equivalent thereof)" within the meaning of Section 7704 of the Codeunreasonably withheld. H. Notwithstanding the other provisions of this Article 11, no transfer by a Limited Partner of its Partnership Units may be made to any Person if such transfer would result in an Ownership Excess by such transferee. If an Ownership Excess results from the acquisition of OPCO Shares by any Person, the Partnership shall have the right to redeem a number of Partnership Units sufficient to cause such Ownership Excess not to exist, for an amount of cash per Partnership Unit equal to the Value of an OPCO Share on the date of acquisition by such Person divided by the Conversion Factor.

Limited Partners Rights to Transfer. A. Subject to the provisions of Section 11.3.F 11.3C, 11.3D, 11.3E, and Section 11.7 and except as otherwise provided in Section 8.8.E11.4, no a Limited Partner shall have may transfer, with or without the right to transfer consent of the General Partner, all or any portion of his its Partnership Interest, or any of such Limited Partner's ’s economic rights as a Limited Partner, without the prior written consent of the General Partner, which consent may be given or withheld by the General Partner in its sole and absolute discretion. Any purported transfer of a Partnership Interest by a Limited Partner in violation of this Section 11.3.A shall be void ab initio and shall not be given effect for any purpose by the Partnership. B. If a Limited Partner is subject to Incapacity, the executor, administrator, trustee, committee, guardian, conservator or receiver of such Limited Partner's ’s estate shall have all the rights of a Limited Partner, but not more rights than those enjoyed by other Limited Partners, for the purpose of settling or managing the estate and such power as the Incapacitated Limited Partner possessed to transfer all or any part of his or its interest in the Partnership. The Incapacity of a Limited Partner, in and of itself, shall not dissolve or terminate the Partnership. C. The General Partner may prohibit any transfer by a Limited Partner of his its Partnership Units otherwise permitted under Section 11.3.F or Section 11.7 if, in the opinion of legal counsel to the Partnership, such transfer would require filing of a registration statement under the Securities Act of 1933 or would otherwise violate any federal, federal or state or foreign securities laws or regulations applicable to the Partnership or the Partnership Unit. D. Subject to the provisions of Section 11.3.F, no No transfer by a Limited Partner of his its Partnership Units may be made to any Person if (i) in the opinion of legal counsel for the Partnership, it would result in the Partnership being treated as an association taxable as a corporation for federal income tax purposescorporation, or would result in a termination of the Partnership for federal income tax purposes or (ii) such transfer is effectuated through an "“established securities market" ” or a "“secondary market (or the substantial equivalent thereof)" ” within the meaning of Section 7704 of the Code. E. Subject to the provisions of Section 11.3.F, no No transfer of any Partnership Units may be made to a lender to the Partnership or any Person who is related (within the meaning of Section 1.752-4(b) of the Regulations) to any lender to the Partnership if, in either case, such whose loan constitutes a Nonrecourse Liability, without the consent of the General Partner, which consent may be given or withheld by the General Partner in its sole and absolute discretion, provided that as a condition to such consent being granted the lender will be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the OPCO Cash Amount or REIT Shares Amount Amount, at the election of the Partnership, any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code. F. Notwithstanding the foregoing provisions of this Section 11.3, a Limited Partner may pledge its Partnership Interest, or any of such Limited Partner's rights as a Limited Partner, in connection with any borrowing of the Partnership which is guaranteed by or otherwise recourse to such Limited Partner, and any transfer of such Partnership Interest (or of such rights) pursuant or subsequent to the exercise of rights or remedies in connection with such pledge shall be permitted hereunder. G. No transfer by a Limited Partner of its Partnership Units may be made to any Person if: (i) in the opinion of legal counsel for the Partnership, it would result in the Partnership being treated as an association taxable as a corporation for federal income tax purposes; (ii) such transfer would cause the Partnership to become, with respect to any employee benefit subject to Title I of ERISA, a "party-in-interest" (as defined in Section 3(14) of ERISA) or a "disqualified person" (as defined in Section 4975(c) of the Code); (iii) such transfer would, in the opinion of legal counsel for the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.2-101; (iv) such transfer would subject the Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or the Employee Retirement Income Security Act of 1974, each as amended; (v) without the consent of the General Partner, which consent may be withheld in its sole and absolute discretion, such transfer is a sale or exchange, and such sale or exchange would, when aggregated with all other sales and exchanges during the 12-month period ending on the date of the proposed transfer, result in 50% or more of the interests in Partnership capital and profits being sold or exchanged during such 12-month period; or (vi) such transfer is effectuated through an "established securities market" or a "secondary market (or the substantial equivalent thereof)" within the meaning of Section 7704 of the Code. H. Notwithstanding the other provisions of this Article 11, no transfer by a Limited Partner of its Partnership Units may be made to any Person if such transfer would result in an Ownership Excess by such transferee. If an Ownership Excess results from the acquisition of OPCO Shares by any Person, the Partnership shall have the right to redeem a number of Partnership Units sufficient to cause such Ownership Excess not to exist, for an amount of cash per Partnership Unit equal to the Value of an OPCO Share on the date of acquisition by such Person divided by the Conversion Factor.

Limited Partners Rights to Transfer. A. Subject to the provisions of Section 11.3.F Sections 11.3.C, 11.3.D, 11.3.E, and Section 11.7 and except as otherwise provided in Section 8.8.E11.4, no a Limited Partner shall have (other than the right to transfer General Partner, in its capacity as such, or the Initial Limited Partner) may transfer, with or without the consent of the General Partner, all or any portion of his its Partnership Interest, or any of such Limited Partner's economic rights as a Limited Partner, without the prior written consent of the General Partner, which consent may be given or withheld by the General Partner in its sole and absolute discretion. Any purported transfer of a Partnership Interest by a Limited Partner in violation of this Section 11.3.A shall be void ab initio and shall not be given effect for any purpose by the Partnership. B. If a Limited Partner is subject to Incapacity, the executor, administrator, trustee, committee, guardian, conservator or receiver of such Limited Partner's estate shall have all of the rights of a Limited Partner, but not more rights than those enjoyed by other Limited Partners, for the purpose of settling or managing the estate and such power as the Incapacitated Limited Partner possessed to transfer all or any part of his or its interest in the Partnership. The Incapacity of a Limited Partner, in and of itself, shall not dissolve or terminate the Partnership. C. The General Partner may prohibit any transfer by a Limited Partner of his its Partnership Units otherwise permitted under Section 11.3.F or Section 11.7 if, in the opinion of legal counsel to the Partnership, such transfer would require filing of a registration statement under the Securities Act of 1933 or would otherwise violate any federal, federal or state or foreign securities laws or regulations applicable to the Partnership or the Partnership UnitUnits. D. Subject to the provisions of Section 11.3.F, no No transfer by a Limited Partner of his its Partnership Units may be made to any Person if (i) in the opinion of legal counsel for the Partnership, it would result in the Partnership being treated as an association taxable as a corporation for federal income tax purposes, or would result in a termination corporation; (ii) it is made within one year after the consummation of the Partnership for federal income tax purposes or initial public offering of the Company; (iiiii) such transfer is effectuated through an "established securities market" or a "secondary market (or the substantial equivalent thereof)" within with the meaning of Section 7704 of the Code; (iv) such transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a "party-in-interest" (as defined in Section 3(14) of ERISA) or a "disqualified person" (as defined in Section 4975(c) of the Code); (v) such transfer would, in the opinion of legal counsel for the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.2-101; or (vi) such transfer would subject the Partnership to be regulated under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or the Employee Retirement Income Security Act of 1974, each as amended. E. Subject to the provisions of Section 11.3.F, no No transfer of any Partnership Units may be made to a lender to the Partnership or any Person who is related (within the meaning of Section 1.752-4(b) of the Regulations) to any lender to the Partnership if, in either case, such whose loan constitutes a Nonrecourse Liability, without the consent of the General Partner, which consent may be given or withheld by the General Partner in its sole and absolute discretion, ; provided that as a condition to such consent being granted the lender will be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the OPCO Shares Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code. F. Notwithstanding the foregoing provisions of this Section 11.3, a Limited Partner may pledge its Partnership Interest, or any of such Limited Partner's rights as a Limited Partner, in connection with any borrowing of the Partnership which is guaranteed by or otherwise recourse to such Limited Partner, and any transfer of such Partnership Interest (or of such rights) pursuant or subsequent to the exercise of rights or remedies in connection with such pledge shall be permitted hereunder. G. No transfer by a Limited Partner of its Partnership Units may be made to any Person if: (i) in the opinion of legal counsel for the Partnership, it would result in the Partnership being treated as an association taxable as a corporation for federal income tax purposes; (ii) such transfer would cause the Partnership to become, with respect to any employee benefit subject to Title I of ERISA, a "party-in-interest" (as defined in Section 3(14) of ERISA) or a "disqualified person" (as defined in Section 4975(c) of the Code); (iii) such transfer would, in the opinion of legal counsel for the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.2-101; (iv) such transfer would subject the Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or the Employee Retirement Income Security Act of 1974, each as amended; (v) without the consent of the General Partner, which consent may be withheld in its sole and absolute discretion, such transfer is a sale or exchange, and such sale or exchange would, when aggregated with all other sales and exchanges during the 12-month period ending on the date of the proposed transfer, result in 50% or more of the interests in Partnership capital and profits being sold or exchanged during such 12-month period; or (vi) such transfer is effectuated through an "established securities market" or a "secondary market (or the substantial equivalent thereof)" within the meaning of Section 7704 of the Code. H. Notwithstanding the other provisions of this Article 11, no transfer by a Limited Partner of its Partnership Units may be made to any Person if such transfer would result in an Ownership Excess by such transferee. If an Ownership Excess results from the acquisition of OPCO Shares by any Person, the Partnership shall have the right to redeem a number of Partnership Units sufficient to cause such Ownership Excess not to exist, for an amount of cash per Partnership Unit equal to the Value of an OPCO Share on the date of acquisition by such Person divided by the Conversion Factor.

Limited Partners Rights to Transfer. A. Subject to the provisions of Section 11.3.F Sections 11.3.C, 11.3.D, 11.3.E, and Section 11.7 and except as otherwise provided in Section 8.8.E11.4, no a Limited Partner shall have may transfer, with or without the right to transfer consent of the General Partner, all or any portion of his its Partnership Interest, or any of such Limited Partner's economic rights as a Limited Partner, without the prior written consent of the General Partner, which consent may be given or withheld by the General Partner in its sole and absolute discretion. Any purported transfer of a Partnership Interest by a Limited Partner in violation of this Section 11.3.A shall be void ab initio and shall not be given effect for any purpose by the Partnership. B. If a Limited Partner is subject to Incapacity, the executor, administrator, trustee, committee, guardian, conservator or receiver of such Limited Partner's estate shall have all the rights of a Limited Partner, but not more rights than those enjoyed by other Limited Partners, for the purpose of settling or managing the estate and such power as the Incapacitated Limited Partner possessed to transfer all or any part of his or its interest in the Partnership. The Incapacity of a Limited Partner, in and of itself, shall not dissolve or terminate the Partnership. C. The General Partner may prohibit any transfer by a Limited Partner of his its Partnership Units otherwise permitted under Section 11.3.F or Section 11.7 if, in the opinion of legal counsel to the Partnership, such transfer would require filing of a registration statement under the Securities Act of 1933 or would otherwise violate any federal, federal or state or foreign securities laws or regulations applicable to the Partnership or the Partnership Unit. D. Subject to the provisions of Section 11.3.F, no No transfer by a Limited Partner of his its Partnership Units may be made to any Person if (i) in the opinion of legal counsel for the Partnership, it would result in the Partnership being treated as an association taxable as a corporation for federal income tax purposescorporation, or would result in a termination of the Partnership for federal income tax purposes or (ii) such transfer is effectuated through an "“established securities market" ” or a "“secondary market (or the substantial equivalent thereof)" ” within the meaning of Section 7704 of the Code. E. Subject to the provisions of Section 11.3.F, no No transfer of any Partnership Units may be made to a lender to the Partnership or any Person who is related (within the meaning of Section 1.752-4(b) of the Regulations) to any lender to the Partnership if, in either case, such whose loan constitutes a Nonrecourse Liability, without the consent of the General Partner, which consent may be given or withheld by the General Partner in its sole and absolute discretion, provided that as a condition to such consent being granted the lender will be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the OPCO Cash Amount or REIT Shares Amount Amount, at the election of the Partnership, any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code. F. Notwithstanding the foregoing provisions of this Section 11.3, a Limited Partner may pledge its Partnership Interest, or any of such Limited Partner's rights as a Limited Partner, in connection with any borrowing of the Partnership which is guaranteed by or otherwise recourse to such Limited Partner, and any transfer of such Partnership Interest (or of such rights) pursuant or subsequent to the exercise of rights or remedies in connection with such pledge shall be permitted hereunder. G. No transfer by a Limited Partner of its Partnership Units may be made to any Person if: (i) in the opinion of legal counsel for the Partnership, it would result in the Partnership being treated as an association taxable as a corporation for federal income tax purposes; (ii) such transfer would cause the Partnership to become, with respect to any employee benefit subject to Title I of ERISA, a "party-in-interest" (as defined in Section 3(14) of ERISA) or a "disqualified person" (as defined in Section 4975(c) of the Code); (iii) such transfer would, in the opinion of legal counsel for the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.2-101; (iv) such transfer would subject the Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or the Employee Retirement Income Security Act of 1974, each as amended; (v) without the consent of the General Partner, which consent may be withheld in its sole and absolute discretion, such transfer is a sale or exchange, and such sale or exchange would, when aggregated with all other sales and exchanges during the 12-month period ending on the date of the proposed transfer, result in 50% or more of the interests in Partnership capital and profits being sold or exchanged during such 12-month period; or (vi) such transfer is effectuated through an "established securities market" or a "secondary market (or the substantial equivalent thereof)" within the meaning of Section 7704 of the Code. H. Notwithstanding the other provisions of this Article 11, no transfer by a Limited Partner of its Partnership Units may be made to any Person if such transfer would result in an Ownership Excess by such transferee. If an Ownership Excess results from the acquisition of OPCO Shares by any Person, the Partnership shall have the right to redeem a number of Partnership Units sufficient to cause such Ownership Excess not to exist, for an amount of cash per Partnership Unit equal to the Value of an OPCO Share on the date of acquisition by such Person divided by the Conversion Factor.

Limited Partners Rights to Transfer. A. Subject to the provisions of Section 11.3.F Sections 11.3.C, 11.3.D, 11.3.E, and Section 11.7 and except as otherwise provided in Section 8.8.E11.4, no a Limited Partner shall have may transfer, with or without the right to transfer consent of the General Partner, all or any portion of his its Partnership Interest, or any of such Limited Partner's ’s economic rights as a Limited Partner, without the prior written consent of the General Partner, which consent may be given or withheld by the General Partner in its sole and absolute discretion. Any purported transfer of a Partnership Interest by a Limited Partner in violation of this Section 11.3.A shall be void ab initio and shall not be given effect for any purpose by the Partnership. B. If a Limited Partner is subject to Incapacity, the executor, administrator, trustee, committee, guardian, conservator or receiver of such Limited Partner's ’s estate shall have all the rights of a Limited Partner, but not more rights than those enjoyed by other Limited Partners, for the purpose of settling or managing the estate and such power as the Incapacitated Limited Partner possessed to transfer all or any part of his or its interest in the Partnership. The Incapacity of a Limited Partner, in and of itself, shall not dissolve or terminate the Partnership. C. The General Partner may prohibit any transfer by a Limited Partner of his its Partnership Units otherwise permitted under Section 11.3.F or Section 11.7 if, in the opinion of legal counsel to the Partnership, such transfer would require filing of a registration statement under the Securities Act of 1933 or would otherwise violate any federal, federal or state or foreign securities laws or regulations applicable to the Partnership or the Partnership Unit. D. Subject to the provisions of Section 11.3.F, no No transfer by a Limited Partner of his its Partnership Units may be made to any Person if (i) in the opinion of legal counsel for the Partnership, it would result in the Partnership being treated as an association taxable as a corporation for federal income tax purposescorporation, or would result in a termination of the Partnership for federal income tax purposes or (ii) such transfer is effectuated through an "“established securities market" ” or a "“secondary market (or the substantial equivalent thereof)" ” within the meaning of Section 7704 of the Code. E. Subject to the provisions of Section 11.3.F, no No transfer of any Partnership Units may be made to a lender to the Partnership or any Person who is related (within the meaning of Section 1.752-4(b) of the Regulations) to any lender to the Partnership if, in either case, such whose loan constitutes a Nonrecourse Liability, without the consent of the General Partner, which consent may be given or withheld by the General Partner in its sole and absolute discretion, provided that as a condition to such consent being granted the lender will be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the OPCO Cash Amount or REIT Shares Amount Amount, at the election of the Partnership, any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code. F. Notwithstanding the foregoing provisions of this Section 11.3, a Limited Partner may pledge its Partnership Interest, or any of such Limited Partner's rights as a Limited Partner, in connection with any borrowing of the Partnership which is guaranteed by or otherwise recourse to such Limited Partner, and any transfer of such Partnership Interest (or of such rights) pursuant or subsequent to the exercise of rights or remedies in connection with such pledge shall be permitted hereunder. G. No transfer by a Limited Partner of its Partnership Units may be made to any Person if: (i) in the opinion of legal counsel for the Partnership, it would result in the Partnership being treated as an association taxable as a corporation for federal income tax purposes; (ii) such transfer would cause the Partnership to become, with respect to any employee benefit subject to Title I of ERISA, a "party-in-interest" (as defined in Section 3(14) of ERISA) or a "disqualified person" (as defined in Section 4975(c) of the Code); (iii) such transfer would, in the opinion of legal counsel for the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.2-101; (iv) such transfer would subject the Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or the Employee Retirement Income Security Act of 1974, each as amended; (v) without the consent of the General Partner, which consent may be withheld in its sole and absolute discretion, such transfer is a sale or exchange, and such sale or exchange would, when aggregated with all other sales and exchanges during the 12-month period ending on the date of the proposed transfer, result in 50% or more of the interests in Partnership capital and profits being sold or exchanged during such 12-month period; or (vi) such transfer is effectuated through an "established securities market" or a "secondary market (or the substantial equivalent thereof)" within the meaning of Section 7704 of the Code. H. Notwithstanding the other provisions of this Article 11, no transfer by a Limited Partner of its Partnership Units may be made to any Person if such transfer would result in an Ownership Excess by such transferee. If an Ownership Excess results from the acquisition of OPCO Shares by any Person, the Partnership shall have the right to redeem a number of Partnership Units sufficient to cause such Ownership Excess not to exist, for an amount of cash per Partnership Unit equal to the Value of an OPCO Share on the date of acquisition by such Person divided by the Conversion Factor.

Limited Partners Rights to Transfer. A. Subject to the provisions of Section 11.3.F Sections 11.2.C, 11.2.D, 11.2.E, and Section 11.7 and except as otherwise provided in Section 8.8.E11.3 hereof, no a Limited Partner shall have (other than the right to transfer Company) may, after the expiration of one year from the Effective Date transfer, with or without the consent of the General Partner, all or any portion of his its Partnership Interest, or any of such Limited Partner's economic rights as a Limited Partner, without the prior written consent of the General Partner, which consent may be given or withheld by the General Partner in its sole and absolute discretion. Any purported transfer of a Partnership Interest by a Limited Partner in violation of this Section 11.3.A shall be void ab initio and shall not be given effect for any purpose by the Partnership. B. If a Limited Partner is subject to Incapacity, the executor, administrator, trustee, committee, guardian, conservator or receiver of such Limited Partner's estate shall have all of the rights of a Limited Partner, but not more rights than those enjoyed by other Limited Partners, for the purpose of settling or managing the estate and such power as the Incapacitated Limited Partner possessed to transfer all or any part of his or its interest in the Partnership. The Incapacity of a Limited Partner, in and of itself, shall not dissolve or terminate the Partnership. C. The General Partner may prohibit any transfer by a Limited Partner of his its Partnership Units otherwise permitted under Section 11.3.F or Section 11.7 if, in the opinion of legal counsel to the Partnership, such transfer would require filing of a registration statement under the Securities Act of 1933 or would otherwise violate any federal, federal or state or foreign securities laws or regulations applicable to the Partnership or the Partnership UnitUnits. D. Subject to the provisions of Section 11.3.F, no No transfer by a Limited Partner of his its Partnership Units may be made to any Person if (i) in the opinion of legal counsel for the Partnership, it would result in the Partnership being treated as an association taxable as a corporation for federal income tax purposes, or would result in a termination corporation; (ii) it is made within one year of the Partnership for federal income tax purposes or Effective Date; (iiiii) such transfer is effectuated through an "established securities market" or a "secondary market (or the substantial equivalent thereof)" within with the meaning of Section 7704 of the Code; (iv) such transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a "party-in-interest" (as defined in Section 3(14) of ERISA) or a "disqualified person" (as defined in Section 4975(c) of the Code); (v) such transfer would, in the opinion of legal counsel for the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.2-101; or (vi) such transfer would subject the Partnership to be regulated under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or the Employee Retirement Income Security Act of 1974, each as amended. E. Subject to the provisions of Section 11.3.F, no No transfer of any Partnership Units may be made to a lender to the Partnership or any Person who is related (within the meaning of Section 1.752-1.752- 4(b) of the Regulations) to any lender to the Partnership if, in either case, such whose loan constitutes a Nonrecourse Liability, without the consent of the General Partner, which consent may be given or withheld by the General Partner in its sole and absolute discretion, ; provided that as a condition to such consent being granted the lender -------- ---- will be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the OPCO Shares Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code. F. Notwithstanding the foregoing provisions of this Section 11.3, a Limited Partner may pledge its Partnership Interest, or any of such Limited Partner's rights as a Limited Partner, in connection with any borrowing of the Partnership which is guaranteed by or otherwise recourse to such Limited Partner, and any transfer of such Partnership Interest (or of such rights) pursuant or subsequent to the exercise of rights or remedies in connection with such pledge shall be permitted hereunder. G. No transfer by a Limited Partner of its Partnership Units may be made to any Person if: (i) in the opinion of legal counsel for the Partnership, it would result in the Partnership being treated as an association taxable as a corporation for federal income tax purposes; (ii) such transfer would cause the Partnership to become, with respect to any employee benefit subject to Title I of ERISA, a "party-in-interest" (as defined in Section 3(14) of ERISA) or a "disqualified person" (as defined in Section 4975(c) of the Code); (iii) such transfer would, in the opinion of legal counsel for the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.2-101; (iv) such transfer would subject the Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or the Employee Retirement Income Security Act of 1974, each as amended; (v) without the consent of the General Partner, which consent may be withheld in its sole and absolute discretion, such transfer is a sale or exchange, and such sale or exchange would, when aggregated with all other sales and exchanges during the 12-month period ending on the date of the proposed transfer, result in 50% or more of the interests in Partnership capital and profits being sold or exchanged during such 12-month period; or (vi) such transfer is effectuated through an "established securities market" or a "secondary market (or the substantial equivalent thereof)" within the meaning of Section 7704 of the Code. H. Notwithstanding the other provisions of this Article 11, no transfer by a Limited Partner of its Partnership Units may be made to any Person if such transfer would result in an Ownership Excess by such transferee. If an Ownership Excess results from the acquisition of OPCO Shares by any Person, the Partnership shall have the right to redeem a number of Partnership Units sufficient to cause such Ownership Excess not to exist, for an amount of cash per Partnership Unit equal to the Value of an OPCO Share on the date of acquisition by such Person divided by the Conversion Factor.

Limited Partners Rights to Transfer. A. Subject to the provisions of Section 11.3.F Sections 11.3.C, 11.3.D, 11.3.E, and Section 11.7 and except as otherwise provided in Section 8.8.E11.4, no a Limited Partner shall have (other than the right to transfer Company) may transfer, with or without the consent of the General Partner, all or any portion of his its Partnership Interest, or any of such Limited Partner's economic rights as a Limited Partner, without the prior written consent of the General Partner, which consent may be given or withheld by the General Partner in its sole and absolute discretion. Any purported transfer of a Partnership Interest by a Limited Partner in violation of this Section 11.3.A shall be void ab initio and shall not be given effect for any purpose by the Partnership. B. If a Limited Partner is subject to Incapacity, the executor, administrator, trustee, committee, guardian, conservator or receiver of such Limited Partner's estate shall have all of the rights of a Limited Partner, but not more rights than those enjoyed by other Limited Partners, for the purpose of settling or managing the estate and such power as the Incapacitated Limited Partner possessed to transfer all or any part of his or its interest in the Partnership. The Incapacity of a Limited Partner, in and of itself, shall not dissolve or terminate the Partnership. C. The General Partner may prohibit any transfer by a Limited Partner of his its Partnership Units otherwise permitted under Section 11.3.F or Section 11.7 if, in the opinion of legal counsel to the Partnership, such transfer would require filing of a registration statement under the Securities Act of 1933 or would otherwise violate any federal, federal or state or foreign securities laws or regulations applicable to the Partnership or the Partnership UnitUnits. D. Subject to the provisions of Section 11.3.F, no No transfer by a Limited Partner of his its Partnership Units may be made to any Person if (i) in the opinion of legal counsel for the Partnership, it would result in the Partnership being treated as an association taxable as a corporation for federal income tax purposes, or would result in a termination corporation; (ii) it is made within one year after the consummation of the Partnership for federal income tax purposes or initial public offering of the Company; (iiiii) such transfer is effectuated through an "established securities market" or a "secondary market (or the substantial equivalent thereof)" within with the meaning of Section 7704 of the Code; (iv) such transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a "party-in-interest" (as defined in Section 3(14) of ERISA) or a "disqualified person" (as defined in Section 4975(c) of the Code); (v) such transfer would, in the opinion of legal counsel for the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.2-101; or (vi) such transfer would subject the Partnership to be regulated under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or the Employee Retirement Income Security Act of 1974, each as amended. E. Subject to the provisions of Section 11.3.F, no No transfer of any Partnership Units may be made to a lender to the Partnership or any Person who is related (within the meaning of Section 1.752-4(b) of the Regulations) to any lender to the Partnership if, in either case, such whose loan constitutes a Nonrecourse Liability, without the consent of the General Partner, which consent may be given or withheld by the General Partner in its sole and absolute discretion, ; provided that as a condition to such consent being granted the lender will be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the OPCO Shares Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code. F. Notwithstanding the foregoing provisions of this Section 11.3, a Limited Partner may pledge its Partnership Interest, or any of such Limited Partner's rights as a Limited Partner, in connection with any borrowing of the Partnership which is guaranteed by or otherwise recourse to such Limited Partner, and any transfer of such Partnership Interest (or of such rights) pursuant or subsequent to the exercise of rights or remedies in connection with such pledge shall be permitted hereunder. G. No transfer by a Limited Partner of its Partnership Units may be made to any Person if: (i) in the opinion of legal counsel for the Partnership, it would result in the Partnership being treated as an association taxable as a corporation for federal income tax purposes; (ii) such transfer would cause the Partnership to become, with respect to any employee benefit subject to Title I of ERISA, a "party-in-interest" (as defined in Section 3(14) of ERISA) or a "disqualified person" (as defined in Section 4975(c) of the Code); (iii) such transfer would, in the opinion of legal counsel for the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.2-101; (iv) such transfer would subject the Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or the Employee Retirement Income Security Act of 1974, each as amended; (v) without the consent of the General Partner, which consent may be withheld in its sole and absolute discretion, such transfer is a sale or exchange, and such sale or exchange would, when aggregated with all other sales and exchanges during the 12-month period ending on the date of the proposed transfer, result in 50% or more of the interests in Partnership capital and profits being sold or exchanged during such 12-month period; or (vi) such transfer is effectuated through an "established securities market" or a "secondary market (or the substantial equivalent thereof)" within the meaning of Section 7704 of the Code. H. Notwithstanding the other provisions of this Article 11, no transfer by a Limited Partner of its Partnership Units may be made to any Person if such transfer would result in an Ownership Excess by such transferee. If an Ownership Excess results from the acquisition of OPCO Shares by any Person, the Partnership shall have the right to redeem a number of Partnership Units sufficient to cause such Ownership Excess not to exist, for an amount of cash per Partnership Unit equal to the Value of an OPCO Share on the date of acquisition by such Person divided by the Conversion Factor.

Limited Partners Rights to Transfer. A. Subject to the provisions of Section 11.3.F Sections 11.3.C, 11.3.D, 11.3.E, and Section 11.7 and except as otherwise provided in Section 8.8.E11.4, no a Limited Partner shall have (other than the right to transfer General Partner, in its capacity as such, or the Initial Limited Partner) may transfer, with or without the consent of the General Partner, all or any portion of his its Partnership Interest, or any of such Limited Partner's ’s economic rights as a Limited Partner, without the prior written consent of the General Partner, which consent may be given or withheld by the General Partner in its sole and absolute discretion. Any purported transfer of a Partnership Interest by a Limited Partner in violation of this Section 11.3.A shall be void ab initio and shall not be given effect for any purpose by the Partnership. B. If a Limited Partner is subject to Incapacity, the executor, administrator, trustee, committee, guardian, conservator or receiver of such Limited Partner's ’s estate shall have all of the rights of a Limited Partner, but not more rights than those enjoyed by other Limited Partners, for the purpose of settling or managing the estate and such power as the Incapacitated Limited Partner possessed to transfer all or any part of his or its interest in the Partnership. The Incapacity of a Limited Partner, in and of itself, shall not dissolve or terminate the Partnership. C. The General Partner may prohibit any transfer by a Limited Partner of his its Partnership Units otherwise permitted under Section 11.3.F or Section 11.7 if, in the opinion of legal counsel to the Partnership, such transfer would require filing of a registration statement under the Securities Act of 1933 or would otherwise violate any federal, federal or state or foreign securities laws or regulations applicable to the Partnership or the Partnership UnitUnits. D. Subject to the provisions of Section 11.3.F, no No transfer by a Limited Partner of his its Partnership Units may be made to any Person if (i) in the opinion of legal counsel for the Partnership, it would result in the Partnership being treated as an association taxable as a corporation for federal income tax purposes, or would result in a termination corporation; (ii) it is made within one year after the consummation of the Partnership for federal income tax purposes or initial public offering of the Company; (iiiii) such transfer is effectuated through an "“established securities market" ” or a "“secondary market (or the substantial equivalent thereof)" within ” with the meaning of Section 7704 of the Code; (iv) such transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in Section 3(14) of ERISA) or a “disqualified person” (as defined in Section 4975(c) of the Code); (v) such transfer would, in the opinion oflegal counsel for the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.2-101; or (vi) such transfer would subject the Partnership to be regulated under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or the Employee Retirement Income Security Act of 1974, each as amended. E. Subject to the provisions of Section 11.3.F, no No transfer of any Partnership Units may be made to a lender to the Partnership or any Person who is related (within the meaning of Section 1.752-4(b) of the Regulations) to any lender to the Partnership if, in either case, such whose loan constitutes a Nonrecourse Liability, without the consent of the General Partner, which consent may be given or withheld by the General Partner in its sole and absolute discretion, ; provided that as a condition to such consent being granted the lender will be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the OPCO Shares Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code. F. Notwithstanding the foregoing provisions of this Section 11.3, a Limited Partner may pledge its Partnership Interest, or any of such Limited Partner's rights as a Limited Partner, in connection with any borrowing of the Partnership which is guaranteed by or otherwise recourse to such Limited Partner, and any transfer of such Partnership Interest (or of such rights) pursuant or subsequent to the exercise of rights or remedies in connection with such pledge shall be permitted hereunder. G. No transfer by a Limited Partner of its Partnership Units may be made to any Person if: (i) in the opinion of legal counsel for the Partnership, it would result in the Partnership being treated as an association taxable as a corporation for federal income tax purposes; (ii) such transfer would cause the Partnership to become, with respect to any employee benefit subject to Title I of ERISA, a "party-in-interest" (as defined in Section 3(14) of ERISA) or a "disqualified person" (as defined in Section 4975(c) of the Code); (iii) such transfer would, in the opinion of legal counsel for the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.2-101; (iv) such transfer would subject the Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or the Employee Retirement Income Security Act of 1974, each as amended; (v) without the consent of the General Partner, which consent may be withheld in its sole and absolute discretion, such transfer is a sale or exchange, and such sale or exchange would, when aggregated with all other sales and exchanges during the 12-month period ending on the date of the proposed transfer, result in 50% or more of the interests in Partnership capital and profits being sold or exchanged during such 12-month period; or (vi) such transfer is effectuated through an "established securities market" or a "secondary market (or the substantial equivalent thereof)" within the meaning of Section 7704 of the Code. H. Notwithstanding the other provisions of this Article 11, no transfer by a Limited Partner of its Partnership Units may be made to any Person if such transfer would result in an Ownership Excess by such transferee. If an Ownership Excess results from the acquisition of OPCO Shares by any Person, the Partnership shall have the right to redeem a number of Partnership Units sufficient to cause such Ownership Excess not to exist, for an amount of cash per Partnership Unit equal to the Value of an OPCO Share on the date of acquisition by such Person divided by the Conversion Factor.