Common use of Limited Partners Rights to Transfer Clause in Contracts

Limited Partners Rights to Transfer. (1) Subject to the provisions of Sections 11.3C, 11.3D, 11.3E, and 11.4, a Limited Partner (other than CV GP) may, without the consent of the General Partner: (a) Transfer such Limited Partner's OP Units to any other Limited Partner, to a member of the family (as defined in section 267(c)(4) of the Code) of such transferring Limited Partner, or to a trust all of the beneficiaries of which are members of the family of such transferring Limited Partner, or pursuant to Section 8.6; and (b) pledge such Limited Partner's OP Units to any financial institution as collateral for any loan with respect to which such Limited Partner is personally liable. (2) Subject to the provisions of Sections 11.3C, 11.3D and 11.3E, a Limited Partner may Transfer any of such Limited Partner's OP Units, otherwise than in accordance with clause (1), above, only with the prior written consent of the General Partner. 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 the Incapacitated Limited Partner's 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 its OP Units 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, as amended, or would otherwise violate any Federal or state securities laws or regulations applicable to the Partnership or the OP Units. The General Partner may require (but shall not be obligated to accept) an opinion of legal counsel to the Limited Partner, in form and substance acceptable to the General Partner, to the effect that such filing would not be required and that such laws and regulations would not be violated. D. No Transfer by a Limited Partner of its OP Units may be made to any Person if: (i) in the opinion of legal counsel for the Partnership, it would result in the Partnership's being treated as an association or a publicly traded partnership taxable as a corporation; (ii) such Transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA other than a plan maintained by the General Partner or any Affiliate thereof, a "party-in-interest" (as defined in section 3(14) of ERISA) or, with respect to any "plan" (as defined in section 4975(e)(1) of the Code) other than a plan maintained by the General Partner or any Affiliate thereof, a "disqualified person" (as defined in section 4975(e)(2) 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 2510.3-101; (iv) such Transfer would subject the General Partner, any of its Affiliates, or 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; (v) except with the consent of the General Partner, 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; (vi) it would require the Partnership to register under the Investment Company Act of 1940;

Limited Partners Rights to Transfer. (1) Subject to the provisions of Sections 11.3C, 11.3D, 11.3E, and 11.4, a Limited Partner (other than CV GPthe Company) may, without the consent of the General Partner: (a) Transfer such Limited Partner's OP Units to any other Limited Partner, to a member of the family (as defined in section 267(c)(4) of the Code) of such transferring Limited Partner, or to a trust all of the beneficiaries of which are members of the family of such transferring Limited Partner, or pursuant to Section 8.6; and (b) pledge such Limited Partner's OP Units to any financial institution as collateral for any loan with respect to which such Limited Partner is personally liable. (2) Subject to the provisions of Sections 11.3C, 11.3D and 11.3E, a Limited Partner may Transfer any of such Limited Partner's OP Units, otherwise than in accordance with clause (1), above, only with the prior written consent of the General Partner. 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 the Incapacitated Limited Partner's 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 its OP Units 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, as amended, or would otherwise violate any Federal or state securities laws or regulations applicable to the Partnership or the OP Units. The General Partner may require (but shall not be obligated to accept) an opinion of legal counsel to the Limited Partner, in form and substance acceptable to the General Partner, to the effect that such filing would not be required and that such laws and regulations would not be violated. D. No Transfer by a Limited Partner of its OP Units may be made to any Person if: (i) in the opinion of legal counsel for the Partnership, it would result in the Partnership's being treated as an association or a publicly traded partnership taxable as a corporation; (ii) such Transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA other than a plan maintained by the General Partner or any Affiliate thereof, a "party-in-interest" (as defined in section 3(14) of ERISA) or, with respect to any "plan" (as defined in section 4975(e)(1) of the Code) other than a plan maintained by the General Partner or any Affiliate thereof, a "disqualified person" (as defined in section 4975(e)(2) 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 2510.3-101; (iv) such Transfer would subject the General Partner, any of its Affiliates, or 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; (v) except with the consent of the General Partner, 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; (vi) it would require the Partnership to register under the Investment Company Act of 1940;

Limited Partners Rights to Transfer. (1) A. Subject to the provisions of Sections 11.3C, 11.3D, 11.3E, and 11.4, a Limited Partner (other than CV GPthe Company) may, without the consent of the General Partner: (a) Transfer such Limited Partner's OP Units to any other Limited Partner, to a member of the family (as defined in section 267(c)(4) of the Code) of such transferring Limited Partner, or to a trust all of the beneficiaries of which are members of the family of such transferring Limited Partner, or pursuant to Section 8.6; and (b) pledge such Limited Partner's OP Units to any financial institution as collateral for any loan with respect to which such Limited Partner is personally liable. (21) Subject to the provisions of Sections 11.3C, 11.3D and 11.3E, a Limited Partner may Transfer any of such Limited Partner's OP Units, otherwise than in accordance with clause (1), above, only with the prior written consent of the General Partner. 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 the Incapacitated Limited Partner's 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 its OP Units 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, as amended, or would otherwise violate any Federal or state securities laws or regulations applicable to the Partnership or the OP Units. The General Partner may require (but shall not be obligated to accept) an opinion of legal counsel to the Limited Partner, in form and substance acceptable to the General Partner, to the effect that such filing would not be required and that such laws and regulations would not be violated. D. No Transfer by a Limited Partner of its OP Units may be made to any Person if: (i) in the opinion of legal counsel for the Partnership, it would result in the Partnership's being treated as an association or a publicly traded partnership taxable as a corporation; (ii) such Transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA other than a plan maintained by the General Partner or any Affiliate thereof, a "party-in-interest" (as defined in section 3(14) of ERISA) or, with respect to any "plan" (as defined in section 4975(e)(1) of the Code) other than a plan maintained by the General Partner or any Affiliate thereof, a "disqualified person" (as defined in section 4975(e)(2) 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 2510.3-101; (iv) such Transfer would subject the General Partner, any of its Affiliates, or 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; (v) except with the consent of the General Partner, 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; (vi) it would require the Partnership to register under the Investment Company Act of 1940;

Limited Partners Rights to Transfer. (1) A. Subject to the provisions of Sections 11.3C11.3.C, 11.3D11.3.D, 11.3E11.3.E, and 11.4, a Limited Partner (other than CV GPthe General Partner) maymay transfer, with or without the consent of the General Partner: (a) Transfer such Limited Partner's OP Units to , all or any other Limited Partner, to a member portion of the family (as defined in section 267(c)(4) of the Code) of such transferring Limited Partnerits Partnership Interest, or to a trust all of the beneficiaries of which are members of the family of such transferring Limited Partner, or pursuant to Section 8.6; and (b) pledge such Limited Partner's OP Units to any financial institution as collateral for any loan with respect to which such Limited Partner is personally liable. (2) Subject to the provisions of Sections 11.3C, 11.3D and 11.3E, a Limited Partner may Transfer any of such Limited Partner's OP Unitseconomic rights as a Limited Partner. In addition, otherwise than in accordance with clause (1)those Original Limited Partners which are themselves partnerships shall have the right to transfer, aboveassign, only with and convey their Partnership Units to their constituent partners, provided that such constituent partners shall first have executed and delivered a written agreement to be bound by the prior written consent terms, provisions, and conditions of the General PartnerExchange Rights Agreement and the Restructuring Agreement, and that at the time of such transfer, assignment, and conveyance to such constituent partners, the representations and warranties made by such constituent partners in any subscription or other documents are true and correct in all material respects. B. If a Limited Partner is subject to Incapacity, the partners, executor, administrator, trustee, committee, guardian, conservator, 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 transfer all or any part of the Incapacitated Limited Partner's 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 transfer by a Limited Partner of or its OP Partnership Units if, in the opinion of legal counsel to the PartnershipPartnership or the General Partner, such Transfer transfer would require filing of a registration statement under the Securities Act of 1933, as amended, 1933 or would otherwise violate any Federal federal or state securities laws or regulations applicable to the Partnership or the OP Partnership Units. The General Partner may require (but shall not be obligated to accept) an opinion of legal counsel to the Limited Partner, in form and substance acceptable to the General Partner, to the effect that such filing would not be required and that such laws and regulations would not be violated. D. No Transfer transfer by a Limited Partner of its OP Partnership Units may be made to any Person if: (iif:(i) in the opinion of legal counsel for the PartnershipPartnership or the General Partner, it would result in the Partnership's Partnership being treated as an association or a publicly traded partnership taxable as a corporation; (ii) such Transfer 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; (iii) such transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA other than a plan maintained by the General Partner or any Affiliate thereofERISA, a "party-in-interest" (as defined in section Section 3(14) of ERISA) or, with respect to any "plan" (as defined in section 4975(e)(1) of the Code) other than a plan maintained by the General Partner or any Affiliate thereof, a "disqualified person" (as defined in section 4975(e)(2Section 4975(c) of the Code); (iiiiv) such Transfer transfer would, in the opinion of legal counsel for the PartnershipPartnership or the General Partner, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations section 2510.3Section 2510.2-101; (ivv) such Transfer transfer would subject the General Partner, any of its Affiliates, or the Partnership to be regulated under the Investment Company Act of 1940, the Investment Advisors Act of 1940, 1940 or the Employee Retirement Income Security Act of 1974, each as amended; or (vvi) except with in the consent opinion of legal counsel for the Partnership or the General Partner, such Transfer is it would adversely affect the ability of PGP to continue to qualify as a sale REIT or exchange, and such sale subject PGP to any additional taxes under Section 857 or exchange would, when aggregated with all other sales and exchanges during the 12-month period ending on the date Section 4981 of the proposed Transfer, result in 50% or more of the interests in Partnership capital and profits being sold or exchanged; (vi) it would require the Partnership to register under the Investment Company Act of 1940;Code.

Limited Partners Rights to Transfer. (1) A. Subject to the provisions of Sections 11.3C11.3.C, 11.3D11.3.D, 11.3E, 11.3.E and 11.4, a Limited Partner (other than CV GPthe General Partner) maymay transfer, with or without the consent of the General Partner: (a) Transfer such Limited Partner's OP Units to , all or any other Limited Partner, to a member portion of the family (as defined in section 267(c)(4) of the Code) of such transferring Limited Partnerhis Partnership Interest, or to a trust all of the beneficiaries of which are members of the family of such transferring Limited Partner, or pursuant to Section 8.6; and (b) pledge such Limited Partner's OP Units to any financial institution as collateral for any loan with respect to which such Limited Partner is personally liable. (2) Subject to the provisions of Sections 11.3C, 11.3D and 11.3E, a Limited Partner may Transfer any of such Limited Partner's OP Unitsrights as a Limited Partner, otherwise than in accordance with clause (1), above, only with the provided that prior written consent notice of such proposed transfer is delivered to the General Partner. B. If a Limited Partner is subject to Incapacity, the executor, administrator, trustee, committee, guardian, conservator, 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, Partners for the purpose of settling or managing the estate and such power as the Incapacitated Limited Partner possessed to Transfer transfer all or any part of the Incapacitated Limited Partner's 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 transfer by a Limited Partner of its OP his Partnership Units if, in the opinion of legal counsel to the Partnership, such Transfer transfer would require filing of a registration statement under the Securities Act of 1933, as amended, 1933 or would otherwise violate any Federal federal or state securities laws or regulations applicable to the Partnership or the OP Units. The General Partner may require (but shall not be obligated to accept) an opinion of legal counsel to the Limited Partner, in form and substance acceptable to the General Partner, to the effect that such filing would not be required and that such laws and regulations would not be violatedPartnership Unit. D. No Transfer transfer by a Limited Partner of its OP his Partnership Units may be made to any Person if: if (i) in the opinion of legal counsel for the Partnership, it would result in the Partnership's Partnership being treated as an association or a publicly traded partnership taxable as a corporation; , or (ii) such Transfer would cause 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. No transfer of any Partnership Units may be made to a lender to the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA other than a plan maintained by the General Partner or any Affiliate thereof, a "partyPerson who is related (within the meaning of Section 1.752-in-interest" (as defined in section 3(14) of ERISA) or, with respect to any "plan" (as defined in section 4975(e)(14(b) of the CodeRegulations) other than a plan maintained by the General Partner or to any Affiliate thereof, a "disqualified person" (as defined in section 4975(e)(2) of the Code); (iii) such Transfer would, in the opinion of legal counsel for the Partnership, cause any portion of the assets of lender to the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations section 2510.3-101; (iv) such Transfer would subject the General Partner, any of its Affiliates, or 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; (v) except with whose loan constitutes a Nonrecourse Liability without the consent of the General Partner, in its sole and absolute discretion, provided that as a condition to such Transfer consent the lender will be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the Redemption 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 sale or exchange, and partner in the Partnership for purposes of allocating liabilities to such sale or exchange would, when aggregated with all other sales and exchanges during the 12-month period ending on the date lender under Section 752 of the proposed Transfer, result in 50% or more of the interests in Partnership capital and profits being sold or exchanged; (vi) it would require the Partnership to register under the Investment Company Act of 1940;Code.

Limited Partners Rights to Transfer. (1) A. Subject to the provisions of Sections 11.3C11.3.C, 11.3D11.3.D, 11.3E11.3.E, and 11.4, a Limited Partner (other than CV GPthe General Partner) maymay transfer, with or without the consent of the General Partner: (a) Transfer such Limited Partner's OP Units to , all or any other Limited Partner, to a member portion of the family (as defined in section 267(c)(4) of the Code) of such transferring Limited Partnerits Partnership Interest, or to a trust all of the beneficiaries of which are members of the family of such transferring Limited Partner, or pursuant to Section 8.6; and (b) pledge such Limited Partner's OP Units to any financial institution as collateral for any loan with respect to which such Limited Partner is personally liable. (2) Subject to the provisions of Sections 11.3C, 11.3D and 11.3E, a Limited Partner may Transfer any of such Limited Partner's OP Unitseconomic rights as a Limited Partner. In addition, otherwise than in accordance with clause (1)those Original Limited Partners which are themselves partnerships shall have the right to transfer, aboveassign, only with and convey their Partnership Units to their constituent partners, provided that such constituent partners shall first have executed and delivered a written agreement to be bound by the prior written consent terms, provisions, and conditions of the General PartnerExchange Rights Agreement and the Restructuring Agreement, and that at the time of such transfer, assignment, and conveyance to such constituent partners, the representations and warranties made by such constituent partners in any subscription or other documents are true and correct in all material respects. B. If a Limited Partner is subject to Incapacity, the partners, executor, administrator, trustee, committee, guardian, conservator, 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 transfer all or any part of the Incapacitated Limited Partner's 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 transfer by a Limited Partner of or its OP Partnership Units if, in the opinion of legal counsel to the PartnershipPartnership or the General Partner, such Transfer transfer would require filing of a registration statement under the Securities Act of 1933, as amended, 1933 or would otherwise violate any Federal federal or state securities laws or regulations applicable to the Partnership or the OP Partnership Units. The General Partner may require (but shall not be obligated to accept) an opinion of legal counsel to the Limited Partner, in form and substance acceptable to the General Partner, to the effect that such filing would not be required and that such laws and regulations would not be violated. D. No Transfer transfer by a Limited Partner of its OP Partnership Units may be made to any Person if: (i) in the opinion of legal counsel for the PartnershipPartnership or the General Partner, it would result in the Partnership's Partnership being treated as an association or a publicly traded partnership taxable as a corporation; (ii) such Transfer 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; (iii) such transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA other than a plan maintained by the General Partner or any Affiliate thereofERISA, a "party-in-interest" (as defined in section Section 3(14) of ERISA) or, with respect to any "plan" (as defined in section 4975(e)(1) of the Code) other than a plan maintained by the General Partner or any Affiliate thereof, a "disqualified person" (as defined in section 4975(e)(2Section 4975(c) of the Code); (iiiiv) such Transfer transfer would, in the opinion of legal counsel for the PartnershipPartnership or the General Partner, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations section 2510.3Section 2510.2-101; (ivv) such Transfer transfer would subject the General Partner, any of its Affiliates, or the Partnership to be regulated under the Investment Company Act of 1940, the Investment Advisors Act of 1940, 1940 or the Employee Retirement Income Security Act of 1974, each as amended; or (vvi) except with in the consent opinion of legal counsel for the Partnership or the General Partner, such Transfer is it would adversely affect the ability of PGP to continue to qualify as a sale REIT or exchange, and such sale subject PGP to any additional taxes under Section 857 or exchange would, when aggregated with all other sales and exchanges during the 12-month period ending on the date Section 4981 of the proposed Transfer, result in 50% Code. E. No transfer of any Partnership Units may be made to a lender to the Partnership or more any Person who is related (within the meaning of Section 1.752-4(b) of the interests in Partnership capital and profits being sold or exchanged; (viRegulations) it would require the Partnership to register under the Investment Company Act of 1940;any lender

Limited Partners Rights to Transfer. (1) A. Subject to the provisions of Sections 11.3C11.3.C, 11.3D11.3.D, 11.3E, 11.3.E and 11.4, a Limited Partner (other than CV GPthe General Partner) maymay transfer, with or without the consent of the General Partner: (a) Transfer such Limited Partner's OP Units to , all or any other Limited Partner, to a member portion of the family (as defined in section 267(c)(4) of the Code) of such transferring Limited Partnerhis Partnership Interest, or to a trust all of the beneficiaries of which are members of the family of such transferring Limited Partner, or pursuant to Section 8.6; and (b) pledge such Limited Partner's OP Units to any financial institution as collateral for any loan with respect to which such Limited Partner is personally liable. (2) Subject to the provisions of Sections 11.3C, 11.3D and 11.3E, a Limited Partner may Transfer any of such Limited Partner's OP Units’s rights as a Limited Partner, otherwise than in accordance with clause (1), above, only with the provided that prior written consent notice of such proposed transfer is delivered to the General Partner. B. If a Limited Partner is subject to Incapacity, the executor, administrator, trustee, committee, guardian, conservator, 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, Partners for the purpose of settling or managing the estate and such power as the Incapacitated Limited Partner possessed to Transfer transfer all or any part of the Incapacitated Limited Partner's 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 transfer by a Limited Partner of its OP his Partnership Units if, in the opinion of legal counsel to the Partnership, such Transfer transfer would require filing of a registration statement under the Securities Act of 1933, as amended, 1933 or would otherwise violate any Federal federal or state securities laws or regulations applicable to the Partnership or the OP Units. The General Partner may require (but shall not be obligated to accept) an opinion of legal counsel to the Limited Partner, in form and substance acceptable to the General Partner, to the effect that such filing would not be required and that such laws and regulations would not be violatedPartnership Unit. D. No Transfer transfer by a Limited Partner of its OP his Partnership Units may be made to any Person if: if (i) in the opinion of legal counsel for the Partnership, it would result in the Partnership's Partnership being treated as an association or a publicly traded partnership taxable as a corporation; , or (ii) such Transfer would cause 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. No transfer of any Partnership Units may be made to a lender to the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA other than a plan maintained by the General Partner or any Affiliate thereof, a "partyPerson who is related (within the meaning of Section 1.752-in-interest" (as defined in section 3(14) of ERISA) or, with respect to any "plan" (as defined in section 4975(e)(14(b) of the CodeRegulations) other than a plan maintained by the General Partner or to any Affiliate thereof, a "disqualified person" (as defined in section 4975(e)(2) of the Code); (iii) such Transfer would, in the opinion of legal counsel for the Partnership, cause any portion of the assets of lender to the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations section 2510.3-101; (iv) such Transfer would subject the General Partner, any of its Affiliates, or 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; (v) except with whose loan constitutes a Nonrecourse Liability without the consent of the General Partner, in its sole and absolute discretion, provided that as a condition to such Transfer consent the lender will be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the Redemption 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 sale or exchange, and partner in the Partnership for purposes of allocating liabilities to such sale or exchange would, when aggregated with all other sales and exchanges during the 12-month period ending on the date lender under Section 752 of the proposed Transfer, result in 50% or more of the interests in Partnership capital and profits being sold or exchanged; (vi) it would require the Partnership to register under the Investment Company Act of 1940;Code.