Common use of Possible Restrictions on Transfer Clause in Contracts

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

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

Possible Restrictions on Transfer. Notwithstanding anything to the contrary contained in this Agreement, in the event of (i) the enactment (or imminent enactment) of any legislation, (ii) the publication of any temporary or final regulation by the Treasury Department (a “"Treasury Regulation”"), (iii) any ruling by the Internal Revenue Service or (iv) any judicial decision, that, in any such case, in the Opinion of Counsel, would result in the taxation of the Partnership for federal income tax purposes as a corporation or would otherwise subject the Partnership to being taxed as an entity for federal income tax purposes, then, either (a) the General Partner may impose such restrictions on the transfer of Units or of Partnership Interests as may be required, in the Opinion of Counsel, to prevent the Partnership from being taxed as a corporation or otherwise being taxed as an entity for federal income tax purposes, including, without limitation, making any amendments to this Agreement as the General Partner in its sole discretion may determine to be necessary or appropriate to impose such restrictions; , provided, that any such amendment to this Agreement that would result in the delisting or suspension of trading of the Class A Common Units on any National Securities Exchange on which the Class A Common Units are then traded must be approved by the holders of at least 66 2⁄3662/3% of the Outstanding Units (excluding for this purpose any Common Units, Series 1 Preferred Units, Class D Units and Class E Units held by the General Partner and its Affiliates and the number of I-Units that equal the number of Listed Shares and Voting Shares held by the General Partner and its Affiliates) or (b) upon the recommendation of the General Partner and the approval of the holders of at least 66 2⁄3662/3% of the Outstanding Units (excluding for this purpose any Common Units, Series 1 Preferred Units, Class D Units and Class E Units held by the General Partner and its Affiliates and the number of I-Units that equal the number of Listed Shares and Voting Shares held by the General Partner and its Affiliates), the Partnership may be converted into and reconstituted as a trust or any other type of legal entity (the “"New Entity”") in the manner and on the other terms so recommended and approved. In such event, the business of the Partnership shall be continued by the New Entity and the Units shall be converted into equity interests of the New Entity in the manner and on the terms so recommended and approved. Notwithstanding the foregoing, no such reconstitution shall take place unless the Partnership shall have received an Opinion of Counsel to the effect that the liability of the Limited Partners for the debts and obligations of the New Entity shall not, unless such Limited Partners take part in the control of the business of the New Entity, exceed that which otherwise had been applicable to such Limited Partners as limited partners of the Partnership under the Delaware Act.

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

Possible Restrictions on Transfer. Notwithstanding anything to the contrary contained in this Agreement, in the event of (i) the enactment (or imminent enactment) of any legislation, (ii) the publication of any temporary or final regulation by the Treasury Department (a “"Treasury Regulation”"), (iii) any ruling by the Internal Revenue Service or (iv) any judicial decision, that, in any such case, in the Opinion of Counsel, would result in the taxation of the Partnership for federal income tax purposes as a corporation or would otherwise subject the Partnership to being taxed as an entity for federal income tax purposes, then, either (a) the General Partner may impose such restrictions on the transfer of LP Units or of Partnership Interests as may be required, in the Opinion of Counsel, to prevent the Partnership from being taxed as a corporation or otherwise being taxed as an entity for federal income tax purposes, including, without limitation, making any amendments to this Agreement as the General Partner in its sole discretion may determine to be necessary or appropriate to impose such restrictions; , provided, that any such amendment to this Agreement that would result in the delisting or suspension of trading of the Class A Common Units on any National Securities Exchange on which the Class A Common Units are then traded must be approved by the holders of at least 66 2⁄3662/3% of the Outstanding Units (excluding for this purpose any Common Units, Series 1 Preferred Units, Class D Units and Class E Units held by the General Partner and its Affiliates and the number of I-Units that equal the number of Listed Shares and Voting Shares held by the General Partner and its Affiliates) voting as a separate class or (b) upon the recommendation of the General Partner and the approval of the holders of at least 66 2⁄3662/3% of the Outstanding Units (excluding for this purpose any Common LP Units, Series 1 Preferred Units, Class D Units and Class E Units held by the General Partner and its Affiliates and the number of I-Units that equal the number of Listed Shares and Voting Shares held by the General Partner and its Affiliates), the Partnership may be converted into and reconstituted as a trust or any other type of legal entity (the “"New Entity”") in the manner and on the other terms so recommended and approved. In such event, the business of the Partnership shall be continued by the New Entity and the LP Units shall be converted into equity interests of the New Entity in the manner and on the terms so recommended and approved. Notwithstanding the foregoing, no such reconstitution shall take place unless the Partnership shall have received an Opinion of Counsel to the effect that the liability of the Limited Partners for the debts and obligations of the New Entity shall not, unless such Limited Partners take part in the control of the business of the New Entity, exceed that which otherwise had been applicable to such Limited Partners as limited partners of the Partnership under the Delaware Act.

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

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

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

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

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

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

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

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

Possible Restrictions on Transfer. Notwithstanding anything to the contrary contained in this Agreement, in the event of (i) the enactment (or imminent enactment) of any legislation, (ii) the publication of any temporary or final regulation by the Treasury Department (a “Treasury Regulation”), (iii) any ruling by the Internal Revenue Service or (iv) any judicial decision, that, in any such case, in the Opinion of Counsel, would result in the taxation of the Partnership for federal income tax purposes as a corporation or would otherwise subject the Partnership to being taxed as an entity for federal income tax purposes, then, either (a) the General Partner may impose such restrictions on the transfer of Units or Partnership Interests as may be required, in the Opinion of Counsel, to prevent the Partnership from being taxed as a corporation or otherwise being taxed as an entity for federal income tax purposes, including, without limitation, making any amendments to this Agreement as the General Partner in its sole discretion may determine to be necessary or appropriate to impose such restrictions; provided, that any such amendment to this Agreement that would result in the delisting or suspension of trading of the Class A Common Units on any National Securities Exchange on which the Class A Common Units are then traded must be approved by the holders of at least 66 2⁄3% 66⅔% of the Outstanding Units (excluding for this purpose any Common Units, Series 1 Preferred Units, Class D Units and Class E C Units held by the General Partner and its Affiliates and the number of I-Units that equal the number of Listed Shares and Voting Shares held by the General Partner and its Affiliates) or (b) upon the recommendation of the General Partner and the approval of the holders of at least 66 2⁄3% 66⅔% of the Outstanding Units (excluding for this purpose any Common Units, Series 1 Preferred Units, Class D Units and Class E C Units held by the General Partner and its Affiliates and the number of I-Units that equal the number of Listed Shares and Voting Shares held by the General Partner and its Affiliates), the Partnership may be converted into and reconstituted as a trust or any other type of legal entity (the “New Entity”) in the manner and on the terms so recommended and approved. In such event, the business of the Partnership shall be continued by the New Entity and the Units shall be converted into equity interests of the New Entity in the manner and on the terms so recommended and approved. Notwithstanding the foregoing, no such reconstitution shall take place unless the Partnership shall have received an Opinion of Counsel to the effect that the liability of the Limited Partners for the debts and obligations of the New Entity shall not, unless such Limited Partners take part in the control of the business of the New Entity, exceed that which otherwise had been applicable to such Limited Partners as limited partners of the Partnership under the Delaware Act.

Possible Restrictions on Transfer. Notwithstanding anything to the contrary contained in this Agreement, in the event of (i) the enactment (or imminent enactment) of any legislation, (ii) the publication of any temporary or final regulation by the Treasury Department (a “Treasury Regulation”), (iii) any ruling by the Internal Revenue Service or (iv) any judicial decision, that, in any such case, in the Opinion of Counsel, would result in the taxation of the Partnership for federal income tax purposes as a corporation or would otherwise subject the Partnership to being taxed as an entity for federal income tax purposes, then, either (a) the General Partner may impose such restrictions on the transfer of Units or Partnership Interests as may be required, in the Opinion of Counsel, to prevent the Partnership from being taxed as a corporation or otherwise being taxed as an entity for federal income tax purposes, including, without limitation, making any amendments to this Agreement as the General Partner in its sole discretion may determine to be necessary or appropriate to impose such restrictions; provided, that any such amendment to this Agreement that would result in the delisting or suspension of trading of the Class A Common Units on any National Securities Exchange on which the Class A Common Units are then traded must be approved by the holders of at least 66 2⁄3% 66⅔% of the Outstanding Units (excluding for this purpose any Common Units, Series 1 Preferred Units, Class D Units and Class E Units held by the General Partner and its Affiliates and the number of I-Units that equal the number of Listed Shares and Voting Shares held by the General Partner and its Affiliates) or (b) upon the recommendation of the General Partner and the approval of the holders of at least 66 2⁄3% 66⅔% of the Outstanding Units (excluding for this purpose any Common Units, Series 1 Preferred Units, Class D Units and Class E Units held by the General Partner and its Affiliates and the number of I-Units that equal the number of Listed Shares and Voting Shares held by the General Partner and its Affiliates), the Partnership may be converted into and reconstituted as a trust or any other type of legal entity (the “New Entity”) in the manner and on the terms so recommended and approved. In such event, the business of the Partnership shall be continued by the New Entity and the Units shall be converted into equity interests of the New Entity in the manner and on the terms so recommended and approved. Notwithstanding the foregoing, no such reconstitution shall take place unless the Partnership shall have received an Opinion of Counsel to the effect that the liability of the Limited Partners for the debts and obligations of the New Entity shall not, unless such Limited Partners take part in the control of the business of the New Entity, exceed that which otherwise had been applicable to such Limited Partners as limited partners of the Partnership under the Delaware Act.

Possible Restrictions on Transfer. Notwithstanding anything to the contrary contained in this AgreementSection 3.5(d), in the event of (i) the enactment (or imminent enactment) of any legislation, (ii) the publication of any temporary or final regulation by the Treasury United States Department (a “Treasury Regulation”)of Treasury, (iii) any ruling by the Internal Revenue Service or (iv) any judicial decision, that, in any such case, in the Opinion opinion of Counselcounsel to the Company, would result in the taxation of the Partnership Company for federal income tax purposes as a corporation or would otherwise subject the Partnership to being taxed as an entity for federal income tax purposesassociation taxable as a corporation, then, either (a) the General Partner Board of Directors may impose such restrictions on the transfer of Units Common Shares or Partnership any Member Interests as may be required, in the Opinion opinion of Counselcounsel to the Company, to prevent the Partnership from being taxed taxation of the Company for federal income tax purposes as a corporation or otherwise being taxed as an entity for federal income tax purposesassociation taxable as a corporation, including, without limitation, including making any amendments to this Agreement as the General Partner Board of Directors in its sole discretion may determine to be necessary or appropriate to impose such restrictions; , provided, that any such amendment to this Agreement that would result in the delisting or suspension of trading of the Class A Common Units any class of Member Interests on any National Securities Exchange on which the Class A Common Units are such class of Member Interests is then traded must be approved by the holders Record Holders of at least 66 2⁄3% a majority of the Outstanding Units (excluding for this purpose any Common UnitsMember Interests of such class, Series 1 Preferred Unitswhich consent, Class D Units and Class E Units held by notwithstanding Section 10.10, may be effected through the General Partner and its Affiliates and the number use of I-Units that equal the number a written consent of Listed Shares and Voting Shares held by the General Partner and its Affiliates) such Record Holders, or (b) upon the recommendation of the General Partner Board of Directors and the approval at a meeting of the holders of at least 66 2⁄3% Shareholders (whether special or annual) of the Outstanding Units (excluding for this purpose any Common UnitsRecord Holders of a majority of the voting power of the Company, Series 1 Preferred Units, Class D Units and Class E Units held by the General Partner and its Affiliates and the number Record Holders of I-Units that equal a majority of the number Shares of Listed Shares and Voting Shares held each series of Member Interests entitled to vote thereon pursuant to the Member Interest Designation of such series (or such higher percentage as required by the General Partner and its Affiliatesany Member Interest Designation), the Partnership Company may be converted into and reconstituted as a trust or any other type of legal entity (the “"New Entity”") in the manner and on the other terms so recommended and approved. In such event, the business of the Partnership Company shall be continued by the New Entity and the Units shall be converted into equity interests of the New Entity in the manner and on the terms so recommended and approved. Notwithstanding the foregoing, no such reconstitution shall take place unless the Partnership Company shall have received an Opinion opinion of Counsel counsel to the Company to the effect that the liability of the Limited Partners Shareholders for the debts and obligations of the New Entity shall not, unless such Limited Partners take part in the control of the business of the New Entity, not exceed that which otherwise had been applicable to such Limited Partners Shareholders as limited partners members of the Partnership Company under the Delaware Act.

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

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

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

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

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