Common use of Restrictions on Exercise of Redemption Right and Deferred Clause in Contracts

Restrictions on Exercise of Redemption Right and Deferred. Redemption Right. ---------------- (i) Notwithstanding the provisions of Sections 8.05(a) and 8.05(b), a Limited Partner shall be entitled to exercise the Redemption Right only if the redemption or purchase of the Limited Partner's Partnership Units would constitute a Private Transfer (within the meaning of clause (v) of the definition of Private Transfer). (ii) Notwithstanding the provisions of Sections 8.05(i) and 8.05(b), a Limited Partner shall be entitled to exercise the Deferred Redemption Right only if (x) the redemption or purchase of the Limited Partner's Partnership Units would constitute a Private Transfer (within the meaning of clause (v) of the definition of Private Transfer) or (y) the number of Partnership Units to be purchased or redeemed, when aggregated with other Transfers of Partnership Units within the same taxable year of the Partnership (but not including Private Transfers), would constitute an LP Unit Percentage of ten percent (10%) or less. (iii) The General Partner may establish such policies and procedures as it may deem necessary or desirable in its sole discretion to administer the 10% LP Unit Percentage limit set forth in subparagraph (ii) above, including without limitation imposing further limitations on the number of Partnership Units with respect to which the Deferred Redemption Right may be exercised to coordinate the exercise of the Deferred Redemption Right with the limitations on Transfers set forth in Section 9.02(e) and by establishing procedures to allocate the ability to exercise the Deferred Redemption Right among the Limited Partners and over the course of any taxable year. (iv) The restrictions set forth in this Section 8.05(j) shall continue in effect until such time as the Partnership is no longer potentially subject to classification as a publicly traded partnership, as defined in Section 7704 of the Code, in the absence of such restrictions, as determined by the General Partner in its discretion. The restrictions set forth in this Section 8.05(j), together with the restrictions on the Transfer of Partnership Units set forth in Section 9.02, are intended to limit transfers of interests in the Partnership in such a manner as to permit the Partnership to qualify for the safe harbors from treatment as a publicly traded partnership set forth in both Treasury Regulations Sections 1.7704-1(d), (e), (f) and (j) and Sections II.B, II.C.2

Restrictions on Exercise of Redemption Right and Deferred. Redemption Right. ---------------- (i) Notwithstanding the provisions of Sections 8.05(a) and 8.05(b), a Limited Partner shall be entitled to exercise the Redemption Right only if the redemption or purchase of the Limited Partner's Partnership Units would constitute a Private Transfer (within the meaning of clause (v) of the definition of Private Transfer). (ii) Notwithstanding the provisions of Sections 8.05(i) and 8.05(b), a Limited Partner shall be entitled to exercise the Deferred Redemption Right only if (x) the redemption or purchase of the Limited Partner's Partnership Units would constitute a Private Transfer (within the meaning of clause (v) of the definition of Private Transfer) or (y) the number of Partnership Units to be purchased or redeemed, when aggregated with other Transfers of Partnership Units within the same taxable year of the Partnership (but not including Private Transfers), would constitute an LP Unit Percentage of ten percent (10%) or less. (iii) The General Partner may establish such policies and procedures as it may deem necessary or desirable in its sole discretion to administer the 10% LP Unit Percentage limit set forth in subparagraph (ii) above, including without limitation by imposing further limitations on the number of Partnership Units with respect to which the Deferred Redemption Right may be exercised to coordinate the exercise of the Deferred Redemption Right with the limitations on Transfers set forth in Section 9.02(e) and by establishing procedures to allocate the ability to exercise the Deferred Redemption Right among the Limited Partners and over the course of any taxable year. (iv) The restrictions set forth in this Section 8.05(j) shall continue in effect until such time as the Partnership is no longer potentially subject to classification as a publicly traded partnership, as defined in Section 7704 of the Code, in the absence of such restrictions, as determined by the General Partner in its discretion. The restrictions set forth in this Section 8.05(j), together with the restrictions on the Transfer of Partnership Units set forth in Section 9.02, are intended to limit transfers of interests in the Partnership in such a manner as to permit the Partnership to qualify for the safe harbors from treatment as a publicly traded partnership set forth in both Treasury Regulations Sections 1.7704-1(d), (e), (f) and (j) and Sections II.Bshall be construed and administered in accordance therewith. The General Partner may modify the restrictions set forth in this Section 8.05(j), II.C.2and the provisions of Section 9.02, from time to time in its discretion to ensure that the Partnership complies and continues to comply with such requirements.

Restrictions on Exercise of Redemption Right and Deferred. Redemption Right. ---------------- (i) Notwithstanding the provisions of Sections 8.05(a) and 8.05(b), a Limited Partner shall be entitled to exercise the Redemption Right only if the redemption or purchase of the Limited Partner's Partnership Units would constitute a Private Transfer (within the meaning of clause (v) of the definition of Private Transfer). (ii) Notwithstanding the provisions of Sections 8.05(i8.05(h) and 8.05(b), a Limited Partner shall be entitled to exercise the Deferred Redemption Right only if (x) the redemption or purchase of the Limited Partner's Partnership Units would constitute a Private Transfer (within the meaning of clause (v) of the definition of Private Transfer) or (y) the number of Partnership Units to be purchased or redeemed, when aggregated with other Transfers of Partnership Units within the same taxable year of the Partnership (but not including Private Transfers), would constitute an LP Unit Percentage of ten percent (10%) or less. (iii) The General Partner may establish such policies and procedures as it may deem necessary or desirable in its sole discretion to administer the 10% LP Unit Percentage limit set forth in subparagraph (ii) above, including without limitation imposing further limitations on the number of Partnership LP Units with respect to which the Deferred Redemption Right may be exercised to coordinate the exercise during any period of the Deferred Redemption Right with the limitations on Transfers set forth in Section 9.02(e) time shorter than a calendar year and by establishing procedures to allocate the ability to exercise the Deferred Redemption Right among the Limited Partners and over the course of any taxable yearPartners. (iv) The restrictions set forth in this Section 8.05(jparagraph (i) shall continue in effect until such time as the Partnership is no longer potentially subject to classification as a publicly traded partnership, as defined in Section 7704 of the Code, in the absence of such restrictions, as determined by the General Partner in its discretion. The restrictions set forth in this Section 8.05(jparagraph (i), together with the restrictions on the Transfer of Partnership Units set forth in Section 9.02, are intended to limit transfers of interests in the Partnership in such a manner as to permit the Partnership to qualify for the safe harbors from treatment as a publicly traded partnership set forth in both Treasury Regulations Sections 1.7704-1(d), (e), (f) and (j) and Sections II.B, II.C.2II.C.2 and II.E.1 of Notice 88-75, and shall be construed and administered in accordance therewith. The General Partner may modify the restrictions set forth in this paragraph (i), and the provisions of Section 9.02, from time to time in its discretion to ensure that the Partnership complies and continues to comply with such requirements.