Common use of Restrictions on General Partner’s Authority Clause in Contracts

Restrictions on General Partner’s Authority. (a) The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreement, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; or (v) transferring its interest as general partner of the Partnership. (b) Except as provided in Articles XII and XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination) or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Partnership, taken as a whole, without the approval of holders of a Unit Majority; provided, however, that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership or the Operating Partnership and shall not apply to any forced sale of any or all of the assets of the Partnership or the Operating Partnership pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of a Unit Majority, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating Partnership Agreement or, except as expressly permitted by Section 7.9(d), take any action permitted to be taken by a partner of the Operating Partnership, in either case, that would have a material adverse effect on the Partnership as a partner of the Operating Partnership or the holders of Common Units (other than the General Partner and its Affiliates) or (ii) except as permitted under Sections 4.6, 11.1 and 11.2, elect or cause the Partnership to elect a successor general partner.

Restrictions on General Partner’s Authority. (a) The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreement, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; or (v) transferring its interest as general partner of the Partnership. (b) Except as provided in Articles XII and XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination) or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating PartnershipPartnerships, taken as a whole, without the approval of holders of a Unit Majority; provided, however, provided however that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership or the Operating Partnership Partnerships and shall not apply to any forced sale of any or all of the assets of the Partnership or the Operating Partnership Partnerships pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of a Unit Majority, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating Partnership Agreement Agreements or, except as expressly permitted by Section 7.9(d), take any action permitted to be taken by a partner of the an Operating Partnership, in either case, that would have a material adverse effect on the Partnership as a partner of the an Operating Partnership or the holders of Common Units (other than the General Partner and its Affiliates) or (ii) except as permitted under Sections 4.6, 11.1 and 11.2, elect or cause the Partnership to elect a successor general partner.

Restrictions on General Partner’s Authority. (a) The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreement, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; or (v) transferring its interest as general partner of the Partnership. (b) Except as provided in Articles XII and XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination) or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Partnership or the Operating Partnership, taken as a whole, without the approval of holders of a Unit MajorityMajority and Special Approval; provided, however, provided however that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership or the Operating Partnership and shall not apply to any forced sale of any or all of the assets of the Partnership or the Operating Partnership pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of a Unit Majority, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating Partnership Agreement or, except as expressly permitted by Section 7.9(d), take any action permitted to be taken by a partner of the Operating Partnership, in either case, that would have a material adverse effect on the Partnership as a partner of the Operating Partnership or the holders of Common Units (other than the General Partner and its Affiliates) or (ii) except as permitted under Sections 4.6, 11.1 and 11.2, elect or cause the Partnership to elect a successor general partnerpartner of the Partnership.

Restrictions on General Partner’s Authority. (a) The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests Partners or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests Partners subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreement, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; manner or (v) transferring its interest as general partner of the PartnershipGeneral Partner Interest. (b) Except as provided in Articles XII and XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s 's assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination) or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Partnership, taken as a whole, without the approval of holders of a Unit Majoritythe Limited Partners; provided, however, provided however that this provision shall not preclude or limit the General Partner’s 's ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership or the Operating Partnership and shall not apply to any forced sale of any or all of the assets of the Partnership or the Operating Partnership pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of at least a Unit Majority, the General Partner shall not, on behalf of the Partnership, not (i) consent to any amendment to the Operating Partnership this Agreement or, except as expressly permitted by Section 7.9(d)) of the MLP Agreement, take any action permitted to be taken by a partner of the Operating PartnershipPartner, in either case, that would have a material adverse effect on the Partnership MLP as a partner of the Operating Partnership or the holders of Common Units (other than the General Partner and its Affiliates) or (ii) except as permitted under Sections 4.64.2, 11.1 and 11.211.2 of this Agreement, elect or cause the Partnership to elect a successor general partnerpartner of the Partnership.

Restrictions on General Partner’s Authority. (a) The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreementwithout limitation, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement; (ii) possessing possess Partnership property, or assigning assign any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting admit a Person as a Partner, except as otherwise provided in this Agreement; (iv) amending amend this Agreement in any manner, except as otherwise provided in this Agreement; or (v) transferring transfer its interest as general partner of the Partnership, except as otherwise provided in this Agreement. (b) Except as provided in Articles XII and XIVArticle XIII, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s 's assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combinationcombination with any other Person) or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Partnership, taken as a whole, without the approval of holders of a Unit Majoritythe Limited Partner; provided, however, that this provision shall not preclude or limit the General Partner’s 's ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the Partnership's assets of the Partnership or the Operating Partnership and shall not apply to any forced sale of any or all of the Partnership's assets of the Partnership or the Operating Partnership pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without . (c) At all times while serving as the approval general partner of holders of a Unit Majoritythe Partnership, the General Partner shall notnot make any dividend or distribution on, on behalf of the Partnershipor repurchase any shares of, (i) consent to any amendment to the Operating Partnership Agreement or, except as expressly permitted by Section 7.9(d), its stock or take any other action permitted within its control if the effect of such dividend, distribution, repurchase or other action would be to be taken by a partner reduce its net worth below an amount necessary to receive an Opinion of the Operating Partnership, in either case, Counsel that would have a material adverse effect on the Partnership will be treated as a partner of the Operating Partnership or the holders of Common Units (other than the General Partner and its Affiliates) or (ii) except as permitted under Sections 4.6, 11.1 and 11.2, elect or cause the Partnership to elect a successor general partnerpartnership for federal income tax purposes.

Restrictions on General Partner’s Authority. (a) The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests Partners or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests Partners subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreementwithout limitation, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement; (ii) possessing possess Partnership property, or assigning assign any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting admit a Person as a Partner, except as otherwise provided in this Agreement; (iv) amending amend this Agreement in any manner, except as otherwise provided in this Agreement or applicable law; or (v) transferring transfer its interest as general partner of the Partnership, except as otherwise provided in this Agreement. (b) Except as provided in Articles XII and Article XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combinationcombination with any other Person) or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Enbridge Energy, Limited Partnership, taken as a whole, without the approval of the holders of at least a Unit Majoritymajority of the Outstanding Units; provided, however, that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the Partnership’s assets of the Partnership or the Operating Partnership any Subsidiary’s assets and shall not apply to any forced sale of any or all of the Partnership’s assets of the Partnership or the Operating Partnership any Subsidiary’s assets pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of the holders of at least a Unit Majoritymajority of the Outstanding Units, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating partnership agreement of Enbridge Energy, Limited Partnership Agreement or, except as expressly permitted by Section 7.9(d6.9(d), take any action permitted to be taken by a the limited partner of the Operating Enbridge Energy, Limited Partnership, in either case, that would have a material adverse effect on adversely affect the Partnership as a limited partner of Enbridge Energy, Limited Partnership. (c) Unless approved by the affirmative vote of the holders of at least 66 2⁄3% of each class of the Outstanding Units, the General Partner shall not take any action or refuse to take any reasonable action the effect of which, if taken or not taken, as the case may be, would be to cause the Partnership or any Subsidiary to be taxable as a corporation or otherwise taxed as an entity for federal income tax purposes. (d) At all times while serving as the general partner of the Operating Partnership or the holders of Common Units (other than Partnership, the General Partner and shall not make any dividend or distribution on, or repurchase any shares of, its Affiliates) stock or (ii) except as permitted under Sections 4.6take any other action within its control if the effect of such dividend, 11.1 and 11.2distribution, elect repurchase or cause other action would be to reduce its net worth below an amount necessary to receive an Opinion of Counsel that the Partnership to elect will be treated as a successor general partnerpartnership for federal income tax purposes.

Restrictions on General Partner’s Authority. (a) The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreementwithout limitation, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement; (ii) possessing possess Partnership property, or assigning assign any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting admit a Person as a Partner, except as otherwise provided in this Agreement; (iv) amending amend this Agreement in any manner, except as otherwise provided in this Agreement; or (v) transferring transfer its interest as general partner of the Partnership, except as otherwise provided in this Agreement. (b) Except as provided in Articles XII XIII and XIVXV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s 's assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination) or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Partnership, taken as a whole, without the approval of holders of a Unit Majoritythe Limited Partner; provided, however, that this provision shall not preclude or limit the General Partner’s 's ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the Partnership's assets of the Partnership or the Operating Partnership and shall not apply to any forced sale of any or all of the Partnership's assets of the Partnership or the Operating Partnership pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without . (c) Unless approved by the approval of holders of a Unit MajorityLimited Partner, the General Partner shall notnot take any action or refuse to take any reasonable action the effect of which, on behalf if taken or not taken, as the case may be, would be to cause the Partnership to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes; provided that this Section 6.3(c) shall not be construed to apply to amendments to this Agreement (which are governed by Article XIV) or mergers or consolidations of the Partnership with any Person (which are governed by Article XV). (d) At all times while serving as the general partner of the Partnership, (i) consent to any amendment to the Operating Partnership Agreement or, except as expressly permitted by Section 7.9(d), take any action permitted to be taken by a partner of the Operating Partnership, in either case, that would have a material adverse effect on the Partnership as a partner of the Operating Partnership or the holders of Common Units (other than the General Partner and shall not make any dividend or distribution on, or repurchase any shares of, its Affiliates) stock or (ii) except as permitted under Sections 4.6take any other action within its control if the effect of such dividend, 11.1 and 11.2distribution, elect repurchase or cause other action would be to reduce its net worth below an amount necessary to receive an Opinion of Counsel that the Partnership to elect will be treated as a successor general partnerpartnership for federal income tax purposes.

Restrictions on General Partner’s Authority. (a) The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests Common Units or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests Common Units subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreementwithout limitation, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement; (ii) possessing possess Partnership property, or assigning assign any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting admit a Person as a Partner, except as otherwise provided in this Agreement; (iv) amending amend this Agreement in any manner, except as otherwise provided in this Agreement; or (v) transferring transfer its interest as general partner of the Partnership, except as otherwise provided in this Agreement. (b) Except as provided in Articles XII XIV and XIVXVI, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s 's assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination) or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Partnership, taken as a whole, without the approval of the holders of at least a Unit Majoritymajority of the Outstanding Common Units; provided, however, that this provision shall not preclude or limit the General Partner’s 's ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the Partnership's assets of the Partnership or the Operating Partnership and shall not apply to any forced sale of any or all of the Partnership's assets of the Partnership or the Operating Partnership pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of the holders of a Unit Majorityat least two-thirds of the Outstanding Common Units, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating Partnership Agreement or, except as expressly permitted by Section 7.9(d6.9(d), take any action permitted to be taken by a partner of the Operating Partnership, in either case, that would have a material adverse effect on the Partnership as a partner of the Operating Partnership or the holders of Common Units (other than the General Partner and its Affiliates) or (ii) except as permitted under Sections 4.6, 11.1 and 11.2, 13.1 and 13.2 elect or cause the Partnership to elect a successor general partnerpartner of the Operating Partnership. (c) Unless approved by the affirmative vote of the holders of at least two-thirds of the Outstanding Common Units (excluding for purposes of such determination Common Units owned by the General Partner and its Affiliates), the General Partner shall not take any action or refuse to take any reasonable action the effect of which, if taken or not taken, as the case may be, would be to cause the Partnership or the Operating Partnership to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes; provided that this Section 6.3(c) shall not be construed to apply to amendments to this Agreement (which are governed by Article XV) or mergers or consolidations of the Partnership with any Person (which are governed by Article XVI).

Restrictions on General Partner’s Authority. (a) The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests Partners or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests Partners subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreementwithout limitation, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement; (ii) possessing possess Partnership property, or assigning assign any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting admit a Person as a Partner, except as otherwise provided in this Agreement; (iv) amending amend this Agreement in any manner, except as otherwise provided in this Agreement or applicable law; or (v) transferring transfer its interest as general partner of the Partnership, except as otherwise provided in this Agreement. (b) Except as provided in Articles XII and Article XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combinationcombination with any other Person) or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Enbridge Energy, Limited Partnership, taken as a whole, without the approval of the holders of at least a Unit Majoritymajority of the Outstanding Units; provided, however, that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the Partnership’s assets of the Partnership or the Operating Partnership any Subsidiary’s assets and shall not apply to any forced sale of any or all of the Partnership’s assets of the Partnership or the Operating Partnership any Subsidiary’s assets pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of the holders of at least a Unit Majoritymajority of the Outstanding Units, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating partnership agreement of Enbridge Energy, Limited Partnership Agreement or, except as expressly permitted by Section 7.9(d6.9(d), take any action permitted to be taken by a the limited partner of the Operating Enbridge Energy, Limited Partnership, in either case, that would have a material adverse effect on adversely affect the Partnership as a limited partner of Enbridge Energy, Limited Partnership. (c) Unless approved by the affirmative vote of the holders of at least 66⅔% of each class of the Outstanding Units, the General Partner shall not take any action or refuse to take any reasonable action the effect of which, if taken or not taken, as the case may be, would be to cause the Partnership or any Subsidiary to be taxable as a corporation or otherwise taxed as an entity for federal income tax purposes. (d) At all times while serving as the general partner of the Operating Partnership or the holders of Common Units (other than Partnership, the General Partner and shall not make any dividend or distribution on, or repurchase any shares of, its Affiliates) stock or (ii) except as permitted under Sections 4.6take any other action within its control if the effect of such dividend, 11.1 and 11.2distribution, elect repurchase or cause other action would be to reduce its net worth below an amount necessary to receive an Opinion of Counsel that the Partnership to elect will be treated as a successor general partnerpartnership for federal income tax purposes.

Restrictions on General Partner’s Authority. (a) The General Partner Partners may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreement, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; or (v) transferring its interest as general partner of the Partnership. (b) Except as provided in Articles XII and XIV, the no General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination) or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Partnership, taken as a wholeCompany, without the approval of holders of a Unit Majority; provided, however, provided however that this provision shall not preclude or limit the General Partner’s Partners’ ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership or the Operating Partnership Company and shall not apply to any forced sale of any or all of the assets of the Partnership or the Operating Partnership Company pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of a Unit Majority, the Managing General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating Partnership Company Agreement or, except as expressly permitted by Section 7.9(d), take any action permitted to be taken by a partner member of the Operating PartnershipCompany, in either case, that would have a adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to any other class of Partnership Interests) in any material adverse effect on the Partnership as a partner of the Operating Partnership or the holders of Common Units (other than the General Partner and its Affiliates) respect or (ii) except as permitted under Sections 4.6, 11.1 and 11.2, elect or cause the Partnership to elect a successor general partnerpartner of the Partnership.

Restrictions on General Partner’s Authority. (a) The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreement, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, in each case for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; or (v) transferring its interest as general partner of the Partnership. (b) Except as provided in Articles XII and XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination) or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Partnership, taken as a whole, without the approval of holders of a Unit Majority; provided, however, provided however that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership or the Operating Partnership and shall not apply to any forced sale of any or all of the assets of the Partnership or the Operating Partnership pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of a Unit Majority, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating Partnership Agreement or, except as expressly permitted by Section 7.9(d), take any action permitted to be taken by a partner of the Operating Partnership, in either case, that would have a material adverse effect on the Partnership as a partner of the Operating Partnership or the holders of Common Units (other than the General Partner and its Affiliates) or (ii) except as permitted under Sections 4.6, 11.1 and 11.2, elect or cause the Partnership to elect a successor general partnerpartner of the Partnership. (c) After consummation of the transactions contemplated by the Combination Agreement, the General Partner may not, without written approval of a Unit Majority, cause the Partnership to acquire or obtain any oil or gas property interest (including mineral fee interests, royalty and overriding royalty interests) unless such acquisition is complementary to the Partnership’s objectives and is made either (A) in exchange for Partnership Interests (other than General Partner Interests, and subject to the restrictions described in Section 5.7) or (B) in exchange for cash, provided this clause (B) shall only be available to the extent the aggregate cost of any acquisitions (including acquisition expenses) made in exchange for cash during the 12-month period ending on the first to occur of the execution of a definitive agreement for such acquisition and its consummation (the “Determination Date”) is equal to or less than 10% of the Partnership’s aggregate cash distributions made pursuant to Section 6.3(a) with respect to the four most recent Quarters for which such cash distributions have been made as of the Determination Date. The Partnership Interests referred to in this Section 7.3(c) include but are not limited to Common Units. Notwithstanding any provision to the contrary in this Agreement (including Section 5.7 and this 7.3(c)), in the event that the Partnership acquires properties for a combination of cash and Partnership Interests, (i) the cash component of the acquisition consideration shall be equal to or less than 5% of the aggregate cash distributions made by the Partnership for the four most recent Quarters and (ii) the amount of Partnership Interests to be issued in such acquisition, after giving effect to such issuance, shall not exceed 10% of the outstanding Limited Partnership Interests.

Restrictions on General Partner’s Authority. (a) The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreement, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; or (v) transferring its interest as general partner of the Partnership. (b) Except as provided in Articles XII and XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s 's assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination) or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Partnership, taken as a whole, without the approval of holders of a Unit Majority; provided, however, that this provision shall not preclude or limit the General Partner’s 's ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership or the any Operating Partnership and shall not apply to any forced sale of any or all of the assets of the Partnership or the any Operating Partnership pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of a Unit Majority, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the any Operating Partnership Agreement or, except as expressly permitted by Section 7.9(d), take any action permitted to be taken by a partner of the any Operating Partnership, in either case, that would have a material adverse effect on the Partnership as a partner of the any Operating Partnership or the holders of Common Units (other than the General Partner and its Affiliates) or (ii) except as permitted under Sections 4.6, 11.1 and 11.2, elect or cause the Partnership to elect a successor general partnerpartner of the Partnership or a successor general partner of any Operating Partnership.

Restrictions on General Partner’s Authority. (a) The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreement, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; or (v) transferring its interest as general partner of the Partnership. (b) Except as provided in Articles XII and XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination) or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating PartnershipIntermediate Partnerships, taken as a whole, without the approval of holders of a Unit Majority; provided, however, provided however that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership or the Operating Partnership Intermediate Partnerships and shall not apply to any forced sale of any or all of the assets of the Partnership or the Operating Partnership Intermediate Partnerships pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of a Unit Majority, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating any Intermediate Partnership Agreement or, except as expressly permitted by Section 7.9(d), take any action permitted to be taken by a partner of the Operating an Intermediate Partnership, in either case, that would have a material adverse effect on the Partnership as a partner of the Operating Intermediate Partnership or the holders of Common Units (other than the General Partner and its Affiliates) or (ii) except as permitted under Sections 4.6, 11.1 and or 11.2, elect or cause the Partnership to elect a successor general partnerpartner of the Partnership or any Intermediate Partnership. (c) The General Partner may not approve or consent to the conversion of Northern Border PipeLine or any other JV Entity that is not then taxable as an entity for federal income tax purposes to corporate form without first obtaining the approval of the holders of at least a majority of the Outstanding Units.

Restrictions on General Partner’s Authority. (a) The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests Partners or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests Partners subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreement, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; manner or (v) transferring its interest as general partner of the PartnershipGeneral Partner Interest. (b) Except as provided in Articles XII and XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s 's assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination) or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Partnership, taken as a whole, without the approval of holders of a Unit Majoritythe Limited Partners; provided, however, provided however that this provision shall not preclude or limit the General Partner’s 's ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership or the Operating Partnership and shall not apply to any forced sale of any or all of the assets of the Partnership or the Operating Partnership pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of at least a Unit Majority, the General Partner shall not, on behalf of the PartnershipMLP, (i) consent to any amendment to the Operating Partnership this Agreement or, except as expressly permitted by Section 7.9(d)) of the MLP Agreement, take any action permitted to be taken by a partner of the Operating PartnershipPartner, in either case, that would have a material adverse effect on the Partnership MLP as a partner of the Operating Partnership or the holders of Common Units (other than the General Partner and its Affiliates) or (ii) except as permitted under Sections 4.6, 11.1 and 11.211.2 of the MLP Agreement, elect or cause the Partnership MLP to elect a successor general partnerpartner of the Partnership.

Restrictions on General Partner’s Authority. (a) The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests Partners or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests Partners subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreementwithout limitation, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement; (ii) possessing possess Partnership property, or assigning assign any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting admit a Person as a Partner, except as otherwise provided in this Agreement; (iv) amending amend this Agreement in any manner, except as otherwise provided in this Agreement or applicable law; or (v) transferring transfer its interest as general partner of the Partnership, except as otherwise provided in this Agreement. (b) Except as provided in Articles XII and Article XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combinationcombination with any other Person) or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Enbridge Energy, Limited Partnership, taken as a whole, without the approval of the holders of at least a Unit Majoritymajority of the Outstanding Units; provided, however, that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the Partnership’s assets of the Partnership or the Operating Partnership any Subsidiary’s assets and shall not apply to any forced sale of any or all of the Partnership’s assets of the Partnership or the Operating Partnership any Subsidiary’s assets pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of the holders of at least a Unit Majoritymajority of the Outstanding Units, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating partnership agreement of Enbridge Energy, Limited Partnership Agreement or, except as expressly permitted by Section 7.9(d6.9(d), take any action permitted to be taken by a the limited partner of the Operating Enbridge Energy, Limited Partnership, in either case, that would have a material adverse effect on adversely affect the Partnership as a limited partner of Enbridge Energy, Limited Partnership. (c) Unless approved by the affirmative vote of the holders of at least 66 2/3% of each class of the Outstanding Units, the General Partner shall not take any action or refuse to take any reasonable action the effect of which, if taken or not taken, as the case may be, would be to cause the Partnership or any Subsidiary to be taxable as a corporation or otherwise taxed as an entity for federal income tax purposes. (d) At all times while serving as the general partner of the Operating Partnership or the holders of Common Units (other than Partnership, the General Partner and shall not make any dividend or distribution on, or repurchase any shares of, its Affiliates) stock or (ii) except as permitted under Sections 4.6take any other action within its control if the effect of such dividend, 11.1 and 11.2distribution, elect repurchase or cause other action would be to reduce its net worth below an amount necessary to receive an Opinion of Counsel that the Partnership to elect will be treated as a successor general partnerpartnership for federal income tax purposes.

Restrictions on General Partner’s Authority. (a) The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests Partners or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests Partners subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreement, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; manner or (v) transferring its interest as general partner of the PartnershipGeneral Partner Interest. (b) Except as provided in Articles XII and XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s 's assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination) or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Partnership, taken as a whole, without the approval of holders of a Unit Majoritythe Limited Partners; provided, however, that this provision shall not preclude or limit the General Partner’s 's ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership or the Operating Partnership and shall not apply to any forced sale of any or all of the assets of the Partnership or the Operating Partnership pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of at least a Unit Majority, the General Partner shall not, on behalf of the PartnershipMLP, (i) consent to any amendment to the Operating Partnership this Agreement or, except as expressly permitted by Section 7.9(d)) of the MLP Agreement, take any action permitted to be taken by a partner of the Operating PartnershipPartner, in either case, that would have a material adverse effect on the Partnership MLP as a partner of the Operating Partnership or the holders of Common Units (other than the General Partner and its Affiliates) or (ii) except as permitted under Sections Section 4.6, 11.1 and 11.2or 11.2 of the ML P Agreement, elect or cause the Partnership MLP to elect a successor general partnerpartner of the Partnership. (c) The General Partner may not approve or consent to the conversion of Northern Border Pipeline or any other JV Entity that is not then taxable as an entity for federal income tax purposes to corporate form without first obtaining the approval of the holders of at least 66 2/3% of the Outstanding Units during the Subordination Period and at least a majority of the Outstanding Units thereafter.

Restrictions on General Partner’s Authority. (a) The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests Partners or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests Partners subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreement, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; manner or (v) transferring its interest as general partner of the PartnershipGeneral Partner Interest. (b) Except as provided in Articles XII and XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s 's assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination) or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Partnership, taken as a whole, without the approval of holders of a Unit Majoritythe Limited Partners; provided, however, provided however that this provision shall not preclude or limit the General Partner’s 's ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership or the Operating Partnership and shall not apply to any forced sale of any or all of the assets of the Partnership or the Operating Partnership pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of at least a Unit Majority, the General Partner shall not, on behalf of the PartnershipMLP, (i) consent to any amendment to the Operating Partnership this Agreement or, except as expressly permitted by Section 7.9(d)) of the MLP Agreement, take any action permitted to be taken by a partner of the Operating PartnershipPartner, in either case, that would have a material adverse effect on the Partnership MLP as a partner of the Operating Partnership or the holders of Common Units (other than the General Partner and its Affiliates) or (ii) except as permitted under Sections 4.6, 11.1 and 11.211.2 of the MLP Agreement, elect or cause the Partnership MLP to elect a successor general partnerpartner of the Partnership.

Restrictions on General Partner’s Authority. (a) 6.13.1 The General Partner may not, without the written approval of the specific act by holders of all of the Outstanding Limited Partner Interests Partners or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests Partners subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreementwithout limitation, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement; or (ii) possessing possess Partnership property, or assigning assign any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; or (v) transferring its interest as general partner of the Partnership. (b) 6.13.2 Except as provided in Articles XII and XIVArticle 15, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s 's assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination) combination with any other Person), or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating PartnershipPartnership in a single transaction or a series of related transactions (including by way of merger, taken as a wholeconsolidation or other combination with any other Person): (a) during the Preference Period, without the approval of holders at least a Majority Interest including the approval of the Record Holders of at least a majority in interest of the Senior Preference Units (excluding Senior Preference Units owned by the General Partner and its Affiliates) and (b) after the Preference Period, without the approval of a Unit MajorityMajority Interest; provided, however, that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate hypothecation or grant of a security interest in all or substantially all of the Partnership's assets of the Partnership or the Operating Partnership and shall not apply to any forced sale of any or all of the Partnership's assets of the Partnership or the Operating Partnership pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders a Majority Interest including, during the Preference Period, the approval of the Record Holders of at least a Unit Majoritymajority in interest of the Senior Preference Units (excluding Senior Preference Units owned by the General Partner and its Affiliates), the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating Partnership Agreement or, except as expressly permitted by Section 7.9(d)6.12.4, take any action permitted to be taken by a the limited partner of the Operating Partnership, in either case, that would have a material adverse effect on adversely affect the Partnership as a the limited partner of the Operating Partnership Partnership, (ii) amend the Contribution Agreement, the Assignment of Leases or the holders of Common Units Payment Priority Agreement, (other than the General Partner and its Affiliates) or (iiiii) except as permitted under Sections 4.6, 11.1 12.2 and 11.214.1, elect or cause the Partnership to elect a successor general partnerpartner of the Operating Partnership or (iv) vote for or cause the Partnership to vote for the withdrawal or removal of the general partner of the Operating Partnership. 6.13.3 Unless approved by the affirmative vote of the Record Holders of at least a majority of each class of Outstanding LP Units (and during the Preference Period the vote of the Record Holders of at least a majority in interest of the Outstanding Senior Preference Units (excluding for purposes of such determination Senior Preference Units owned by the General Partner and its Affiliates)), the General Partner shall not take any action or refuse to take any reasonable action the effect of which, if taken or not taken, as the case may be, would be to cause the Partnership to become taxable as a corporation or to be treated for federal income tax purposes as an association taxable as a corporation. 6.13.4 At all times while serving as the general partner of the Partnership, the General Partner will not pay any dividend on, repurchase any shares of its capital stock or take any other action if the effect of such dividend, repurchase or other action would be to reduce its net worth below an amount necessary to receive an Opinion of Counsel that the Partnership will be treated as a partnership for federal income tax purposes. 6.13.5 The Partnership will at all times own 100% of the limited partner interests of the Operating Partnership and the General Partner will not cause the Partnership to take or approve any action which will result in the Partnership owning less than 100% of the limited partner interests of the Operating Partnership and will not permit the Operating Partnership to issue additional general partner interests, without the approval of a Majority Interest, including during the Preference Period the approval of the Record Holders of at least a majority in interest of the Senior Preference Units (excluding Senior Preference Units owned by the General Partner and its Affiliates).

Restrictions on General Partner’s Authority. (a) The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreementwithout limitation, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement; (ii) possessing possess Partnership property, or assigning assign any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting admit a Person as a Partner, except as otherwise provided in this Agreement; (iv) amending amend this Agreement in any manner, except as otherwise provided in this Agreement; or (v) transferring transfer its interest as general partner of the Partnership, except as otherwise provided in this Agreement. (b) Except as provided in Articles XII XIII and XIVXV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s 's assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination) or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Partnership, taken as a whole, without the approval of holders of a Unit Majoritythe Limited Partner; provided, however, that this provision shall not preclude or limit the General Partner’s 's ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the Partnership's assets of the Partnership or the Operating Partnership and shall not apply to any forced sale of any or all of the Partnership's assets of the Partnership or the Operating Partnership pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without . (c) Unless approved by the approval of holders of a Unit MajorityLimited Partner, the General Partner shall notnot take any action or refuse to take any reasonable action the effect of which, on behalf if taken or not taken, as the case may be, would be to cause the Partnership to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes; provided that this Section 6.3(c) shall not be construed to apply to amendments to this Agreement (which are governed by Article XIV) or mergers or consolidations of the Partnership with any Person (which are governed by Article XV). (d) At all times while serving as the general partner of the Partnership, (i) consent to any amendment to the Operating Partnership Agreement or, except as expressly permitted by Section 7.9(d), take any action permitted to be taken by a partner of the Operating Partnership, in either case, that would have a material adverse effect on the Partnership as a partner of the Operating Partnership or the holders of Common Units (other than the General Partner and its Affiliates) or shall not (ii) except as permitted under Sections 4.6provided below) make any dividend or distribution on, 11.1 and 11.2or repurchase any shares of, elect its stock or cause take any other action within its control unless it shall first receive an Opinion of Counsel that the effect of such dividend, distribution, repurchase or other action would not reduce its net worth below an amount such that the Partnership will be treated as an association taxable as a corporation for federal income tax purposes; provided, however, to elect the extent the General Partner receives distributions of cash from the Partnership or any other partnership of which the Partnership is, directly or indirectly, a successor general partner, the General Partner shall not use such cash to make any dividend or distribution on, or repurchase any shares of, its stock or take any other action within its control if the effect of such dividend, distribution, repurchase or other action would be to reduce its net worth below an amount necessary to receive an Opinion of Counsel that the Partnership will be treated as a partnership for federal income tax purposes.

Restrictions on General Partner’s Authority. (a) The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests (other than the Class A Special Units) or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests (other than the Class A Special Units) subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreement, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; or (v) transferring its interest as general partner of the Partnership. (b) Except as provided in Articles XII and XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s 's assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination) or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Partnership or the Operating Partnership, taken as a whole, without the approval of holders of a Unit Majority; provided, however, provided however that this provision shall not preclude or limit the General Partner’s 's ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership or the Operating Partnership and shall not apply to any forced sale of any or all of the assets of the Partnership or the Operating Partnership pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of a Unit Majority, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating Partnership Agreement or, except as expressly permitted by Section 7.9(d), take any action permitted to be taken by a partner of the Operating Partnership, in either case, that would have a material adverse effect on the Partnership as a partner of the Operating Partnership or the holders of Common Units (other than the General Partner and its Affiliates) or (ii) except as permitted under Sections 4.6, 11.1 and 11.2, elect or cause the Partnership to elect a successor general partnerpartner of the Partnership or the Operating Partnership.

Restrictions on General Partner’s Authority. (a) The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreement, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; or (v) transferring its interest as general partner of the Partnership. (b) Except as provided in Articles XII and XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination) or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Partnership, taken as a wholePartnerships, without obtaining both the approval of holders of a Unit MajorityMajority and Special Approval; provided, however, provided however that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership or the Operating Partnership Partnerships and shall not apply to any forced sale of any or all of the assets of the Partnership or the Operating Partnership Partnerships pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of a Unit Majority, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating Partnership Agreement Agreements or, except as expressly permitted by Section 7.9(d), take any action permitted to be taken by a partner or member of the Operating PartnershipPartnerships, in either case, that would have a material adverse effect on the Partnership as a partner or member of the Operating Partnership or the holders of Common Units (other than the General Partner and its Affiliates) Partnerships or (ii) except as permitted under Sections 4.6, 11.1 and 11.2, elect or cause the Partnership to elect a successor general partner.

Restrictions on General Partner’s Authority. (a) The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreement, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; or (v) transferring its interest as general partner of the Partnership. (b) Except as provided in Articles XII XIII and XIVXV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s 's assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination) or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Partnership, taken as a whole, without the approval of holders of a Unit Majoritythe Limited Partner; provided, however, that this provision shall not preclude or limit the General Partner’s 's ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the Partnership's assets of the Partnership or the Operating Partnership and shall not apply to any forced sale of any or all of the Partnership's assets of the Partnership or the Operating Partnership pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without . (c) At all times while serving as the approval general partner of holders of a Unit Majoritythe Partnership, the General Partner shall notnot make any dividend or distribution on, on behalf of the Partnershipor repurchase any shares of, (i) consent to any amendment to the Operating Partnership Agreement or, except as expressly permitted by Section 7.9(d), its stock or take any other action permitted within its control if the effect of such action would be to reduce its net worth, independent of its interest in the Partnership Group and the MLP, to be taken by a partner of the Operating Partnership, in either case, that would have a material adverse effect on the Partnership as a partner of the Operating Partnership or the holders of Common Units (other less than the General Partner and its Affiliates) or (ii) except as permitted under Sections 4.6, 11.1 and 11.2, elect or cause the Partnership to elect a successor general partner$10 million.

Restrictions on General Partner’s Authority. (a) The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreementwithout limitation, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement; (ii) possessing possess Partnership property, or assigning Or assign any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting admit a Person as a Partner, except as otherwise provided in this Agreement; (iv) amending amend this Agreement in any manner, except as otherwise provided in this Agreement; or (v) transferring transfer its interest as general partner of the Partnership, except as otherwise provided in this Agreement. (b) Except as provided in Articles XII and XIVArticle XIII, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s 's assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combinationcombination with any other Person) or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Partnership, taken as a whole, without the approval of holders of a Unit Majoritythe Limited Partner; provided, however, that this provision shall not preclude or limit the General Partner’s 's ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the Partnership's assets of the Partnership or the Operating Partnership and shall not apply to any forced sale of any or all of the Partnership's assets of the Partnership or the Operating Partnership pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without . (c) At all times while serving as the approval general partner of holders of a Unit Majoritythe Partnership, the General Partner shall notnot make any dividend or distribution on, on behalf of the Partnershipor repurchase any shares of, (i) consent to any amendment to the Operating Partnership Agreement or, except as expressly permitted by Section 7.9(d), its stock or take any other action permitted within its control if the effect of such dividend, distribution, repurchase or other action would be to be taken by a partner reduce its net worth below an amount necessary to receive an Opinion of the Operating Partnership, in either case, Counsel that would have a material adverse effect on the Partnership will be treated as a partner of the Operating Partnership or the holders of Common Units (other than the General Partner and its Affiliates) or (ii) except as permitted under Sections 4.6, 11.1 and 11.2, elect or cause the Partnership to elect a successor general partnerpartnership for federal income tax purposes.

Restrictions on General Partner’s Authority. (a) The General Partner Partners may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreement, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; or (v) transferring its interest as a general partner of the Partnership. (b) Except as provided in Articles XII and XIV, the no General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination) or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Intermediate Partnership and the Operating PartnershipSubsidiary, taken as a whole, without the approval of holders of a Unit Majority; provided, however, provided however that this provision shall not preclude or limit the General Partner’s Partners’ ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership, the Intermediate Partnership or the Operating Partnership Subsidiary and shall not apply to any forced sale of any or all of the assets of the Partnership, the Intermediate Partnership or the Operating Partnership Subsidiary pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of a Unit Majority, the General Partner Partners shall not, on behalf of the Partnership, (i) consent to any amendment to the Intermediate Partnership Agreement or the Operating Partnership Subsidiary Agreement or, except as expressly permitted by Section 7.9(d), take any action permitted to be taken by a partner of the Intermediate Partnership or a member of the Operating PartnershipSubsidiary, in either case, that would have a material adverse effect on the Partnership as a partner of the Operating Intermediate Partnership or a member of the holders of Common Units (other than the General Partner and its Affiliates) Operating Subsidiary or (ii) except as permitted under Sections 4.6, 11.1 and 11.2, elect or cause the Partnership to elect a successor general partnerpartner of the Partnership or a successor general partner of the Intermediate Partnership or a successor managing member of the Operating Subsidiary.

Restrictions on General Partner’s Authority. (a) The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests Partners or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests Partners subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreementwithout limitation, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement; (ii) possessing possess Partnership property, or assigning assign any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting admit a Person as a Partner, except as otherwise provided in this Agreement; (iv) amending amend this Agreement in any manner, except as otherwise provided in this Agreement or applicable law; or (v) transferring transfer its interest as general partner of the Partnership, except as otherwise provided in this Agreement. (b) Except as provided in Articles XII Article XIV and XIVXVI, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s 's assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combinationcombination with any other Person) or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of all of the Operating PartnershipCompanies, taken as a whole, or of interests in the Operating Companies, without the approval of the holders of record of at least 66 2/3% of the Outstanding Series A Preference Units during the Series A Preference Unit Preference Period and thereafter without the approval of the holders of at least a Unit Majoritymajority of the Outstanding Voting Units; provided, however, that this provision shall not preclude or limit the General Partner’s 's ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the Partnership's assets of the Partnership or the Operating Partnership Companies assets and shall not apply to any forced sale of any or all of the Partnership's assets of the Partnership or the Operating Partnership Companies' assets pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of the holders of at least a majority of the Outstanding Series A Preference Units during the Series A Preference Unit MajorityPreference Period and thereafter without the approval of the holders of at least a majority of the Outstanding Voting Units, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating Partnership Agreement or, except as expressly permitted by Section 7.9(d), take any action permitted to be taken by a partner of the Operating Partnership, in either case, Companies' Agreements that would have a material adverse effect on adversely affect the Partnership as a partner member of the Operating Partnership Companies. In no event shall all or substantially all of the Partnership's assets be sold, exchanged or otherwise disposed of in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination with any other Person) without the approval of the General Partner. (c) Unless approved by the affirmative vote of the holders of Common Units at least 662/3% of the Outstanding Voting Units, including the vote of a majority of the Outstanding Series A Preference Units, (other than Preference Units held by the General Partner and its Affiliatesaffiliates), the General Partner shall not take any action or refuse to take any reasonable action the effect of which, if taken or not taken, as the case may be, would be to cause the Partnership or, to the extent it would materially and adversely affect the Limited Partners holding Units, the Operating Companies to be taxable as a corporation or otherwise taxed as an entity for federal income tax purpose; provided that this Section 6.3(c) shall not be construed to apply to amendments to this Agreement (which are governed by Article XV) or mergers or consolidations of the Partnership with any Person (which are governed by Article XVI). (d) At all times while serving as the general partner of the Partnership, the General Partner shall not make any dividend or distribution on, repurchase any shares of its stock, or take any other action within its control if the effect of such dividend distribution, repurchase or other action (i) would cause it hold less than 19% of the Outstanding Units and (ii) except as permitted under Sections 4.6, 11.1 and 11.2, elect or cause would be to reduce its net worth below an amount necessary to receive an Opinion of Counsel that the Partnership to elect will be treated as a successor general partnerpartnership for federal income tax purposes.

Restrictions on General Partner’s Authority. (a) The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests Units or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests Units subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreement, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; or (v) transferring its interest as general partner of the Partnership. (b) Except as provided in Articles XII XIV and XIVXVI, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination) or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Partnership, taken as a whole, without the approval of holders of at least a Unit Majority; provided, however, that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the Partnership’s assets of the Partnership or the Operating Partnership and shall not apply to any forced sale of any or all of the Partnership’s assets of the Partnership or the Operating Partnership pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of at least a Unit Majority, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating Partnership Agreement or, except as expressly permitted by Section 7.9(d6.9(d), take any action permitted to be taken by a partner of the Operating Partnership, in either case, that would have a material adverse effect on the Partnership as a partner of the Operating Partnership or the holders of Common Units (other than the General Partner and its Affiliates) or (ii) except as permitted under Sections 4.611.2, 11.1 13.1 and 11.213.2, elect or cause the Partnership to elect a successor general partnerpartner of the Operating Partnership. (c) At all times while serving as the general partner of the Partnership, the General Partner shall not make any dividend or distribution on, or repurchase any shares of, its stock or take any other action within its control if the effect of such action would cause its net worth, independent of its interest in the Partnership Group, to be less than $10 million.

Restrictions on General Partner’s Authority. ‌ (a) The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreement, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; or (v) transferring its interest as general partner of the Partnership. (b) Except as provided in Articles ARTICLE XII and ARTICLE XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination) or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Partnership or the Operating Partnership, taken as a whole, without the approval of of‌ holders of a Unit MajorityMajority and Special Approval; provided, however, that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership or the Operating Partnership and shall not apply to any forced sale of any or all of the assets of the Partnership or the Operating Partnership pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of a Unit Majority, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating Partnership Agreement or, except as expressly permitted by Section 7.9(d), take any action permitted to be taken by a partner of the Operating Partnership, in either case, that would have a material adverse effect on the Partnership as a partner of the Operating Partnership or the holders of Common Units (other than the General Partner and its Affiliates) or (ii) except as permitted under Sections 4.6, 11.1 and 11.2, elect or cause the Partnership to elect a successor general partnerpartner of the Partnership.

Restrictions on General Partner’s Authority. (a) The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests Units or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests Units subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreementwithout limitation, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement; (ii) possessing possess Partnership property, or assigning assign any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting admit a Person as a Partner, except as otherwise provided in this Agreement; (iv) amending amend this Agreement in any manner, except as otherwise provided in this Agreement; or (v) transferring transfer its interest as general partner of the Partnership, except as otherwise provided in this Agreement. (b) Except as provided in Articles XII XIV and XIVXVI, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s 's assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination) or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Partnership, taken as a wholeOLP-A, without the approval of holders at least a majority of a Unit Majoritythe Outstanding Units; provided, however, that this provision shall not preclude or limit the General Partner’s 's ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the Partnership's assets of the Partnership or the Operating Partnership and shall not apply to any forced sale of any or all of the Partnership's assets of the Partnership or the Operating Partnership pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders at least two-thirds of a Unit Majoritythe Outstanding Units, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating OLP-A Partnership Agreement or, except as expressly permitted by Section 7.9(d6.9(d), take any action permitted to be taken by a partner of the Operating PartnershipOLP-A, in either case, that would have a material adverse effect on adversely affect the Partnership as a partner of the Operating Partnership or the holders of Common Units (other than the General Partner and its Affiliates) OLP-A or (ii) except as permitted under Sections 4.6, 11.1 Section 11.2 and 11.213.1, elect or cause the Partnership to elect a successor general partnerpartner of OLP-A. (c) Unless approved by the affirmative vote of at least a majority of each class of Outstanding Units, including a majority of Common Units (excluding for purposes of such determination Common Units owned by the General Partner and its Affiliates), the General Partner shall not take any action or refuse to take any reasonable action the effect of which, if taken or not taken, as the case may be, would be to cause the Partnership or the Operating Partnership to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes; provided that this Section 6.3(c) shall not be construed to apply to amendments to this Agreement (which are governed by Article XV) or mergers or consolidations of the Partnership with any Person (which are governed by Article XVI). (d) At all times while serving as the general partner of the Partnership, the General Partner shall not make any dividend or distribution on, or repurchase any shares of, its stock or take any other action within its control if the effect of such dividend, distribution, repurchase or other action would be to reduce its net worth below an amount necessary to receive an Opinion of Counsel that the Partnership will be treated as a partnership for federal income tax purposes.

Restrictions on General Partner’s Authority. (a) The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests Units or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests Units subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreement, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; or (v) transferring its interest as general partner of the Partnership. (b) Except as provided in Articles XII XIV and XIVXVI, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s 's assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination) or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Partnership, taken as a whole, without the approval of holders of at least a Unit Majority; provided, however, that this provision shall not preclude or limit the General Partner’s 's ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the Partnership's assets of the Partnership or the Operating Partnership and shall not apply to any forced sale of any or all of the Partnership's assets of the Partnership or the Operating Partnership pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of at least a Unit Majority, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating Partnership Agreement or, except as expressly permitted by Section 7.9(d6.9(d), take any action permitted to be taken by a partner of the Operating Partnership, in either case, that would have a material adverse effect on the Partnership as a partner of the Operating Partnership or the holders of Common Units (other than the General Partner and its Affiliates) or (ii) except as permitted under Sections 4.611.2, 11.1 13.1 and 11.213.2, elect or cause the Partnership to elect a successor general partnerpartner of the Operating Partnership. (c) At all times while serving as the general partner of the Partnership, the General Partner shall not make any dividend or distribution on, or repurchase any shares of, its stock or take any other action within its control if the effect of such action would cause its net worth, independent of its interest in the Partnership Group, to be less than $10 million.

Restrictions on General Partner’s Authority. (a) The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests Partners or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests Partners subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreementwithout limitation, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement; (ii) possessing possess Partnership property, or assigning assign any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting admit a Person as a Partner, except as otherwise provided in this Agreement; (iv) amending amend this Agreement in any manner, except as otherwise provided in this Agreement or applicable law; or (v) transferring transfer its interest as general partner of the Partnership, except as otherwise provided in this Agreement. (b) Except as provided in Articles XII and Article XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combinationcombination with any other Person) or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Enbridge Energy, Limited Partnership, taken as a whole, without the approval of the holders of at least a Unit Majoritymajority of the Outstanding Units; provided, however, that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the Partnership’s assets of the Partnership or the Operating Partnership any Subsidiary’s assets and shall not apply to any forced sale of any or all of the Partnership’s assets of the Partnership or the Operating Partnership any Subsidiary’s assets pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of the holders of at least a Unit Majoritymajority of the Outstanding Units, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating partnership agreement of Enbridge Energy, Limited Partnership Agreement or, except as expressly permitted by Section 7.9(d6.9(d), take any action permitted to be taken by a the limited partner of the Operating Enbridge Energy, Limited Partnership, in either case, that would have a material adverse effect on adversely affect the Partnership as a limited partner of Enbridge Energy, Limited Partnership. (c) Unless approved by the affirmative vote of the holders of at least 66 2∕3% of each class of the Outstanding Units, the General Partner shall not take any action or refuse to take any reasonable action the effect of which, if taken or not taken, as the case may be, would be to cause the Partnership or any Subsidiary to be taxable as a corporation or otherwise taxed as an entity for federal income tax purposes. (d) At all times while serving as the general partner of the Operating Partnership or the holders of Common Units (other than Partnership, the General Partner and shall not make any dividend or distribution on, or repurchase any shares of, its Affiliates) stock or (ii) except as permitted under Sections 4.6take any other action within its control if the effect of such dividend, 11.1 and 11.2distribution, elect repurchase or cause other action would be to reduce its net worth below an amount necessary to receive an Opinion of Counsel that the Partnership to elect will be treated as a successor general partnerpartnership for federal income tax purposes.

Restrictions on General Partner’s Authority. (a) The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreement, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; or (v) transferring its interest as general partner of the Partnership. (b) Except as provided in Articles XII and XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination) or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Partnership, taken as a whole, without the approval of holders of a Unit Majority; provided, however, provided however that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership or the Operating Partnership and shall not apply to any forced sale of any or all of the assets of the Partnership or the Operating Partnership pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of a Unit Majority, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating Partnership Agreement or, except as expressly permitted by Section 7.9(d), take any action permitted to be taken by a partner of the Operating Partnership, in either case, that would have a material adverse effect on the Partnership as a partner of the Operating Partnership or the holders of Common Units (other than the General Partner and its Affiliates) or (ii) except as permitted under Sections Section 4.6, 11.1 and or 11.2, elect or cause the Partnership to elect a successor general partnerpartner of the Partnership. (c) The General Partner may not approve or consent to the conversion of Northern Border PipeLine or any other JV Entity that is not then taxable as an entity for federal income tax purposes to corporate form without first obtaining the approval of the holders of at least a majority of the Outstanding Units.

Restrictions on General Partner’s Authority. (a) The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreement, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; or (v) transferring its interest as general partner of the Partnership. (b) Except as provided in Articles XII and XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination) or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Partnership, taken as a wholePartnerships, without obtaining both the approval of holders of a Unit MajorityMajority and Special Approval; provided, however, that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership or the Operating Partnership Partnerships and shall not apply to any forced sale of any or all of the assets of the Partnership or the Operating Partnership Partnerships pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of a Unit Majority, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating Partnership Agreement Agreements or, except as expressly permitted by Section 7.9(d), take any action permitted to be taken by a partner or member of the Operating PartnershipPartnerships, in either case, that would have a material adverse effect on the Partnership as a partner or member of the Operating Partnership or the holders of Common Units (other than the General Partner and its Affiliates) Partnerships or (ii) except as permitted under Sections 4.6, 11.1 and 11.2, elect or cause the Partnership to elect a successor general partner.

Restrictions on General Partner’s Authority. (a) The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests Common Units or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests Common Units subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreementwithout limitation, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement; (ii) possessing possess Partnership property, or assigning assign any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting admit a Person as a Partner, except as otherwise provided in this Agreement; (iv) amending amend this Agreement in any manner, except as otherwise provided in this Agreement; or (v) transferring transfer its interest as general partner of the Partnership, except as otherwise provided in this Agreement. (b) Except as provided in Articles XII XIV and XIVXVI, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination) or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Partnership, taken as a whole, without the approval of the holders of at least a Unit Majoritymajority of the Outstanding Common Units; provided, however, that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the Partnership’s assets of the Partnership or the Operating Partnership and shall not apply to any forced sale of any or all of the Partnership’s assets of the Partnership or the Operating Partnership pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of the holders of a Unit Majorityat least two thirds of the Outstanding Common Units, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating Partnership Agreement or, except as expressly permitted by Section 7.9(d6.9(d), take any action permitted to be taken by a partner of the Operating Partnership, in either case, that would have a material adverse effect on the Partnership as a partner of the Operating Partnership or the holders of Common Units (other than the General Partner and its Affiliates) or (ii) except as permitted under Sections 4.6, 11.1 and 11.2, 13.1 and 13.2 elect or cause the Partnership to elect a successor general partnerpartner of the Operating Partnership. (c) Unless approved by the affirmative vote of the holders of at least two thirds of the Outstanding Common Units (excluding for purposes of such determination Common Units owned by the General Partner and its Affiliates), the General Partner shall not take any action or refuse to take any reasonable action the effect of which, if taken or not taken, as the case may be, US-DOCS\98994761.5 would be to cause the Partnership or the Operating Partnership to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes; provided that this Section 6.3(c) shall not be construed to apply to amendments to this Agreement (which are governed by Article XV) or mergers or consolidations of the Partnership with any Person (which are governed by Article XVI).

Restrictions on General Partner’s Authority. (a) The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests Common Units or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests Common Units subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreementwithout limitation, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement; (ii) possessing possess Partnership property, or assigning assign any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting admit a Person as a Partner, except as otherwise provided in this Agreement; (iv) amending amend this Agreement in any manner, except as otherwise provided in this Agreement; or (v) transferring transfer its interest as general partner of the Partnership, except as otherwise provided in this Agreement. (b) Except as provided in Articles XII XIV and XIVXVI, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination) or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Partnership, taken as a whole, without the approval of the holders of at least a Unit Majoritymajority of the Outstanding Common Units; provided, however, that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the Partnership’s assets of the Partnership or the Operating Partnership and shall not apply to any forced sale of any or all of the Partnership’s assets of the Partnership or the Operating Partnership pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of the holders of a Unit Majorityat least two thirds of the Outstanding Common Units, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating Partnership Agreement or, except as expressly permitted by Section 7.9(d6.9(d), take any action permitted to be taken by a partner of the Operating Partnership, in either case, that would have a material adverse effect on the Partnership as a partner of the Operating Partnership or the holders of Common Units (other than the General Partner and its Affiliates) or (ii) except as permitted under Sections 4.6, 11.1 and 11.2, 13.1 and 13.2 elect or cause the Partnership to elect a successor general partnerpartner of the Operating Partnership. (c) Unless approved by the affirmative vote of the holders of at least two thirds of the Outstanding Common Units (excluding for purposes of such determination Common Units owned by the General Partner and its Affiliates), the General Partner shall not take any action or refuse to take any reasonable action the effect of which, if taken or not taken, as the case may be, would be to cause the Partnership or the Operating Partnership to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes; provided that this Section 6.3(c) shall not be construed to apply to amendments to this Agreement (which are governed by Article XV) or mergers or consolidations of the Partnership with any Person (which are governed by Article XVI).

Restrictions on General Partner’s Authority. (a) The Managing General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreement, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; or (v) transferring its interest as general partner of the Partnership. (b) Except as provided in Articles XII and XIV, the Managing General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s 's assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination) or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Partnership, taken as a whole, without the approval of holders of a Unit Majoritythe Limited Partners; provided, however, provided however that this provision shall not preclude or limit the Managing General Partner’s 's ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership or the Operating Partnership and shall not apply to any forced sale of any or all of the assets of the Partnership or the Operating Partnership pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of at least a Unit Majority, the Managing General Partner shall not, on behalf of the PartnershipMLP, (i) consent to any amendment to the Operating Partnership this Agreement or, except as expressly permitted by Section 7.9(d)) of the MLP Agreement, take any action permitted to be taken by a partner of the Operating Partnership, in either case, that would have a material adverse effect on the Partnership MLP as a partner of the Operating Partnership or the holders of Common Units (other than the General Partner and its Affiliates) or (ii) except as permitted under Sections 4.6, 11.1 and 11.211.2 of the MLP Agreement, elect or cause the Partnership MLP to elect a successor general partnerpartner of the Partnership. (c) At all times while serving as a General Partner of the Partnership, each of the General Partners shall not make any dividend or distribution on, or repurchase any shares of, its stock or take any other action within its control if the effect of such action would cause their combined net worth, independent of their interest in the Partnership Group, to be less than $15.0 million or such lower amount, which lower amount is based on an Opinion of Counsel that states, (i) based on a change in the position of the Internal Revenue Service with respect to partnership status pursuant to Code Section 7701, such lower amount would not cause the Partnership or the MLP to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes and (ii) would not result in the loss of the limited liability of any Limited Partner.

Restrictions on General Partner’s Authority. (a) The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreement, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; or (v) transferring its interest as general partner of the Partnership. (b) Except as provided in Articles XII and XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s 's assets in a single Plains All American Pipeline, L.P. transaction or a series of related transactions (including by way of merger, consolidation or other combination) or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating PartnershipPartnerships, taken as a whole, without the approval of holders of a Unit Majority; provided, however, provided however that this provision shall not preclude or limit the General Partner’s 's ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership or the Operating Partnership Partnerships and shall not apply to any forced sale of any or all of the assets of the Partnership or the Operating Partnership Partnerships pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of a Unit Majority, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating Partnership Agreement or, except as expressly permitted by Section 7.9(d), take any action permitted to be taken by a partner of the an Operating Partnership, in either case, that would have a material adverse effect on the Partnership as a partner of the an Operating Partnership or the holders of Common Units (other than the General Partner and its Affiliates) or (ii) except as permitted under Sections 4.6, 11.1 and 11.2, elect or cause the Partnership to elect a successor general partnerpartner of the Partnership or an Operating Partnership.

Restrictions on General Partner’s Authority. (a) The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreement, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iiiii) admitting a Person as a Partner; (iviii) amending this Agreement in any manner; or (viv) transferring its interest as general partner of the PartnershipGeneral Partner Interest. (b) Except as provided in Articles XII and XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s assets of the Partnership Group in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination) or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Partnership, taken as a wholetransactions, without the approval of holders of a Unit MajorityMajority Interest; provided, however, that this provision shall not preclude or limit the General Partner’s 's ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership or the Operating Partnership Group and shall not apply to any forced sale of any or all of the assets of the Partnership or the Operating Partnership Group pursuant to the foreclosure of, or other realization upon, any such encumbrance. ; and provided, futher, that this provision shall not preclude or limit the ability of Genesis OLP to sell, exchange or otherwise dispose of all of the assets of Genesis OLP in a single transaction or a series of related transactions that is approved by the OLP Unitholders as provided in Section 7.3(b) of the Genesis OLP Partnership Agreement. (c) Without the approval of holders of a Unit MajorityMajority Interest, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating Genesis OLP Partnership Agreement or, except as expressly permitted by Section 7.9(d), take any action permitted to be taken by a partner of the Operating PartnershipGenesis OLP, in either case, that would have a material adverse effect on the Partnership as a partner of the Operating Partnership or the holders of Common Units (other than the General Partner and its Affiliates) Genesis OLP or (ii) except as permitted under Sections 4.6, 11.1 and 11.2, elect or cause the Partnership to elect a successor general partnerpartner of Genesis OLP; provided, however, that if a vote of the holders of OLP Units is to be taken or the approval of such holders is otherwise sought (A) as required by Section 3.6 of the Distribution Support Agreement to approve an amendment to the Distribution Support Agreement, (B) to approve the sale, exchange or other disposition of all or substantially all of the assets of Genesis OLP, (C) to approve the merger or consolidation of Genesis OLP, or (D) to approve the dissolution of Genesis OLP, the General Partner will call a special meeting of the Limited Partners at which special meeting the Limited Partners will be asked to vote on the proposal for which a vote of the holders of OLP Units is to be taken, and following the vote of the Limited Partners the General Partner will vote the Partnership's OLP Units on such proposal in the same ratios as the votes of the Limited Partner Interests were cast on such proposal, either for, against or abstaining. (d) At all times while serving as the general partner of the Partnership, the General Partner shall not make any dividend or distribution on, or repurchase any shares of, its stock or take any other action within its control if the effect of such action would cause its net worth, independent of its interest in the Partnership Group, to be less than $7.5 million or such lower amount, which based on an Opinion of Counsel that states, (i) based on a change in the position of the Internal Revenue Service with respect to partnership status pursuant to Code Section 7701, such lower amount would not cause the Partnership or Genesis OLP to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes and (ii) would not result in the loss of the limited liability of any Limited Partner or of any limited partner of Genesis OLP.

Restrictions on General Partner’s Authority. (a) The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests Partners or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests Partners subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreementwithout limitation, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement; (ii) possessing possess Partnership property, or assigning assign any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting admit a Person as a Partner, except as otherwise provided in this Agreement; (iv) amending amend this Agreement in any manner, except as otherwise provided in this Agreement; or (v) transferring transfer its interest as general partner of the Partnership, except as otherwise provided in this Agreement. (b) Except as provided in Articles XII and XIVArticle 14, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s 's assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combinationcombination with any other Person) or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Partnership, taken as a whole, without the approval of holders at least a majority of a Unit Majoritythe Outstanding LP Units; provided, however, that this provision shall not preclude or limit the General Partner’s 's ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the Partnership's assets or the assets of the Partnership or the Operating Partnership any Subsidiary and shall not apply to any forced sale of any or all of the Partnership's assets or the assets of the Partnership or the Operating Partnership any Subsidiary pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders at least 662/3% of a Unit Majoritythe Outstanding LP Units, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating Partnership Agreement or, except as expressly permitted by Section 7.9(d6.9(d), take any action permitted to be taken by a the limited partner of the Operating Partnership, in either case, that would have a material adverse effect on adversely affect the Partnership as a the limited partner of the Operating Partnership or the holders of Common Units (other than the General Partner and its Affiliates) or (ii) except as permitted under Sections 4.6, 11.1 11.2 and 11.213.1, elect or cause the Partnership to elect a successor general partnerpartner of the Operating Partnership. (c) Unless approved by the affirmative vote of at least 662/3% of the Outstanding LP Units, the General Partner shall not take any action or refuse to take any reasonable action the effect of which, if taken or not taken, as the case may be, would be to cause the Partnership or the Operating Partnership to be taxable as a corporation or otherwise taxed as an entity for federal income tax purposes. (d) At all times while serving as the general partner of the Partnership, the General Partner shall not make any dividend or distribution on, or repurchase any shares of, its stock or take any other action within its control if the effect of such dividend, distribution, repurchase or other action would be to reduce its net worth below an amount necessary to receive an Opinion of Counsel that the Partnership will be treated as a partnership for federal income tax purposes. 42

Restrictions on General Partner’s Authority. (a) The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests Partners or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests Partners subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreementwithout limitation, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement; (ii) possessing possess Partnership property, or assigning assign any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting admit a Person as a Partner, except as otherwise provided in this Agreement; (iv) amending amend this Agreement in any manner, except as otherwise provided in this Agreement; or (v) transferring transfer its interest as general partner of the Partnership, except as otherwise provided in this Agreement. (b) Except as provided in Articles XII and XIVArticle XIII, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combinationcombination with any other Person) or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Partnership, taken as a whole, without the approval of holders of a Unit Majoritythe Limited Partners; provided, however, that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the Partnership’s assets of the Partnership or the Operating Partnership and shall not apply to any forced sale of any or all of the Partnership’s assets of the Partnership or the Operating Partnership pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without , or in any way limit the approval right of holders any holder of a Unit Majoritythe capital stock of the General Partner to sell, exchange or otherwise dispose of such capital stock. (c) At all times while serving as the general partner of the Partnership, the General Partner shall notnot make any dividend or distribution on, on behalf of the Partnershipor repurchase any shares of, (i) consent to any amendment to the Operating Partnership Agreement or, except as expressly permitted by Section 7.9(d), its stock or take any other action permitted within its control if the effect of such dividend, distribution, repurchase or other action would be to be taken by a partner reduce its net worth below an amount necessary to receive an Opinion of the Operating Partnership, in either case, Counsel that would have a material adverse effect on the Partnership will be treated as a partner of the Operating Partnership or the holders of Common Units (other than the General Partner and its Affiliates) or (ii) except as permitted under Sections 4.6, 11.1 and 11.2, elect or cause the Partnership to elect a successor general partnerpartnership for federal income tax purposes.

Restrictions on General Partner’s Authority. (a) The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests Partners or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests Partners subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreement, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; manner or (v) transferring its interest as general partner of the PartnershipGeneral Partner Interest. (b) Except as provided in Articles XII and XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s 's assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination) or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Partnership, taken as a whole, without the approval of holders of a Unit Majoritythe Limited Partners; providedPROVIDED, howeverHOWEVER, that this provision shall not preclude or limit the General Partner’s 's ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership or the Operating Partnership and shall not apply to any forced sale of any or all of the assets of the Partnership or the Operating Partnership pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of at least a Unit Majority, the General Partner shall not, on behalf of the PartnershipMLP, (i) consent to any amendment to the Operating Partnership this Agreement or, except as expressly permitted by Section 7.9(d)) of the MLP Agreement, take any action permitted to be taken by a partner of the Operating PartnershipPartner, in either case, that would have a material adverse effect on the Partnership MLP as a partner of the Operating Partnership Partner or the SHAMROCK LOGISTICS OPERATIONS, L.P. holders of Common Units (other than the General Partner and its Affiliates) or (ii) except as permitted under Sections 4.6, 11.1 and 11.211.1, 11.2 or 11.3 of the MLP Agreement, elect or cause the Partnership MLP to elect a successor general partnerpartner of the Partnership.

Restrictions on General Partner’s Authority. (a) The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests Partners or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests Partners subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreementwithout limitation, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement; (ii) possessing possess Partnership property, or assigning assign any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting admit a Person as a Partner, except as otherwise provided in this Agreement; (iv) amending amend this Agreement in any manner, except as otherwise provided in this Agreement; or (v) transferring transfer its interest as general partner of the Partnership, except as otherwise provided in this Agreement. (b) Except as provided in Articles XII and XIVArticle 14, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s 's assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combinationcombination with any other Person) or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Partnership, taken as a whole, without the approval of holders at least a majority of a Unit Majoritythe Outstanding Units; provided, however, that this provision shall not preclude or limit the General Partner’s 's ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the Partnership's assets or the assets of the Partnership or the Operating Partnership any Subsidiary and shall not apply to any forced sale of any or all of the Partnership's assets or the assets of the Partnership or the Operating Partnership any Subsidiary pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders at least 66 2/3% of a Unit Majoritythe Outstanding Units, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating Partnership Agreement or, except as expressly permitted by Section 7.9(d6.9(d), take any action permitted to be taken by a the limited partner of the Operating Partnership, in either case, that would have a material adverse effect on adversely affect the Partnership as a the limited partner of the Operating Partnership or the holders of Common Units (other than the General Partner and its Affiliates) or (ii) except as permitted under Sections 4.6, 11.1 11.2 and 11.213.1, elect or cause the Partnership to elect a successor general partnerpartner of the Operating Partnership. (c) Unless approved by the affirmative vote of at least 66 2/3% of the Outstanding Units, the General Partner shall not take any action or refuse to take any reasonable action the effect of which, if taken or not taken, as the case may be, would be to cause the Partnership or the Operating Partnership to be taxable as a corporation or otherwise taxed as an entity for federal income tax purposes. (d) At all times while serving as the general partner of the Partnership, the General Partner shall not make any dividend or distribution on, or repurchase any shares of, its stock or take any other action within its control if the effect of such dividend, distribution, repurchase or other action would be to reduce its net worth below an amount necessary to receive an Opinion of Counsel that the Partnership will be treated as a partnership for federal income tax purposes.

Restrictions on General Partner’s Authority. (a) The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreement, Agreement (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; or (v) transferring its interest as general partner of the PartnershipGeneral Partner Interest. (b) Except as provided in Articles XII and XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s assets of the Partnership Group in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination) or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Partnership, taken as a whole, without the approval of holders of a Unit MajorityMajority Interest; provided, however, that this provision shall not preclude or limit the General Partner’s 's ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership or the Operating Partnership Group and shall not apply to any forced sale of any or all of the assets of the Partnership or the Operating Partnership Group pursuant to the foreclosure of, or other realization upon, any such encumbrance. ; and provided, further, that this provision shall not preclude or limit the ability of Genesis OLP to sell, exchange or otherwise dispose of all of the assets of Genesis OLP in a single transaction or a series of related transactions that is approved by the limited partners of Genesis OLP as provided in Section 7.3(b) of the Fourth Amended OLP Agreement. (c) Without the approval of holders of a Unit MajorityMajority Interest, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating Partnership Fourth Amended OLP Agreement or, except as expressly permitted by Section 7.9(d), take any action permitted to be taken by a partner of the Operating PartnershipGenesis OLP, in either case, that would have a material adverse effect on the Partnership as a partner of the Operating Partnership or the holders of Common Units (other than the General Partner and its Affiliates) Genesis OLP or (ii) except as permitted under Sections 4.6, 11.1 and 11.2, elect or cause the Partnership to elect a successor general partnerpartner of Genesis OLP.

Restrictions on General Partner’s Authority. (a) The General Partner may not, without the written approval of the specific act by holders of all of the Outstanding Limited Partner Interests Partners or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests Partners subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreementwithout limitation, (i) committing take any act that would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement; (ii) possessing possess Partnership property, or assigning assign any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting admit a Person person as a Partner, except as otherwise provided in this Agreement; (iv) amending amend this Agreement in any manner, except as otherwise provided in this Agreement; or (v) transferring transfer its interest as general partner General Partner of the Partnership, except as otherwise provided in this Agreement. (b) Except as provided in Articles XII and XIVArticle XIV hereof, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s 's assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combinationcombination with any other Person) or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Partnership, taken as a wholeFacilities Subsidiary, without the approval of holders at least 66 2/3% of the outstanding Units (excluding any Units owned by the General Partner and its Affiliates) during the Support Period and thereafter without the approval of at least a Unit Majoritymajority of the outstanding Units (excluding any Units owned by the General Partner and its Affiliates); provided, however, that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate hypothecation or grant of a security interest in all or substantially all of the Partnership's assets of the Partnership or the Operating Partnership and shall not apply to any forced sale of any or all of the Partnership's assets of the Partnership or the Operating Partnership pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without . (c) Unless approved by the approval affirmative vote of holders of a Unit Majority, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating Partnership Agreement or, except as expressly permitted by Section 7.9(d), take any action permitted to be taken by a partner of the Operating Partnership, in either case, that would have a material adverse effect on the Partnership as a partner of the Operating Partnership or the holders of Common at least 66 2/3% of each class of outstanding Units (other than and the affirmative vote of the holders of at least a majority of outstanding Units excluding for purposes of such determination any Units owned by the General Partner and its Affiliates) , the General Partner shall not take any action or (ii) except refuse to take any reasonable action the effect of which, if taken or not taken, as permitted under Sections 4.6the case may be, 11.1 and 11.2, elect or would be to cause the Partnership to elect be treated for federal income tax purposes as an association taxable as a successor corporation. (d) At all times while serving as the general partnerpartner of the Partnership, the General Partner will not make any dividend or distribution on, or repurchase any stock or take any other action if the effect of such dividend or distribution, repurchase or other action would be to reduce its net worth below an amount necessary to receive an Opinion of Counsel that the Partnership will be treated as a partnership for federal income tax purposes.

Restrictions on General Partner’s Authority. (a) The General Partner may not, . without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests Limits or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests Units subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreement, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; or (v) transferring its interest as general partner of the Partnership. (b) Except as provided in Articles XII XIV and XIVXVI, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination) or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Partnership, taken as a whole, without the approval of holders of a Unit Limit Majority; provided, however, that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership or the Operating Partnership and shall not apply to any forced sale of any or all of the assets of the Partnership or the Operating Partnership pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of a Unit Majority, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating Partnership Agreement or, except as expressly permitted by Section 7.9(d6.9(d), take any action permitted to be taken by a partner of the Operating Partnership, in either case, that would have a material adverse effect on the Partnership as a partner of the Operating Partnership or the holders of Common Units (other than the General Partner and its Affiliates) or (ii) except as permitted under Sections 4.611.2, 11.1 13.1 and 11.213.2, elect or cause the Partnership to elect a successor general partnerpartner of the Operating Partnership.

Restrictions on General Partner’s Authority. (a) The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreement, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, in each case for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; or (v) transferring its interest as general partner of the Partnership. (b) Except as provided in Articles XII and XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s 's assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination) or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Partnership, taken as a whole, without the approval of holders of a Unit Majority; provided, however, provided however that this provision shall not preclude or limit the General Partner’s 's ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership or the Operating Partnership and shall not apply to any forced sale of any or all of the assets of the Partnership or the Operating Partnership pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of a Unit Majority, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating Partnership Agreement or, except as expressly permitted by Section 7.9(d), take any action permitted to be taken by a partner of the Operating Partnership, in either case, that would have a material adverse effect on the Partnership as a partner of the Operating Partnership or the holders of Common Units (other than the General Partner and its Affiliates) or (ii) except as permitted under Sections 4.6, 11.1 and 11.2, elect or cause the Partnership to elect a successor general partnerpartner of the Partnership. (c) After consummation of the transactions contemplated by the Combination Agreement, the General Partner may not, without written approval of a Unit Majority, cause the Partnership to acquire or obtain any oil or gas property interest (including mineral fee interests, royalty and overriding royalty interests) unless such acquisition is complementary to the Partnership's objectives and is made either (A) in exchange for Partnership Interests (other than General Partner Interests, and subject to the restrictions described in Section 5.7) or (B) in exchange for cash, provided this clause (B) shall only be available to the extent the aggregate cost of any acquisitions (including acquisition expenses) made in exchange for cash during the 12-month period ending on the first to occur of the execution of a definitive agreement for such acquisition and its consummation (the "Determination Date") is equal to or less than 10% of the Partnership's aggregate cash distributions made pursuant to Section 6.3(a) with respect to the four most recent Quarters for which such cash distributions have been made as of the Determination Date. The Partnership Interests referred to in this Section 7.3(c) include but are not limited to Common Units.

Restrictions on General Partner’s Authority. (a) The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests Partners or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests Partners subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreementwithout limitation, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement; (ii) possessing possess Partnership property, or assigning assign any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting admit a Person as a Partner, except as otherwise provided in this Agreement; (iv) amending amend this Agreement in any manner, except as otherwise provided in this Agreement; or (v) transferring transfer its interest as general partner of the Partnership, except as otherwise provided in this Agreement. (b) Except as provided in Articles XII and Article XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combinationcombination with any other Person) or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating PartnershipPartnership (including by way of merger, taken as a wholeconsolidation or other combination with any other Person), without the approval of the holders of at least a Unit Majoritymajority of the Outstanding Units; provided, however, however that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the Partnership’s assets of the Partnership or the Operating Partnership Partnership’s assets and shall not apply to any forced sale of any or all of the Partnership’s assets of the Partnership or the Operating Partnership Partnership’s assets pursuant to the foreclosure of, or other realization upon, any such encumbrance, or in any way limit the right of any holder of the capital stock of the General Partner to sell, exchange or otherwise dispose of such capital stock. Without the approval of the holders of at least a Unit Majoritymajority of the Outstanding Units (excluding for purposes of any such determination Units held by the General Partner and its Affiliates), the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating Partnership Agreement or, except as expressly permitted by Section 7.9(d6.9(d), take any action permitted to be taken by a the limited partner of the Operating Partnership, in either case, that would have a material adverse effect on adversely affect the Partnership by limiting its rights, preferences or privileges as a the limited partner of the Operating Partnership or the holders of Common Units (other than the General Partner and its Affiliates) or (ii) except as permitted under Sections 4.6, 11.1 11.2 and 11.213.1, elect or cause the Partnership to elect a successor general partnerpartner of the Operating Partnership. (c) The General Partner shall not take any action or refuse to take any reasonable action the effect of which, if taken or not taken, as the case may be, would be to cause the Partnership or the Operating Partnership to be taxable as a corporation or otherwise treated as an association taxable as a corporation for federal income tax purposes, without the approval of the holders of a majority of each class of Outstanding Units.

Restrictions on General Partner’s Authority. (a) The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreement, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; or (v) transferring its interest as general partner of the Partnership. (b) Except as provided in Articles XII and XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s 's assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination) or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Partnership, taken as a whole, without the approval of holders of a Unit Majority; provided, however, provided however that this provision shall not preclude or limit the General Partner’s 's ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership or the Operating Partnership and shall not apply to any forced sale of any or all of the assets of the Partnership or the Operating Partnership pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of a Unit Majority, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating Partnership Agreement or, except as expressly permitted by Section 7.9(d), take any action permitted to be taken by a partner of the Operating Partnership, in either case, that would have a material adverse effect on the Partnership as a partner of the Operating Partnership or the holders of Common Units (other than the General Partner and its Affiliates) or (ii) except as permitted under Sections 4.6, 11.1 and 11.2, elect or cause the Partnership to elect a successor general partnerpartner of the Partnership or the Operating Partnership.

Restrictions on General Partner’s Authority. (a) The General Partner Partners may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreement, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; or (v) transferring its interest as general partner of the Partnership. (b) Except as provided in Articles XII and XIV, the no General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s 's assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination) or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Partnership, taken as a wholeCompany, without the approval of holders of a Unit Majority; provided, however, provided however that this provision shall not preclude or limit the General Partner’s Partners' ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership or the Operating Partnership Company and shall not apply to any forced sale of any or all of the assets of the Partnership or the Operating Partnership Company pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of a Unit Majority, the Managing General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating Partnership Company Agreement or, except as expressly permitted by Section 7.9(d), take any action permitted to be taken by a partner member of the Operating PartnershipCompany, in either case, that would have a adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to any other class of Partnership Interests) in any material adverse effect on the Partnership as a partner of the Operating Partnership or the holders of Common Units (other than the General Partner and its Affiliates) respect or (ii) except as permitted under Sections 4.6, 11.1 and 11.2, elect or cause the Partnership to elect a successor general partnerpartner of the Partnership.

Restrictions on General Partner’s Authority. (a) A. The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests subsequent to the date of this Agreement, not take any action in contravention of this Agreement, including, except as otherwise provided in this Agreement, without limitation: (i1) committing take any act action that would make it impossible to carry on the ordinary business of the Partnership; , except as otherwise provided in this Agreement; (ii2) possessing possess Partnership property, or assigning assign any rights in specific Partnership property, for other than a Partnership purpose; purpose except as otherwise provided in this Agreement; (iii3) admitting admit a Person as a Partner; , except as otherwise provided in this Agreement; (iv4) amending this Agreement perform any act that would subject a Limited Partner to liability as a general partner in any mannerjurisdiction or any other liability except as provided herein or under the Act; or (5) enter into any contract, mortgage, loan or other agreement or transaction that prohibits or restricts, or has the effect of prohibiting or restricting, the ability of a Limited Partner to exercise its rights to a Redemption in full, except with the written consent of such Limited Partner. B. The General Partner shall not, without the prior Consent of the Partners, undertake, on behalf of the Partnership, any of the following actions or enter into any transaction which would have the effect of such transactions: (v1) transferring its interest as make a general partner assignment for the benefit of creditors or appoint or acquiesce in the appointment of a custodian, receiver or trustee for all or any part of the assets of the Partnership; (2) institute any proceeding for bankruptcy on behalf of the Partnership; or (3) confess a judgment against the Partnership. C. If the aggregate Limited Partnership Interests of all Limited Partners (bother than the Company) Except as provided in Articles XII and XIVrepresents 2% or more of the aggregate Partnership Interests, the General Partner may not sellshall not, exchange or otherwise dispose of all or substantially all without the prior Consent of the Partnership’s assets in a single transaction or a series of related transactions (including by way of mergerLimited Partners, consolidation or other combination) or approve undertake, on behalf of the Partnership, any action or enter into any transaction (other than a merger or consolidation of the Partnership with or into any other Person or the sale, exchange or other disposition sale of all or substantially all of the assets and properties which would have the effect of dissolving the Operating Partnership. D. Notwithstanding Sections 7.3.B and 7.3.C hereof, taken as a whole, without the approval of holders of a Unit Majority; provided, however, that this provision shall not preclude or limit the General Partner’s ability but subject to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership or the Operating Partnership and shall not apply to any forced sale of any or all of the assets of the Partnership or the Operating Partnership pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of a Unit MajoritySection 7.3.E hereof, the General Partner shall nothave the power, on behalf without the Consent of the PartnershipLimited Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (2) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.3.C and 4.4 or the admission, substitution, termination, or withdrawal of Partners in accordance with this Agreement; (3) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity in, correct or supplement any provision in, or make other changes with respect to matters arising under, this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (4) to satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law; (5) to reflect such changes as are reasonably necessary for the General Partner to maintain its status as a REIT, including changes which may be necessitated due to a change in applicable law (or an authoritative interpretation thereof) or a ruling of the IRS; and (6) to modify, as set forth in the definition of "Capital Account," the manner in which Capital Accounts are computed. The General Partner will provide notice to the Limited Partners when any action under this Section 7.3.D is taken. E. Without the Consent of the Limited Partners, (i) consent except as provided in Section 7.3.D, this Agreement shall not be amended, modified or terminated other than to reflect the admission, substitution, termination or withdrawal of partners pursuant to Article 12 hereof, (ii) the General Partner shall not approve or acquiesce to the transfer of the Partnership Interest of the General Partner to any amendment to the Operating Partnership Agreement or, except as expressly permitted by Section 7.9(d), take any action permitted to be taken by a partner of the Operating Partnership, in either case, that would have a material adverse effect on the Partnership as a partner of the Operating Partnership or the holders of Common Units (Person other than the Partnership or admit into the Partnership any Additional or Substitute General Partners, (iii) notwithstanding Sections 7.3.B, 7.3.C and 7.3.D hereof, Section 11.2 of this Agreement shall not be amended, and no action in contravention of Section 11.2 hereof shall be taken, and (iv) the General Partner and its Affiliatesshall not make any election or other filing with any taxing or governmental authority (including but not limited to an election or filing pursuant to Treasury Regulations Section 301.7701-3) or (ii) except as permitted under Sections 4.6, 11.1 and 11.2, elect or that would cause the Partnership to elect be classified as an association taxable as a successor corporation for federal income tax purposes. In addition, notwithstanding Sections 7.3.B, 7.3.C and 7.3.D hereof, this Agreement shall not be amended, and no action may be taken by the General Partner, without the Consent of each Partner adversely affected if such amendment or action would (a) convert a Limited Partner's interest in the Partnership into a general partner's interest (except as the result of the General Partner acquiring such interest), (b) modify the limited liability of a Limited Partner, (c) alter rights of the Partner to receive distributions pursuant to Article 5 or Section 13.2.A(4), or the allocations specified in Article 6 (except as permitted pursuant to Section 4.3 and Section 7.3.D(2) hereof), (d) alter or modify the rights to a Redemption or the REIT Shares Amount as set forth in Section 8.6, and related definitions hereof or (e) amend this Section 7.3.E. Further, no amendment may alter the restrictions on the General Partner's authority set forth elsewhere in this Section 7.3 without the Consent specified in such section.

Restrictions on General Partner’s Authority. (a) The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests Partners or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests Partners subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreement, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; manner or (v) transferring of its interest as general partner of the PartnershipGeneral Partner Interests. (b) Except as provided in Articles XII and XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s 's assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination) or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Partnership, taken as a whole, without the approval of holders of a Unit Majoritythe Limited Partners; provided, however, that this provision shall not preclude or limit the General Partner’s 's ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership or the Operating Partnership and shall not apply to any forced sale of any or all of the assets of the Partnership or the Operating Partnership pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of at least a Unit Majority, the General Partner shall not, on behalf of the PartnershipMLP, (i) consent to any amendment to the Operating Partnership this Agreement or, except as expressly permitted by Section 7.9(d)) of the MLP Agreement, take any action permitted to be taken by a partner of the Operating PartnershipPartner, in either case, that would have a material adverse effect on the Partnership MLP as a partner of the Operating Partnership or the holders of Common Units (other than the General Partner and its Affiliates) or (ii) except as permitted under Sections 4.6, 11.1 and 11.211.1, 11.2 or 11.3 of the MLP Agreement, elect or cause the Partnership MLP to elect a successor general partnerpartner of the Partnership.

Restrictions on General Partner’s Authority. (a) The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests Partners or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests Partners subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreementwithout limitation, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement; (ii) possessing possess Partnership property, or assigning assign any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting admit a Person as a Partner, except as otherwise provided in this Agreement; (iv) amending amend this Agreement in any manner, except as otherwise provided in this Agreement or applicable law; or (v) transferring transfer its interest as general partner of the Partnership, except as otherwise provided in this Agreement. (b) Except as provided in Articles XII and Article XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s 's assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combinationcombination with any other Person) or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Enbridge Energy, Limited Partnership, taken as a whole, without the approval of the holders of at least a Unit Majoritymajority of the Outstanding Units; provided, however, that this provision shall not preclude or limit the General Partner’s 's ability to mortgage, pledge, hypothecate or grant a 42 security interest in all or substantially all of the Partnership's assets of the Partnership or the any Operating Partnership Subsidiary's assets and shall not apply to any forced sale of any or all of the Partnership's assets of the Partnership or the any Operating Partnership Subsidiary's assets pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of the holders of at least a Unit Majoritymajority of the Outstanding Units, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating partnership agreement of Enbridge Energy, Limited Partnership Agreement or, except as expressly permitted by Section 7.9(d6.9(d), take any action permitted to be taken by a the limited partner of the Operating Enbridge Energy, Limited Partnership, in either case, that would have a material adverse effect on adversely affect the Partnership as a limited partner of Enbridge Energy, Limited Partnership. (c) Unless approved by the affirmative vote of the holders of at least 66-2/3% of each class of the Outstanding Units, the General Partner shall not take any action or refuse to take any reasonable action the effect of which, if taken or not taken, as the case may be, would be to cause the Partnership or any Operating Subsidiary to be taxable as a corporation or otherwise taxed as an entity for federal income tax purposes. (d) At all times while serving as the general partner of the Operating Partnership or the holders of Common Units (other than Partnership, the General Partner and shall not make any dividend or distribution on, or repurchase any shares of, its Affiliates) stock or (ii) except as permitted under Sections 4.6take any other action within its control if the effect of such dividend, 11.1 and 11.2distribution, elect repurchase or cause other action would be to reduce its net worth below an amount necessary to receive an Opinion of Counsel that the Partnership to elect will be treated as a successor general partnerpartnership for federal income tax purposes.

Restrictions on General Partner’s Authority. (a) The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreement, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; or (v) transferring its interest as general partner of the Partnership. (b) Except as provided in Articles XII and XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s 's assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination) or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Partnership, taken as a whole, without obtaining both the approval of holders of a Unit MajorityMajority and Special Approval; provided, however, provided however that this provision shall not preclude or limit the General Partner’s 's ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership or the Operating Partnership and shall not apply to any forced sale of any or all of the assets of the Partnership or the Operating Partnership pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of a Unit Majority, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating Partnership Agreement or, except as expressly permitted by Section 7.9(d), take any action permitted to be taken by a partner of the Operating Partnership, in either case, that would have a material adverse effect on the Partnership as a partner of the Operating Partnership or the holders of Common Units (other than the General Partner and its Affiliates) or (ii) except as permitted under Sections 4.6, 11.1 and 11.2, elect or cause the Partnership to elect a successor general partner.

Restrictions on General Partner’s Authority. (a) The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests Partners or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests Partners subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreementwithout limitation, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement; (ii) possessing possess Partnership property, or assigning assign any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting admit a Person as a Partner, except as otherwise provided in this Agreement; (iv) amending amend this Agreement in any manner, except as otherwise provided in this Agreement; or (v) transferring transfer its interest as general partner of the Partnership, except as otherwise provided in this Agreement. (b) Except as provided in Articles XII and XIVArticle 14, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s 's assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combinationcombination with any other Person) or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of any of the Operating Partnership, taken as a wholePartnerships, without the approval of holders at least a majority of a Unit Majoritythe Outstanding LP Units; provided, however, that this provision shall not preclude or limit the General Partner’s 's ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the Partnership's assets or the assets of the Partnership or the Operating Partnership any Subsidiary and shall not apply to any forced sale of any or all of the Partnership's assets or the assets of the Partnership or the Operating Partnership any Subsidiary pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders at least 66 2/3% of a Unit Majoritythe Outstanding LP Units, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to any of the Operating Partnership Agreement Agreements or, except as expressly permitted by Section 7.9(d6.9(d), take any action permitted to be taken by a the limited partner of any of the Operating PartnershipPartnerships, in either case, that would have a material adverse effect on adversely affect the Partnership as a the limited partner of the Operating Partnership or the holders of Common Units (other than the General Partner and its Affiliates) Partnerships or (ii) except as permitted under Sections 4.6, 11.1 11.2 and 11.213.1, elect or cause the Partnership to elect a successor general partnerpartner of the any of the Operating Partnerships. (c) Unless approved by the affirmative vote of at least 66 2/3% of the Outstanding LP Units, the General Partner shall not take any action or refuse to take any reasonable action the effect of which, if taken or not taken, as the case may be, would be to cause the Partnership or any of the Operating Partnerships to be taxable as a corporation or otherwise taxed as an entity for federal income tax purposes. (d) At all times while serving as the general partner of the Partnership, the General Partner shall not make any dividend or distribution on, or repurchase any shares of, its stock or take any other action within its control if the effect of such dividend, distribution, repurchase or other action would be to reduce its net worth below an amount necessary to receive an Opinion of Counsel that the Partnership will be treated as a partnership for federal income tax purposes.

Restrictions on General Partner’s Authority. (a) Notwithstanding anything to the contrary herein: (i) The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests Class A Units and Class B Units or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests Class A Units and Class B Units subsequent to the date of this AgreementAgreement (except as to clause (v), which shall require the approval or consent of two-thirds of the Class B Units then outstanding), take any action in contravention of this Agreement), including, except as otherwise provided in this Agreementwithout limitation, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement; (ii) possessing possess Partnership property, or assigning assign any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting admit a Person as a Partner, except as otherwise provided in this Agreement; (iv) amending amend this Agreement in any manner, except as otherwise provided in this Agreement; or (v) transferring transfer its interest as general partner of the Partnership, except as otherwise provided in this Agreement. (bii) Except as provided in Articles XII XIV and XIVXVI, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination) or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Partnership, taken as a whole, without the approval of the holders of at least a Unit Majoritymajority of the Outstanding Class A Units and without obtaining any approvals required by Sections 6.3(b), 6.15 and 6.16; provided, however, that that, without limiting Sections 6.3(b), 6.15 and 6.16, this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the Partnership’s assets of the Partnership or the Operating Partnership and shall not apply to any forced sale of any or all of the Partnership’s assets of the Partnership or the Operating Partnership pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of the holders of a Unit Majorityat least two thirds of the Outstanding Class A Units and obtaining the approvals required by Sections 6.3(b), 6.15 and 6.16, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating Partnership Agreement or, except as expressly permitted by Section 7.9(d6.9(d), take any action permitted to be taken by a partner of the Operating Partnership, in either case, that would have a material adverse effect on the Partnership as a partner of the Operating Partnership or the holders of Common Units (other than the General Partner and its Affiliates) or (ii) except as permitted under Sections 4.6, 11.1 and 11.2, 13.1 and 13.2 elect or cause the Partnership to elect a successor general partnerpartner of the Operating Partnership. (iii) Unless approved by the Requisite Class B Unit Consent and the affirmative vote of the holders of at least two thirds of the Outstanding Class A Units (excluding for purposes of such determination Class A Units owned by the General Partner and its Affiliates), the General Partner shall not take any action or refuse to take any reasonable action the effect of which, if taken or not taken, as the case may be, would be to cause the Partnership or the Operating Partnership to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes; provided that this Section 6.3(a) shall not be construed to apply to amendments to this Agreement (which are governed by Article XV) or mergers or consolidations of the Partnership with any Person (which are governed by Article XVI). (b) Notwithstanding anything to the contrary herein, at any time when any Class B Units shall be outstanding: (i) without the Requisite Class B Unit Consent, the General Partner shall not: (A) permit or authorize the Partnership, the Operating Partnership or any of their respective Subsidiaries to incur any indebtedness other than (1) Indebtedness incurred and outstanding at any time under the Revolving Credit Facility (in an amount up to the aggregate commitments under such Revolving Credit Agreement on the Effective Date) or High Yield Notes (in an amount up to the aggregate initial principal amount of such High Yield Notes on the Effective Date); (2) additional Indebtedness that does not exceed $75,000,000 in the aggregate; and (3) the incurrence of Indebtedness in connection with customary refinancing of the obligations under the Revolving Credit Agreement (in an amount up to the aggregate commitments under such Revolving Credit Agreement on the Effective Date) and the High Yield Notes (in an amount up to the aggregate initial principal amount of such High Yield Notes on the Effective Date) plus customary interest, premium and financing expenses (with any increase in the applicable interest, premium or expenses counting towards the $75,000,000 basket set forth in the preceding clause (2)); (B) authorize or permit the Partnership or the Operating Partnership or any of their respective Subsidiaries to issue any Units, Partnership Securities, or any equity securities (other than the Senior Preferred Units of the Operating ​ Partnership being issued in connection with the Plan), whether common or preferred, or other securities convertible into or exchangeable for equity securities or redeem equity securities, whether common or preferred (other than the redemption of the Class B Units in accordance with the provisions of this Agreement and repurchases of Units from employees or consultants upon the termination of employment in accordance with equity income plans or executive employment agreements); (C) authorize or permit the Partnership or the Operating Partnership or any of their respective Subsidiaries to enter into or to engage in any transaction or series of related-party transactions between the Partnership, the Operating Partnership or any of their respective Subsidiaries, on the one hand, and the General Partner, Xxxxx X. Xxxxxxx, any Related Party or any of their respective Affiliates (other than the Partnership, the Operating Partnership and their respective Subsidiaries), on the other hand, (other than (i) transactions currently existing and listed on Schedule II to the First Amendment to Operating Partnership Agreement as in effect on the Effective Date and (ii) transactions among the Partnership, the Operating Partnership and their respective Subsidiaries) unless such transactions, taken as a whole, are on terms no less favorable to the Partnership, the Operating Partnership or such Subsidiary than those that would have been obtained in comparable transactions with non-related party or non-affiliated counterparties and such transactions in the aggregate do not have a value in excess of $10,000,000. With respect to any transaction involving aggregate payments equal to or greater than $10,000,000, the Partnership or the Operating Partnership shall have obtained and delivered to the Class B Holders an opinion from an accounting, appraisal or investment banking firm of national standing stating that such transaction is fair to the Partnership or Operating Partnership (as applicable) or their respective Subsidiaries from a financial point of view or stating that the transaction, taken as a whole, is on terms no less favorable to the Partnership, Operating Partnership or such Subsidiary than those that would have been obtained in a comparable transaction with a non-related party or non-affiliated counterparty; (D) excepting only Ordinary Course Dispositions, authorize or permit the Partnership, the Operating Partnership or any of their respective Subsidiaries to sell, transfer or otherwise dispose of assets (through an asset acquisition, merger, stock acquisition or other form of transaction) that generate net proceeds (in the aggregate) of $25,000,000 or more; provided that none of Partnership, the Operating Partnership or any of their respective subsidiaries shall permit Asset Sales, other than dispositions of inventory or cash equivalents in the ordinary course of business consistent with past practice, in the aggregate, including Ordinary Course Dispositions, to exceed $150,000,000; (E) excepting only Ordinary Course Investments, payments in accordance with the terms of the Senior Preferred Units of the Operating Partnership as in effect as of the Effective Date and payments for the settlement of litigation, authorize or permit the Partnership, the Operating Partnership or any of ​ their respective Subsidiaries to acquire, invest, contribute or otherwise transfer any value, assets or property (including equity interests) to any Person (including the formation of any joint venture and whether through an asset acquisition, merger, stock acquisition or other form of transaction) if the aggregate value of the assets or property acquired, invested, contributed or otherwise transferred in the transaction exceeds $5,000,000; (F) authorize or permit the Partnership or the Operating Partnership or any of their respective Subsidiaries to voluntarily file for bankruptcy, adopt a plan or agreement of complete or partial liquidation or dissolution or take any comparable action; provided, however, that a Subsidiary of the Partnership (other than the Operating Partnership) or the Operating Partnership may liquidate and/or dissolve if the assets of such Subsidiary either are, after the liquidation or dissolution, owned by the Partnership or the Operating Partnership or another Subsidiary of the Partnership or Operating Partnership or are the subject of an Ordinary Course Disposition permitted hereunder; or (G) authorize or permit the Partnership, the Operating Partnership, and any of their respective subsidiaries to directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property, right or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of the Partnership, Operating Partnership or any of their subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, except Permitted Liens; (ii) without the prior written consent of the holders of no less than two-thirds of the then-outstanding Class B Units, the General Partner shall not authorize or permit the amendment of any of the organizational documents of the General Partner (by merger, consolidation or otherwise) that (x) adversely affects the rights, powers, obligations or otherwise of the Independent Class B Director, including as a member of the board of directors of the General Partner (it being understood that an increase in the number of members of the board of directors within the range provided in Section 3.1 of the Second Amended and Restated Bylaws of Ferrellgas, Inc. (as in effect as of the date hereof) shall not be considered to have such an effect), (y) adversely affects the applicability of the Voting Agreement on the General Partner or the organizational documents of the General Partner or (z) otherwise would have an adverse effect on the Class B Holders. (c) With respect to the obtaining of any Requisite Class B Unit Consent in connection with any matter described in Section 6.3(b), any Class B Holder that does not consent or does not decline to provide its consent within seven (7) Business Days of receiving actual notice of the consent request shall be deemed to have consented to such request; provided that any request for such consent must, in order to constitute a valid consent request, (i) be in writing (email or any other form of electronic transmission being sufficient to the address supplied to the Partnership or the Transfer Agent by the Class B Holder), (ii) include a reminder of the effect of this provision and (iii) set forth the applicable deadline to respond before consent is deemed given. The Partnership shall promptly provide any information that any Class B Holder reasonably requests in order to evaluate the consent request. For the avoidance of doubt, “actual notice” means the direct email delivery of the consent request to the beneficial holder of the Class B Units or the investment advisors, sub-advisors, or managers of discretionary accounts that hold the Class B Units rather than the Depository to the extent that such Class B Holder has provided sufficient contact information to the Partnership or the Transfer Agent. If a Class B Holder does not provide the Partnership or the Transfer Agent with contact information, actual notice under this Section 6.3(c) shall be deemed delivered upon posting of a request for consent to DTC LENs or similar system with respect to the Class B Holder; provided, however, to the extent that thirty-three percent (33%) or more of the Class B Units affirmatively denies the Partnership’s request, the Partnership shall be required to obtain the affirmative written consent of a sufficient number of the Class B Holders to satisfy the requirements of Requisite Class B Unit Consent and the Partnership shall not be permitted to rely on the deemed consent set forth in this Section 6.3(c); provided further that the Partnership may not rely on this Section 6.3(c) for deemed consent unless it has given actual notice of such consent request to all Class B Holders (including through the posting of such consent request to DTC LENs for those Class B Holders which have not provided the Partnership or Transfer Agent with contact information) in accordance with this Section 6.3(c).

Restrictions on General Partner’s Authority. (a) The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreement, Agreement (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; or (v) transferring its interest as general partner of the PartnershipGeneral Partner Interest. (b) Except as provided in Articles ‎Article XII and ‎Article XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s assets of the Partnership Group in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination) or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Partnership, taken as a whole, without the approval of holders of a Unit MajorityMajority Interest; provided, however, that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership or the Operating Partnership Group and shall not apply to any forced sale of any or all of the assets of the Partnership or the Operating Partnership Group pursuant to the foreclosure of, or other realization upon, any such encumbrance. ; and provided, further, that this provision shall not preclude or limit the ability of Genesis OLP to sell, exchange or otherwise dispose of all of the assets of Genesis OLP in a single transaction or a series of related transactions that is approved by the limited partners of Genesis OLP as provided in Section 7.3(b) of the Fourth Amended OLP Agreement. (c) Without the approval of holders of a Unit MajorityMajority Interest, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating Partnership Fourth Amended OLP Agreement or, except as expressly permitted by Section 7.9(d‎7.9(d), take any action permitted to be taken by a partner of the Operating PartnershipGenesis OLP, in either case, that would have a material adverse effect on the Partnership as a partner of the Operating Partnership or the holders of Common Units (other than the General Partner and its Affiliates) Genesis OLP or (ii) except as permitted under Sections 4.6‎4.6, 11.1 ‎11.1 and 11.2‎11.2, elect or cause the Partnership to elect a successor general partnerpartner of Genesis OLP.

Restrictions on General Partner’s Authority. (a) The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests Partners or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests Partners subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreementwithout limitation, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement; (ii) possessing possess Partnership property, or assigning assign any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting admit a Person as a Partner, except as otherwise provided in this Agreement; (iv) amending amend this Agreement in any manner, except as otherwise provided in this Agreement; or (v) transferring transfer its interest as general partner of the Partnership, except as otherwise provided in this Agreement. (b) Except as provided in Articles XII and XIVArticle 14, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combinationcombination with any other Person) or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Partnership or any of the Operating Partnership, taken as a wholePartnerships, without the approval of holders of at least a Unit Majority; provided, however, that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the Partnership’s assets or the assets of the Partnership or the Operating Partnership any Subsidiary and shall not apply to any forced sale of any or all of the Partnership’s assets or the assets of the Partnership or the Operating Partnership any Subsidiary pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without . (c) Unless approved by the approval affirmative vote of holders of at least a Unit Majority, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating Partnership Agreement or, except as expressly permitted by Section 7.9(d), not take any action permitted or refuse to take any reasonable action the effect of which, if taken or not taken, as the case may be, would be taken by a partner to cause the Partnership or any of the Operating Partnership, in either case, that would have a material adverse effect on the Partnership Partnerships to be taxable as a partner of the Operating Partnership corporation or the holders of Common Units (other than the General Partner and its Affiliates) or (ii) except otherwise taxed as permitted under Sections 4.6, 11.1 and 11.2, elect or cause the Partnership to elect a successor general partneran entity for federal income tax purposes.

Restrictions on General Partner’s Authority. (a) The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreementwithout limitation, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement; (ii) possessing possess Partnership property, or assigning assign any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting admit a Person as a Partner, except as otherwise provided in this Agreement; (iv) amending amend this Agreement in any manner, except as otherwise provided in this Agreement; or (v) transferring transfer its interest as general partner of the Partnership, except as otherwise provided in this Agreement. (b) Except as provided in Articles XII XIII and XIVXV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination) or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Partnership, taken as a whole, without the approval of holders of a Unit Majoritythe Limited Partner; provided, however, that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the Partnership’s assets of the Partnership or the Operating Partnership and shall not apply to any forced sale of any or all of the Partnership’s assets of the Partnership or the Operating Partnership pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without . (c) Unless approved by the approval of holders of a Unit MajorityLimited Partner, the General Partner shall notnot take any action or refuse to take any reasonable action the effect of which, on behalf if taken or not taken, as the case may be, would be to cause the Partnership to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes; provided that this Section 6.3(c) shall not be construed to apply to amendments to this Agreement (which are governed by Article XIV) or mergers or consolidations of the Partnership with any Person (which are governed by Article XV). (d) At all times while serving as the general partner of the Partnership, (i) consent to any amendment to the Operating Partnership Agreement or, except as expressly permitted by Section 7.9(d), take any action permitted to be taken by a partner of the Operating Partnership, in either case, that would have a material adverse effect on the Partnership as a partner of the Operating Partnership or the holders of Common Units (other than the General Partner and its Affiliates) or shall not (ii) except as permitted under Sections 4.6provided below) make any dividend or distribution on, 11.1 and 11.2or repurchase any shares of, elect its stock or cause take any other action within its control unless it shall first receive an Opinion of Counsel that the effect of such dividend, distribution, repurchase or other action would not reduce its net worth below an amount such that the Partnership will be treated as an association taxable as a corporation for federal income tax purposes; provided, however, to elect the extent the General Partner receives distributions of cash from the Partnership or any other partnership of which the Partnership is, directly or indirectly, a successor general partner, the General Partner shall not use such cash to make any dividend or distribution on, or repurchase any shares of, its stock or take any other action within its control if the effect of such dividend, distribution, repurchase or other action would be to reduce its net worth below an amount necessary to receive an Opinion of Counsel that the Partnership will be treated as a partnership for federal income tax purposes.

Restrictions on General Partner’s Authority. (a) The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests Units or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests Units subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreementwithout limitation, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement; (ii) possessing possess Partnership property, or assigning assign any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting admit a Person as a Partner, except as otherwise provided in this Agreement; (iv) amending amend this Agreement in any manner, except as otherwise provided in this Agreement; or (v) transferring transfer its interest as general partner of the Partnership, except as otherwise provided in this Agreement. (b) Except as provided in Articles XII XIV and XIVXVI, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s 's assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination) or approve on behalf of the Partnership the sale, (c) Unless approved by the affirmative vote of at least a majority of each class of Outstanding Units, exchange or other disposition including a majority of all or substantially all Common Units (excluding for purposes of such determination Common Units owned by the assets of General Partner and its Affiliates), the Operating Partnership, taken as a whole, without the approval of holders of a Unit Majority; provided, however, that this provision General Partner shall not preclude take any action or limit refuse to take any reasonable action the General Partner’s ability effect of which, if taken or not taken, as the case may be, would be to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of cause the Partnership or the Operating Partnership and to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes; provided that this Section 6.3(c) shall not be construed to apply to any forced sale of any amendments to this Agreement (which are governed by Article XV) or all of the assets mergers or consolidations of the Partnership or with any Person (which are governed by Article XVI). (d) At all times while serving as the Operating Partnership pursuant to general partner of the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of a Unit MajorityPartnership, the General Partner shall notnot make any dividend or distribution on, on behalf of the Partnershipor repurchase any shares of, (i) consent to any amendment to the Operating Partnership Agreement or, except as expressly permitted by Section 7.9(d), its stock or take any other action permitted within its control if the effect of such dividend, distribution, repurchase or other action would be to be taken by a partner reduce its net worth below an amount necessary to receive an Opinion of the Operating Partnership, in either case, Counsel that would have a material adverse effect on the Partnership will be treated as a partner of the Operating Partnership or the holders of Common Units (other than the General Partner and its Affiliates) or (ii) except as permitted under Sections 4.6, 11.1 and 11.2, elect or cause the Partnership to elect a successor general partnerpartnership for federal income tax purposes.

Restrictions on General Partner’s Authority. (a) The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests Partners or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests Partners subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreementwithout limitation, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement; (ii) possessing possess Partnership property, or assigning assign any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting admit a Person as a Partner, except as otherwise provided in this Agreement; (iv) amending amend this Agreement in any manner, except as otherwise provided in this Agreement or applicable law; or (v) transferring transfer its interest as general partner of the Partnership, except as otherwise provided in this Agreement. (b) Except as provided in Articles XII and Article XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s 's assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combinationcombination with any other Person) or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Enbridge Energy, Limited Partnership, taken as a whole, without the approval of the holders of at least a Unit Majoritymajority of the Outstanding Units; providedPROVIDED, howeverHOWEVER, that this provision shall not preclude or limit the General Partner’s 's ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the Partnership's assets of the Partnership or the Operating Partnership any Subsidiary's assets and shall not apply to any forced sale of any or all of the Partnership's assets of the Partnership or the Operating Partnership any Subsidiary's assets pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of the holders of at least a Unit Majoritymajority of the Outstanding Units, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating partnership agreement of Enbridge Energy, Limited Partnership Agreement or, 44 except as expressly permitted by Section 7.9(d6.9(d), take any action permitted to be taken by a the limited partner of the Operating Enbridge Energy, Limited Partnership, in either case, that would have a material adverse effect on adversely affect the Partnership as a limited partner of Enbridge Energy, Limited Partnership. (c) Unless approved by the affirmative vote of the holders of at least 66 2/3% of each class of the Outstanding Units, the General Partner shall not take any action or refuse to take any reasonable action the effect of which, if taken or not taken, as the case may be, would be to cause the Partnership or any Subsidiary to be taxable as a corporation or otherwise taxed as an entity for federal income tax purposes. (d) At all times while serving as the general partner of the Operating Partnership or the holders of Common Units (other than Partnership, the General Partner and shall not make any dividend or distribution on, or repurchase any shares of, its Affiliates) stock or (ii) except as permitted under Sections 4.6take any other action within its control if the effect of such dividend, 11.1 and 11.2distribution, elect repurchase or cause other action would be to reduce its net worth below an amount necessary to receive an Opinion of Counsel that the Partnership to elect will be treated as a successor general partnerpartnership for federal income tax purposes.

Restrictions on General Partner’s Authority. (a) The General Partner Partners may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreement, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; or (v) transferring its interest as a general partner of the Partnership. (b) Except as provided in Articles XII and XIV, the no General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s 's assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination) or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Intermediate Partnership and the Operating PartnershipSubsidiary, taken as a whole, without the approval of holders of a Unit Majority; provided, however, provided however that this provision shall not preclude or limit the General Partner’s Partners' ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership, the Intermediate Partnership or the Operating Partnership Subsidiary and shall not apply to any forced sale of any or all of the assets of the Partnership, the Intermediate Partnership or the Operating Partnership Subsidiary pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of a Unit Majority, the General Partner Partners shall not, on behalf of the Partnership, (i) consent to any amendment to the Intermediate Partnership Agreement or the Operating Partnership Subsidiary Agreement or, except as expressly permitted by Section 7.9(d), take any action permitted to be taken by a partner of the Intermediate Partnership or a member of the Operating PartnershipSubsidiary, in either case, that would have a material adverse effect on the Partnership as a partner of the Operating Intermediate Partnership or a member of the holders of Common Units (other than the General Partner and its Affiliates) Operating Subsidiary or (ii) except as permitted under Sections 4.6, 11.1 and 11.2, elect or cause the Partnership to elect a successor general partnerpartner of the Partnership or a successor general partner of the Intermediate Partnership or a successor managing member of the Operating Subsidiary.

Restrictions on General Partner’s Authority. (a) The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests outstanding Units or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests Units subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreement, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; , or (v) transferring its interest as general partner of the Partnership. (b) Except as provided in Articles XII and XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination) or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Partnership, taken as a whole, without the approval of holders of at least a Unit Majority; provided, however, provided however that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership or the Operating Partnership and shall not apply to any forced sale of any or all of the assets of the Partnership or the Operating Partnership pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of at least a Unit Majority, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating Partnership Agreement or, except as expressly permitted by Section 7.9(d), take any action permitted to be taken by a partner of the Operating Partnership, in either case, that would have a material adverse effect on the Partnership as a partner of the Operating Partnership or the holders of Common Units (other than the General Partner and its Affiliates) or (ii) except as permitted under Sections 4.6, 11.1 and 11.2, elect or cause the Partnership to elect a successor general partnerpartner of the Operating Partnership.

Restrictions on General Partner’s Authority. (a) The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreement, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; or (v) transferring its interest as general partner of the Partnership. (b) Except as provided in Articles XII and XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s 's assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination) or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Partnership, taken as a whole, without the approval of holders of a Unit Majority; provided, however, provided however that this provision shall not preclude or limit the General Partner’s 's ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership or the Operating Partnership and shall not apply to any forced sale of any or all of the assets of the Partnership or the Operating Partnership pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of a Unit Majority, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the either Operating Partnership Agreement or, except as expressly permitted by Section 7.9(d7.10(d), take any action permitted to be taken by a partner of the Operating Partnership, in either case, that would have a material adverse effect on the Partnership as a partner of the Operating Partnership or the holders of Common Units (other than the General Partner and its Affiliates) or (ii) except as permitted under Sections 4.6, 11.1 and 11.2, elect or cause the Partnership to elect a successor general partnerpartner of the Partnership or a successor general partner of the Operating Partnership.

Restrictions on General Partner’s Authority. (a) The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests Partners or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests Partners subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreementwithout limitation, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement; (ii) possessing possess Partnership property, or assigning assign any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting admit a Person as a Partner, except as otherwise provided in this Agreement; (iv) amending amend this Agreement in any manner, except as otherwise provided in this Agreement or applicable law; or (v) transferring transfer its interest as general partner of the Partnership, except as otherwise provided in this Agreement. (b) Except as provided in Articles XII and Article XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s 's assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combinationcombination with any other Person) or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Partnership, taken as a whole, without the approval of the holders of at least 66 2/3% of the Outstanding Class A Common Units during the Preference Period and thereafter without the approval of the holders of at least a Unit Majoritymajority of the Outstanding Units; provided, however, that this provision shall not preclude or limit the General Partner’s 's ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the Partnership's assets of the Partnership or the Operating Partnership Partnership's assets and shall not apply to any forced sale of any or all of the Partnership's assets of the Partnership or the Operating Partnership Partnership's assets pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of the holders of at least 66 2/3% of the Outstanding Class A Common Units during the Preference Period and thereafter without the approval of the holders of at least a Unit Majoritymajority of the Outstanding Units, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating Partnership Agreement or, except as expressly permitted by Section 7.9(d6.9(d), take any action permitted to be taken by a partner of the Operating Partnership, in either case, that would have a material adverse effect on the Partnership as a partner of the Operating Partnership or the holders of Common Units (other than the General Partner and its Affiliates) or (ii) except as permitted under Sections 4.6, 11.1 and 11.2, elect or cause the Partnership to elect a successor general partner.permitted

Restrictions on General Partner’s Authority. (a) The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests Partners or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests Partners subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreement, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; manner or (v) transferring its interest as general partner of the PartnershipGeneral Partner Interest. (b) Except as provided in Articles XII and XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s 's assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination) or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Partnership, taken as a whole, without the approval of holders of a Unit Majoritythe Limited Partners; provided, however, provided however that this provision shall not preclude or limit the General Partner’s 's ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership or the Operating Partnership and shall not apply to any forced sale of any or all of the assets of the Partnership or the Operating Partnership pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of at least a Unit Majority, the General Partner shall not, on behalf of the PartnershipMLP, (i) consent to any amendment to the Operating Partnership this Agreement or, except as expressly permitted by Section 7.9(d)) of the MLP Agreement, take any action permitted to be taken by a partner of the Operating PartnershipPartner, in either case, that would have a -30- 35 material adverse effect on the Partnership MLP as a partner of the Operating Partnership or the holders of Common Units (other than the General Partner and its Affiliates) or (ii) except as permitted under Sections 4.6, 11.1 and 11.211.2 of the MLP Agreement, elect or cause the Partnership MLP to elect a successor general partnerpartner of the Partnership.

Restrictions on General Partner’s Authority. (a) The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreement, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; or (v) transferring its interest as general partner of the Partnership. (b) Except as provided in Articles XII and XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s 's assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination) or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Intermediate Partnership, taken as a whole, without the approval of holders of a Unit Majority; provided, however, provided however that this provision shall not preclude or limit the General Partner’s 's ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership or the Operating Intermediate Partnership and shall not apply to any forced sale of any or all of the assets of the Partnership or the Operating Intermediate Partnership pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of a Unit Majority, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating Intermediate Partnership Agreement or, except as expressly permitted by Section 7.9(d), take any action permitted to be taken by a partner of the Operating Intermediate Partnership, in either case, that would have a material adverse effect on the Partnership as a partner of the Operating Intermediate Partnership or the holders of Common Units (other than the General Partner and its Affiliates) or (ii) except as permitted under Sections 4.6, 11.1 and or 11.2, elect or cause the Partnership to elect a successor general partnerpartner of the Partnership or the Intermediate Partnership. (c) The General Partner may not approve or consent to the conversion of Northern Border Pipeline or any other JV Entity that is not then taxable as an entity for federal income tax purposes to corporate form without first obtaining the approval of the holders of at least 66 2/3% of the Outstanding Units during the Subordination Period and at least a majority of the Outstanding Units thereafter.

Restrictions on General Partner’s Authority. (a) The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreement, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; or (v) transferring its interest as a general partner of the Partnership. (b) Except as provided in Articles XII and XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination) or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Intermediate Partnership and the Operating PartnershipSubsidiary, taken as a whole, without the approval of holders of a Unit Majority; provided, however, that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership, the Intermediate Partnership or the Operating Partnership Subsidiary and shall not apply to any forced sale of any or all of the assets of the Partnership, the Intermediate Partnership or the Operating Partnership Subsidiary pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of a Unit Majority, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Intermediate Partnership Agreement or the Operating Partnership Subsidiary Agreement or, except as expressly permitted by Section 7.9(d), take any action permitted to be taken by a partner of the Intermediate Partnership or a member of the Operating PartnershipSubsidiary, in either case, that would have a material adverse effect on the Partnership as a partner of the Operating Intermediate Partnership or a member of the holders of Common Units (other than the General Partner and its Affiliates) Operating Subsidiary or (ii) except as permitted under Sections 4.6, 11.1 and 11.2, elect or cause the Partnership to elect a successor general partnerpartner of the Partnership or a successor general partner of the Intermediate Partnership or a successor managing member of the Operating Subsidiary.

Restrictions on General Partner’s Authority. (a) The General Partner may not, without the written approval of the specific act by holders of all of the Outstanding Limited Partner Interests Partners or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests Partners subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreementwithout limitation, (i) committing take any act that would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement; (ii) possessing possess Partnership property, or assigning assign any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting admit a Person person as a Partner, except as otherwise provided in this Agreement; (iv) amending amend this Agreement in any manner, except as otherwise provided in this Agreement; or (v) transferring transfer its interest as general partner General Partner of the Partnership, except as otherwise provided in this Agreement. (b) Except as provided in Articles XII and XIVArticle XIV hereof, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s 's assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combinationcombination with any other Person) or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Partnership, taken as a wholeFacilities Subsidiary, without the approval of holders at least a majority of a Unit Majoritythe outstanding Units (excluding any Units owned by the General Partner and its Affiliates); provided, however, that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate hypothecation or grant of a security interest in all or substantially all of the Partnership's assets of the Partnership or the Operating Partnership and shall not apply to any forced sale of any or all of the Partnership's assets of the Partnership or the Operating Partnership pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without . (c) Unless approved by the approval affirmative vote of holders of a Unit Majority, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating Partnership Agreement or, except as expressly permitted by Section 7.9(d), take any action permitted to be taken by a partner of the Operating Partnership, in either case, that would have a material adverse effect on the Partnership as a partner of the Operating Partnership or the holders of Common at least 66 2/3% of each class of outstanding Units (other than and the affirmative vote of the holders of at least a majority of outstanding Units excluding for purposes of such determination any Units owned by the General Partner and its Affiliates) , the General Partner shall not take any action or (ii) except refuse to take any reasonable action the effect of which, if taken or not taken, as permitted under Sections 4.6the case may be, 11.1 and 11.2, elect or would be to cause the Partnership to elect be treated for federal income tax purposes as an association taxable as a successor corporation. (d) At all times while serving as the general partnerpartner of the Partnership, the General Partner will not make any dividend or distribution on, or repurchase any stock or take any other action if the effect of such dividend or distribution, repurchase or other action would be to reduce its net worth below an amount necessary to receive an Opinion of Counsel that the Partnership will be treated as a partnership for federal income tax purposes.

Restrictions on General Partner’s Authority. (a) The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreement, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; or (v) transferring its interest as general partner of the Partnership. (b) Except as provided in Articles XII and XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s 's assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination) or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating PartnershipPartnerships, taken as a whole, without the approval of holders of a Unit Majority; provided, however, provided however that this provision shall not preclude or limit the General Partner’s 's ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership or the Operating Partnership Partnerships and shall not apply to any forced sale of any or all of the assets of the Partnership or the Operating Partnership Partnerships pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of a Unit Majority, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating Partnership Agreement Agreements or, except as expressly permitted by Section 7.9(d), take any action permitted to be taken by a partner of the an Operating Partnership, in either case, that would have a material adverse effect on the Partnership as a partner of the an Operating Partnership or the holders of Common Units (other than the General Partner and its Affiliates) or (ii) except as permitted under Sections 4.6, 11.1 and 11.2, elect or cause the Partnership to elect a successor general partner.

Restrictions on General Partner’s Authority. (a) The Managing General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreement, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; or (v) transferring its interest as general partner of the Partnership. (b) Except as provided in Articles XII and XIV, the Managing General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s 's assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination) or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Partnership, taken as a whole, without the approval of holders of a Unit Majoritythe Limited Partners; provided, however, provided however that this provision shall not preclude or limit the Managing General Partner’s 's ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership or the Operating Partnership and shall not apply to any forced sale of any or all of the assets of the Partnership or the Operating Partnership pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of at least a Unit Majority, the Managing General Partner shall not, on behalf of the PartnershipMLP, (i) consent to any amendment to the Operating Partnership this Agreement or, except as expressly permitted by Section 7.9(d)) of the MLP Agreement, take any action permitted to be taken by a partner of the Operating Partnership, in either case, that would have a material adverse effect on the Partnership MLP as a partner of the Operating Partnership or the holders of Common Units (other than the General Partner and its Affiliates) or (ii) except as permitted under Sections 4.6, 11.1 and 11.211.2 of the MLP Agreement, elect or cause the Partnership MLP to elect a successor general partnerpartner of the Partnership. (c) At all times while serving as a General Partner of the Partnership, each of the General Partners shall not make any dividend or distribution on, or repurchase any shares of, its stock or take any other action within its control if the effect of such action would cause their combined net worth, independent of their interest in the Partnership Group, to be less than $15.0 million or such lower amount, which lower amount is based on an Opinion of Counsel that states, (i) based on a change in the position of the Internal Revenue Service 224 with respect to partnership status pursuant to Code Section 7701, such lower amount would not cause the Partnership or the MLP to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes and (ii) would not result in the loss of the limited liability of any Limited Partner.

Restrictions on General Partner’s Authority. (a) The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreement, (i) committing any act that would make it Table of Contents impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; or (v) transferring its interest as general partner of the Partnership. (b) Except as provided in Articles XII and XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination) or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Partnership, taken as a wholePartnerships, without obtaining both the approval of holders of a Unit MajorityMajority and Special Approval; provided, however, provided however that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership or the Operating Partnership Partnerships and shall not apply to any forced sale of any or all of the assets of the Partnership or the Operating Partnership Partnerships pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of a Unit Majority, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating Partnership Agreement Agreements or, except as expressly permitted by Section 7.9(d), take any action permitted to be taken by a partner or member of the Operating PartnershipPartnerships, in either case, that would have a material adverse effect on the Partnership as a partner or member of the Operating Partnership or the holders of Common Units (other than the General Partner and its Affiliates) Partnerships or (ii) except as permitted under Sections 4.6, 11.1 and 11.2, elect or cause the Partnership to elect a successor general partner.

Restrictions on General Partner’s Authority. (a) The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreement, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; or (v) transferring its interest as general partner of the Partnership. (b) Except as provided in Articles ARTICLE XII and ARTICLE XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination) or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Partnership or the Operating Partnership, taken as a whole, without the approval of holders of a Unit MajorityMajority and Special Approval; provided, however, that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership or the Operating Partnership and shall not apply to any forced sale of any or all of the assets of the Partnership or the Operating Partnership pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of a Unit Majority, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating Partnership Agreement or, except as expressly permitted by Section 7.9(d), take any action permitted to be taken by a partner of the Operating Partnership, in either case, that would have a material adverse effect on the Partnership as a partner of the Operating Partnership or the holders of Common Units (other than the General Partner and its Affiliates) or (ii) except as permitted under Sections 4.6, 11.1 and 11.2, elect or cause the Partnership to elect a successor general partnerpartner of the Partnership.

Restrictions on General Partner’s Authority. (a) The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests Partners or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests Partners subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreementwithout limitation, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement; (ii) possessing possess Partnership property, or assigning assign any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting admit a Person as a Partner, except as otherwise provided in this Agreement; (iv) amending amend this Agreement in any manner, except as otherwise provided in this Agreement or applicable law; or (v) transferring transfer its interest as general partner of the Partnership, except as otherwise provided in this Agreement. (b) Except as provided in Articles XII Article XIV and XIVArticle XVI, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s 's assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combinationcombination with any other Person) or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of all of the Operating PartnershipCompanies, taken as a whole, or of interests in the Operating Companies, without the approval of the holders of record of at least 66 2/3% of the Outstanding Series A Preference Units during the Series A Preference Unit Preference Period and thereafter without the approval of the holders of at least a Unit Majoritymajority of the Outstanding Voting Units; provided, however, that this provision shall not preclude or limit the General Partner’s 's ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the Partnership's assets of the Partnership or the Operating Partnership Companies assets and shall not apply to any forced sale of any or all of the Partnership's assets of the Partnership or the Operating Partnership Companies' assets pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of the holders of at least a majority of the Outstanding Series A Preference Units during the Series A Preference Unit MajorityPreference Period and thereafter without the approval of the holders of at least a majority of the Outstanding Voting Units, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating Partnership Agreement or, except as expressly permitted by Section 7.9(d), take any action permitted to be taken by a partner of the Operating Partnership, in either case, Companies' Agreements that would have a material adverse effect on adversely affect the Partnership as a partner member of the Operating Partnership Companies. In no event shall all or substantially all of the Partnership's assets be sold, exchanged or otherwise disposed of in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination with any other Person) without the approval of the General Partner. (c) Unless approved by the affirmative vote of the holders of Common Units at least 66 2/3% of the Outstanding Voting Units, including the vote of a majority of the Outstanding Series A Preference Units, (other than Preference Units held by the General Partner and its Affiliatesaffiliates), the General Partner shall not take any action or refuse to take any reasonable action the effect of which, if taken or not taken, as the case may be, would be to cause the Partnership or, to the extent it would materially and adversely affect the Limited Partners holding Units, the Operating Companies to be taxable as a corporation or otherwise taxed as an entity for federal income tax purpose; provided that this Section 6.3(c) shall not be construed to apply to amendments to this Agreement (which are governed by Article XV) or mergers or consolidations of the Partnership with any Person (which are governed by Article XVI). (d) At all times while serving as the general partner of the Partnership, the General Partner shall not make any dividend or distribution on, repurchase any shares of its stock, or take any other action within its control if the effect of such dividend distribution, repurchase or other action (i) would cause it hold less than 19% of the Outstanding Units and (ii) except as permitted under Sections 4.6, 11.1 and 11.2, elect or cause would be to reduce its net worth below an amount necessary to receive an Opinion of Counsel that the Partnership will be treated as a partnership for federal income tax purposes. (e) (i) Notwithstanding any other provision of this Agreement, the General Partner is not authorized to elect institute or initiate on behalf of, or otherwise cause, the Partnership or any of the Operating Companies to, (A) make a successor general partnerassignment for the benefit of creditors; (B) file a voluntary bankruptcy petition; (C) file a petition seeking for the Partnership or any of the Operating Companies a reorganization, arrangement, composition, readjustment liquidation, dissolution or similar relief under any law; or (D) seek the appointment of a trustee, receiver or liquidator of the Partnership or any of the Operating Companies or of all or any substantial part of any of the properties of any of them, unless such action has been approved by all of the directors on the General Partner's board of directors. (ii) No provision of this Section 6.3(e) shall be amended, altered, changed, repealed or rescinded in any respect unless such amendment is approved by the written consent or the affirmative vote of all of the directors on the General Partner's board of directors.

Restrictions on General Partner’s Authority. (a) The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreement, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; or (v) transferring its interest as general partner of the Partnership. (b) Except as provided in Articles XII and XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s 's assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination) or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Partnership, taken as a whole, without the approval of holders of a Unit Majority; provided, however, provided however that this provision shall not preclude or limit the General Partner’s 's ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership or the Operating Partnership and shall not apply to any forced sale of any or all of the assets of the Partnership or the Operating Partnership pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of a Unit Majority, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating Partnership Agreement or, except as expressly permitted by Section 7.9(d), take any action permitted to be taken by a partner of the Operating Partnership, in either case, that would have a material adverse effect on the Partnership as a partner of the Operating Partnership or the holders of Common Units (other than the General Partner and its Affiliates) or (ii) except as permitted under Sections 4.6, 11.1 and 11.2, elect or cause the Partnership to elect a successor general partnerpartner of the Partnership or the Operating Partnership.

Restrictions on General Partner’s Authority. (a) The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests (other than the Class A Special Units) or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests (other than the Class A Special Units) subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreement, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; or (v) transferring its interest as general partner of the Partnership. (b) Except as provided in Articles XII and XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination) or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Partnership or the Operating Partnership, taken as a whole, without the approval of holders of a Unit Majority; provided, however, provided however that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership or the Operating Partnership and shall not apply to any forced sale of any or all of the assets of the Partnership or the Operating Partnership pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of a Unit Majority, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating Partnership Agreement or, except as expressly permitted by Section 7.9(d), take any action permitted to be taken by a partner of the Operating Partnership, in either case, that would have a material adverse effect on the Partnership as a partner of the Operating Partnership or the holders of Common Units (other than the General Partner and its Affiliates) or (ii) except as permitted under Sections 4.6, 11.1 and 11.2, elect or cause the Partnership to elect a successor general partnerpartner of the Partnership.

Restrictions on General Partner’s Authority. (a) The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests Partners or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests Partners subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreementwithout limitation, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement; (ii) possessing possess Partnership property, or assigning assign any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting admit a Person as a Partner, except as otherwise provided in this Agreement; (iv) amending amend this Agreement in any manner, except as otherwise provided in this Agreement; or (v) transferring transfer its interest as general partner of the Partnership, except as otherwise provided in this Agreement. (b) Except as provided in Articles XII and XIVArticle 14, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s 's assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combinationcombination with any other Person) or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Partnership, taken as a whole, without the approval of holders at least a majority of a Unit Majoritythe Outstanding LP Units; provided, however, that this provision shall not preclude or limit the General Partner’s 's ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the Partnership's assets or the assets of the Partnership or the Operating Partnership any Subsidiary and shall not apply to any forced sale of any or all of the Partnership's assets or the assets of the Partnership or the Operating Partnership any Subsidiary pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders at least 662/3% of a Unit Majoritythe Outstanding LP Units, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating Partnership Agreement or, except as expressly permitted by Section 7.9(d6.9(d), take any action permitted to be taken by a the limited partner of the Operating Partnership, in either case, that would have a material adverse effect on adversely affect the Partnership as a the limited partner of the Operating Partnership or the holders of Common Units (other than the General Partner and its Affiliates) or (ii) except as permitted under Sections 4.6, 11.1 11.2 and 11.213.1, elect or cause the Partnership to elect a successor general partnerpartner of the Operating Partnership. (c) Unless approved by the affirmative vote of at least 662/3% of the Outstanding LP Units, the General Partner shall not take any action or refuse to take any reasonable action the effect of which, if taken or not taken, as the case may be, would be to cause the Partnership or the Operating Partnership to be taxable as a corporation or otherwise taxed as an entity for federal income tax purposes. (d) At all times while serving as the general partner of the Partnership, the General Partner shall not make any dividend or distribution on, or repurchase any shares of, its stock or take any other action within its control if the effect of such dividend, distribution, repurchase or other action would be to reduce its net worth below an amount necessary to receive an Opinion of Counsel that the Partnership will be treated as a partnership for federal income tax purposes.

Restrictions on General Partner’s Authority. (a) The Managing General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreement, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; or (v) transferring its interest as general partner of the Partnership. (b) Except as provided in Articles XII and XIV, the Managing General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s 's assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination) or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Partnership, taken as a whole, without the approval of holders of at least a Unit Majority; provided, however, provided however that this provision shall not preclude or limit the Managing General Partner’s 's ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership or the Operating Partnership and shall not apply to any forced sale of any or all of the assets of the Partnership or the Operating Partnership pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of at least a Unit Majority, the Managing General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating Partnership Agreement or, except as expressly permitted by Section 7.9(d), take any action permitted to be taken by a partner of the Operating Partnership, in either case, that would have a material adverse effect on the Partnership as a partner of the Operating Partnership or the holders of Common Units (other than the General Partner and its Affiliates) or (ii) except as permitted under Sections 4.6, 11.1 and 11.2, elect or cause the Partnership to elect a successor general partnerpartner of the Partnership or the Operating Partnership. (c) At all times while serving as a General Partner of the Partnership, each General Partner shall not make any dividend or distribution on, or repurchase any shares of, its stock or take any other action within its control if the effect of such action would cause the combined net worth of the General Partners, independent of their interest in the Partnership Group, to be less than $15.0 million or such lower amount, which lower amount is based on an Opinion of Counsel that states, (i) based on a change in the position of the Internal Revenue Service with respect to partnership status pursuant to Code Section 7701, such lower amount would not cause the Partnership or the Operating Partnership to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes and (ii) would not result in the loss of the limited liability of any Limited Partner or of the limited partner of the Operating Partnership.