Common use of Special Provisions Relating to the Holders of Class A Units Clause in Contracts

Special Provisions Relating to the Holders of Class A Units. (a) Except as otherwise provided in this Agreement, the holder of a Class A Unit shall have all of the rights and obligations of a Unitholder holding Common Units hereunder; provided, however, that immediately upon the conversion of any Class A Unit into Common Units pursuant to Section 5.12(b)(vi), the Unitholder holding a Class A Unit that is to be converted shall possess all of the rights and obligations of a Unitholder holding Common Units hereunder, including the right to vote as a Common Unitholder and the right to participate in allocations of income, gain, loss and deduction and distributions made with respect to Common Units; provided, however, that such converted Class A Unit shall remain subject to the provisions of Section 5.5(c)(iv), Section 6.1(d)(iii)(C), Section 6.10(b) and Section 6.10(c). (b) A Unitholder shall not be permitted to transfer a Class A Unit or a Class A Unit that has converted into a Common Unit pursuant to Section 5.12(b)(vi) if the remaining balance in the transferring Unitholder’s Capital Account with respect to the retained Class A Units or retained converted Class A Units would be negative after giving effect to the allocation under Section 5.5(c)(iv)(B). (c) The Unitholder holding a Common Unit that has resulted from the conversion of a Class A Unit pursuant to Section 5.12(b)(vi) shall not be issued a Common Unit Certificate pursuant to Section 4.1, if the Common Units are evidenced by Certificates, and shall not be permitted to transfer such Common Units to a Person that is not a Permitted Transferree of the holder until such time as the General Partner determines, based on advice of counsel, that each such Common Unit should have, as a substantive matter, like intrinsic economic and United States federal income tax characteristics, in all material respects, to the intrinsic economic and United States federal income tax characteristics of an Initial Common Unit. In connection with the condition imposed by this Section 6.10(c), the General Partner shall take whatever steps are required to provide economic uniformity to such Common Units in preparation for a transfer of such Common Units, including the application of Sections 5.5(c)(iv), 6.1(d)(iii)(C) and 6.10(b); provided, however, that no such steps may be taken that would have a material adverse effect on the Unitholders holding a Common Unit.

Special Provisions Relating to the Holders of Class A Units. (a) Except as otherwise provided with respect to the right to vote on or approve matters pursuant to Section 5.12(g) and the right to participate in this Agreementallocations of income, gain, loss and deduction and certain distributions made with respect to Common Units, the holder of a Class A Unit shall have all of the rights and obligations of a Unitholder holding Common Units hereunder; provided, however, that immediately upon the conversion of any Class A Unit Units into Common Units pursuant to Section 5.12(b)(vi5.12(e), the Unitholder holding a Class A Unit that is to be converted shall possess all of the rights and obligations of a Unitholder holding Common Units hereunder, including the right to vote as a Common Unitholder and the right to participate in allocations of income, gain, loss and deduction and distributions made with respect to Common Units; provided, however, that such converted Class A Unit Units shall remain subject to the provisions of Section 5.5(c)(iv5.5(c)(iii), Section 6.1(d)(iii)(C), Section 6.10(b6.1(d)(x) and Section 6.10(c6.11(b). (b) The Unitholder holding a Class A Unit that has converted into a Common Unit pursuant to Section 5.12(e) shall not be issued a Common Unit Certificate pursuant to Section 4.1 and shall not be permitted to transfer its converted Class A Units to a Person that is not an Affiliate of the holder until such time as the General Partner determines, based on advice of counsel, that a converted Class A Unit should have, as a substantive matter, like intrinsic economic and federal income tax characteristics, in all material respects, to the intrinsic economic and federal income tax characteristics of an Initial Common Unit. In connection with the condition imposed by this Section 6.11(b), the General Partner may take whatever steps are required to provide economic uniformity to the converted Class A Units in preparation for a transfer of such converted Class A Units, including the application of Section 5.5(c)(iii) and Section 6.1(d)(x); provided, however, that no such steps may be taken that would have a material adverse effect on the Unitholders holding Common Units represented by Common Unit Certificates. The General Partner shall act in good faith to make the determinations set forth in this Section 6.11(b) as soon as practicable. (c) A Unitholder shall not be permitted to transfer a Class A Unit or a Class A Unit that has converted into a Common Unit pursuant to Section 5.12(b)(vi5.12(e) (other than a transfer to an Affiliate) if the remaining balance in the transferring Unitholder’s Capital Account with respect to the retained Class A Units or retained converted Class A Unit that has converted into a Common Units would be negative after giving effect to the allocation under Section 5.5(c)(iv)(B5.5(c)(iii). (c) The Unitholder holding a Common Unit that has resulted from the conversion of a Class A Unit pursuant to Section 5.12(b)(vi) shall not be issued a Common Unit Certificate pursuant to Section 4.1, if the Common Units are evidenced by Certificates, and shall not be permitted to transfer such Common Units to a Person that is not a Permitted Transferree of the holder until such time as the General Partner determines, based on advice of counsel, that each such Common Unit should have, as a substantive matter, like intrinsic economic and United States federal income tax characteristics, in all material respects, to the intrinsic economic and United States federal income tax characteristics of an Initial Common Unit. In connection with the condition imposed by this Section 6.10(c), the General Partner shall take whatever steps are required to provide economic uniformity to such Common Units in preparation for a transfer of such Common Units, including the application of Sections 5.5(c)(iv), 6.1(d)(iii)(C) and 6.10(b); provided, however, that no such steps may be taken that would have a material adverse effect on the Unitholders holding a Common Unit.