representing distributed Portfolio Secunties that have been beneficially owned by the Partnership for at least one but less than two years will bear a restnctive legend.
(in) In connection with a distribution of Portfolio Secunties, the General Partner shall use its best efforts to request, where reasonably practicable and appropnate, that the broker which effects such distnbution to the Partners cause such distribution to be made through a depositary arrangement reasonably acceptable to the General Partner.
(iv) Notwithstanding any other provision in this Agreement, if, after notice from any Limited Partner that a distribution of any secunty (A) would cause such Limited Partner to own or control in excess of the amount of such secunty that it may lawfully own or control or may own or control without tax penalty or (B) would result in a prohibited transaction under ERISA or create a matenal nsk that a prohibited transaction under ERISA would result, then at the wntten request of such Limited Partner, the General Partner shall sell such secunty on behalf of the affected Partner at the best available pnce and distribute the net proceeds therefrom to such Partner so as to avoid such excessive ownership or control or prohibited transaction under ERISA or matenal nsk of such prohibited transaction under ERISA (in which case, for accounting purposes, the gain or loss attnbutable to such sale, and to the extent allowable, the taxable gain or loss attributable to such sale, shall be allocated to such Partner).
(c) Restrictions on Distributions. Notwithstanding any other provision in this Agreement, (1) no distnbution shall be made that would have the effect of reducing the fair value of the Partnership's assets below the liabilities of the Partnership other than liabilities to Partners on account of their interests in the Partnership and (n) the Partnership and the General Partner on behalf of the Partnership shall not be required to make a distribution to a Partner in respect of its Interest to the extent that such distribution would violate the Delaware Act or other applicable law.