Common use of Amendment of Partnership Agreement Clause in Contracts

Amendment of Partnership Agreement. MEETINGS; RECORD DATE Section 13.1 Amendments to be Adopted Solely by the General Partner. Except as set forth in Section 5.12(b)(v), Section 5.14(b)(v), Section 5.15(b)(v) and Section 5.16(b)(v), each Partner agrees that the General Partner, without the approval of any Partner, may amend any provision of this Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect: (a) a change in the name of the Partnership, the location of the principal place of business of the Partnership, the registered agent of the Partnership or the registered office of the Partnership; (b) the admission, substitution, withdrawal or removal of Partners in accordance with this Agreement; (c) (c) a change that the General Partner determines to be necessary or appropriate to qualify or continue the qualification of the Partnership as a limited partnership or a partnership in which the Limited Partners have limited liability under the laws of any state or to ensure that the Group Members will not be treated as associations taxable as corporations or otherwise taxed as entities for federal income tax purposes; (d) (d) a change that the General Partner determines, (i) does not adversely affect in any material respect the Limited Partners considered as a whole or any particular class of Partnership Interests as compared to other classes of Partnership Interests, (ii) to be necessary or appropriate to (A) satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute (including the Delaware Act) or (B) facilitate the trading of the Units (including the division of any class or classes of Outstanding Units into different classes to facilitate uniformity of tax consequences within such classes of Units) or comply with any rule, regulation, guideline or requirement of any National Securities Exchange on which the Units are or will be listed or admitted to trading, (iii) to be necessary or appropriate in connection with action taken by the General Partner pursuant to Section 5.9 or (iv) is required to effect the intent expressed in the Registration Statement or the intent of the provisions of this Agreement or is otherwise contemplated by this Agreement;

Amendment of Partnership Agreement. MEETINGS; RECORD DATE Section 13.1 Amendments 13.1. Amendment to be Adopted Solely by the General Partner. Except as set forth in Section 5.12(b)(v), Section 5.14(b)(v), Section 5.15(b)(v) and Section 5.16(b)(v), each Each Partner agrees that the General Partner, without the approval of any PartnerPartner or Assignee, may amend any provision of this Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect: (a) a change in the name of the Partnership, the location of the principal place of business of the Partnership, the registered agent of the Partnership or the registered office of the Partnership; (b) the admission, substitution, withdrawal or removal of Partners in accordance with this Agreement; (c) (c) a change that the General Partner determines to be necessary or appropriate to qualify or continue the qualification of the Partnership as a limited partnership or a partnership in which the Limited Partners have limited liability under the laws of any state or to ensure that the no Group Members Member will not be treated as associations an association taxable as corporations a corporation or otherwise taxed as entities an entity for federal income tax purposes; (d) (d) a change that the General Partner determines, (i) does not adversely affect in any material respect the Limited Partners considered as a whole or (including any particular class of Partnership Interests as compared to other classes of Partnership Interests) in any material respect, (ii) to be necessary or appropriate to (A) satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute (including the Delaware LP Act) or (B) facilitate the trading of limited partner interests of the Units MLP (including the division of any class or classes of Outstanding Units outstanding limited partner interests of the MLP into different classes to facilitate uniformity of tax consequences within such classes of Unitslimited partner interests of the MLP) or comply with any rule, regulation, guideline or requirement of any National Securities Exchange (as defined in the MLP Agreement) on which the Units such limited partner interests are or will be listed or admitted to for trading, , (iii) to be necessary or appropriate in connection with action taken by the General Partner pursuant to Section 5.9 or (iv) is required to effect the intent expressed in the Registration Statement or the intent of the provisions of this Agreement or is otherwise contemplated by this AgreementAgreement or (iv) is required HEP OPERATING COMPANY, L.P. FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP to conform the provisions of this Agreement with the provisions of the MLP Agreement as the provisions of the MLP Agreement may be amended, supplemented or restated from time to time; (e) a change in the fiscal year or taxable year of the Partnership and any other changes that the General Partner determines to be necessary or appropriate as a result of a change in the fiscal year or taxable year of the Partnership including, if the General Partner shall so determine, a change in the definition of "Quarter" and the dates on which distributions are to be made by the Partnership; (f) an amendment that is necessary, in the Opinion of Counsel, to prevent the Partnership, or the General Partner or its members, directors, officers, trustees or agents from in any manner being subjected to the provisions of the Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940, as amended, or "plan asset" regulations adopted under the Employee Retirement Income Security Act of 1974, as amended, regardless of whether such are substantially similar to plan asset regulations currently applied or proposed by the United States Department of Labor; (g) any amendment expressly permitted in this Agreement to be made by the General Partner acting alone; (h) an amendment effected, necessitated or contemplated by a Merger Agreement approved in accordance with Section 14.3; (i) an amendment that the General Partner determines to be necessary or appropriate to reflect and account for the formation by the Partnership of, or investment by the Partnership in, any corporation, partnership, joint venture, limited liability company or other entity, in connection with the conduct by the Partnership of activities permitted by the terms of Section 2.4; (j) a merger or conveyance pursuant to Section 14.3(d); or (k) any other amendments substantially similar to the foregoing.

Amendment of Partnership Agreement. MEETINGS; RECORD DATE Section 13.1 Amendments SECTION 14.1 Amendment to be Adopted Solely by the General Partner. Except as set forth in Section 5.12(b)(v), Section 5.14(b)(v), Section 5.15(b)(v) The Acquisition General Partner and Section 5.16(b)(v), each the Limited Partner agrees agree that the General Partner (pursuant to its powers of attorney from the Acquisition General Partner and the Limited Partner), without the approval of any the Acquisition General Partner or the Limited Partner, may amend any provision of this Agreement Agreement, and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect: (a) a change in the name of the Partnership, the location of the principal place of business of the Partnership, the registered agent of the Partnership or the registered office of the the, Partnership; (b) the admission, substitution, withdrawal or removal of Partners in accordance with this Agreement; (c) (c) a change that that, in the sole discretion of the General Partner determines to be Partner, is necessary or appropriate to qualify or continue the qualification of the Partnership as a limited partnership or a partnership in which the Limited Partners limited partners have limited liability under the laws of any state or that is necessary or advisable in the opinion of the General Partner to ensure that the Group Members Partnership will not be treated as associations an association taxable as corporations a corporation or otherwise taxed as entities an entity for federal income tax purposes; (d) (d) a change that the General Partner determines, (i) that, in the sole discretion of the General Partner, does not adversely affect the Acquisition General Partner or the Limited Partner in any material respect the Limited Partners considered as a whole or any particular class of Partnership Interests as compared to other classes of Partnership Interestsrespect, (ii) to be that is necessary or appropriate desirable to (A) satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute (including including, without limitation, the Delaware Act) or (B) facilitate ), compliance with any of which the trading General Partner determines in its sole discretion to be in the best interests of the Units (including Partnership and the division of any class or classes of Outstanding Units into different classes to facilitate uniformity of tax consequences within such classes of Units) or comply with any rule, regulation, guideline or requirement of any National Securities Exchange on which the Units are or will be listed or admitted to tradingLimited Partner, (iii) to be necessary or appropriate in connection with action taken by the General Partner pursuant to Section 5.9 or (iv) that is required to effect the intent expressed in the Registration Statement or the intent of the provisions of this Agreement or is otherwise contemplated by this AgreementAgreement or (iv) that is required to conform the provisions of this Agreement with the provisions of the MLP Agreement as the provisions of the MLP Agreement may be amended, supplemented or restated from time to time; (e) a change in the fiscal year and taxable year of the Partnership and any changes that, in the sole discretion of the General Partner, are necessary or appropriate as a result of a change in the fiscal year and taxable year of the Partnership including, without limitation, if the General Partner shall so determine, a change in the definition of "Quarter" and the dates on which distributions are to be made by the Partnership; (f) an amendment that is necessary, in the Opinion of Counsel, to prevent the Partnership or the General Partner or its directors or officers from in any manner being subjected to the provisions of the Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940, as amended, or "plan asset" regulations adopted under the Employee Retirement Income Security Act of 1974, as amended, whether or not substantially similar to plan asset regulations currently applied or proposed by the United States Department of Labor; (g) any amendment expressly permitted in this Agreement to be made by the General Partner acting alone; (h) an amendment effected, necessitated or contemplated by a Merger Agreement approved in accordance with Section 15.3; (i) an amendment that, in the sole discretion of the General Partner, is necessary or desirable to reflect, account for and deal with appropriately the formation by the Partnership of, or investment by the Partnership in, any corporation, partnership, joint venture, limited liability company or other entity, in connection with the conduct by the Partnership of activities permitted by the terms of Section 3.1; or (j) any other amendments substantially similar to the foregoing.

Amendment of Partnership Agreement. MEETINGS; MEETINGS; RECORD DATE Section 13.1 Amendments to be Adopted Solely by the General Partner. Except as set forth in Section 5.12(b)(v), Section 5.14(b)(v), Section 5.15(b)(v) and Section 5.16(b)(v), each Each Partner agrees that the General Partner, without the approval of any other Partner, may amend any provision of this Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect: (a) a change in the name of the Partnership, the location of the principal place of business office of the Partnership, the registered agent of the Partnership or the registered office of the Partnership;Partnership; (b) the admission, substitution, withdrawal or removal of Partners in accordance with this Agreement;Agreement; (c) (c) a change that the General Partner determines to be necessary or appropriate to qualify or continue the qualification of the Partnership as a limited partnership or a partnership in which the Limited Partners have limited liability under the laws of any state or to ensure that the Group Members will shall not be treated as associations taxable as corporations or otherwise taxed as entities for U.S. federal income tax purposes;purposes; (d) (d) a change that the General Partner determines, determines (i) does not adversely affect in any material respect the Limited Partners considered as a whole or any particular class of Partnership Interests as compared to other classes of Partnership InterestsInterests in any material respect; provided that for purposes of determining whether an amendment satisfies the requirements of this Section 13.1(d)(i), the General Partner may in its sole discretion disregard any adverse effect on any class or classes of Partnership Interests the holders of which have approved such amendment pursuant to Section 13.3(c), (ii) to be necessary or appropriate to (A) satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute (including the Delaware Act) or (B) facilitate the trading of the Units (including the division of any class or classes of Outstanding Units into different classes to facilitate uniformity of tax consequences within such classes of Units) or comply with any rule, regulation, guideline or requirement of any National Securities Exchange on which the Units are or will shall be listed or admitted to trading, (iii) to be necessary or appropriate in connection with action taken by the General Partner pursuant to Section 5.9 or (iv) is required to effect the intent expressed in the Registration Statement or the intent of the provisions of this Agreement or is otherwise contemplated by this Agreement;Agreement; (e) a change in the fiscal year or taxable period of the Partnership and any other changes that the General Partner determines to be necessary or appropriate as a result of a change in the fiscal year or taxable period of the Partnership including, if the General Partner shall so determine, a change in the definition of “Quarter” and the dates on which distributions are to be made by the Partnership; (f) an amendment that is necessary, in the Opinion of Counsel, to prevent the Partnership, or the General Partner or its directors, officers, trustees or agents from in any manner being subjected to the provisions of the Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940, as amended, or “plan asset” regulations adopted under the Employee Retirement Income Security Act of 1974, as amended, regardless of whether such are substantially similar to plan asset regulations currently applied or proposed by the United States Department of Labor; (g) an amendment that the General Partner determines to be necessary or appropriate in connection with the authorization or issuance of any class or series of Partnership Interests or Derivative Partnership Interests pursuant to Section 5.7; (h) any amendment expressly permitted in this Agreement to be made by the General Partner acting alone; (i) an amendment effected, necessitated or contemplated by a Merger Agreement or Plan of Conversion approved in accordance with Section 14.3; (j) an amendment that the General Partner determines to be necessary or appropriate to reflect and account for the formation by the Partnership of, or investment by the Partnership in, any corporation, partnership, joint venture, limited liability company or other entity, in connection with the conduct by the Partnership of activities permitted by the terms of Section 2.4 or Section 7.1(a); (k) an amendment to Section 10.1 providing that any transferee of a Limited Partner Interest (including any nominee holder or an agent or representative acquiring such Limited Partner Interest for the account of another Person) shall be deemed to certify that the transferee is not an Ineligible Holder; (l) a merger, conveyance or conversion pursuant to Section 14.3(c) or Section 14(d); or (m) any other amendments substantially similar to the foregoing.

Amendment of Partnership Agreement. MEETINGS; RECORD DATE Section 13.1 Amendments 14.1 Amendment to be Adopted Solely by the General Partner. Except as set forth in Section 5.12(b)(v), Section 5.14(b)(v), Section 5.15(b)(v) The Acquisition General Partner and Section 5.16(b)(v), each the Limited Partner agrees agree that the General Partner (pursuant to its powers of attorney from the Acquisition General Partner and the Limited Partner), without the approval of any the Acquisition General Partner or the Limited Partner, may amend any provision of this Agreement Agreement, and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect: (a) a change in the name of the Partnership, the location of the principal place of business of the Partnership, the registered agent of the Partnership or the registered office of the the, Partnership; (b) the admission, substitution, withdrawal or removal of Partners in accordance with this Agreement; (c) (c) a change that that, in the sole discretion of the General Partner determines to be Partner, is necessary or appropriate to qualify or continue the qualification of the Partnership as a limited partnership or a partnership in which the Limited Partners limited partners have limited liability under the laws of any state or that is necessary or advisable in the opinion of the General Partner to ensure that the Group Members Partnership will not be treated as associations an association taxable as corporations a corporation or otherwise taxed as entities an entity for federal income tax purposes; (d) (d) a change that the General Partner determines, (i) that, in the sole discretion of the General Partner, does not adversely affect the Acquisition General Partner or the Limited Partner in any material respect the Limited Partners considered as a whole or any particular class of Partnership Interests as compared to other classes of Partnership Interestsrespect, (ii) to be that is necessary or appropriate desirable to (A) satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute (including including, without limitation, the Delaware Act) or (B) facilitate ), compliance with any of which the trading General Partner determines in its sole discretion to be in the best interests of the Units (including Partnership and the division of any class or classes of Outstanding Units into different classes to facilitate uniformity of tax consequences within such classes of Units) or comply with any rule, regulation, guideline or requirement of any National Securities Exchange on which the Units are or will be listed or admitted to tradingLimited Partner, (iii) to be necessary or appropriate in connection with action taken by the General Partner pursuant to Section 5.9 or (iv) that is required to effect the intent expressed in the Registration Statement or the intent of the provisions of this Agreement or is otherwise contemplated by this AgreementAgreement or (iv) that is required to conform the provisions of this Agreement with the provisions of the MLP Agreement as the provisions of the MLP Agreement may be amended, supplemented or restated from time to time; (e) a change in the fiscal year and taxable year of the Partnership and any changes that, in the sole discretion of the General Partner, are necessary or appropriate as a result of a change in the fiscal year and taxable year of the Partnership including, without limitation, if the General Partner shall so determine, a change in the definition of "Quarter" and the dates on which distributions are to be made by the Partnership; (f) an amendment that is necessary, in the Opinion of Counsel, to prevent the Partnership or the General Partner or its directors or officers from in any manner being subjected to the provisions of the Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940, as amended, or "plan asset" regulations adopted under the Employee Retirement Income Security Act of 1974, as amended, whether or not substantially similar to plan asset regulations currently applied or proposed by the United States Department of Labor; (g) any amendment expressly permitted in this Agreement to be made by the General Partner acting alone; (h) an amendment effected, necessitated or contemplated by a Merger Agreement approved in accordance with Section 15.3; (i) an amendment that, in the sole discretion of the General Partner, is necessary or desirable to reflect, account for and deal with appropriately the formation by the Partnership of, or investment by the Partnership in, any corporation, partnership, joint venture, limited liability company or other entity, in connection with the conduct by the Partnership of activities permitted by the terms of Section 3.1; or (j) any other amendments substantially similar to the foregoing.

Amendment of Partnership Agreement. MEETINGS; RECORD DATE Section 13.1 15.1 Amendments to Which May be Adopted Solely by the General Partner. Except as set forth in Section 5.12(b)(v), Section 5.14(b)(v), Section 5.15(b)(v) and Section 5.16(b)(v), each Partner agrees that the General Partner, without the approval of any Partner, may amend any provision of this Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect: (a) a change in the name of the Partnership, in the location of the principal place of business of the Partnership, the registered agent of the Partnership or in the registered office or registered agent of the Partnership; (b) the admission, substitution, withdrawal or removal of Partners in accordance with this Agreement; (c) (c) a change that the General Partner determines deems appropriate or necessary to be necessary or appropriate to qualify (i) qualify, or continue the qualification of of, the Partnership as a limited partnership (or a partnership in which the Limited Partners have limited liability liability) under the laws of any state or to jurisdiction or (ii) ensure that neither the Group Members Partnership nor any of the Operating Partnerships will not be treated as associations an association taxable as corporations or otherwise taxed as entities a corporation for federal income tax purposes; (dc) a change to divide outstanding Units into a greater number of Units, to combine outstanding Units into a smaller number of Units or to reclassify Units in a manner that in the good faith opinion of the General Partner, does not adversely affect any class of Limited Partners in any material respect; (d) a change that the General Partner determines, deems appropriate or necessary to (i) does not adversely affect in any material respect the Limited Partners considered as a whole or any particular class of Partnership Interests as compared to other classes of Partnership Interests, (ii) to be necessary or appropriate to (A) satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling rule or regulation of any federal or state agency or judicial authority or contained in any federal or state statute (including the Delaware Act) or (Bii) facilitate the trading of the any Units (including the division of any class or classes of Outstanding Units into different classes to facilitate uniformity of tax consequences within such classes of Units) or comply with any rule, regulation, requirement, condition or guideline or requirement of any National Securities Exchange on which the any Units are or will be listed or admitted to trading; (e) a change that is appropriate or necessary, as stated in an Opinion of Counsel, to prevent the Group Members and their respective directors and officers from in any manner being subjected to the provisions of the Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940, as amended, or “plan asset” regulations adopted under the Employee Retirement Income Security Act of 1974, as amended, whether or not substantially similar to plan asset regulations currently applied or proposed by the United States Department of Labor; (iiif) to be necessary a change that is required or appropriate contemplated by any provision of this Agreement, including, without limitation, Sections 4.3, 12.3 and 12.5; (g) a change that in connection with action taken by the good faith opinion of the General Partner pursuant does not adversely affect the Limited Partners in any material respect; or (h) any changes or events similar to Section 5.9 or (iv) is required to effect the intent expressed in the Registration Statement or the intent of the provisions of this Agreement or is otherwise contemplated by this Agreement;foregoing.

Amendment of Partnership Agreement. MEETINGS; RECORD DATE Section 13.1 Amendments to This Agreement may be Adopted Solely amended with the consent of the General Partner and with the consent of the Limited Partners owning at least sixty-seven percent (67%) of the Partnership Interests owned by all Limited Partners (other than Partnership Interest owned by the General Partner and/or any of its Affiliates, if any of them also is a Limited Partner. Except as ), provided, however, that no amendment which has not been consented to by all the Limited Partners shall: commit any Limited Partner to make additional contributions to the capital of the Partnership in addition to the Capital Contributions required herein; subject any Limited Partner to personal liability; or alter the rights of the Limited Partners with respect to the allocations and distributions set forth in Section 5.12(b)(v)this Agreement. In addition, Section 5.14(b)(v), Section 5.15(b)(v) and Section 5.16(b)(v), each Partner agrees that amendments may be made to this Agreement from time to time by the General Partner, without the approval consent of any of the Limited Partners: (1) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or to add any other provisions with respect to matters or questions arising under this Agreement which will not be inconsistent with the existing provisions of this Agreement; (2) to add to the representations, duties or obligations of the General Partner or surrender any right or power granted to the General Partner herein; or (3) to delete from or add to any provision hereof required to be so deleted or added by a state "Blue Sky" commission, which addition or deletion is deemed by such commission to be for the benefit or protection of the Limited Partners; provided, however, that no amendment shall be adopted pursuant to this Section unless the adoption thereof: (i) is for the benefit of or not adverse to the interests of the Limited Partners; (ii) does not affect the distributions and allocations among the Limited Partners or between the Limited Partners as a class and the General Partner; and (iii) does not affect the limited liability of the Limited Partners or the status of the Partnership as a partnership for Federal income tax purposes. Limitation of Responsibility and Liability. No Partner, may amend or any of its Affiliates, shareholders, directors, officers, employees, or agents, will be liable or responsible for the debts or obligations of any of the other Partners or the Partnership. Singular and Plural/Gender. Wherever from the context of this Agreement it appears appropriate, each term stated in either the singular or the plural shall include the singular or the plural, and pronouns stated in either the masculine, feminine or neuter gender shall include the masculine, feminine and neuter. Severability. Invalidation or a holding of unenforceability of any provision of this Agreement shall in no way affect any other provision hereof, which other provisions shall remain in full force and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect: (a) a change in the name of the Partnership, the location of the principal place of business of the Partnership, the registered agent of the Partnership or the registered office of the Partnership; (b) the admission, substitution, withdrawal or removal of Partners in accordance with this Agreement; (c) (c) a change that the General Partner determines to be necessary or appropriate to qualify or continue the qualification of the Partnership as a limited partnership or a partnership in which the Limited Partners have limited liability under the laws of any state or to ensure that the Group Members will not be treated as associations taxable as corporations or otherwise taxed as entities for federal income tax purposes; (d) (d) a change that the General Partner determines, (i) does not adversely affect in any material respect the Limited Partners considered as a whole or any particular class of Partnership Interests as compared to other classes of Partnership Interests, (ii) to be necessary or appropriate to (A) satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute (including the Delaware Act) or (B) facilitate the trading of the Units (including the division of any class or classes of Outstanding Units into different classes to facilitate uniformity of tax consequences within such classes of Units) or comply with any rule, regulation, guideline or requirement of any National Securities Exchange on which the Units are or will be listed or admitted to trading, (iii) to be necessary or appropriate in connection with action taken by the General Partner pursuant to Section 5.9 or (iv) is required to effect the intent expressed in the Registration Statement or the intent of the provisions of this Agreement or is otherwise contemplated by this Agreement;effect. 102

Amendment of Partnership Agreement. MEETINGS; RECORD DATE Section 13.1 Amendments Amendment to be Adopted Solely by the General Partner. Except as set forth in Section 5.12(b)(v), Section 5.14(b)(v), Section 5.15(b)(v) and Section 5.16(b)(v), each Each Partner agrees that the General Partner, without the approval of any PartnerPartner or Assignee, may amend any provision of this Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect: (a) a change in the name of the Partnership, the location of the principal place of business of the Partnership, the registered agent of the Partnership or the registered office of the Partnership; (b) the admission, substitution, withdrawal or removal of Partners in accordance with this Agreement; (c) (c) a change that that, in the sole discretion of the General Partner determines to be Partner, is necessary or appropriate advisable to qualify or continue the qualification of the Partnership as a limited partnership or a partnership in which the Limited Partners have limited liability under the laws of any state or to ensure that the no Group Members Member will not be treated as associations an association taxable as corporations a corporation or otherwise taxed as entities an entity for federal income tax purposes; (d) (d) a change that that, in the discretion of the General Partner determinesPartner, (i) does not adversely affect the Limited Partners in any material respect the Limited Partners considered as a whole or any particular class of Partnership Interests as compared to other classes of Partnership Interestsrespect, (ii) to be is necessary or appropriate advisable to (A) satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute (including the Delaware Texas Act) or (B) facilitate the trading of limited partner interests of the Units MLP (including the division of any class or classes of Outstanding Units outstanding limited partner interests of the MLP into different classes to facilitate uniformity of tax consequences within such classes of Unitslimited partner interests of the MLP) or comply with any rule, regulation, guideline or requirement of any National Securities Exchange on which the Units such limited partner interests are or will be listed or admitted for trading, compliance with any of which the General Partner determines in its discretion to tradingbe in the best interests of the MLP and the limited partners of the MLP, (iii) to be necessary or appropriate in connection with action taken by the General Partner pursuant to Section 5.9 or (iv) is required to effect the intent expressed in the Registration Statement or the intent of the provisions of this Agreement or is otherwise contemplated by this AgreementAgreement or (iv) is required to conform the provisions of this Agreement with the provisions of the MLP Agreement as the provisions of the MLP Agreement may be amended, supplemented or restated from time to time; (e) a change in the fiscal year or taxable year of the Partnership and any changes that, in the discretion of the General Partner, are necessary or advisable as a result of a change in the fiscal year or taxable year of the Partnership including, if the General Partner shall so determine, a change in the definition of "Quarter" and the dates on which distributions are to be made by the Partnership; (f) an amendment that is necessary, in the Opinion of Counsel, to prevent the Partnership, or the General Partner or its directors, officers, trustees or agents from in any manner being subjected to the provisions of the Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940, as amended, or "plan asset" regulations adopted under the Employee Retirement Income Security Act of 1974, as amended, regardless of whether such are substantially similar to plan asset regulations currently applied or proposed by the United States Department of Labor; (g) any amendment expressly permitted in this Agreement to be made by the General Partner acting alone; (h) an amendment effected, necessitated or contemplated by a Merger Agreement approved in accordance with Section 14.3; (i) an amendment that, in the discretion of the General Partner, is necessary or advisable to reflect, account for and deal with appropriately the formation by the Partnership of, or investment by the Partnership in, any corporation, partnership, joint venture, limited liability company or other entity, in connection with the conduct by the Partnership of activities permitted by the terms of Section 2.4; (j) a merger or conveyance pursuant to Section 14.3(d); or (k) any other amendments substantially similar to the foregoing.

Amendment of Partnership Agreement. MEETINGS; RECORD DATE Section 13.1 Amendments Amendment to be Adopted Solely by the General Partner. Except as set forth in Section 5.12(b)(v), Section 5.14(b)(v), Section 5.15(b)(v) and Section 5.16(b)(v), each Each Partner agrees that the General Partner, without the approval of any PartnerPartner or Assignee, may amend any provision of this Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect: (a) a change in the name of the Partnership, the location of the principal place of business of the Partnership, the registered agent of the Partnership or the registered office of the Partnership; (b) the admission, substitution, withdrawal or removal of Partners in accordance with this Agreement; (c) (c) a change that that, in the sole discretion of the General Partner determines to be Partner, is necessary or appropriate advisable to qualify or continue the qualification of the Partnership as a limited partnership or a partnership in which the Limited Partners have limited liability under the laws of any state or to ensure that the no Group Members Member will not be treated as associations an association taxable as corporations a corporation or otherwise taxed as entities an entity for federal income tax purposes; (d) (d) a change that that, in the discretion of the General Partner determinesPartner, (i) does not adversely affect the Limited Partners in any material respect the Limited Partners considered as a whole or any particular class of Partnership Interests as compared to other classes of Partnership Interestsrespect, (ii) to be is necessary or appropriate advisable to (A) satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute (including the Delaware Texas Act) or (B) facilitate the trading of limited partner interests of the Units MLP (including the division of any class or classes of Outstanding Units outstanding limited partner interests of the MLP into different classes to facilitate uniformity of tax consequences within such classes of Unitslimited partner interests of the MLP) or comply with any rule, regulation, guideline or requirement of any National Securities Exchange on which the Units such limited partner interests are or will be listed or admitted for trading, compliance with any of which the General Partner determines in its discretion to tradingbe in the best interests of the MLP and the limited partners of the MLP, (iii) to be necessary or appropriate in connection with action taken by the General Partner pursuant to Section 5.9 or (iv) is required to effect the intent expressed in the Registration Statement or the intent of the provisions of this Agreement or is otherwise contemplated by this AgreementAgreement or (iv) is required to conform the provisions of this Agreement with the provisions of the MLP Agreement as the provisions of the MLP Agreement may be amended, supplemented or restated from time to time; (e) a change in the fiscal year or taxable year of the Partnership and any changes that, in the discretion of the General Partner, are necessary or advisable as a result of a change in the fiscal year or taxable year of the Partnership including, if the General Partner shall so determine, a change in the definition of "Quarter" and the dates on which distributions are to be made by the Partnership; (f) an amendment that is necessary, in the Opinion of Counsel, to prevent the Partnership, or the General Partner or its directors, officers, trustees or agents from in any manner All American Pipeline, L.P. being subjected to the provisions of the Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940, as amended, or "plan asset" regulations adopted under the Employee Retirement Income Security Act of 1974, as amended, regardless of whether such are substantially similar to plan asset regulations currently applied or proposed by the United States Department of Labor; (g) any amendment expressly permitted in this Agreement to be made by the General Partner acting alone; (h) an amendment effected, necessitated or contemplated by a Merger Agreement approved in accordance with Section 14.3; (i) an amendment that, in the discretion of the General Partner, is necessary or advisable to reflect, account for and deal with appropriately the formation by the Partnership of, or investment by the Partnership in, any corporation, partnership, joint venture, limited liability company or other entity, in connection with the conduct by the Partnership of activities permitted by the terms of Section 2.4; (j) a merger or conveyance pursuant to Section 14.3(d); or (k) any other amendments substantially similar to the foregoing.

Amendment of Partnership Agreement. MEETINGS; RECORD DATE Section 13.1 Amendments 15.1 Amendment to be Adopted Solely by the General Partner. Except as set forth in Section 5.12(b)(v), Section 5.14(b)(v), Section 5.15(b)(v) and Section 5.16(b)(v), each Each Limited Partner agrees that the General PartnerPartner (pursuant to its powers of attorney from the Limited Partners and Assignees), without the approval of any PartnerLimited Partner or Assignee, may amend any provision of this Agreement Agreement, and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect: (a) a change in the name of the Partnership, the location of the principal place of business of the Partnership, the registered agent of the Partnership or the registered office of the Partnership; (b) the admission, substitution, withdrawal or removal of Partners in accordance with this Agreement; (c) (c) a change that that, in the sole discretion of the General Partner determines to be Partner, is reasonable and necessary or appropriate to qualify or continue the qualification of the Partnership as a limited partnership or a partnership in which the Limited Partners limited partners have limited liability under the laws of any state or that is necessary or advisable in the opinion of the General Partner to ensure that the Group Members Partnership will not be taxable as a corporation or treated as associations an association taxable as corporations or otherwise taxed as entities a corporation for federal income tax purposes; (d) (d) a change that the General Partner determines, (i) that, in the sole discretion of the General Partner, does not adversely affect the Limited Partners in any material respect the Limited Partners considered as a whole or any particular class of Partnership Interests as compared to other classes of Partnership Interestsrespect, (ii) to be that is necessary or appropriate desirable to (A) satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute (including including, without limitation, the Delaware Act) or (B) that is necessary or desirable to facilitate the trading of the Depositary Units (including including, without limitation, the division of any class or classes of Outstanding outstanding Units into different classes in order to facilitate uniformity of tax consequences within such classes of Units) or comply with any rule, regulation, guideline or requirement of any National Securities Exchange on which the Depositary Units are or will be listed or admitted to for trading, compliance with any of which the General Partner determines in its sole discretion to be in the best interests of the Partnership and the Limited Partners or (iii) to be necessary or appropriate in connection with action taken by the General Partner pursuant to Section 5.9 or (iv) that is required to effect the intent expressed in the Registration Statement or the intent of the provisions of this Agreement or is otherwise contemplated by this Agreement; (e) an amendment that is necessary, in the Opinion of Counsel, to prevent the Partnership or the General Partner or its directors or officers from in any manner being subjected to the provisions of the Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940, as amended, or "plan asset" regulations adopted under the Employee Retirement Income Security Act of 1974, as amended, whether or not substantially similar to plan asset regulations currently applied or proposed by the United States Department of Labor; (f) subject to the terms of Section 4.4 hereof, an amendment that the General Partner determines in its sole discretion to be necessary or desirable in connection with the authorization for issuance of any class or series of Units pursuant to Section 4.4 hereof; (g) any amendment expressly permitted in this Agreement to be made by the General Partner acting alone; (h) any amendment made after the Support Period, the effect of which is to separate into a security separate and apart from the Units, the rights of holders of the Units to receive any Cumulative Base Deficiency in respect of the Support Period; (i) an amendment effected, necessitated or contemplated by a Merger Agreement approved in accordance with Section 16.3 hereof; or (j) any other amendments similar to the foregoing.

Amendment of Partnership Agreement. MEETINGS; RECORD DATE Section 13.1 15.1. Amendments to Which May be Adopted Solely by the Managing General Partner. Except as set forth in Subject to Section 5.12(b)(v), Section 5.14(b)(v), Section 5.15(b)(v) 15.2 and Section 5.16(b)(v)15.3, each the Managing General Partner agrees that the General Partner, without the approval of any Partner, may amend any provision of this Agreement without the approval of any other General Partner or any Limited Partner, and may execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect: (a) a change in the name of the Partnership, in the location of the principal place of business of the Partnership, the registered agent of the Partnership or in the registered office or registered agent of the Partnership; (b) the admission, substitution, withdrawal or removal of Partners in accordance with this Agreement; (c) (c) a change that the Managing General Partner determines deems appropriate or necessary to be necessary or appropriate to qualify (i) qualify, or continue the qualification of of, the Partnership as a limited partnership (or a partnership in which the Limited Partners have limited liability liability) under the laws of any state or to jurisdiction or (ii) ensure that neither the Group Members Partnership nor any Operating Partnerships will not be treated as associations an association taxable as corporations or otherwise taxed as entities a corporation for federal income tax purposes; (dc) a change in the provisions of Article X which the Managing General Partner in its sole discretion considers necessary or desirable to prevent a risk that the Partnership will be classified as a publicly traded partnership pursuant to Section 7704 of the Code or will be obligated to register a class of its securities under the Exchange Act; (d) a change that to divide outstanding Units into a greater number of Units, to combine outstanding Units into a smaller number of Units, or to reclassify Units in a manner that, in the good faith opinion of the Managing General Partner determinesPartner, (i) does not adversely affect any General Partner or any class of Limited Partners in any material respect respect; (e) a change that the Limited Partners considered as a whole Managing General Partner in its sole discretion deems appropriate or any particular class of Partnership Interests as compared necessary to other classes of Partnership Interests, (ii) to be necessary or appropriate to (A) satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling rule or regulation of any federal or state agency or judicial authority or contained in any federal or state statute statute; (including f) a change that is appropriate or necessary, as stated in an Opinion of Counsel, to prevent the Delaware Act) or (B) facilitate the trading of the Units (including the division of Partnership, any class or classes of Outstanding Units into different classes Operating Partnership, any General Partner, their Affiliates and their respective directors and officers from in any manner being subjected to facilitate uniformity of tax consequences within such classes of Units) or comply with any rule, regulation, guideline or requirement of any National Securities Exchange on which the Units are or will be listed or admitted to trading, (iii) to be necessary or appropriate in connection with action taken by the General Partner pursuant to Section 5.9 or (iv) is required to effect the intent expressed in the Registration Statement or the intent of the provisions of this Agreement the Investment Company Act of 1940, the Investment Advisers Act of 1940, or "plan asset" regulations adopted under the Employee Retirement Income Security Act of 1974, as amended, whether or not substantially similar to plan asset regulations currently applied or proposed by the United States Department of Labor; (g) a change that is otherwise required or contemplated by any provision of this Agreement, including, without limitation, Sections 4.3, 12.3 and 12.4; (h) a change allowing for the operation of any and all of the activities of the Partnership through one or more Operating Partnerships; (i) a change that in the good faith opinion of the Managing General Partner does not adversely affect any other General Partner or the Limited Partners in any material respect; or (j) any changes or events similar to the foregoing.

Amendment of Partnership Agreement. MEETINGS; RECORD DATE Section 13.1 Amendments to (a) This Agreement may be Adopted Solely amended with the consent of the General Partner and with the consent of the Limited Partners owning at least sixty-seven percent (67%) of the Partnership Interests owned by all Limited Partners (other than Partnership Interest owned by the General Partner and/or any of its Affiliates, if any of them also is a Limited Partner. Except as ), provided, however, that no amendment which has not been consented to by all the Limited Partners shall: commit any Limited Partner to make additional contributions to the capital of the Partnership in addition to the Capital Contributions required herein; subject any Limited Partner to personal liability; or alter the rights of the Limited Partners with respect to the allocations and distributions set forth in Section 5.12(b)(v)this Agreement. 118 (b) In addition, Section 5.14(b)(v), Section 5.15(b)(v) and Section 5.16(b)(v), each Partner agrees that amendments may be made to this Agreement from time to time by the General Partner, without the approval consent of any Partnerof the Limited Partners: (1) to cure any ambiguity, may amend to correct or supplement any provision herein which may be inconsistent with any other provision herein or to add any other provisions with respect to matters or questions arising under this Agreement which will not be inconsistent with the existing provisions of this Agreement and executeAgreement; (2) to add to the representations, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect: (a) a change in the name duties or obligations of the Partnership, the location of the principal place of business of the Partnership, the registered agent of the Partnership or the registered office of the Partnership; (b) the admission, substitution, withdrawal or removal of Partners in accordance with this Agreement; (c) (c) a change that the General Partner determines or surrender any right or power granted to the General Partner herein; or (3) to delete from or add to any provision hereof required to be necessary so deleted or appropriate added by a state "Blue Sky" commission, which addition or deletion is deemed by such commission to qualify be for the benefit or continue protection of the qualification Limited Partners; provided, however, that no amendment shall be adopted pursuant to this Section unless the adoption thereof: (i) is for the benefit of or not adverse to the interests of the Limited Partners; (ii) does not affect the distributions and allocations among the Limited Partners or between the Limited Partners as a class and the General Partner; and (iii) does not affect the limited liability of the Limited Partners or the status of the Partnership as a limited partnership or a partnership in which the Limited Partners have limited liability under the laws of any state or to ensure that the Group Members will not be treated as associations taxable as corporations or otherwise taxed as entities for federal Federal income tax purposes; (d) (d) a change that the General Partner determines, (i) does not adversely affect in any material respect the Limited Partners considered as a whole or any particular class of Partnership Interests as compared to other classes of Partnership Interests, (ii) to be necessary or appropriate to (A) satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute (including the Delaware Act) or (B) facilitate the trading of the Units (including the division of any class or classes of Outstanding Units into different classes to facilitate uniformity of tax consequences within such classes of Units) or comply with any rule, regulation, guideline or requirement of any National Securities Exchange on which the Units are or will be listed or admitted to trading, (iii) to be necessary or appropriate in connection with action taken by the General Partner pursuant to Section 5.9 or (iv) is required to effect the intent expressed in the Registration Statement or the intent of the provisions of this Agreement or is otherwise contemplated by this Agreement;.

Amendment of Partnership Agreement. MEETINGS; RECORD DATE Section 13.1 Amendments to be Adopted Solely by the General Partner14.1 AMENDMENT TO BE ADOPTED SOLELY BY PARTNERSHIP POLICY COMMITTEE. Except as set forth in Section 5.12(b)(v), Section 5.14(b)(v), Section 5.15(b)(v) and Section 5.16(b)(v), each Each Limited Partner agrees that the General PartnerPartnership Policy Committee (pursuant to its powers of attorney from the Limited Partners), without the approval of any Limited Partner, may amend any provision of this Agreement Agreement, and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect: (a) a change in the name of the Partnership, the location of the principal place of business of the Partnership, the registered agent of the Partnership or the registered office of the Partnership; (b) the admission, substitution, withdrawal or removal of Partners in accordance with this Agreement; (c) (c) a change that that, in the General Partner determines to be sole discretion of the Partnership Policy Committee, is reasonable and necessary or appropriate to qualify or continue the qualification of the Partnership as a limited partnership or a partnership in which the Limited Partners limited partners have limited liability under the laws of any state or that is necessary or advisable in the opinion of the Partnership Policy Committee to ensure that neither the Group Members Partnership nor Northern Border Pipeline will not be treated as associations an association taxable as corporations a corporation or otherwise taxed as entities an entity for federal income tax purposes; (d) (d) a change that the General Partner determines, (i) that, in the sole discretion of the Partnership Policy Committee, does not adversely affect the Limited Partners in any material respect the Limited Partners considered as a whole or any particular class of Partnership Interests as compared to other classes of Partnership Interestsrespect, (ii) to be that is necessary or appropriate desirable to (A) satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute (including including, without limitation, the Delaware Act) or (B) facilitate ), compliance with any of which the trading Partnership Policy Committee determines in its sole discretion to be in the best interests of the Units (including Partnership and the division of any class Limited Partners or classes of Outstanding Units into different classes to facilitate uniformity of tax consequences within such classes of Units) or comply with any rule, regulation, guideline or requirement of any National Securities Exchange on which the Units are or will be listed or admitted to trading, (iii) to be necessary or appropriate in connection with action taken by the General Partner pursuant to Section 5.9 or (iv) that is required to effect the intent expressed in the Registration Statement or the intent of the provisions of this Agreement or is otherwise contemplated by this Agreement; (e) an amendment that is necessary, in the Opinion of Counsel, to prevent the Partnership or the General Partners or their directors or officers from in any manner being subjected to the provisions of the Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940, as amended, or "plan asset" regulations adopted under the Employee Retirement Income Security Act of 1974, as amended, whether or not substantially similar to plan asset regulations currently applied or proposed by the United States Department of Labor; (f) any amendment expressly permitted in this Agreement to be made by the Partnership Policy Committee acting alone; (g) an amendment effected, necessitated or contemplated by a Merger Agreement approved in accordance with Section 15.3; or (h) any other amendments substantially similar to the foregoing.

Amendment of Partnership Agreement. MEETINGS; RECORD DATE Section 13.1 15.1 Amendments to be Adopted Solely by the General Partner. Except as set forth in Section 5.12(b)(v), Section 5.14(b)(v), Section 5.15(b)(v) and Section 5.16(b)(v), each Each Limited Partner agrees that the General PartnerPartner (pursuant to its powers of attorney from the Limited Partners and Assignees), without the approval of any PartnerLimited Partner or Assignee, may amend any provision of this Agreement Agreement, and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect: (a) a change in the name of the Partnership, the location of the principal place of business of the Partnership, the registered agent of the Partnership or the registered office of the Partnership; (b) the admission, substitution, withdrawal or removal of Partners in accordance with this Agreement; (c) (c) a change that that, in the sole discretion of the General Partner determines to be Partner, is reasonable and necessary or appropriate to qualify or continue the qualification of the Partnership as a limited partnership or a partnership in which the Limited Partners limited partners have limited liability under the laws of any state or that is necessary or advisable in the opinion of the General Partner to ensure that the Group Members Partnership will not be treated as associations taxable as corporations a corporation or otherwise taxed as entities an entity for federal income tax purposes; (d) (d) a change that the General Partner determines, (i) that, in the sole discretion of the General Partner, does not adversely affect the Limited Partners in any material respect the Limited Partners considered as a whole or any particular class of Partnership Interests as compared to other classes of Partnership Interestsrespect, (ii) to be that is necessary or appropriate to (A) satisfy any requirements, conditions conditions, guidelines or guidelines interpretations contained in any opinion, interpretative release, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state agency or judicial authority or contained in any federal or state statute (including including, without limitation, the Delaware Act) or (B) that is necessary or appropriate to facilitate the trading of the Partnership Units (including including, without limitation, the division of any class or classes of Outstanding Partnership Units into different classes to facilitate uniformity of tax consequences within such classes of Partnership Units) or comply compliance with any rule, regulation, guideline or requirement of any National Securities Exchange on which the Units are General Partner determines in its sole discretion to be in the best interests of the Partnership and the Limited Partners or will be listed or admitted to trading, (iii) to be necessary or appropriate in connection with action taken by the General Partner pursuant to Section 5.9 or (iv) that is required to effect the intent expressed in the Registration Statement or the intent of the provisions of this Agreement or is otherwise contemplated by this Agreement; (e) an amendment that is necessary, in the Opinion of Counsel, to prevent the Partnership or the General Partner or its directors or officers from in any manner being subjected to the provisions of the Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940, as amended, or "plan asset" regulations adopted under the Employee Retirement Income Security Act of 1974, as amended, whether or not substantially similar to plan asset regulations currently applied or proposed by the United States Department of Labor; (f) subject to the terms of Section 4.4, an amendment that the General Partner determines in its sole discretion to be necessary or appropriate in connection with the authorization for issuance of any class or series of Partnership Units pursuant to Section 4.4; (g) any amendment expressly permitted in this Agreement to be made by the General Partner acting alone; (h) an amendment effected, necessitated or contemplated by a Merger Agreement approved in accordance with Section 16.3; or (i) any other amendments substantially similar to the foregoing.

Amendment of Partnership Agreement. MEETINGS; RECORD DATE Section 13.1 Amendments to This Agreement may be Adopted Solely amended with the consent of the General Partner and with the consent of the Limited Partners owning at least sixty-seven (67%) of the Partnership Interests owned by all Limited Partners (other than Partnership Interest owned by the General Partner and/or any of its Affiliates, if any of them also is a Limited Partner. Except as ), provided, however, that no amendment which has not been consented to by all the Limited Partners shall: commit any Limited Partner to make additional contributions to the capital of the Partnership in addition to the Capital Contributions required herein; subject any Limited Partner to personal liability; or alter the rights of the Limited Partners with respect to the allocations and distributions set forth in Section 5.12(b)(v)this Agreement. In addition, Section 5.14(b)(v), Section 5.15(b)(v) and Section 5.16(b)(v), each Partner agrees that amendments may be made to this Agreement from time to time by the General Partner, without the approval consent of any of the Limited Partners: (1) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or to add any other provisions with respect to matters or questions arising under this Agreement which will not be inconsistent with the existing provisions of this Agreement; (2) to add to the representations, duties or obligations of the General Partner or surrender any right or power granted to the General Partner herein; or (3) to delete from or add to any provision hereof required to be so deleted or added by a state "Blue Sky" commission, which addition or deletion is deemed by such commission to be for the benefit or protection of the Limited Partners; provided, however, that no amendment shall be adopted pursuant to this Section unless the adoption thereof: (i) is for the benefit 84 of or not adverse to the interests of the Limited Partners; (ii) does not affect the distributions and allocations among the Limited Partners or between the Limited Partners as a class and the General Partner; and (iii) does not affect the limited liability of the Limited Partners or the status of the Partnership as a partnership for Federal income tax purposes. Limitation of Responsibility and Liability. No Partner, may amend or any of its Affiliates, shareholders, directors, officers, employees, or agents, will be liable or responsible for the debts or obligations of any of the other Partners or the Partnership. Singular and Plural/Gender. Wherever from the context of this Agreement it appears appropriate, each term stated in either the singular or the plural shall include the singular or the plural, and pronouns stated in either the masculine, feminine or neuter gender shall include the masculine, feminine and neuter. Severability. Invalidation or a holding of unenforceability of any provision of this Agreement shall in no way affect any other provision hereof, which other provisions shall remain in full force and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect: (a) a change in the name of the Partnership, the location of the principal place of business of the Partnership, the registered agent of the Partnership or the registered office of the Partnership; (b) the admission, substitution, withdrawal or removal of Partners in accordance with this Agreement; (c) (c) a change that the General Partner determines to be necessary or appropriate to qualify or continue the qualification of the Partnership as a limited partnership or a partnership in which the Limited Partners have limited liability under the laws of any state or to ensure that the Group Members will not be treated as associations taxable as corporations or otherwise taxed as entities for federal income tax purposes; (d) (d) a change that the General Partner determines, (i) does not adversely affect in any material respect the Limited Partners considered as a whole or any particular class of Partnership Interests as compared to other classes of Partnership Interests, (ii) to be necessary or appropriate to (A) satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute (including the Delaware Act) or (B) facilitate the trading of the Units (including the division of any class or classes of Outstanding Units into different classes to facilitate uniformity of tax consequences within such classes of Units) or comply with any rule, regulation, guideline or requirement of any National Securities Exchange on which the Units are or will be listed or admitted to trading, (iii) to be necessary or appropriate in connection with action taken by the General Partner pursuant to Section 5.9 or (iv) is required to effect the intent expressed in the Registration Statement or the intent of the provisions of this Agreement or is otherwise contemplated by this Agreement;effect.

Amendment of Partnership Agreement. MEETINGS; RECORD DATE Section 13.1 Amendments SECTION 15.1 Amendment to be Adopted Solely by the General Partner. Except as set forth in Section 5.12(b)(v), Section 5.14(b)(v), Section 5.15(b)(v) The Acquisition General Partner and Section 5.16(b)(v), each the Limited Partner agrees agree that the General Partner (pursuant to its powers of attorney from the Acquisition General Partner and the Limited Partner), without the approval of any the Acquisition General Partner or the Limited Partner, may amend any provision of this Agreement Agreement, and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect: (a) a change in the name of the Partnership, the location of the principal place of business of the Partnership, the registered agent of the Partnership or the registered office of the the, Partnership; (b) the admission, substitution, withdrawal or removal of Partners in accordance with this Agreement; (c) (c) a change that that, in the sole discretion of the General Partner determines to be Partner, is necessary or appropriate to qualify or continue the qualification of the Partnership as a limited partnership or a partnership in which the Limited Partners limited partners have limited liability under the laws of any state or that is necessary or advisable in the opinion of the General Partner to ensure that the Group Members Partnership will not be treated as associations an association taxable as corporations a corporation or otherwise taxed as entities an entity for federal income tax purposes; (d) (d) a change that the General Partner determines, (i) that, in the sole discretion of the General Partner, does not adversely affect the Acquisition General Partner or the Limited Partner in any material respect the Limited Partners considered as a whole or any particular class of Partnership Interests as compared to other classes of Partnership Interestsrespect, (ii) to be that is necessary or appropriate desirable to (A) satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute (including including, without limitation, the Delaware Act) or (B) facilitate ), compliance with any of which the trading General Partner determines in its sole discretion to be in the best interests of the Units (including Partnership and the division of any class or classes of Outstanding Units into different classes to facilitate uniformity of tax consequences within such classes of Units) or comply with any rule, regulation, guideline or requirement of any National Securities Exchange on which the Units are or will be listed or admitted to tradingLimited Partner, (iii) to be necessary or appropriate in connection with action taken by the General Partner pursuant to Section 5.9 or (iv) that is required to effect the intent expressed in the Registration Statement or the intent of the provisions of this Agreement or is otherwise contemplated by this AgreementAgreement or (iv) that is required to conform the provisions of this Agreement with the provisions of the MLP Agreement as the provisions of the MLP Agreement may be amended, supplemented or restated from time to time; (e) a change in the fiscal year and taxable year of the Partnership and any changes that, in the sole discretion of the General Partner, are necessary or appropriate as a result of a change in the fiscal year and taxable year of the Partnership including, without limitation, if the General Partner shall so determine, a change in the definition of "Quarter" and the dates on which distributions are to be made by the Partnership; (f) an amendment that is necessary, in the Opinion of Counsel, to prevent the Partnership or the General Partner or its directors or officers from in any manner being subjected to the provisions of the Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940, as amended, or "plan asset" regulations adopted under the Employee Retirement Income Security Act of 1974, as amended, whether or not substantially similar to plan asset regulations currently applied or proposed by the United States Department of Labor; (g) any amendment expressly permitted in this Agreement to be made by the General Partner acting alone; (h) an amendment effected, necessitated or contemplated by a Merger Agreement approved in accordance with Section 15.3; (i) an amendment that, in the sole discretion of the General Partner, is necessary or desirable to reflect, account for and deal with appropriately the formation by the Partnership of, or investment by the Partnership in, any corporation, partnership, joint venture, limited liability company or other entity, in connection with the conduct by the Partnership of activities permitted by the terms of Section 3.1; or (j) any other amendments substantially similar to the foregoing.