Common use of Amendment to be Adopted Solely by General Partner Clause in Contracts

Amendment to be Adopted Solely by General Partner. Subject to compliance with the requirements of the Limited Partnership Act and the Exempted Partnerships Act, each Limited Partner agrees that the General Partner (pursuant to its powers of attorney from the Limited Partners), without the approval of any Limited 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: 14.1.1. a change in the name of the Partnership, the location of the Partnership’s registered office or the Partnership’s registered agent; 14.1.2. the admission, substitution or withdrawal of Partners in accordance with this Agreement; 14.1.3. a change that the General Partner determines is reasonable and necessary or appropriate for the Partnership to qualify or to continue its qualification as an exempted limited partnership under the Laws of Bermuda or a partnership in which the limited partners have limited liability under the Laws of any jurisdiction, or is necessary or advisable in the opinion of the General Partner to ensure that the Partnership will not be treated as an association taxable as a corporation or otherwise taxed as an entity for tax purposes; 14.1.4. an amendment that the General Partner determines to be necessary or appropriate to address changes in tax regulations, legislation or interpretation; 14.1.5. 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 U.S. Investment Company Act of 1940, as amended, or similar legislation in other jurisdictions; 14.1.6. an amendment that the General Partner determines in its sole discretion to be necessary or appropriate in connection with the creation, authorization or issuance of any class or series of Partnership Interests or options, rights, warrants or appreciation rights relating to Partnership Interests pursuant to Section 3.5; 14.1.7. any amendment expressly permitted in this Agreement to be made by the General Partner acting alone; 14.1.8. any amendment that the General Partner determines in its sole discretion is necessary or appropriate to reflect and account for the formation by the Partnership of, or its investment in, any Person, as otherwise permitted by this Agreement; 14.1.9. a change in the Partnership’s fiscal year and related changes; or 14.1.10. any other amendments substantially similar to any of the matters described in Sections 14.1.1 through 14.1.9. In addition, the General Partner may make amendments to this Agreement without the approval of any Limited Partner if those amendments, in the discretion of the General Partner: 14.1.11. do not adversely affect the Limited Partners considered as a whole (including any particular class of Partnership Interest as compared to other classes of Partnership Interests) in any material respect; 14.1.12. are necessary or appropriate to satisfy any requirements, conditions or guidelines contained in any opinion or binding directive, order, ruling or regulation of any Governmental Authority; 14.1.13. are necessary or appropriate to facilitate the trading of Units or to comply with any rule, regulation, guideline or requirement of any Securities Exchange on which any Units or any other Partnership Interests are or will be listed for trading; 14.1.14. are necessary or appropriate for any action taken by the General Partner relating to splits or combinations of Units or Partnership Interests made in accordance with the provisions of this Agreement; or 14.1.15. are required to effect the intent expressed in the Registration Statement or the intent of the provisions of this Agreement or are otherwise contemplated by this Agreement.

Amendment to be Adopted Solely by General Partner. Subject to compliance with the requirements of the Limited Partnership Act and the Exempted Partnerships Act, each Limited Partner agrees that the General Partner (pursuant to its powers of attorney from the Limited Partners), without the approval of any Limited 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: 14.1.1. 14.1.1 a change in the name of the Partnership, the location of the Partnership’s registered office or the Partnership’s registered agent; 14.1.2. the 14.1.2 admission, substitution or withdrawal of Partners in accordance with this Agreement; 14.1.3. 14.1.3 a change that the General Partner determines is reasonable and necessary or appropriate for the Partnership to qualify or to continue its the qualification of the Partnership as an exempted limited partnership under the Laws of Bermuda law or a partnership in which the limited partners have limited liability under the Laws laws of any jurisdiction, jurisdiction or that is necessary or advisable in the opinion of the General Partner to ensure that the Partnership will not be treated as an association taxable as a corporation or otherwise taxed as an entity for tax purposes; 14.1.4. 14.1.4 an amendment that the General Partner determines to be necessary or appropriate to address changes in tax regulations, legislation or interpretation; 14.1.5. 14.1.5 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 U.S. Investment Company Act of 1940, as amended, or similar legislation in other jurisdictions; 14.1.6. 14.1.6 subject to the terms of any Preferred Units then Outstanding, an amendment that the General Partner determines in its sole discretion to be necessary or appropriate in connection with the creation, authorization or issuance of any class or series of Partnership Interests or options, rights, warrants or appreciation rights relating to Partnership Interests pursuant to Section 3.5; 14.1.7. 14.1.7 any amendment expressly permitted in this Agreement to be made by the General Partner acting alone; 14.1.8. 14.1.8 an amendment effected, necessitated or contemplated by a Merger Agreement approved in accordance with Section 15.3; 14.1.9 any amendment that in the sole discretion of the General Partner determines in its sole discretion is necessary or appropriate to reflect and account for the formation by of the Partnership of, or its investment in, any Personcorporation, partnership, joint venture, limited liability company or other entity, as otherwise permitted by this the Agreement; 14.1.9. 14.1.10 a change in the Partnership’s fiscal year and related changes; or 14.1.10. 14.1.11 any other amendments substantially similar to any of the matters described in Sections 14.1.1 through 14.1.914.1.11. In addition, the General Partner may make amendments to this Agreement without the approval of any Limited Partner if those amendments, in the discretion of the General Partner: 14.1.11. 14.1.12 do not adversely affect the Limited Partners considered as a whole (including any particular class of Partnership Interest Interests as compared to other classes of Partnership InterestsInterests ) in any material respect; 14.1.12. 14.1.13 are necessary or appropriate to satisfy any requirements, conditions or guidelines contained in any opinion or binding opinion, directive, order, ruling or regulation of any Governmental Authoritygovernmental agency or judicial authority; 14.1.13. 14.1.14 are necessary or appropriate to facilitate the trading of Units or to comply with any rule, regulation, guideline or requirement of any Securities Exchange on which any the Units or any other Partnership Interests are or will be listed for trading; 14.1.14. 14.1.15 are necessary or appropriate for any action taken by the General Partner relating to splits or combinations of Units or Partnership Interests made in accordance with the provisions of this Agreement; or 14.1.15. 14.1.16 are required to effect the intent expressed in the Registration Statement or the intent of the provisions of this Agreement or are otherwise contemplated by this Agreement.

Amendment to be Adopted Solely by General Partner. Subject to compliance with the requirements of the Limited Partnership Act and the Exempted Partnerships Act, each Limited Partner agrees that the General Partner (pursuant to its powers of attorney from the Limited Partners), without the approval of any Limited 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: 14.1.1. a change in the name of the Partnership, the location of the Partnership’s registered office or the Partnership’s registered agentresident representative; 14.1.2. the admission, substitution or withdrawal of Partners in accordance with this Agreement; 14.1.3. a change that the General Partner determines is reasonable and necessary or appropriate for the Partnership to qualify or to continue its qualification as an exempted limited partnership under the Laws of Bermuda or a partnership in which the limited partners have limited liability under the Laws of any jurisdiction, or is necessary or advisable in the opinion of the General Partner to ensure that the Partnership will not be treated as an association taxable as a corporation or otherwise taxed as an entity for tax purposes; 14.1.4. an amendment that the General Partner determines to be necessary or appropriate to address changes in tax regulations, legislation or interpretation; 14.1.5. 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 U.S. Investment Company Act of 1940, as amended, or similar legislation in other jurisdictions; 14.1.6. an amendment that the General Partner determines in its sole discretion to be necessary or appropriate in connection with the creation, authorization or issuance of any class or series of Partnership Interests or options, rights, warrants or appreciation rights relating to Partnership Interests pursuant to Section 3.5; 14.1.7. any amendment expressly permitted in this Agreement to be made by the General Partner acting alone; 14.1.8. any amendment that the General Partner determines in its sole discretion is necessary or appropriate to reflect and account for the formation by the Partnership of, or its investment in, any Person, as otherwise permitted by this Agreement; 14.1.9. a change in the Partnership’s fiscal year and related changes; or 14.1.10. any other amendments substantially similar to any of the matters described in Sections 14.1.1 through 14.1.9. In addition, the General Partner may make amendments to this Agreement without the approval of any Limited Partner if those amendments, in the discretion of the General Partner: 14.1.11. do not adversely affect the Limited Partners considered as a whole (including any particular class of Partnership Interest as compared to other classes of Partnership Interests) in any material respect; 14.1.12. are necessary or appropriate to satisfy any requirements, conditions or guidelines contained in any opinion or binding directive, order, ruling or regulation of any Governmental Authority; 14.1.13. are necessary or appropriate to facilitate the trading of Units or to comply with any rule, regulation, guideline or requirement of any Securities Exchange on which any Units or any other Partnership Interests are or will be listed for trading; 14.1.14. are necessary or appropriate for any action taken by the General Partner relating to splits or combinations of Units or Partnership Interests made in accordance with the provisions of this Agreement; or 14.1.15. are required to effect the intent expressed in the Registration Statement or the intent of the provisions of this Agreement or are otherwise contemplated by this Agreement.

Amendment to be Adopted Solely by General Partner. Subject to compliance with the requirements of the Limited Partnership Act and the Exempted Partnerships Act, each Limited Partner agrees that the General Partner (pursuant to its powers of attorney from the Limited Partners), without the approval of any Limited 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: 14.1.117.1.1. a change in the name of the Partnership, the location of the Partnership’s registered office of the Partnership, the registered agent of the Partnership or the registered office of the Partnership’s registered agent; 14.1.217.1.2. the admission, substitution or withdrawal or removal of Partners in accordance with this Agreement; 14.1.317.1.3. a change that the General Partner determines is reasonable and necessary or appropriate for the Partnership to qualify or to continue its the qualification of the Partnership as an exempted limited partnership under the Laws of Bermuda law or a partnership in which the limited partners have limited liability under the Laws of any jurisdiction, or that is necessary or advisable in the opinion of the General Partner to ensure that the Partnership will not be treated as an association taxable as a corporation or otherwise taxed as an entity for tax purposes; 14.1.417.1.4. an amendment that the General Partner determines to be necessary or appropriate to address changes in tax regulations, legislation or interpretation; 14.1.517.1.5. 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 U.S. Investment Company Act of 1940, as amended, or similar legislation in other jurisdictions; 14.1.617.1.6. subject to the terms of any Preferred Units then Outstanding, an amendment that the General Partner determines in its sole discretion to be necessary or appropriate in connection with the creation, authorization or issuance of any class or series of Partnership Interests or options, rights, warrants or appreciation rights relating to Partnership Interests pursuant to Section 3.53.4; 14.1.717.1.7. any amendment expressly permitted in this Agreement to be made by the General Partner acting alone; 14.1.817.1.8. any amendment that in the sole discretion of the General Partner determines in its sole discretion is necessary or appropriate to reflect and account for the formation by of the Partnership of, or its investment in, any Person, as otherwise permitted by this the Agreement; 14.1.917.1.9. a change in the Partnership’s fiscal year and related changes; 17.1.10. any amendment concerning the computation or allocation of specific items of income, gain, expense or loss among the Partners that, in the sole discretion of the General Partner, is necessary or appropriate to (w) comply with the requirements of the Code and Treasury Regulations (including the requirements of Section 704(b) and Section 704(c) of the Code and the Treasury Regulations promulgated thereunder), (x) comply with the requirements of the Income Tax Act, (y) reflect the Partners’ interests in the Partnership or (z) consistently reflect the distributions made by the Partnership to the Partners pursuant to the terms of this Agreement; 17.1.11. any amendment that in the sole discretion of the General Partner is necessary or appropriate to address any statute, rule, regulation, notice, or announcement that affects or could affect the U.S. federal income tax treatment of any allocation or distribution related to any interest of the General Partner in the profits of the Partnership; or 14.1.1017.1.12. any other amendments substantially similar to any of the matters described in Sections 14.1.1 Section 17.1.1 through 14.1.917.1.11. In addition, the General Partner may make amendments to this Agreement Agreement, without the approval of any Limited Partner Partner, if those amendments, in the discretion of the General Partner: 14.1.1117.1.13. do not adversely affect the Limited Partners considered as a whole (including any particular class of Partnership Interest as compared to other classes of Partnership Interests) in any material respect; 14.1.1217.1.14. are necessary or appropriate to satisfy any requirements, conditions or guidelines contained in any opinion or binding directive, order, ruling or regulation of any Governmental Authority; 14.1.13. are necessary or appropriate to facilitate the trading of Units or to comply with any rule, regulation, guideline or requirement of any Securities Exchange on which any Units or any other Partnership Interests are or will be listed for trading; 14.1.1417.1.15. are necessary or appropriate for any action taken by the General Partner relating to splits or combinations of Units or Partnership Interests made in accordance with the provisions of this Agreement; or 14.1.1517.1.16. are required to effect the intent expressed in of the Registration Statement provisions of the Combination Agreement or the intent of the provisions of this Agreement or are otherwise contemplated by this Agreement.

Amendment to be Adopted Solely by General Partner. Subject to compliance with the requirements of the Limited Partnership Act and the Exempted Partnerships Act, each Limited Partner agrees that the General Partner (pursuant to its powers of attorney from the Limited Partners), without the approval of any Limited 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: 14.1.1. a change in the name of the Partnership, the location of the Partnership’s registered office of the Partnership, the registered agent of the Partnership or the registered office of the Partnership’s registered agent; 14.1.2. the admission, substitution or withdrawal of Partners in accordance with this Agreement; 14.1.3. a change that the General Partner determines is reasonable and necessary or appropriate for the Partnership to qualify or to continue its the qualification of the Partnership as an exempted limited partnership under the Laws of Bermuda law or a partnership in which the limited partners have limited liability under the Laws of any jurisdiction, or that is necessary or advisable in the opinion of the General Partner to ensure that the Partnership will not be treated as an association taxable as a corporation or otherwise taxed as an entity for tax purposes; 14.1.4. an amendment that the General Partner determines to be necessary or appropriate to address changes in tax regulations, legislation or interpretation; 14.1.5. 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 U.S. Investment Company Act of 1940, as amended, or similar legislation in other jurisdictions; 14.1.6. subject to the terms of any Preferred Units then Outstanding, an amendment that the General Partner determines in its sole discretion to be necessary or appropriate in connection with the creation, authorization or issuance of any class or series of Partnership Interests or options, rights, warrants or appreciation rights relating to Partnership Interests pursuant to Section 3.5; 14.1.7. any amendment expressly permitted in this Agreement to be made by the General Partner acting alone; 14.1.8. any amendment that in the sole discretion of the General Partner determines in its sole discretion is necessary or appropriate to reflect and account for the formation by of the Partnership of, or its investment in, any Person, as otherwise permitted by this the Agreement; 14.1.9. a change in the Partnership’s fiscal year and related changes; or 14.1.10. any other amendments substantially similar to any of the matters described in Sections 14.1.1 through 14.1.914.1.10. In addition, the General Partner may make amendments to this Agreement Agreement, without the approval of any Limited Partner Partner, if those amendments, in the discretion of the General Partner: 14.1.11. do not adversely affect the Limited Partners considered as a whole (including any particular class of Partnership Interest as compared to other classes of Partnership Interests) in any material respect; 14.1.12. are necessary or appropriate to satisfy any requirements, conditions or guidelines contained in any opinion or binding directive, order, ruling or regulation of any Governmental Authority; 14.1.13. are necessary or appropriate to facilitate the trading of Units or to comply with any rule, regulation, guideline or requirement of any Securities Exchange on which any Units or any other Partnership Interests are or will be listed for trading; 14.1.14. are necessary or appropriate for any action taken by the General Partner relating to splits or combinations of Units or Partnership Interests made in accordance with the provisions of this Agreement; or 14.1.15. are required to effect the intent expressed in of the Registration Statement provisions of the Combination Agreement or the intent of the provisions of this Agreement or are otherwise contemplated by this Agreement.

Amendment to be Adopted Solely by General Partner. Subject to compliance with the requirements of the Limited Partnership Act and the Exempted Partnerships Act, each Limited Partner agrees that the General Partner (pursuant to its powers of attorney from the Limited Partners), without the approval of any Limited 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: 14.1.1. a change in the name of the Partnership, the location of the Partnership’s registered office of the Partnership, the registered agent of the Partnership or the registered office of the Partnership’s registered agent; 14.1.2. the admission, substitution or withdrawal of Partners in accordance with this Agreement; 14.1.3. a change that the General Partner determines is reasonable and necessary or appropriate for the Partnership to qualify or to continue its the qualification of the Partnership as an exempted limited partnership under the Laws of Bermuda law or a partnership in which the limited partners have limited liability under the Laws of any jurisdiction, or that is necessary or advisable in the opinion of the General Partner to ensure that the Partnership will not be treated as an association taxable as a corporation or otherwise taxed as an entity for tax purposes; 14.1.4. an amendment that the General Partner determines to be necessary or appropriate to address changes in tax regulations, legislation or interpretation; 14.1.5. 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 U.S. Investment Company Act of 1940, as amended, or similar legislation in other jurisdictions; 14.1.6. an amendment that the General Partner determines in its sole discretion to be necessary or appropriate in connection with the creation, authorization or issuance of any class or series of Partnership Interests or options, rights, warrants or appreciation rights relating to Partnership Interests pursuant to Section 3.5; 14.1.7. any amendment expressly permitted in this Agreement to be made by the General Partner acting alone; 14.1.8. any amendment that in the sole discretion of the General Partner determines in its sole discretion is necessary or appropriate to reflect and account for the formation by of the Partnership of, or its investment in, any Person, as otherwise permitted by this the Agreement; 14.1.9. a change in the Partnership’s fiscal year and related changes; or 14.1.10. any other amendments substantially similar to any of the matters described in Sections 14.1.1 through 14.1.914.1.10. In addition, the General Partner may make amendments to this Agreement Agreement, without the approval of any Limited Partner Partner, if those amendments, in the discretion of the General Partner: 14.1.11. do not adversely affect the Limited Partners considered as a whole (including any particular class of Partnership Interest as compared to other classes of Partnership Interests) in any material respect; 14.1.12. are necessary or appropriate to satisfy any requirements, conditions or guidelines contained in any opinion or binding directive, order, ruling or regulation of any Governmental Authority; 14.1.13. are necessary or appropriate to facilitate the trading of Units or to comply with any rule, regulation, guideline or requirement of any Securities Exchange on which any Units or any other Partnership Interests are or will be listed for trading; 14.1.14. are necessary or appropriate for any action taken by the General Partner relating to splits or combinations of Units or Partnership Interests made in accordance with the provisions of this Agreement; or 14.1.15. are required to effect the intent expressed in of the Registration Statement provisions of the Combination Agreement or the intent of the provisions of this Agreement or are otherwise contemplated by this Agreement.

Amendment to be Adopted Solely by General Partner. Subject to compliance with the requirements of the Limited Partnership Act and the Exempted Partnerships Act, each Limited Partner agrees that the General Partner (pursuant to its powers of attorney from the Limited Partners), without the approval of any Limited 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: 14.1.117.1.1. a change in the name of the Partnership, the location of the Partnership’s registered office of the Partnership, the registered agent of the Partnership or the registered office of the Partnership’s registered agent; 14.1.217.1.2. the admission, substitution or withdrawal or removal of Partners in accordance with this Agreement; 14.1.317.1.3. a change that the General Partner determines is reasonable and necessary or appropriate for the Partnership to qualify or to continue its the qualification of the Partnership as an exempted limited partnership under the Laws of Bermuda law or a partnership in which the limited partners have limited liability under the Laws of any jurisdiction, or that is necessary or advisable in the opinion of the General Partner to ensure that the Partnership will not be treated as an association taxable as a corporation or otherwise taxed as an entity for tax purposes; 14.1.417.1.4. an amendment that the General Partner determines to be necessary or appropriate to address changes in tax regulations, legislation or interpretation; 14.1.517.1.5. 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 U.S. Investment Company Act of 1940, as amended, or similar legislation in other jurisdictions; 14.1.617.1.6. an amendment that the General Partner determines in its sole discretion to be necessary or appropriate in connection with the creation, authorization or issuance of any class or series of Partnership Interests or options, rights, warrants or appreciation rights relating to Partnership Interests pursuant to Section 3.53.4; 14.1.717.1.7. any amendment expressly permitted in this Agreement to be made by the General Partner acting alone; 14.1.817.1.8. any amendment that in the sole discretion of the General Partner determines in its sole discretion is necessary or appropriate to reflect and account for the formation by of the Partnership of, or its investment in, any Person, as otherwise permitted by this the Agreement; 14.1.917.1.9. a change in the Partnership’s fiscal year and related changes; 17.1.10. any amendment concerning the computation or allocation of specific items of income, gain, expense or loss among the Partners that, in the sole discretion of the General Partner, is necessary or appropriate to (w) comply with the requirements of the Code and Treasury Regulations (including the requirements of Section 704(b) and Section 704(c) of the Code and the Treasury Regulations promulgated thereunder), (x) comply with the requirements of the Income Tax Act, (y) reflect the Partners’ interests in the Partnership or (z) consistently reflect the distributions made by the Partnership to the Partners pursuant to the terms of this Agreement; 17.1.11. any amendment that in the sole discretion of the General Partner is necessary or appropriate to address any statute, rule, regulation, notice, or announcement that affects or could affect the U.S. federal income tax treatment of any allocation or distribution related to any interest of the General Partner in the profits of the Partnership; or 14.1.1017.1.12. any other amendments substantially similar to any of the matters described in Sections 14.1.1 Section 17.1.1 through 14.1.917.1.11. In addition, the General Partner may make amendments to this Agreement Agreement, without the approval of any Limited Partner Partner, if those amendments, in the discretion of the General Partner: 14.1.1117.1.13. do not adversely affect the Limited Partners considered as a whole (including any particular class of Partnership Interest as compared to other classes of Partnership Interests) in any material respect; 14.1.1217.1.14. are necessary or appropriate to satisfy any requirements, conditions or guidelines contained in any opinion or binding directive, order, ruling or regulation of any Governmental Authority; 14.1.13. are necessary or appropriate to facilitate the trading of Units or to comply with any rule, regulation, guideline or requirement of any Securities Exchange on which any Units or any other Partnership Interests are or will be listed for trading; 14.1.1417.1.15. are necessary or appropriate for any action taken by the General Partner relating to splits or combinations of Units or Partnership Interests made in accordance with the provisions of this Agreement; or 14.1.1517.1.16. are required to effect the intent expressed in of the Registration Statement provisions of the Combination Agreement or the intent of the provisions of this Agreement or are otherwise contemplated by this Agreement.

Amendment to be Adopted Solely by General Partner. Subject to compliance with the requirements of the Limited Partnership Act and the Exempted Partnerships Act, each Limited Partner agrees that the General Partner (pursuant to its powers of attorney from the Limited Partners), without the approval of any Limited 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: 14.1.117.1.1. a change in the name of the Partnership, the location of the Partnership’s registered office or the Partnership’s registered agent; 14.1.217.1.2. the admission, substitution substitution, withdrawal or withdrawal removal of Partners in accordance with this Agreement; 14.1.317.1.3. a change that the General Partner determines is reasonable and necessary or appropriate for the Partnership to qualify or to continue its qualification as an exempted limited partnership under the Laws of Bermuda or a partnership in which the limited partners have limited liability under the Laws of any jurisdiction, or is necessary or advisable in the opinion of the General Partner to ensure that the Partnership will not be treated as an association taxable as a corporation or otherwise taxed as an entity for tax purposes; 14.1.417.1.4. an amendment that the General Partner determines to be necessary or appropriate to address changes in tax regulations, legislation or interpretation; 14.1.517.1.5. 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 U.S. Investment Company Act of 1940, as amended, or similar legislation in other jurisdictions; 14.1.617.1.6. an amendment that the General Partner determines in its sole discretion to be necessary or appropriate in connection with for the creation, authorization or issuance of any class or series of Partnership Interests or options, rights, warrants or appreciation rights relating to Partnership Interests pursuant to Section 3.5; 14.1.717.1.7. any amendment expressly permitted in this Agreement to be made by the General Partner acting alone; 14.1.817.1.8. any amendment that the General Partner determines in its sole discretion is necessary or appropriate to reflect and account for the formation by the Partnership of, or its investment in, any Person, as otherwise permitted by this Agreement; 14.1.917.1.9. a change in the Partnership’s fiscal year and related changes; 17.1.10. any amendment concerning the computation or allocation of specific items of income, gain, expense or loss among the Partners that, in the sole discretion of the General Partner, is necessary or appropriate to (i) comply with the requirements of any Laws, (ii) reflect the Partners’ interests in the Partnership or (iii) consistently reflect the distributions made by the Partnership to the Partners pursuant to the terms of this Agreement; 17.1.11. any amendment that in the sole discretion of the General Partner is necessary or appropriate to address any statute, rule, regulation, notice, or announcement that affects or could affect the U.S. federal income tax treatment of any allocation or distribution related to any interest of the General Partner in the profits of the Partnership; or 14.1.1017.1.12. any other amendments substantially similar to any of the matters described in Sections 14.1.1 Section 17.1.1 through 14.1.917.1.11. In addition, the General Partner may make amendments to this Agreement without the approval of any Limited Partner if those amendments, in the discretion of the General Partner: 14.1.1117.1.13. do not adversely affect the Limited Partners considered as a whole (including any particular class of Partnership Interest as compared to other classes of Partnership Interests) in any material respect; 14.1.1217.1.14. are necessary or appropriate to satisfy any requirements, conditions or guidelines contained in any opinion or binding directive, order, ruling or regulation of any Governmental Authority; 14.1.13. are necessary or appropriate to facilitate the trading of Units or to comply with any rule, regulation, guideline or requirement of any Securities Exchange on which any Units or any other Partnership Interests are or will be listed for trading; 14.1.1417.1.15. are necessary or appropriate for any action taken by the General Partner relating to splits or combinations of Units or Partnership Interests made in accordance with the provisions of this Agreement; or 14.1.1517.1.16. are required to effect the intent expressed in the Registration Statement or the intent of the provisions of this Agreement or are otherwise contemplated by this Agreement.

Amendment to be Adopted Solely by General Partner. Subject to compliance with the requirements of the Limited Partnership Act and the Exempted Partnerships Act, each Limited Partner agrees that the General Partner (pursuant to its powers of attorney from the Limited Partners), without the approval of any Limited 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: 14.1.113.1.1. a change in the name of the Partnership, the location of the Partnership’s registered office or the Partnership’s registered agent; 14.1.213.1.2. the admission, substitution or withdrawal of Partners in accordance with this Agreement; 14.1.313.1.3. a change that the General Partner determines is reasonable and necessary or appropriate for the Partnership to qualify or to continue its qualification as an exempted limited partnership under the Laws of Bermuda or a partnership in which the limited partners have limited liability under the Laws of any jurisdiction, or is necessary or advisable in the opinion of the General Partner to ensure that the Partnership will not be treated as an association taxable as a corporation or otherwise taxed as an entity for tax purposes; 14.1.413.1.4. an amendment that the General Partner determines to be necessary or appropriate to address changes in tax regulations, legislation or interpretation; 14.1.513.1.5. 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 U.S. Investment Company Act of 1940, as amended, or similar legislation in other jurisdictions; 14.1.613.1.6. subject to the terms of any Preferred Units then Outstanding, an amendment that the General Partner determines in its sole discretion to be necessary or appropriate in connection with the creation, authorization or issuance of any class or series of Partnership Interests or options, rights, warrants or appreciation rights relating to Partnership Interests pursuant to Section 3.53.4; 14.1.713.1.7. any amendment expressly permitted in this Agreement to be made by the General Partner acting alone; 14.1.813.1.8. any amendment that the General Partner determines in its sole discretion is necessary or appropriate to reflect and account for the formation by the Partnership of, or its investment in, any Person, as otherwise permitted by this Agreement; 14.1.913.1.9. a change in the Partnership’s fiscal year and related changes; or 14.1.1013.1.10. any other amendments substantially similar to any of the matters described in Sections 14.1.1 13.1.1 through 14.1.913.1.9. In addition, the General Partner may make amendments to this Agreement without the approval of any Limited Partner if those amendments, in the discretion of the General Partner: 14.1.1113.1.11. do not adversely affect the Limited Partners considered as a whole (including any particular class of Partnership Interest as compared to other classes of Partnership Interests) in any material respect; 14.1.1213.1.12. are necessary or appropriate to satisfy any requirements, conditions or guidelines contained in any opinion or binding directive, order, ruling or regulation of any Governmental Authority; 14.1.1313.1.13. are necessary or appropriate to facilitate the trading of Units or to comply with any rule, regulation, guideline or requirement of any Securities Exchange on which any Units or any other Partnership Interests are or will be listed for trading; 14.1.1413.1.14. are necessary or appropriate for any action taken by the General Partner relating to splits or combinations of Units or Partnership Interests made in accordance with the provisions of this Agreement; or 14.1.1513.1.15. are required to effect the intent expressed in the Registration Statement or the intent of the provisions of this Agreement or are otherwise contemplated by this Agreement.

Amendment to be Adopted Solely by General Partner. Subject to compliance with the requirements of the Limited Partnership Act and the Exempted Partnerships Act, each Limited Partner agrees that the General Partner (pursuant to its powers of attorney from the Limited Partners), without the approval of any Limited 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: 14.1.1. a change in the name of the Partnership, the location of the Partnership’s registered office of the Partnership, the registered agent of the Partnership or the registered office of the Partnership’s registered agent; 14.1.2. the admission, substitution or withdrawal of Partners in accordance with this Agreement; 14.1.3. a change that the General Partner determines is reasonable and necessary or appropriate for the Partnership to qualify or to continue its the qualification of the Partnership as an exempted limited partnership under the Laws of Bermuda law or a partnership in which the limited partners have limited liability under the Laws of any jurisdiction, or that is necessary or advisable in the opinion of the General Partner to ensure that the Partnership will not be treated as an association taxable as a corporation or otherwise taxed as an entity for tax purposes; 14.1.4. an amendment that the General Partner determines to be necessary or appropriate to address changes in tax regulations, legislation or interpretation; 14.1.5. 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 U.S. Investment Company Act of 1940, as amended, or similar legislation in other jurisdictions; 14.1.6. subject to the terms of any Preferred Units then Outstanding, an amendment that the General Partner determines in its sole discretion to be necessary or appropriate in connection with the creation, authorization or issuance of any class or series of Partnership Interests or options, rights, warrants or appreciation rights relating to Partnership Interests pursuant to Section 3.5; 14.1.7. any amendment expressly permitted in this Agreement to be made by the General Partner acting alone; 14.1.8. any amendment that in the sole discretion of the General Partner determines in its sole discretion is necessary or appropriate to reflect and account for the formation by of the Partnership of, or its investment in, any Person, as otherwise permitted by this the Agreement; 14.1.9. a change in the Partnership’s 's fiscal year and related changes; or 14.1.10. any other amendments substantially similar to any of the matters described in Sections 14.1.1 through 14.1.914.1.10. In addition, the General Partner may make amendments to this Agreement Agreement, without the approval of any Limited Partner Partner, if those amendments, in the discretion of the General Partner: 14.1.11. do not adversely affect the Limited Partners considered as a whole (including any particular class of Partnership Interest as compared to other classes of Partnership Interests) in any material respect; 14.1.12. are necessary or appropriate to satisfy any requirements, conditions or guidelines contained in any opinion or binding directive, order, ruling or regulation of any Governmental Authority; 14.1.13. are necessary or appropriate to facilitate the trading of Units or to comply with any rule, regulation, guideline or requirement of any Securities Exchange on which any Units or any other Partnership Interests are or will be listed for trading; 14.1.14. are necessary or appropriate for any action taken by the General Partner relating to splits or combinations of Units or Partnership Interests made in accordance with the provisions of this Agreement; or 14.1.15. are required to effect the intent expressed in of the Registration Statement provisions of the Combination Agreement or the intent of the provisions of this Agreement or are otherwise contemplated by this Agreement.

Amendment to be Adopted Solely by General Partner. Subject to compliance with the requirements of the Limited Partnership Act and the Exempted Partnerships Act, each Limited Partner agrees that the General Partner (pursuant to its powers of attorney from the Limited Partners), without the approval of any Limited 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: 14.1.117.1.1. a change in the name of the Partnership, the location of the Partnership’s registered office of the Partnership, the registered agent of the Partnership or the registered office of the Partnership’s registered agent; 14.1.217.1.2. the admission, substitution substitution, withdrawal or withdrawal removal of Partners in accordance with this Agreement; 14.1.317.1.3. a change that the General Partner determines is reasonable and necessary or appropriate for the Partnership to qualify or to continue its the qualification of the Partnership as an exempted limited partnership under the Laws of Bermuda law or a partnership in which the limited partners have limited liability under the Laws laws of any jurisdiction, jurisdiction or that is necessary or advisable in the opinion of the General Partner to ensure that the Partnership will not be treated as an association taxable as a corporation or otherwise taxed as an entity for tax purposes; 14.1.417.1.4. an amendment that the General Partner determines to be necessary or appropriate to address changes in tax regulations, legislation or interpretation; 14.1.517.1.5. 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 U.S. Investment Company Act of 1940, as amended, or similar legislation in other jurisdictions; 14.1.617.1.6. an amendment that the General Partner determines in its sole discretion to be necessary or appropriate in connection with the creation, authorization or issuance of any class or series of Partnership Interests or options, rights, warrants or appreciation rights relating to Partnership Interests pursuant to Section 3.5; 14.1.717.1.7. any amendment expressly permitted in this Agreement to be made by the General Partner acting alone; 14.1.817.1.8. an amendment effected, necessitated or contemplated by a Merger Agreement approved in accordance with Section 18.3; 17.1.9. any amendment that in the sole discretion of the General Partner determines in its sole discretion is necessary or appropriate to reflect and account for the formation by of the Partnership of, or its investment in, any Personcorporation, partnership, joint venture, limited liability company or other entity, as otherwise permitted by this the Agreement; 14.1.917.1.10. a change in the Partnership’s fiscal year and related changes; 17.1.11. any amendment concerning the computation or allocation of specific items of income, gain, expense or loss among the Partners that, in the sole discretion of the General Partner, is necessary or appropriate to (w) comply with the requirements of the Code and Treasury Regulations (including the requirements of Section 704(b) and Section 704(c) of the Code and the Treasury Regulations promulgated thereunder), (x) comply with the requirements of the Income Tax Act, (y) reflect the Partners’ interests in the Partnership or (z) consistently reflect the distributions made by the Partnership to the Partners pursuant to the terms of this Agreement; or 14.1.1017.1.12. any other amendments substantially similar to any of the matters described in Sections 14.1.1 Section 17.1.1 through 14.1.917.1.11. In addition, the General Partner may make amendments to this Agreement without the approval of any Limited Partner if those amendments, in the discretion of the General Partner: 14.1.1117.1.13. do not adversely affect the Limited Partners considered as a whole (including any particular class of Partnership Interest Interests as compared to other classes of Partnership Interests) in any material respect; 14.1.1217.1.14. are necessary or appropriate to satisfy any requirements, conditions or guidelines contained in any opinion or binding opinion, directive, order, ruling or regulation of any Governmental Authoritygovernmental agency or judicial authority; 14.1.13. are necessary or appropriate to facilitate the trading of Units or to comply with any rule, regulation, guideline or requirement of any Securities Exchange on which any Units or any other Partnership Interests are or will be listed for trading; 14.1.1417.1.15. are necessary or appropriate for any action taken by the General Partner relating to splits or combinations of Units or Partnership Interests made in accordance with under the provisions of this the Agreement; or 14.1.1517.1.16. are required to effect the intent expressed in the Registration Statement or the intent of the provisions of this Agreement or are otherwise contemplated by this Agreement.

Amendment to be Adopted Solely by General Partner. Subject to compliance with the requirements of the Limited Partnership Act and the Exempted Partnerships Act, each Limited Partner agrees that the General Partner (pursuant to its powers of attorney from the Limited Partners), without the approval of any Limited 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: 14.1.1. a change in the name of the Partnership, the location of the Partnership’s registered office or the Partnership’s registered agent; 14.1.2. the admission, substitution or withdrawal of Partners in accordance with this Agreement; 14.1.3. a change that the General Partner determines is reasonable and necessary or appropriate for the Partnership to qualify or to continue its the qualification of the Partnership as an exempted limited partnership under the Laws of Bermuda law or a partnership in which the limited partners have limited liability under the Laws laws of any jurisdiction, jurisdiction or that is necessary or advisable in the opinion of the General Partner to ensure that the Partnership will not be treated as an association taxable as a corporation or otherwise taxed as an entity for tax purposes; 14.1.4. an amendment that the General Partner determines to be necessary or appropriate to address changes in tax regulations, legislation or interpretation; 14.1.5. 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 U.S. Investment Company Act of 1940, as amended, or similar legislation in other jurisdictions; 14.1.6. an amendment that the General Partner determines in its sole discretion to be necessary or appropriate in connection with the creation, authorization or issuance of any class or series of Partnership Interests or options, rights, warrants or appreciation rights relating to Partnership Interests pursuant to Section 3.5; 14.1.7. any amendment expressly permitted in this Agreement to be made by the General Partner acting alone; 14.1.8. an amendment effected, necessitated or contemplated by a Merger Agreement approved in accordance with Section 15.3; 14.1.9. any amendment that in the sole discretion of the General Partner determines in its sole discretion is necessary or appropriate to reflect and account for the formation by of the Partnership of, or its investment in, any Personcorporation, partnership, joint venture, limited liability company or other entity, as otherwise permitted by this the Agreement; 14.1.914.1.10. a change in the Partnership’s fiscal year and related changes; or 14.1.1014.1.11. any other amendments substantially similar to any of the matters described in Sections 14.1.1 through 14.1.914.1.11. In addition, the General Partner may make amendments to this Agreement without the approval of any Limited Partner if those amendments, in the discretion of the General Partner: 14.1.1114.1.12. do not adversely affect the Limited Partners considered as a whole (including any particular class of Partnership Interest Interests as compared to other classes of Partnership InterestsInterests ) in any material respect; 14.1.1214.1.13. are necessary or appropriate to satisfy any requirements, conditions or guidelines contained in any opinion or binding opinion, directive, order, ruling or regulation of any Governmental Authoritygovernmental agency or judicial authority; 14.1.1314.1.14. are necessary or appropriate to facilitate the trading of Units or to comply with any rule, regulation, guideline or requirement of any Securities Exchange on which any the Units or any other Partnership Interests are or will be listed for trading; 14.1.1414.1.15. are necessary or appropriate for any action taken by the General Partner relating to splits or combinations of Units or Partnership Interests made in accordance with the provisions of this Agreement; or 14.1.1514.1.16. are required to effect the intent expressed in the Registration Statement or the intent of the provisions of this Agreement or are otherwise contemplated by this Agreement.

Amendment to be Adopted Solely by General Partner. Subject to compliance with the requirements of the Limited Partnership Act and the Exempted Partnerships Act, each Limited Partner agrees that the General Partner (pursuant to its powers of attorney from the Limited Partners), without the approval of any Limited 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: 14.1.1. a change in the name of the Partnership, the location of the Partnership’s registered office of the Partnership, the registered agent of the Partnership or the registered office of the Partnership’s registered agent; 14.1.2. the admission, substitution or withdrawal of Partners in accordance with this Agreement; 14.1.3. a change that the General Partner determines is reasonable and necessary or appropriate for the Partnership to qualify or to continue its the qualification of the Partnership as an exempted limited partnership under the Laws of Bermuda law or a partnership in which the limited partners have limited liability under the Laws laws of any jurisdiction, jurisdiction or that is necessary or advisable in the opinion of the General Partner to ensure that the Partnership will not be treated as an association taxable as a corporation or otherwise taxed as an entity for tax purposes; 14.1.4. an amendment that the General Partner determines to be necessary or appropriate to address changes in tax regulations, legislation or interpretation; 14.1.5. 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 U.S. Investment Company Act of 1940, as amended, or similar legislation in other jurisdictions; 14.1.6. an amendment that the General Partner determines in its sole discretion to be necessary or appropriate in connection with the creation, authorization or issuance of any class or series of Partnership Interests or options, rights, warrants or appreciation rights relating to Partnership Interests pursuant to Section 3.5; 14.1.7. any amendment expressly permitted in this Agreement to be made by the General Partner acting alone; 14.1.8. an amendment effected, necessitated or contemplated by a Merger Agreement approved in accordance with Section 15.3; 14.1.9. any amendment that in the sole discretion of the General Partner determines in its sole discretion is necessary or appropriate to reflect and account for the formation by of the Partnership of, or its investment in, any Personcorporation, partnership, joint venture, limited liability company or other entity, as otherwise permitted by this the Agreement; 14.1.914.1.10. a change in the Partnership’s fiscal year and related changes; or 14.1.1014.1.11. any other amendments substantially similar to any of the matters described in Sections 14.1.1 through 14.1.914.1.11. In addition, the General Partner may make amendments to this Agreement without the approval of any Limited Partner if those amendments, in the discretion of the General Partner: 14.1.1114.1.12. do not adversely affect the Limited Partners considered as a whole (including any particular class of Partnership Interest Interests as compared to other classes of Partnership InterestsInterests ) in any material respect; 14.1.1214.1.13. are necessary or appropriate to satisfy any requirements, conditions or guidelines contained in any opinion or binding opinion, directive, order, ruling or regulation of any Governmental Authoritygovernmental agency or judicial authority; 14.1.1314.1.14. are necessary or appropriate to facilitate the trading of Units or to comply with any rule, regulation, guideline or requirement of any Securities Exchange on which any the Units or any other Partnership Interests Units are or will be listed for trading; 14.1.1414.1.15. are necessary or appropriate for any action taken by the General Partner relating to splits or combinations of Units or Partnership Interests made in accordance with under the provisions of this the Agreement; or 14.1.1514.1.16. are required to effect the intent expressed in the Registration Statement or the intent of the provisions of this Agreement or are otherwise contemplated by this Agreement.