Common use of Amendments to be Adopted Solely by the Managing General Partner Clause in Contracts

Amendments to be Adopted Solely by the Managing General Partner. Each Partner agrees that the Managing 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 of the Partnership, the registered agent of the Partnership or the registered office of the Partnership; (b) admission, substitution, withdrawal or removal of Partners in accordance with this Agreement; (c) a change that the Managing 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) a change that the Managing General Partner determines (i) does not adversely affect the Partners (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 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 any class of Partnership Interests are or will be listed or admitted to trading, (iii) to be necessary or appropriate in connection with action taken by the Managing General Partner pursuant to Section 5.8 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; (e) a change in the fiscal year or taxable year of the Partnership and any other changes that the Managing 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 Managing 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 Partners or CVR Energy, Inc. (for so long as CVR Energy, Inc. continues to own the Special General Partner) or their 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 Managing General Partner determines to be necessary or appropriate in connection with the creation, authorization or issuance of any class or series of Partnership Interests pursuant to Section 5.4; (h) any amendment expressly permitted in this Agreement to be made by the Managing General Partner acting alone; (i) an amendment effected, necessitated or contemplated by a Merger Agreement approved in accordance with Section 14.3; (j) an amendment that the Managing 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; (k) a merger or conveyance pursuant to Section 14.3(d); or (l) any other amendments substantially similar to the foregoing.

Amendments to be Adopted Solely by the Managing General Partner. Each Partner agrees that the Managing 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 of the Partnership, the registered agent of the Partnership or the registered office of the Partnership; (b) admission, substitution, withdrawal or removal of Partners in accordance with this Agreement; (c) a change that the Managing 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) a change that the Managing General Partner determines (i) does not adversely affect the Partners (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 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 any class of Partnership Interests are or will be listed or admitted to trading, (iii) to be necessary or appropriate in connection with action taken by the Managing General Partner pursuant to Section 5.8 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; (e) a change in the fiscal year or taxable year of the Partnership and any other changes that the Managing 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 Managing 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 Partners or CVR Energy, Inc. (for so long as CVR Energy, Inc. continues to own the Special General Partner) or their 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 Managing General Partner determines to be necessary or appropriate in connection with the creation, authorization or issuance of any class or series of Partnership Interests Securities pursuant to Section 5.4; (h) any amendment expressly permitted in this Agreement to be made by the Managing General Partner acting alone; (i) an amendment effected, necessitated or contemplated by a Merger Agreement approved in accordance with Section 14.3; (j) an amendment that the Managing 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; (k) a merger or conveyance pursuant to Section 14.3(d); or (l) any other amendments substantially similar to the foregoing.

Amendments to be Adopted Solely by the Managing General Partner. Each Partner agrees that the The Managing General Partner, without the consent or approval at the time of any other Partnerthe Limited Partners, may amend any provision of this Agreement Agreement, and execute, swear to, acknowledge, deliver, file and record whatever all documents may be required or desirable in connection therewith, to reflect: (a) a change in the name of the Partnership, Partnership or 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, termination or withdrawal or removal of Partners in accordance with this Agreement;, including amending Exhibit A hereto. (c) additions to the obligations of the General Partners or surrender any right or power granted to the General Partners or any Affiliate of the General Partners for the benefit of the Limited Partners; (d) the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Section 5.2(a) hereof; (e) a change that the Managing General Partner determines to be 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 have limited liability under the laws of any state or that is necessary or advisable in the opinion of the Managing General Partner to ensure that the Group Members Partnership will not be treated as associations an association taxable as corporations or otherwise taxed as entities a corporation for federal income tax purposes; (df) a change that the Managing General Partner determines is (i) of an inconsequential nature and does not adversely affect the Limited Partners (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 desirable to cure any ambiguity, to correct or supplement any provision herein that would be inconsistent with any other provision herein or to make any other provision with respect to matters or questions arising under this Agreement that will not be inconsistent with the provision of this Agreement; (Aiii) necessary or desirable to 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 statute; (including the Delaware Activ) necessary or (B) desirable to facilitate the trading of the Units (including Units, as contemplated in the division Investor Partnership Agreement, or the shares of any class or classes of Outstanding Units into different classes to facilitate uniformity of tax consequences within such classes of Units) Common Stock, or comply with any rule, regulation, regulation guideline or requirement of any National Securities Exchange securities exchange on which any class the Units or the shares of Partnership Interests Common Stock are or will be listed or admitted to for trading, (iii) to be necessary or appropriate in connection compliance with action taken by any of which the Managing General Partner pursuant deems to Section 5.8 be in the interests of the Partnership and the Limited Partners; (v) necessary to conform this Agreement to any amendments made in the Investors Partnership Agreement in accordance with the terms thereof; or (ivvi) 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; (eg) a change in the fiscal year any provision of this Agreement which requires any action to be taken by or taxable year on behalf of the Partnership and any other changes that the Managing 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 Managing 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 Partners or CVR Energy, Inc. (for so long as CVR Energy, Inc. continues pursuant to own the Special General Partner) or their directors, officers, trustees or agents from in any manner being subjected to requirements of applicable Delaware law if the provisions of the Investment Company Act of 1940, as applicable Delaware law are amended, the Investment Advisers Act of 1940, as amended, modified 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 revoked so that the Managing General Partner determines to be necessary or appropriate in connection with the creation, authorization or issuance taking of any class or series of Partnership Interests pursuant to Section 5.4such action is no longer required; (h) to reflect such changes as are reasonably necessary for any amendment expressly permitted Partner to maintain its status as a "qualified Company subsidiary" within the meaning of Section 856(i)(2) of the Code; or (i) any other amendments similar to the foregoing. The authority set forth in this Section 15.1 shall specifically include the authority to make such amendments to this Agreement and to be made the Certificate of Limited Partnership as the Managing General Partner deems necessary or desirable in the event the Delaware RULPA is amended to eliminate or change any provision now in effect. Without limiting the foregoing, the Limited Partners shall, upon the request of the Managing General Partner, execute, swear to or acknowledge any document determined by the Managing General Partner acting alone; (i) an amendment effected, necessitated or contemplated by a Merger Agreement approved in accordance with Section 14.3; (j) an amendment that the Managing General Partner determines to be necessary required 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, desirable in connection with the conduct by the Partnership of activities permitted by the terms of Section 2.4; (k) a merger or conveyance pursuant to Section 14.3(d); or (l) any other amendments substantially similar foregoing. The Managing General Partner shall provide notice to the foregoingLimited Partners when any action under this Section 15.1 is taken.

Amendments to be Adopted Solely by the Managing General Partner. Each Partner agrees that the The Managing General Partner, without the consent or approval at the time of any other Partnerthe Limited Partners, may amend any provision of this Agreement Agreement, and execute, swear to, acknowledge, deliver, file and record whatever all documents may be required or desirable in connection therewith, to reflect: (a) a change in the name of the Partnership, Partnership or 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, termination or withdrawal or removal of Partners in accordance with this Agreement; (c) additions to the obligations of the General Partners or surrender any right or power granted to the General Partners or any Affiliate of the General Partners for the benefit of the Limited Partners; (d) the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Section 5.2(a); (e) a change that the Managing General Partner determines to be 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 have limited liability under the laws of any state or that is necessary or advisable in the opinion of the Managing General Partner to ensure that the Group Members Partnership will not be treated as associations an association taxable as corporations or otherwise taxed as entities a corporation for federal income tax purposes; (df) a change that the Managing General Partner determines is (i) of an inconsequential nature and does not adversely affect the Limited Partners (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 desirable to cure any ambiguity, to correct or supplement any provision herein that would be inconsistent with any other provision herein or to make any other provision with respect to matters or questions arising under this Agreement that will not be inconsistent with the provision of this Agreement; (Aiii) necessary or desirable to 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 statute; (including the Delaware Activ) necessary or (B) desirable to facilitate the trading of the Units (including Units, as contemplated in the division Investor Partnership Agreement, or the shares of any class or classes of Outstanding Units into different classes to facilitate uniformity of tax consequences within such classes of Units) Common Stock, or comply with any rule, regulation, regulation guideline or requirement of any National Securities Exchange securities exchange on which any class the Units or the shares of Partnership Interests Common Stock are or will be listed or admitted to for trading, (iii) to be necessary or appropriate in connection compliance with action taken by any of which the Managing General Partner pursuant deems to Section 5.8 be in the interests of the Partnership and the Limited Partners; (v) necessary to conform this Agreement to any amendments made in the Investors Partnership Agreement in accordance with the terms thereof; or (ivvi) 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; (eg) a change in the fiscal year any provision of this Agreement which requires any action to be taken by or taxable year on behalf of the Partnership and any other changes that the Managing 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 Managing 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 Partners or CVR Energy, Inc. (for so long as CVR Energy, Inc. continues pursuant to own the Special General Partner) or their directors, officers, trustees or agents from in any manner being subjected to requirements of applicable Delaware law if the provisions of the Investment Company Act of 1940, as applicable Delaware law are amended, the Investment Advisers Act of 1940, as amended, modified 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 revoked so that the Managing General Partner determines to be necessary or appropriate in connection with the creation, authorization or issuance taking of any class or series of Partnership Interests pursuant to Section 5.4such action is no longer required; (h) to reflect such changes as are reasonably necessary for any amendment expressly permitted Partner to maintain its status as a "qualified REIT subsidiary" within the meaning of Section 856(i)(2) of the Code; or (i) any other amendments similar to the foregoing. The authority set forth in this Section 15.1 shall specifically include the authority to make such amendments to this Agreement and to be made the Certificate of Limited Partnership as the Managing General Partner deems necessary or desirable in the event the Delaware RULPA is amended to eliminate or change any provision now in effect. Without limiting the foregoing, the Limited Partners shall, upon the request of the Managing General Partner, execute, swear to or acknowledge any document determined by the Managing General Partner acting alone; (i) an amendment effected, necessitated or contemplated by a Merger Agreement approved in accordance with Section 14.3; (j) an amendment that the Managing General Partner determines to be necessary required 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, desirable in connection with the conduct by the Partnership of activities permitted by the terms of Section 2.4; (k) a merger or conveyance pursuant to Section 14.3(d); or (l) any other amendments substantially similar foregoing. The Managing General Partner shall provide notice to the foregoingLimited Partners when any action under this Section 15.1 is taken.