Common use of Substitution or Variation Clause in Contracts

Substitution or Variation. (i) At any time following a Tax Event, the Partnership may, without the consent of any Series 1 Holder, vary the terms of the Series 1 Preferred Units such that they remain securities, or exchange the Series 1 Preferred Units with new securities, which would eliminate the substantial probability that the Partnership or any Successor Entity would be required to pay any Additional Amounts with respect to the Series 1 Preferred Units as a result of a Change in Tax Law. The terms of the varied securities or new securities considered in the aggregate cannot be less favorable to holders than the terms of the Series 1 Preferred Units prior to being varied or exchanged; provided that no such variation of terms or securities received in exchange shall change the specified denominations of, distribution payable on, the redemption dates (other than any extension of the period during which an optional redemption may not be exercised by the Partnership) or currency of, the Series 1 Preferred Units, reduce the Series 1 Liquidation Preference, lower the ranking in right of payment with respect to the payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up of the Series 1 Preferred Units, or change the foregoing list of items that may not be so amended as part of such variation or exchange. Further, no such variation of terms or securities received in exchange shall impair the right of a holder of the securities to institute suit for the payment of any amounts due, but unpaid with respect to such holder’s securities. (ii) Prior to any variation or exchange, the Partnership shall be required to receive an opinion of independent legal advisers to the effect that holders and beneficial owners of the Series 1 Preferred Units (including as holders and beneficial owners of the varied or exchanged securities) will not recognize income, gain or loss for United States or Canadian federal income tax purposes as a result of such variation or exchange and will be subject to United States or Canadian federal income tax on the same amounts, in the same manner and at the same times as would have been the case had such variation or exchange not occurred. (iii) Any variation or exchange of the Series 1 Preferred Units described above shall be made after notice is given to the Series 1 Holders not less than 30 days nor more than 60 days prior to the date fixed for variation or exchange, as applicable.

Substitution or Variation. (i) i. At any time following a Tax Event, the Partnership may, without the consent of any Series 1 17 Holder, vary the terms of the Series 1 17 Preferred Units such that they remain securities, or exchange the Series 1 17 Preferred Units with new securities, which would eliminate the substantial probability that the Partnership or any Successor Entity would be required to pay any Additional Amounts with respect to the Series 1 17 Preferred Units as a result of a Change in Tax Law. The terms of the varied securities or new securities considered in the aggregate cannot be less favorable to holders than the terms of the Series 1 17 Preferred Units prior to being varied or exchanged; provided that no such variation of terms or securities received in exchange shall change the specified denominations of, distribution payable on, the redemption dates (other than any extension of the period during which an optional redemption may not be exercised by the Partnership) or currency of, the Series 1 17 Preferred Units, reduce the Series 1 Liquidation Preferenceliquidation preference thereof, lower the ranking in right of payment with respect to the payment of distributions or the distribution of assets upon liquidation, dissolution or winding-winding- up of the Series 1 17 Preferred Units, whether voluntary or involuntary, or change the foregoing list of items that may not be so amended as part of such variation or exchange. Further, no such variation of terms or securities received in exchange shall impair the right of a holder of the securities to institute suit for the payment of any amounts due, but unpaid with respect to such holder’s securities. (ii) . Prior to any variation or exchange, the Partnership shall be required to receive an opinion of independent legal advisers to the effect that holders and beneficial owners of the Series 1 17 Preferred Units (including as holders and beneficial owners of the varied or exchanged securities) will not recognize income, gain or loss for United States or Canadian federal income tax purposes as a result of such variation or exchange and will be subject to United States or Canadian federal income tax on the same amounts, in the same manner and at the same times as would have been the case had such variation or exchange not occurred. (iii) . Any variation or exchange of the Series 1 17 Preferred Units described above shall be made after notice is given to the Series 1 17 Holders not less than 30 25 days nor more than 60 days prior to the date fixed for variation or exchange, as applicable.

Substitution or Variation. (ia) At any time following a Tax Event or at any time following a Capital Disqualification Event, the Partnership Company may, without the consent of any holders of the Series 1 HolderC Preference Shares, vary the terms of the Series 1 Preferred Units C Preference Shares such that they remain securities, or exchange the Series 1 Preferred Units C Preference Shares with new securities, which (i) in the case of a Tax Event, would eliminate the substantial probability that the Partnership Company or any Successor Entity Company would be required to pay any Additional Amounts additional amounts with respect to the Series 1 Preferred Units C Preference Shares as a result of a Change in Tax LawLaw or (ii) in the case of a Capital Disqualification Event, for purposes of determining the solvency margin, capital adequacy ratios or any other comparable ratios, regulatory capital resource or level of the Company or any member thereof, where subdivided into tiers, qualify as Tier 1 capital (or a substantially similar concept) under the capital guidelines of the Company’s Capital Regulator. The In either case, the terms of the varied securities or new securities considered in the aggregate cannot be less favorable to holders than the terms of the Series 1 Preferred Units C Preference Shares prior to being varied or exchanged; provided that no such variation of terms or securities received in exchange shall change the specified denominations of, distribution dividend payable on, the redemption dates Redemption Dates (other than any extension of the period during which an optional redemption may not be exercised by the PartnershipCompany) or currency of, the Series 1 Preferred UnitsC Preference Shares, reduce the Series 1 Liquidation Preferenceliquidation preference thereof, lower the ranking in right of payment with respect to the payment of distributions dividends or the distribution of assets upon liquidation, dissolution or winding-up of the Series 1 Preferred UnitsC Preference Shares, or change the foregoing list of items that may not be so amended as part of such variation substitution or exchangevariation. Further, no such variation of terms or securities received in exchange shall impair the right of a holder of the securities to institute suit for the payment of any amounts duedue (as provided under this Certificate of Designations), but unpaid with respect to such holder’s securities. (iib) Prior to any variation substitution or exchangevariation, the Partnership Company shall be required to receive an opinion of independent legal advisers of recognized standing to the effect that holders and beneficial owners of the Series 1 Preferred Units C Preference Shares (including as holders and beneficial owners of the varied or exchanged securities) will not recognize income, gain or loss for United States or Canadian federal income tax purposes as a result of such substitution or variation or exchange and will be subject to United States or Canadian federal income tax on the same amounts, in the same manner and at the same times as would have been the case had such substitution or variation or exchange not occurred. (iiic) Any substitution or variation or exchange of the Series 1 Preferred Units C Preference Shares described above shall be made after notice is given to the holders of the Series 1 Holders C Preference Shares not less than 30 15 days nor more than 60 days prior to the date fixed for variation substitution or exchangevariation, as applicable.

Substitution or Variation. (i) i. At any time following a Tax Event, the Partnership may, without the consent of any Series 1 2 Holder, vary the terms of the Series 1 2 Preferred Units such that they remain securities, or exchange the Series 1 2 Preferred Units with new securities, which would eliminate the substantial probability that the Partnership or any Successor Entity would be required to pay any Additional Amounts with respect to the Series 1 2 Preferred Units as a result of a Change in Tax Law. The terms of the varied securities or new securities considered in the aggregate cannot be less favorable to holders than the terms of the Series 1 2 Preferred Units prior to being varied or exchanged; provided that no such variation of terms or securities received in exchange shall change the specified denominations of, distribution payable on, the redemption dates (other than any extension of the period during which an optional redemption may not be exercised by the Partnership) or currency of, the Series 1 2 Preferred Units, reduce the Series 1 Liquidation Preferenceliquidation preference thereof, lower the ranking in right of payment with respect to the payment of distributions or the distribution of assets upon liquidation, dissolution or winding-winding- up of the Series 1 2 Preferred Units, or change the foregoing list of items that may not be so amended as part of such variation or exchange. Further, no such variation of terms or securities received in exchange shall impair the right of a holder of the securities to institute suit for the payment of any amounts due, but unpaid with respect to such holder’s securities. (ii) . Prior to any variation or exchange, the Partnership shall be required to receive an opinion of independent legal advisers to the effect that holders and beneficial owners of the Series 1 2 Preferred Units (including as holders and beneficial owners of the varied or exchanged securities) will not recognize income, gain or loss for United States or Canadian federal income tax purposes as a result of such variation or exchange and will be subject to United States or Canadian federal income tax on the same amounts, in the same manner and at the same times as would have been the case had such variation or exchange not occurred. (iii) . Any variation or exchange of the Series 1 2 Preferred Units described above shall be made after notice is given to the Series 1 2 Holders not less than 30 days nor more than 60 days prior to the date fixed for variation or exchange, as applicable.

Substitution or Variation. (i) i. At any time following a Tax Event, the Partnership may, without the consent of any Series 1 14 Holder, vary the terms of the Series 1 14 Preferred Units such that they remain securities, or exchange the Series 1 14 Preferred Units with new securities, which would eliminate the substantial probability that the Partnership or any Successor Entity would be required to pay any Additional Amounts with respect to the Series 1 14 Preferred Units as a result of a Change in Tax Law. The terms of the varied securities or new securities considered in the aggregate cannot be less favorable to holders than the terms of the Series 1 14 Preferred Units prior to being varied or exchanged; provided that no such variation of terms or securities received in exchange shall change the specified denominations of, distribution payable on, the redemption dates (other than any extension of the period during which an optional redemption may not be exercised by the Partnership) or currency of, the Series 1 14 Preferred Units, reduce the Series 1 Liquidation Preferenceliquidation preference thereof, lower the ranking in right of payment with respect to the payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up of the Series 1 14 Preferred Units, or change the foregoing list of items that may not be so amended as part of such variation or exchange. Further, no such variation of terms or securities received in exchange shall impair the right of a holder of the securities to institute suit for the payment of any amounts due, but unpaid with respect to such holder’s securities. (ii) . Prior to any variation or exchange, the Partnership shall be required to receive an opinion of independent legal advisers to the effect that holders and beneficial owners of the Series 1 14 Preferred Units (including as holders and beneficial owners of the varied or exchanged securities) will not recognize income, gain or loss for United States or Canadian federal income tax purposes as a result of such variation or exchange and will be subject to United States or Canadian federal income tax on the same amounts, in the same manner and at the same times as would have been the case had such variation or exchange not occurred. (iii) . Any variation or exchange of the Series 1 14 Preferred Units described above shall be made after notice is given to the Series 1 14 Holders not less than 30 days nor more than 60 days prior to the date fixed for variation or exchange, as applicable.

Substitution or Variation. (ia) At In lieu of redemption, at any time following a Tax Event or at any time following a Capital Disqualification Event, the Partnership Company may, without the consent of any holders of the Series 1 HolderB Preference Shares, vary the terms of the Series 1 Preferred Units B Preference Shares such that they remain securities, or exchange the Series 1 Preferred Units B Preference Shares with new securities, which (i) in the case of a Tax Event, would eliminate the substantial probability that the Partnership Company or any Successor Entity Company would be required to pay any Additional Amounts additional amounts with respect to the Series 1 Preferred Units B Preference Shares as a result of a Change in Tax Law, or (ii) in the case of a Capital Disqualification Event, for purposes of determining the solvency margin, capital adequacy ratios or any other comparable ratios, regulatory capital resource or level of the Company or any member thereof, where subdivided into tiers, qualify as Tier 1 or Tier 2 capital securities under then-applicable Capital Adequacy Regulations imposed upon the Company by the BMA (or any successor agency or then-applicable regulatory authority) which would include, without limitation, the Company’s individual and group Enhanced Capital Requirements. The In either case, the terms of the varied securities or new securities considered in the aggregate cannot be less favorable to holders than the terms of the Series 1 Preferred Units B Preference Shares prior to being varied or exchanged; provided that no such variation of terms or securities received in exchange shall change the specified denominations of, distribution dividend payable on, the redemption dates (other than any extension of the period during which an optional redemption may not be exercised by the PartnershipCompany) or currency of, the Series 1 Preferred UnitsB Preference Shares, reduce the Series 1 Liquidation Preferenceliquidation preference thereof, lower the ranking in right of payment with respect to the payment of distributions dividends or the distribution of assets upon liquidation, dissolution or winding-up of the Series 1 Preferred UnitsB Preference Shares, or change the foregoing list of items that may not be so amended as part of such variation or exchange. Further, no such variation of terms or securities received in exchange shall impair the right of a holder of the securities to institute suit for the payment of any amounts duedue (as provided under this Certificate of Designations), but unpaid with respect to such holder’s securities. (iib) Prior to any variation or exchange, the Partnership shall Company will be required to receive an opinion of independent legal advisers of recognized standing to the effect that holders and beneficial owners of the Series 1 Preferred Units B Preference Shares (including as holders and beneficial owners of the varied or exchanged securities) will not recognize income, gain or loss for United States or Canadian federal income tax purposes as a result of such variation or exchange and will be subject to United States or Canadian federal income tax on the same amounts, in the same manner and at the same times as would have been the case had such variation or exchange not occurred. (iiic) Any variation or exchange of the Series 1 Preferred Units B Preference Shares described above shall will be made after notice is given to the holders of the Series 1 Holders B Preference Shares not less than 30 days nor more than 60 days prior to the date fixed for variation or exchange, as applicable.

Substitution or Variation. (i) i. At any time following a Tax Event, the Partnership may, without the consent of any Series 1 Holder, vary the terms of the Series 1 Preferred Units such that they remain securities, or exchange the Series 1 Preferred Units with new securities, which would eliminate the substantial probability that the Partnership or any Successor Entity would be required to pay any Additional Amounts with respect to the Series 1 Preferred Units as a result of a Change in Tax Law. The terms of the varied securities or new securities considered in the aggregate cannot be less favorable to holders than the terms of the Series 1 Preferred Units prior to being varied or exchanged; provided that no such variation of terms or securities received in exchange shall change the specified denominations of, distribution payable on, the redemption dates (other than any extension of the period during which an optional redemption may not be exercised by the Partnership) or currency of, the Series 1 Preferred Units, reduce the Series 1 Liquidation Preferenceliquidation preference thereof, lower the ranking in right of payment with respect to the payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up of the Series 1 Preferred Units, or change the foregoing list of items that may not be so amended as part of such variation or exchange. Further, no such variation of terms or securities received in exchange shall impair the right of a holder of the securities to institute suit for the payment of any amounts due, but unpaid with respect to such holder’s securities. (ii) . Prior to any variation or exchange, the Partnership shall be required to receive an opinion of independent legal advisers to the effect that holders and beneficial owners of the Series 1 Preferred Units (including as holders and beneficial owners of the varied or exchanged securities) will not recognize income, gain or loss for United States or Canadian federal income tax purposes as a result of such variation or exchange and will be subject to United States or Canadian federal income tax on the same amounts, in the same manner and at the same times as would have been the case had such variation or exchange not occurred. (iii) . Any variation or exchange of the Series 1 Preferred Units described above shall be made after notice is given to the Series 1 Holders not less than 30 days nor more than 60 days prior to the date fixed for variation or exchange, as applicable.

Substitution or Variation. (ia) At any time following a Tax Event or at any time following a Capital Disqualification Event, the Partnership Company may, without the consent of any holders of the Series 1 HolderA Preference Shares, vary the terms of the Series 1 Preferred Units A Preference Shares such that they remain securities, or exchange the Series 1 Preferred Units A Preference Shares with new securities, which (i) in the case of a Tax Event, would eliminate the substantial probability that the Partnership Company or any Successor Entity Company would be required to pay any Additional Amounts additional amounts with respect to the Series 1 Preferred Units A Preference Shares as a result of a Change in Tax LawLaw or (ii) in the case of a Capital Disqualification Event, for purposes of determining the solvency margin, capital adequacy ratios or any other comparable ratios, regulatory capital resource or level of the Company or any member thereof, where subdivided into tiers, qualify as Tier 1 capital (or a substantially similar concept) under the capital guidelines of the Company’s Capital Regulator. The In either case, the terms of the varied securities or new securities considered in the aggregate cannot be less favorable to holders than the terms of the Series 1 Preferred Units A Preference Shares prior to being varied or exchanged; provided that no such variation of terms or securities received in exchange shall change the specified denominations of, distribution dividend payable on, the redemption dates Redemption Dates (other than any extension of the period during which an optional redemption may not be exercised by the PartnershipCompany) or currency of, the Series 1 Preferred UnitsA Preference Shares, reduce the Series 1 Liquidation Preferenceliquidation preference thereof, lower the ranking in right of payment with respect to the payment of distributions dividends or the distribution of assets upon liquidation, dissolution or winding-up of the Series 1 Preferred UnitsA Preference Shares, or change the foregoing list of items that may not be so amended as part of such variation substitution or exchangevariation. Further, no such variation of terms or securities received in exchange shall impair the right of a holder of the securities to institute suit for the payment of any amounts duedue (as provided under this Certificate of Designations), but unpaid with respect to such holder’s securities. (iib) Prior to any variation substitution or exchangevariation, the Partnership Company shall be required to receive an opinion of independent legal advisers of recognized standing to the effect that holders and beneficial owners of the Series 1 Preferred Units A Preference Shares (including as holders and beneficial owners of the varied or exchanged securities) will not recognize income, gain or loss for United States or Canadian federal income tax purposes as a result of such substitution or variation or exchange and will be subject to United States or Canadian federal income tax on the same amounts, in the same manner and at the same times as would have been the case had such substitution or variation or exchange not occurred. (iiic) Any substitution or variation or exchange of the Series 1 Preferred Units A Preference Shares described above shall be made after notice is given to the holders of the Series 1 Holders A Preference Shares not less than 30 days nor more than 60 days prior to the date fixed for variation substitution or exchangevariation, as applicable.

Substitution or Variation. (i) i. At any time following a Tax Event, the Partnership may, without the consent of any Series 1 13 Holder, vary the terms of the Series 1 13 Preferred Units such that they remain securities, or exchange the Series 1 13 Preferred Units with new securities, which would eliminate the substantial probability that the Partnership or any Successor Entity would be required to pay any Additional Amounts with respect to the Series 1 13 Preferred Units as a result of a Change in Tax Law. The terms of the varied securities or new securities considered in the aggregate cannot be less favorable to holders than the terms of the Series 1 13 Preferred Units prior to being varied or exchanged; provided that no such variation of terms or securities received in exchange shall change the specified denominations of, distribution payable on, the redemption dates (other than any extension of the period during which an optional redemption may not be exercised by the Partnership) or currency of, the Series 1 13 Preferred Units, reduce the Series 1 Liquidation Preferenceliquidation preference thereof, lower the ranking in right of payment with respect to the payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up of the Series 1 13 Preferred Units, or change the foregoing list of items that may not be so amended as part of such variation or exchange. Further, no such variation of terms or securities received in exchange shall impair the right of a holder of the securities to institute suit for the payment of any amounts due, but unpaid with respect to such holder’s securities. (ii) . Prior to any variation or exchange, the Partnership shall be required to receive an opinion of independent legal advisers to the effect that holders and beneficial owners of the Series 1 13 Preferred Units (including as holders and beneficial owners of the varied or exchanged securities) will not recognize income, gain or loss for United States or Canadian federal income tax purposes as a result of such variation or exchange and will be subject to United States or Canadian federal income tax on the same amounts, in the same manner and at the same times as would have been the case had such variation or exchange not occurred. (iii) . Any variation or exchange of the Series 1 13 Preferred Units described above shall be made after notice is given to the Series 1 13 Holders not less than 30 days nor more than 60 days prior to the date fixed for variation or exchange, as applicable.

Substitution or Variation. (ia) At In lieu of redemption, at any time following a Tax Event or at any time following a Capital Disqualification Event, the Partnership Company may, without the consent of any holders of the Series 1 HolderA Preference Shares, vary the terms of the Series 1 Preferred Units A Preference Shares such that they remain securities, or exchange the Series 1 Preferred Units A Preference Shares with new securities, which (i) in the case of a Tax Event, would eliminate the substantial probability that the Partnership Company or any Successor Entity Company would be required to pay any Additional Amounts additional amounts with respect to the Series 1 Preferred Units A Preference Shares as a result of a Change in Tax Law, or (ii) in the case of a Capital Disqualification Event, for purposes of determining the solvency margin, capital adequacy ratios or any other comparable ratios, regulatory capital resource or level of the Company or any member thereof, where subdivided into tiers, qualify as Tier 1 or Tier 2 capital securities under then-applicable Capital Adequacy Regulations imposed upon the Company by the BMA (or any successor agency or then-applicable regulatory authority) which may include enhanced capital adequacy regulation designed to achieve full equivalency under the Solvency II Directive (Directive 2009/13/EC) and, which includes the Company’s individual and group Enhanced Capital Requirements. The In either case, the terms of the varied securities or new securities considered in the aggregate cannot be less favorable to holders than the terms of the Series 1 Preferred Units A Preference Shares prior to being varied or exchanged; provided that no such variation of terms or securities received in exchange shall change the specified denominations of, distribution dividend payable on, the redemption dates (other than any extension of the period during which an optional redemption may not be exercised by the PartnershipCompany) or currency of, the Series 1 Preferred UnitsA Preference Shares, reduce the Series 1 Liquidation Preferenceliquidation preference thereof, lower the ranking in right of payment with respect to the payment of distributions dividends or the distribution of assets upon liquidation, dissolution or winding-up of the Series 1 Preferred UnitsA Preference Shares, or change the foregoing list of items that may not be so amended as part of such variation or exchange. Further, no such variation of terms or securities received in exchange shall impair the right of a holder of the securities to institute suit for the payment of any amounts duedue (as provided under this Certificate of Designations), but unpaid with respect to such holder’s securities. (iib) Prior to any variation or exchange, the Partnership shall Company will be required to receive an opinion of independent legal advisers of recognized standing to the effect that holders and beneficial owners of the Series 1 Preferred Units A Preference Shares (including as holders and beneficial owners of the varied or exchanged securities) will not recognize income, gain or loss for United States or Canadian federal income tax purposes as a result of such variation or exchange and will be subject to United States or Canadian federal income tax on the same amounts, in the same manner and at the same times as would have been the case had such variation or exchange not occurred. (iiic) Any variation or exchange of the Series 1 Preferred Units A Preference Shares described above shall will be made after notice is given to the holders of the Series 1 Holders A Preference Shares not less than 30 days nor more than 60 days prior to the date fixed for variation or exchange, as applicable.

Substitution or Variation. (ia) At any time following a Tax Event or at any time following a Capital Disqualification Event, the Partnership Company may, without the consent of any holders of the Series 1 HolderB Preference Shares, vary the terms of the Series 1 Preferred Units B Preference Shares such that they remain securities, or exchange the Series 1 Preferred Units B Preference Shares with new securities, which (i) in the case of a Tax Event, would eliminate the substantial probability that the Partnership Company or any Successor Entity Company would be required to pay any Additional Amounts additional amounts with respect to the Series 1 Preferred Units as a result B Preference Shares or (ii) in the case of a Change in Tax LawCapital Disqualification Event, would cause the Series B Preference Shares to become securities that qualify as at least Tier 2 capital, where capital is subdivided into tiers or its equivalent under then-applicable Capital Adequacy Regulations imposed upon us by the Applicable Supervisor, including the Enhanced Capital Requirement, for purposes of determining the solvency margin, capital adequacy ratios or any other comparable ratios, regulatory capital resource or level of the Company or any subsidiary thereof. The In either case, the terms of the varied securities or new securities considered in the aggregate cannot be less favorable to holders than the terms of the Series 1 Preferred Units B Preference Shares prior to being varied or exchanged; provided that no such variation of terms or securities received in exchange shall change the specified denominations of, distribution dividend payable on, the redemption dates Redemption Dates (other than any extension of the period during which an optional redemption may not be exercised by the PartnershipCompany) or currency of, the Series 1 Preferred UnitsB Preference Shares, reduce the Series 1 Liquidation Preferenceliquidation preference thereof, lower the ranking in right of payment with respect to the payment of distributions dividends or the distribution of assets upon liquidation, dissolution or winding-up of the Series 1 Preferred UnitsB Preference Shares, or change the foregoing list of items that may not be so amended as part of such variation substitution or exchangevariation. Further, no such variation of terms or securities received in exchange shall impair the right of a holder of the securities to institute suit for the payment of any amounts duedue (as provided under this Certificate of Designations), but unpaid with respect to such holder’s securities. (iib) Prior to any variation substitution or exchangevariation, the Partnership Company shall be required to receive an opinion deliver a certificate signed by two executive officers of independent legal advisers the Company to the effect transfer agent for the Series B Preference Shares confirming that (x) a Capital Disqualification Event or a Tax Event has occurred and is continuing (as reasonably determined by the Company) and (y) the terms of the varied or new securities, considered in the aggregate, are not less favorable, including from a financial perspective, to holders and beneficial owners of the Series 1 Preferred Units (including as holders and beneficial owners B Preference Shares than the terms of the Series B Preference Shares prior to being varied or exchanged securities) will not recognize income, gain or loss for United States or Canadian federal income tax purposes (as a result of such variation or exchange and will be subject to United States or Canadian federal income tax on reasonably determined by the same amounts, in the same manner and at the same times as would have been the case had such variation or exchange not occurredCompany). (iiic) Any substitution or variation or exchange of the Series 1 Preferred Units B Preference Shares described above shall be made after notice is given to the holders of the Series 1 Holders B Preference Shares not less than 30 15 days nor more than 60 days prior to the date fixed for variation substitution or exchangevariation, as applicable.

Substitution or Variation. (i) i. At any time following a Tax Event, the Partnership may, without the consent of any Series 1 3 Holder, vary the terms of the Series 1 3 Preferred Units such that they remain securities, or exchange the Series 1 3 Preferred Units with new securities, which would eliminate the substantial probability that the Partnership or any Successor Entity would be required to pay any Additional Amounts with respect to the Series 1 3 Preferred Units as a result of a Change in Tax Law. The terms of the varied securities or new securities considered in the aggregate cannot be less favorable to holders than the terms of the Series 1 3 Preferred Units prior to being varied or exchanged; provided that no such variation of terms or securities received in exchange shall change the specified denominations of, distribution payable on, the redemption dates (other than any extension of the period during which an optional redemption may not be exercised by the Partnership) or currency of, the Series 1 3 Preferred Units, reduce the Series 1 Liquidation Preferenceliquidation preference thereof, lower the ranking in right of payment with respect to the payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up of the Series 1 3 Preferred Units, or change the foregoing list of items that may not be so amended as part of such variation or exchange. Further, no such variation of terms or securities received in exchange shall impair the right of a holder of the securities to institute suit for the payment of any amounts due, but unpaid with respect to such holder’s securities. (ii) . Prior to any variation or exchange, the Partnership shall be required to receive an opinion of independent legal advisers to the effect that holders and beneficial owners of the Series 1 3 Preferred Units (including as holders and beneficial owners of the varied or exchanged securities) will not recognize income, gain or loss for United States or Canadian federal income tax purposes as a result of such variation or exchange and will be subject to United States or Canadian federal income tax on the same amounts, in the same manner and at the same times as would have been the case had such variation or exchange not occurred. (iii) . Any variation or exchange of the Series 1 3 Preferred Units described above shall be made after notice is given to the Series 1 3 Holders not less than 30 days nor more than 60 days prior to the date fixed for variation or exchange, as applicable.

Substitution or Variation. (i) i. At any time following a Tax Event, the Partnership may, without the consent of any Series 1 14 Holder, vary the terms of the Series 1 14 Preferred Units such that they remain securities, or exchange the Series 1 14 Preferred Units with new securities, which would eliminate the substantial probability that the Partnership or any Successor Entity would be required to pay any Additional Amounts with respect to the Series 1 14 Preferred Units as a result of a Change in Tax Law. The terms of the varied securities or new securities considered in the aggregate cannot be less favorable to holders than the terms of the Series 1 14 Preferred Units prior to being varied or exchanged; provided that no such variation of terms or securities received in exchange shall change the specified denominations of, distribution payable on, the redemption dates (other than any extension of the period during which an optional redemption may not be exercised by the Partnership) or currency of, the Series 1 14 Preferred Units, reduce the Series 1 Liquidation Preferenceliquidation preference thereof, lower the ranking in right of payment with respect to the payment of distributions or the distribution of assets upon liquidation, dissolution or winding-winding- up of the Series 1 14 Preferred Units, or change the foregoing list of items that may not be so amended as part of such variation or exchange. Further, no such variation of terms or securities received in exchange shall impair the right of a holder of the securities to institute suit for the payment of any amounts due, but unpaid with respect to such holder’s securities. (ii) . Prior to any variation or exchange, the Partnership shall be required to receive an opinion of independent legal advisers to the effect that holders and beneficial owners of the Series 1 14 Preferred Units (including as holders and beneficial owners of the varied or exchanged securities) will not recognize income, gain or loss for United States or Canadian federal income tax purposes as a result of such variation or exchange and will be subject to United States or Canadian federal income tax on the same amounts, in the same manner and at the same times as would have been the case had such variation or exchange not occurred. (iii) . Any variation or exchange of the Series 1 14 Preferred Units described above shall be made after notice is given to the Series 1 14 Holders not less than 30 days nor more than 60 days prior to the date fixed for variation or exchange, as applicable.

Substitution or Variation. (i) i. At any time following a Tax Event, the Partnership may, without the consent of any Series 1 Holder, vary the terms of the Series 1 Preferred Units such that they remain securities, or exchange the Series 1 Preferred Units with new securities, which would eliminate the substantial probability that the Partnership or any Successor Entity would be required to pay any Additional Amounts with respect to the Series 1 Preferred Units as a result of a Change in Tax Law. The terms of the varied securities or new securities considered in the aggregate cannot be less favorable to holders than the terms of the Series 1 Preferred Units prior to being varied or exchanged; provided that no such variation of terms or securities received in exchange shall change the specified denominations of, distribution payable on, the redemption dates (other than any extension of the period during which an optional redemption may not be exercised by the Partnership) or currency of, the Series 1 Preferred Units, reduce the Series 1 Liquidation Preferenceliquidation preference thereof, lower the ranking in right of payment with respect to the payment of distributions or the distribution of assets upon liquidation, dissolution or winding-winding- up of the Series 1 Preferred Units, or change the foregoing list of items that may not be so amended as part of such variation or exchange. Further, no such variation of terms or securities received in exchange shall impair the right of a holder of the securities to institute suit for the payment of any amounts due, but unpaid with respect to such holder’s securities. (ii) . Prior to any variation or exchange, the Partnership shall be required to receive an opinion of independent legal advisers to the effect that holders and beneficial owners of the Series 1 Preferred Units (including as holders and beneficial owners of the varied or exchanged securities) will not recognize income, gain or loss for United States or Canadian federal income tax purposes as a result of such variation or exchange and will be subject to United States or Canadian federal income tax on the same amounts, in the same manner and at the same times as would have been the case had such variation or exchange not occurred. (iii) . Any variation or exchange of the Series 1 Preferred Units described above shall be made after notice is given to the Series 1 Holders not less than 30 days nor more than 60 days prior to the date fixed for variation or exchange, as applicable.

Substitution or Variation. (ia) At any time following a Tax Event or at any time following a Capital Disqualification Event, the Partnership Company may, without the consent of any holders of the Series 1 HolderB Preference Shares, vary the terms of the Series 1 Preferred Units B Preference Shares such that they remain securities, or exchange the Series 1 Preferred Units B Preference Shares with new securities, which (i) in the case of a Tax Event, would eliminate the substantial probability that the Partnership Company or any Successor Entity Company would be required to pay any Additional Amounts additional amounts with respect to the Series 1 Preferred Units B Preference Shares as a result of a Change in Tax LawLaw or (ii) in the case of a Capital Disqualification Event, for purposes of determining the solvency margin, capital adequacy ratios or any other comparable ratios, regulatory capital resource or level of the Company or any member thereof, where subdivided into tiers, qualify as Tier 1 capital (or a substantially similar concept) under the capital guidelines of the Company’s Capital Regulator. The In either case, the terms of the varied securities or new securities considered in the aggregate cannot be less favorable to holders than the terms of the Series 1 Preferred Units B Preference Shares prior to being varied or exchanged; provided that no such variation of terms or securities received in exchange shall change the specified denominations of, distribution dividend payable on, the redemption dates Redemption Dates (other than any extension of the period during which an optional redemption may not be exercised by the PartnershipCompany) or currency of, the Series 1 Preferred UnitsB Preference Shares, reduce the Series 1 Liquidation Preferenceliquidation preference thereof, lower the ranking in right of payment with respect to the payment of distributions dividends or the distribution of assets upon liquidation, dissolution or winding-up of the Series 1 Preferred UnitsB Preference Shares, or change the foregoing list of items that may not be so amended as part of such variation substitution or exchangevariation. Further, no such variation of terms or securities received in exchange shall impair the right of a holder of the securities to institute suit for the payment of any amounts duedue (as provided under this Certificate of Designations), but unpaid with respect to such holder’s securities. (iib) Prior to any variation substitution or exchangevariation, the Partnership Company shall be required to receive an opinion of independent legal advisers of recognized standing to the effect that holders and beneficial owners of the Series 1 Preferred Units B Preference Shares (including as holders and beneficial owners of the varied or exchanged securities) will not recognize income, gain or loss for United States or Canadian federal income tax purposes as a result of such substitution or variation or exchange and will be subject to United States or Canadian federal income tax on the same amounts, in the same manner and at the same times as would have been the case had such substitution or variation or exchange not occurred. (iiic) Any substitution or variation or exchange of the Series 1 Preferred Units B Preference Shares described above shall be made after notice is given to the holders of the Series 1 Holders B Preference Shares not less than 30 15 days nor more than 60 days prior to the date fixed for variation substitution or exchangevariation, as applicable.

Substitution or Variation. (i) i. At any time following a Tax Event, the Partnership may, without the consent of any Series 1 17 Holder, vary the terms of the Series 1 17 Preferred Units such that they remain securities, or exchange the Series 1 17 Preferred Units with new securities, which would eliminate the substantial probability that the Partnership or any Successor Entity would be required to pay any Additional Amounts with respect to the Series 1 17 Preferred Units as a result of a Change in Tax Law. The terms of the varied securities or new securities considered in the aggregate cannot be less favorable to holders than the terms of the Series 1 17 Preferred Units prior to being varied or exchanged; provided that no such variation of terms or securities received in exchange shall change the specified denominations of, distribution payable on, the redemption dates (other than any extension of the period during which an optional redemption may not be exercised by the Partnership) or currency of, the Series 1 17 Preferred Units, reduce the Series 1 Liquidation Preferenceliquidation preference thereof, lower the ranking in right of payment with respect to the payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up of the Series 1 17 Preferred Units, whether voluntary or involuntary, or change the foregoing list of items that may not be so amended as part of such variation or exchange. Further, no such variation of terms or securities received in exchange shall impair the right of a holder of the securities to institute suit for the payment of any amounts due, but unpaid with respect to such holder’s securities. (ii) . Prior to any variation or exchange, the Partnership shall be required to receive an opinion of independent legal advisers to the effect that holders and beneficial owners of the Series 1 17 Preferred Units (including as holders and beneficial owners of the varied or exchanged securities) will not recognize income, gain or loss for United States or Canadian federal income tax purposes as a result of such variation or exchange and will be subject to United States or Canadian federal income tax on the same amounts, in the same manner and at the same times as would have been the case had such variation or exchange not occurred. (iii) . Any variation or exchange of the Series 1 17 Preferred Units described above shall be made after notice is given to the Series 1 17 Holders not less than 30 25 days nor more than 60 days prior to the date fixed for variation or exchange, as applicable.

Substitution or Variation. (i) i. At any time following a Tax Event, the Partnership may, without the consent of any Series 1 13 Holder, vary the terms of the Series 1 13 Preferred Units such that they remain securities, or exchange the Series 1 13 Preferred Units with new securities, which would eliminate the substantial probability that the Partnership or any Successor Entity would be required to pay any Additional Amounts with respect to the Series 1 13 Preferred Units as a result of a Change in Tax Law. The terms of the varied securities or new securities considered in the aggregate cannot be less favorable to holders than the terms of the Series 1 13 Preferred Units prior to being varied or exchanged; provided that no such variation of terms or securities received in exchange shall change the specified denominations of, distribution payable on, the redemption dates (other than any extension of the period during which an optional redemption may not be exercised by the Partnership) or currency of, the Series 1 13 Preferred Units, reduce the Series 1 Liquidation Preferenceliquidation preference thereof, lower the ranking in right of payment with respect to the payment of distributions or the distribution of assets upon liquidation, dissolution or winding-winding- up of the Series 1 13 Preferred Units, or change the foregoing list of items that may not be so amended as part of such variation or exchange. Further, no such variation of terms or securities received in exchange shall impair the right of a holder of the securities to institute suit for the payment of any amounts due, but unpaid with respect to such holder’s securities. (ii) . Prior to any variation or exchange, the Partnership shall be required to receive an opinion of independent legal advisers to the effect that holders and beneficial owners of the Series 1 13 Preferred Units (including as holders and beneficial owners of the varied or exchanged securities) will not recognize income, gain or loss for United States or Canadian federal income tax purposes as a result of such variation or exchange and will be subject to United States or Canadian federal income tax on the same amounts, in the same manner and at the same times as would have been the case had such variation or exchange not occurred. (iii) . Any variation or exchange of the Series 1 13 Preferred Units described above shall be made after notice is given to the Series 1 13 Holders not less than 30 days nor more than 60 days prior to the date fixed for variation or exchange, as applicable.

Substitution or Variation. (i) i. At any time following a Tax Event, the Partnership may, without the consent of any Series 1 3 Holder, vary the terms of the Series 1 3 Preferred Units such that they remain securities, or exchange the Series 1 3 Preferred Units with new securities, which would eliminate the substantial probability that the Partnership or any Successor Entity would be required to pay any Additional Amounts with respect to the Series 1 3 Preferred Units as a result of a Change in Tax Law. The terms of the varied securities or new securities considered in the aggregate cannot be less favorable to holders than the terms of the Series 1 3 Preferred Units prior to being varied or exchanged; provided that no such variation of terms or securities received in exchange shall change the specified denominations of, distribution payable on, the redemption dates (other than any extension of the period during which an optional redemption may not be exercised by the Partnership) or currency of, the Series 1 3 Preferred Units, reduce the Series 1 Liquidation Preferenceliquidation preference thereof, lower the ranking in right of payment with respect to the payment of distributions or the distribution of assets upon liquidation, dissolution or winding-winding- up of the Series 1 3 Preferred Units, or change the foregoing list of items that may not be so amended as part of such variation or exchange. Further, no such variation of terms or securities received in exchange shall impair the right of a holder of the securities to institute suit for the payment of any amounts due, but unpaid with respect to such holder’s securities. (ii) . Prior to any variation or exchange, the Partnership shall be required to receive an opinion of independent legal advisers to the effect that holders and beneficial owners of the Series 1 3 Preferred Units (including as holders and beneficial owners of the varied or exchanged securities) will not recognize income, gain or loss for United States or Canadian federal income tax purposes as a result of such variation or exchange and will be subject to United States or Canadian federal income tax on the same amounts, in the same manner and at the same times as would have been the case had such variation or exchange not occurred. (iii) . Any variation or exchange of the Series 1 3 Preferred Units described above shall be made after notice is given to the Series 1 3 Holders not less than 30 days nor more than 60 days prior to the date fixed for variation or exchange, as applicable.

Substitution or Variation. (ia) At any time following a Tax Event or at any time following a Capital Disqualification Event, the Partnership Company may, without the consent of any holders of the Series 1 HolderB Preference Shares, vary the terms of the Series 1 Preferred Units B Preference Shares such that they remain securities, or exchange the Series 1 Preferred Units B Preference Shares with new securities, which (i) in the case of a Tax Event, would eliminate the substantial probability that the Partnership Company or any Successor Entity Company would be required to pay any Additional Amounts additional amounts with respect to the Series 1 Preferred Units as a result B Preference Shares or (ii) in the case of a Change in Tax LawCapital Disqualification Event, would cause the Series B Preference Shares to become securities that qualify as at least Tier 2 capital, where capital is subdivided into tiers or its equivalent under then-applicable Capital Adequacy Regulations imposed upon us by the Applicable Supervisor, including the Enhanced Capital Requirement, for purposes of determining the solvency margin, capital adequacy ratios or any other comparable ratios, regulatory capital resource or level of the Company or any subsidiary thereof. The In either case, the terms of the varied securities or new securities considered in the aggregate cannot be less favorable to holders than the terms of the Series 1 Preferred Units B Preference Shares prior to being varied or exchanged; provided that no such variation of terms or securities received in exchange shall change the specified denominations of, distribution dividend payable on, the redemption dates Redemption Dates (other than any extension of the period during which an optional redemption may not be exercised by the PartnershipCompany) or currency of, the Series 1 Preferred UnitsB Preference Shares, reduce the Series 1 Liquidation Preferenceliquidation preference thereof, lower the ranking in right of payment with respect to the payment of distributions dividends or the distribution of assets upon liquidation, dissolution or winding-up of the Series 1 Preferred UnitsB Preference Shares, or change the foregoing list of items that may not be so amended as part of such variation substitution or exchangevariation. Further, no such variation of terms or securities received in exchange shall impair the right of a holder of the securities to institute suit for the payment of any amounts due, but unpaid with respect to such holder’s securities.13 (iib) Prior to any variation substitution or exchangevariation, the Partnership Company shall be required to receive an opinion deliver a certificate signed by two executive officers of independent legal advisers the Company to the effect transfer agent for the Series B Preference Shares confirming that (x) a Capital Disqualification Event or a Tax Event has occurred and is continuing (as reasonably determined by the Company) and (y) the terms of the varied or new securities, considered in the aggregate, are not less favorable, including from a financial perspective, to holders and beneficial owners of the Series 1 Preferred Units (including as holders and beneficial owners B Preference Shares than the terms of the Series B Preference Shares prior to being varied or exchanged securities) will not recognize income, gain or loss for United States or Canadian federal income tax purposes (as a result of such variation or exchange and will be subject to United States or Canadian federal income tax on reasonably determined by the same amounts, in the same manner and at the same times as would have been the case had such variation or exchange not occurredCompany). (iiic) Any substitution or variation or exchange of the Series 1 Preferred Units B Preference Shares described above shall be made after notice is given to the holders of the Series 1 Holders B Preference Shares not less than 30 15 days nor more than 60 days prior to the date fixed for variation substitution or exchangevariation, as applicable.

Substitution or Variation. (i) i. At any time following a Tax Event, the Partnership may, without the consent of any Series 1 2 Holder, vary the terms of the Series 1 2 Preferred Units such that they remain securities, or exchange the Series 1 2 Preferred Units with new securities, which would eliminate the substantial probability that the Partnership or any Successor Entity would be required to pay any Additional Amounts with respect to the Series 1 2 Preferred Units as a result of a Change in Tax Law. The terms of the varied securities or new securities considered in the aggregate cannot be less favorable to holders than the terms of the Series 1 2 Preferred Units prior to being varied or exchanged; provided that no such variation of terms or securities received in exchange shall change the specified denominations of, distribution payable on, the redemption dates (other than any extension of the period during which an optional redemption may not be exercised by the Partnership) or currency of, the Series 1 2 Preferred Units, reduce the Series 1 Liquidation Preferenceliquidation preference thereof, lower the ranking in right of payment with respect to the payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up of the Series 1 2 Preferred Units, or change the foregoing list of items that may not be so amended as part of such variation or exchange. Further, no such variation of terms or securities received in exchange shall impair the right of a holder of the securities to institute suit for the payment of any amounts due, but unpaid with respect to such holder’s securities. (ii) . Prior to any variation or exchange, the Partnership shall be required to receive an opinion of independent legal advisers to the effect that holders and beneficial owners of the Series 1 2 Preferred Units (including as holders and beneficial owners of the varied or exchanged securities) will not recognize income, gain or loss for United States or Canadian federal income tax purposes as a result of such variation or exchange and will be subject to United States or Canadian federal income tax on the same amounts, in the same manner and at the same times as would have been the case had such variation or exchange not occurred. (iii) . Any variation or exchange of the Series 1 2 Preferred Units described above shall be made after notice is given to the Series 1 2 Holders not less than 30 days nor more than 60 days prior to the date fixed for variation or exchange, as applicable.