Common use of Other Authority Clause in Contracts

Other Authority. The General Partner agrees to use its best efforts to operate the Partnership in such a way that (i) the Partnership would be exempt from the provisions of the Investment Company Act, (ii) none of the Partnership's assets would be deemed to be "plan assets" for purposes of Section 4975 of the Code or ERISA, (iii) the Partnership would be in compliance with the Advisers Act, and (iv) the Partnership would be in compliance with any other material law, regulation, order or guideline applicable to the Partnership. The General Partner is hereby authorized to take any action it has determined in good faith to be necessary or desirable in order for (i) the Partnership's assets not to be "plan assets" for purposes of ERISA, (ii) the Partnership to be exempt from the provisions of the Investment Company Act, (iii) the Partnership not to be in violation of the Advisers Act and (iv) the Partnership not to be in violation of any other material law, regulation, order or guideline applicable to the Partnership, including, in each case, (x) making any structural, operating or other changes in the Partnership by amending this Agreement, (y) requiring the sale in whole or in part of a Limited Partner's limited partner interest in the Partnership with respect to or as a result of whom such violation arose, or otherwise causing the withdrawal of such Limited Partner from the Partnership or (z) dissolving the Partnership. Any action taken by the General Partner pursuant to Section 2.10 shall not require the approval of any Limited Partner.

Other Authority. The General Partner agrees to use its best efforts to operate the Partnership in such a way that (i) the Partnership would be exempt from the provisions of the Investment Company Act, (ii) none of the Partnership's ’s assets would be deemed to be "“plan assets" ” for purposes of Section 4975 of the Code or ERISA, (iii) the Partnership would be in compliance with the Advisers Act, and (iv) the Partnership would be in compliance with any other material law, regulation, order or guideline applicable to the Partnership. The General Partner is hereby authorized to take any action it has determined in good faith to be necessary or desirable in order for (i) the Partnership's ’s assets not to be "“plan assets" ” for purposes of ERISA, (ii) the Partnership to be exempt from the provisions of the Investment Company Act, (iii) the Partnership not to be in violation of the Advisers Act and (iv) the Partnership not to be in violation of any other material law, regulation, order or guideline applicable to the Partnership, including, in each case, (x) making any structural, operating or other changes in the Partnership by amending this Agreement, (y) requiring the sale in whole or in part of a Limited Partner's ’s limited partner interest in the Partnership with respect to or as a result of whom such violation arose, or otherwise causing the withdrawal of such Limited Partner from the Partnership or (z) dissolving the Partnership. Any action taken by the General Partner pursuant to Section 2.10 shall not require the approval of any Limited Partner.

Other Authority. The General Partner agrees to use its best efforts to operate the Partnership in such a way that (i) the Partnership would be exempt from the provisions of the Investment Company Act, (ii) none of the Partnership's assets would be deemed to be "plan assets" for purposes of Section 4975 of the Code or ERISA, (iii) the Partnership would be in compliance with the Advisers Act, and (iv) the Partnership would be in compliance with any other material law, regulation, order or guideline applicable to the Partnership. The General Partner is hereby authorized to take any action it has determined in good faith to be necessary or desirable in order for (i) the Partnership's assets not to be "plan assets" for purposes of ERISA, (ii) the Partnership to be exempt from the provisions of the Investment Company Act, (iii) the Partnership not to be in violation of the Advisers Act and (iv) the Partnership not to be in violation of any other material law, regulation, order or guideline applicable to the Partnership, including, in each case, (x) making any structural, operating or other changes in the Partnership by amending this Agreement, (y) requiring the sale in whole or in part of a an Individual Limited Partner's limited partner interest in the Partnership with respect to or as a result of whom such violation arose, or otherwise causing the withdrawal of such Individual Limited Partner from the Partnership Partnership, or (z) dissolving the Partnership. Any action taken by the General Partner pursuant to Section 2.10 shall not require the approval of any Individual Limited Partner.