The General Partner shall have fiduciary responsibility for the safekeeping and use of all funds and assets of the Partnership, whether or not in its possession or control, and it shall not employ, or ta.ke actions to permit another to employ, such funds or assets in any manner except for the exclusive benefit of the Partnership. SECTION 17. REORGANIZATION OF GENERAL PARTNER 17.1 Reorganization. The General Partner may reorganize into or reconstitute itself as another form of entity, whether by statutory merger, transfer of assets or equity interests or otherwise, with such other entity succeeding to the General Partner's entire interest as the General Partner of the Partnership (any such reorganization or reconstitution being referred to herein as a reorganization). 17.2 Admission of a Successor General Partner. (a) The admission of a successor General Partner in connection with a reorganization of the General Partner pursuant to Section 17.1 shall be effective only if and after the following conditions are satisfied: (l) the holders of the voting and other equity interests of such successor entity immediately after such reorganization are substantially the same Persons as were the holders of the equity interests of the predecessor General Partner immediately prior to such reorganization; (u) such successor enters into an amendment to this Agreement under which it (a) is admitted as the general partner of the Partnership, (b) agrees to be the general partner of the Partnership and (c) assumes and agrees to perform all of the obligations of the predecessor General Partner hereunder, a copy of which amendment is furnished to the Limited Partners; 112