Common use of Adoption of Amendments; Limitations Thereon Clause in Contracts

Adoption of Amendments; Limitations Thereon. 9.1.1 By their execution of this Agreement, the Class A Limited Partners have thereby signified their approval of all Amendments to the Original Agreement set forth in this Agreement. 9.1.2 This Agreement is subject to amendment only with the written Consent of the General Partner and more than fifty percent (50%) in Interest of the Class A Limited Partners; provided, however, that no amendment to this Agreement may: (a) increase the Capital Contributions required to be made by any Class A Partner or require any Partner to make a loan to the Partnership; convert a Limited Partner's Interest into a General Partner's Interest; modify the limited liability of a Limited Partner; or increase the liabilities or responsibilities of, or diminish the protections of, any Partner under this Agreement; in each case, without the Consent of each such affected Partner; and provided, further, that no amendment which would increase the Capital Contributions required to be made by any Partner may be adopted unless all of the Partners are offered the opportunity to increase their Capital Contributions on a pro rata basis; (b) alter the Interest of any Partner in income, gains, losses or distributions of the Partnership or amend or modify any portion of Article IV without the Consent of each Partner adversely affected by such amendment or modification; provided, however, that (i) neither the admission of additional Limited Partners and General Partners, nor (ii) the reallocation of the Contingent Profits Interest of any Class B Limited Partner nor the issuance of any such Contingent Profits Interest to any new Class B Limited Partner, nor (iii) the cancellation of any such Contingent Profits Interest of any Class B Limited Partner, by the General Partner, in its sole and absolute discretion in accordance with the provisions of this Agreement shall constitute such an alteration, amendment or modification; (c) amend or modify any provision of Article VII in a manner that would further restrict the transferability of a Class A Limited Partner's Interest without the Consent of all of the Limited Partners; (d) amend any provisions hereof which require the Consent, action or approval of a specified percentage in Interest of the Class A Limited Partners without the Consent of such specified percentage in Interest of the Class A Limited Partners; (e) cause the Partnership to lose its status as a partnership for federal income tax purposes; or (f) amend this Section 9.1.1 without the Consent of all of the Class A Limited Partners. 9.1.3 Notwithstanding any provision hereof and in addition to any amendments otherwise authorized hereby, this Agreement may be amended from time to time by the General Partner (i) to add to the representations, duties or obligations of the General Partner or surrender any right or power granted to the General Partner herein; (ii) to cure any ambiguity or correct or supplement any provision hereof which may be inconsistent with any other provision hereof, or correct any printing, stenographic or clerical errors or omissions; (iii) to withdraw one or more Limited Partners, in accordance with the terms of this Agreement; (iv) to amend Schedule A or Schedule B hereto to provide any necessary information regarding any Partner; and (v) to reflect any change in the amount of the Capital Contribution of any Partner in accordance with the terms of this Agreement; provided, however, that no amendment shall be adopted pursuant to this Section 9.1.2 if (a) such amendment would alter the Interest of a Partner in income, gains or losses or distributions or is adverse to the Interests of the Limited Partners, or (b) such amendment would, in the opinion of counsel for the Partnership, alter or result in the alteration of the limited liability of the Limited Partners or the status of the Partnership as a partnership for federal income tax purposes. The General Partner shall send each Limited Partner a copy of any amendment adopted pursuant to this Section 9.1.2. 9.1.4 Upon the adoption of any amendment to this Agreement, the amendment shall be executed by the General Partner and all of the Limited Partners and shall be duly filed in the proper records of each jurisdiction in which filing is necessary for the Partnership to conduct business or to preserve the limited liability of the Limited Partners. Any such amendment may be executed by the General Partner on behalf of the Limited Partners pursuant to the power of attorney granted in Article X.

Adoption of Amendments; Limitations Thereon. 9.1.1 By their execution A. A majority in interest of the Partners may amend this Agreement, the Class A Limited Partners have thereby signified their approval of all Amendments to the Original Agreement set forth in this Agreement. 9.1.2 This Agreement is subject to amendment only with the written Consent of the General Partner and more than fifty percent (50%) in Interest of the Class A Limited Partners; provided, however, that no amendment to this Agreement may: (a1) increase add to, detract from or otherwise modify the Capital Contributions required to be made by any Class A purposes of the Partnership without the Consent of all the Partners; (2) without the Consent of the Partner or require any Partner to make a loan to the Partnership; being affected, convert a Limited Partner's Interest Partnership Units into a General Partner's InterestPartnership Units; modify the limited liability of a Limited Partner; alter the interest of any Partner in Profits, Losses, Distributable Cash From Operations or Distributable Refinancing Proceeds or Distributable Sale Proceeds; or increase the liabilities or responsibilities of, or diminish the rights or protections of, any the General Partner under this Agreement; in each case, without the Consent of each such affected Partner; and provided, further, that no amendment which would increase the Capital Contributions required to be made by any Partner may be adopted unless all of the Partners are offered the opportunity to increase their Capital Contributions on a pro rata basis; (b3) alter modify the Interest method provided in Article Four of any Partner in income, gains, losses or determining Profits and Losses and the order of allocations thereof and of determining distributions of Distributable Cash From Operations or Distributable Refinancing Proceeds or Distributable Sale Proceeds and the Partnership or amend or modify any portion of Article IV order thereof without the Consent of each Partner adversely affected by such amendment or modification; provided, however, that (i) neither the admission of additional Limited Partners and General Partners, nor (ii) the reallocation of the Contingent Profits Interest of any Class B Limited Partner nor the issuance of any such Contingent Profits Interest to any new Class B Limited Partner, nor (iii) the cancellation of any such Contingent Profits Interest of any Class B Limited Partner, by the General Partner, in its sole and absolute discretion in accordance with the provisions of this Agreement shall constitute such an alteration, amendment or modification; (c4) amend Sections 6.2B or modify any provision of Article VII in a manner that would further restrict the transferability of a Class A Limited Partner's Interest 6.3B without the Consent of all of the Limited PartnersGeneral Partner; (d5) amend any provisions provision hereof which require requires the Consent, action or approval of a specified percentage in Interest interest of the Class A Limited Partners without the Consent of such specified percentage in Interest interest of the Class A Limited Partners; (e) cause the Partnership to lose its status as a partnership for federal income tax purposes; or (f6) amend this Section 9.1.1 10.2A without the Consent of all the Partners; or (7) amend Sections 3.3B, 4.1B, 4.2B, 5.4I, 6.2C, 7.1, 7.2, 8.1E, 9.4, 10.1A, 11.2 or this Section 10.2A(7) without the consent of all of the Class A Limited Partnersfollowing Persons which are Partners or holders of a Warrant at the time of such amendment: Entertainment-Media Venture Partners I, L.P., Citicorp or any of their successors or assigns which is an Affiliate thereof. 9.1.3 Notwithstanding any provision hereof and in B. In addition to any amendments otherwise authorized hereby, this Agreement may be amended from time to time by the General Partner without the Consent of any of the Limited Partners (i1) to add to the representations, duties or obligations of the General Partner or surrender any right or power granted to the General Partner herein; , (ii2) to cure any ambiguity or correct or supplement any provision provisions hereof which may be inconsistent with any other provision hereof, or correct any printing, stenographic or clerical errors or omissions; (iii3) to withdraw one conform to any safe harbor provisions which would preserve the substantial economic effect or more Limited Partners, alternative economic effect characterization of the allocations of Profits and Losses set forth in accordance with the terms of this AgreementArticle Four; and (iv4) to amend Schedule A or Schedule B hereto any provision of this Agreement if not adverse to provide any necessary information regarding any Partner; and (v) to reflect any change in the amount interest of the Capital Contribution of any Partner in accordance with the terms of this AgreementLimited Partners; provided, however, that no amendment shall be adopted pursuant to this Section 9.1.2 if 10.2B unless (a) in the case of any amendment referred to in clause (1), (2) or (4) of this Section, such amendment would not alter the Interest interest of a Partner in incomeProfits, gains Losses, Distributable Cash From Operations or losses Distributable Refinancing Proceeds or distributions or Distributable Sale Proceeds and such amendment is not adverse to the Interests interests of the Limited Partners, or ; and (b) such amendment wouldwould not, in the opinion of counsel for the Partnership, alter alter, or result in the alteration of the limited liability of the Limited Partners or the status of the Partnership as a partnership for federal Federal income tax purposes. The General Partner shall send each Limited Partner a copy of any amendment adopted pursuant to this Section 9.1.2. 9.1.4 Upon the adoption of any amendment to this Agreement, the amendment shall be executed by the General Partner and all of the Limited Partners and shall be duly filed in the proper records of each jurisdiction in which filing is necessary for the Partnership to conduct business or to preserve the limited liability of the Limited Partners. Any such amendment may be executed by the General Partner on behalf of the Limited Partners pursuant to the power of attorney granted in Article X.

Adoption of Amendments; Limitations Thereon. 9.1.1 By their execution of 10.1.1 Except as provided in paragraphs 3.3, 5.2, 8.3.1(ii) and 10.1 hereof, this Agreement, the Class A Limited Partners have thereby signified their approval of all Amendments to the Original Agreement set forth in this Agreement. 9.1.2 This Agreement is subject to amendment alteration, amendment, modification or change only with the written Consent of the General Partner and more than fifty percent (50%) at least 51% in Interest Percentage Interests of the Class A Limited Partners, or at least 51% in Percentage Interests of Class A Limited Partners without the Consent of the General Partner; provided, however, and notwithstanding anything to the contrary herein, that no amendment alteration, amendment, modification or change to this Agreement may: (ai) increase add to, detract from or otherwise modify the Capital Contributions required to be made by any Class A Partner or purposes of the Partnership without the Consent of all of the Partners; (ii) require any Partner to make a any loan or capital contribution or infusion to the Partnership; convert a Limited Partner's Interest into a General Partner's Interest; modify the limited liability of a Limited Partner; or increase the liabilities or responsibilities of, or diminish the protections of, of any Partner under this Agreement; in each case, without the Consent of each such affected Partner; and provided, further, that no amendment which would increase the Capital Contributions required to be made by any Partner may be adopted unless all of the Partners are offered the opportunity to increase their Capital Contributions on a pro rata basis; (biii) alter the Interest of any Class A Limited Partner in income, gains, gains and losses or distributions of the Partnership or amend or modify any portion of Article IV Four without the Consent of each Partner adversely affected by such amendment or modificationat least 51% in Percentage Interests of Class A Limited Partners; provided, however, (x) that any such alteration, amendment or modification shall affect each Class A Limited Partner on a pro rata basis (idetermined based on the Percentage Interests of such Class A Limited Partners at the time of such alteration, amendment or modification), (y) that neither the admission of additional Class A Limited Partners and General Partners, nor (ii) in accordance with the reallocation terms of the Contingent Profits Interest of any Class B Limited Partner this Agreement nor the issuance or vesting of additional Limited Partner Interests pursuant to paragraph 3.3 hereof, the attached Schedule C or the Option shall constitute such an alteration, amendment or modification, and (z) that no sale, lease, exchange, transfer or other disposition (other than to the Partnership or any such Contingent Profits Interest to of its subsidiaries) in any new Class B Limited Partnersingle transaction or series of related transactions, nor (iii) of all or substantially all of the cancellation consolidated assets of the Partnership, and no consolidation, merger or business combination transaction involving the Partnership or any such Contingent Profits Interest subsidiary of any Class B Limited Partnerthe Partnership, by in each case whether with or without the Consent of the General Partner, in its sole and absolute discretion in accordance with the provisions of this Agreement shall constitute such an alteration, amendment or modification; (civ) alter the Interest of any Class B Limited Partner in income, gains and losses or amend or modify any provision portion of Article VII Four without the Consent of at least 51% in Percentage Interests of Class B Limited Partners; provided, however, (x) that any such alteration, amendment or modification shall affect each Class B Limited Partner on a pro rata basis (determined based on the Percentage Interests of the Class B Limited Partners at the time of such alteration, amendment or modification), (y) that neither the admission of additional Class B Limited Partners in accordance with the terms of this Agreement nor the issuance of additional Limited Partner Interests pursuant to paragraph 3.3 hereof, the attached Schedule C or the Option shall constitute such an alteration, amendment or modification, and (z) that no sale, lease, exchange, transfer or other disposition (other than to the Partnership or any of its subsidiaries) in any single transaction or series of related transactions, of all or substantially all of the consolidated assets of the Partnership, and no consolidation, merger or business combination transaction involving the Partnership or any subsidiary of the Partnership, in each case whether with or without the Consent of the General Partner, shall constitute such an alteration, amendment or modification; (v) alter the Interest of the General Partner in income, gains and losses or amend or modify any portion of Article Four without the Consent of the General Partner; provided, however, (y) that neither the admission of additional Limited Partners in accordance with the terms of this Agreement nor the issuance of additional Limited Partner Interests pursuant to paragraph 3.3 hereof, the attached Schedule C or the Option shall constitute such an alteration, amendment or modification, and (z) that no sale, lease, exchange, transfer or other disposition (other than to the Partnership or any of its subsidiaries) in any single transaction or series of related transactions, of all or substantially all of the consolidated assets of the Partnership, and no consolidation, merger or business combination transaction involving the Partnership or any subsidiary of the Partnership, in each case whether with or without the Consent of the General Partner, shall constitute such an alteration, amendment or modification; (vi) alter, amend, modify or change any portion of Article Eight in a manner that would further restrict the transferability of a Class A the Interest of any Limited Partner's Interest Partner without the Consent of all of the Limited Partners; (dvii) amend alter, amend, modify or change any provisions hereof which require the Consent, action or approval of a specified percentage in Interest Percentage Interests of the Class A Limited Partners Partners, or any class of Limited Partners, or of the General Partner, or of Jamex Xxxmunications Partners, without the Consent of such specified percentage of Percentage Interests of such Limited Partners, or such class of Limited Partners, or of the General Partner, or of Jamex Xxxmunications Partners, as applicable; (viii) alter, amend, modify or change the provisions of Article One or Article Nine hereof, or paragraphs 3.3, 5.3, 5.4, 5.5, 5.6, 5.7, 6.1, 6.2, 7.1, 7.2, 7.3.2, 7.5, or 7.6 hereof, or the attached Schedule C, or, subject to paragraph 10.1.1 (vi) hereof, this paragraph 10.1, without the Consent of at least 51% in Interest Percentage Interests of the Class A Limited Partners and of the General Partner; provided, however, and notwithstanding anything to the contrary herein, that following any removal of Jamex Xxxmunications Partner as General Partner, paragraph 7.5.2 hereof may not be amended without the consent of Jamex Xxxmunications Partners;. (eix) cause extend the term of the Partnership to lose its status as a partnership for federal income tax purposes; or (f) amend this Section 9.1.1 without the Consent of all at least 51% in Percentage Interests of the Class A Limited Partners and of the General Partner; or (x) expand the Limited Partners' rights or powers beyond the applicable standards of the FCC for exempting a Limited Partner's investment in the Partnership from attribution under 47 U.S.C. 553A (1987) and 47 C.F.R. ss.sx. 76.501 or any successor provisions thereof. 9.1.3 Notwithstanding any provision hereof and in 10.1.2 In addition to any amendments otherwise authorized hereby, this Agreement may be amended from time to time by the General Partner without the Consent of any of the Limited Partners (i) to add to the representations, duties or obligations of the General Partner or surrender any right or power granted to the General Partner herein; (ii) to cure any ambiguity or correct or supplement any provision provisions hereof which may be inconsistent with any other provision hereof, or correct any printing, stenographic or clerical errors or omissions; (iii) to admit one or more Substituted Limited Partners substituted therefor and withdraw one or more Limited Partners, in accordance with the terms of this Agreement; (iv) to amend Schedule A or Schedule B hereto hereto, as applicable, to provide any necessary information regarding any Partner, any successor General Partner hereof or any Substituted Limited Partner; (v) as provided in paragraph 8.3.1(ii); and (vvi) to reflect any change in the amount of the Capital Contribution Accounts or the Percentage Interest of any Partner in accordance with the terms of this Agreement; provided, however, that no amendment shall be adopted pursuant to this Section 9.1.2 if paragraph 10.1.2 unless (a) in the case of any amendment referred to in clause (i) or (ii) of this paragraph, such amendment would not alter the Interest of a Partner in income, gains or losses or distributions and such amendment is for the benefit of, or is not adverse to to, the Interests of the Limited Partners, or and (b) such amendment wouldwould not, in the opinion of counsel for the Partnership, alter alter, or result in the alteration of of, the limited liability of the Limited Partners or the status of the Partnership as a partnership for federal income tax purposes. The General Partner shall send each Limited Partner a copy of any amendment adopted pursuant to this Section 9.1.2paragraph 10.1. 9.1.4 10.1.3 Upon the adoption of any amendment to this Agreement, the amendment shall be executed by the General Partner and all of the Limited Partners and and, if required by law, shall be duly filed recorded in the proper records of the State of Delaware and of each jurisdiction in which filing recordation is necessary for the Partnership to conduct business or to preserve the limited liability of the Limited Partners. Any such amendment may be executed by the General Partner on behalf of the Limited Partners pursuant to the power of attorney granted in Article X.paragraph 12.1 hereof.

Adoption of Amendments; Limitations Thereon. 9.1.1 By their execution of this 9.1.1. This Agreement, the Class A Limited Partners have thereby signified their approval of all Amendments (i) with respect to the Original Agreement set forth in this Agreement. 9.1.2 This Agreement Company, is subject to amendment only with the written Consent of the General Partner Manager and more than fifty percent (50%) a majority in Interest of the Class A Limited PartnersMembers and (ii) with respect to a particular Series, only with the written Consent of the Manager and a majority in Interest of the Members of such Series; provided, however, that no amendment to this Agreement may: (a) add to, detract from, or otherwise modify the purposes of the Company; (b) increase the Capital Contributions required to be made by Commitment of any Class A Partner or require any Partner to make a loan to the Partnership; convert a Limited Partner's Interest into a General Partner's InterestMember; modify the limited liability of a Limited PartnerMember; modify the indemnification and exculpation rights of the Indemnified Parties; or increase in any material respect the liabilities or responsibilities of, or diminish in any material respect the rights or protections of, any Partner Member under this Agreement; , in each case, without the Consent of each such affected Partner; and provided, further, that no amendment which would increase the Capital Contributions required to be made by any Partner may be adopted unless all of the Partners are offered the opportunity to increase their Capital Contributions on a pro rata basisMember; (bc) alter the Interest of any Partner Series of any Member in income, gains, gains and losses or distributions of the Partnership or amend or modify any portion of Article IV without the Consent of each Partner Member of each Series adversely affected by such amendment or modificationamendment; provided, however, that (i) neither the admission of additional Limited Partners and General Partners, nor (ii) the reallocation of the Contingent Profits Interest of any Class B Limited Partner nor the issuance of any such Contingent Profits Interest to any new Class B Limited Partner, nor (iii) the cancellation of any such Contingent Profits Interest of any Class B Limited Partner, by the General Partner, in its sole and absolute discretion Members in accordance with the provisions terms of this Agreement shall not constitute such an alteration, amendment alteration or modification; (c) amend or modify any provision of Article VII in a manner that would further restrict the transferability of a Class A Limited Partner's Interest without the Consent of all of the Limited Partnersamendment; (d) amend any provisions hereof which that require the Consent, action or approval of a specified percentage in Interest of the Class A Limited Partners Members without the Consent of such specified percentage in Interest of the Class A Limited Partners;Members; or (e) cause the Partnership to lose its status as a partnership for federal income tax purposes; or (f) amend this Section 9.1.1 without the Consent of all of the Class A Limited Partnersparagraph 9.1.1. 9.1.3 9.1.2. Notwithstanding any provision hereof and in addition to any amendments otherwise authorized herebythe limitations of paragraph 9.1.1, this Agreement may be amended from time to time by the General Partner Manager without the Consent of any of the Members (i) to add to the representations, duties or obligations of the General Partner Manager or surrender any right or power granted to the General Partner Manager herein; (ii) to cure any ambiguity or correct or supplement any provision provisions hereof which may be inconsistent with any other provision hereof, or correct any printing, stenographic or clerical errors or omissions; (iii) to admit one or more additional Members or one or more Substituted Members, or withdraw one or more Limited PartnersMembers, in accordance with the terms of this Agreement; (iv) to amend Schedule A or Schedule B hereto to provide any necessary information regarding any PartnerSection 4.1 as contemplated by Section 4.4; and (v) to reflect any change in the amount of the Capital Contribution Commitments of any Partner Member in accordance with the terms of this Agreement; and (vi) to effect any amendment, modification or change that is not adverse to the Members and does not result in non-uniform treatment of the Members (as reasonably determined by the Manager in good faith); provided, however, that no amendment shall be adopted pursuant to this Section paragraph 9.1.2 if (a) unless such amendment would alter the Interest of a Partner in incomenot alter, gains or losses or distributions or is adverse to the Interests of the Limited Partners, or (b) such amendment would, in the opinion of counsel for the Partnership, alter or result in the alteration of of, the limited liability of the Limited Partners Members or the status of the Partnership Company as a partnership “partnership” for federal income tax purposes. The General Partner shall send each Limited Partner a copy of any amendment adopted pursuant to this Section 9.1.2. 9.1.4 9.1.3. Upon the adoption of any amendment to this Agreement, the amendment shall be executed by the General Partner and all of the Limited Partners and Manager and, if required, shall be duly filed recorded in the proper records of each jurisdiction in which filing recordation is necessary for the Partnership Company to conduct business or to preserve the limited liability of the Limited Partnersbusiness. Any such adopted amendment may be executed by the General Partner Manager on behalf of the Limited Partners Members pursuant to the power of attorney granted in paragraph 11.1.1. 9.1.4. In the event this Agreement shall be amended pursuant to this Article X.IX, the Manager shall amend the Certificate of Formation of the Company to reflect such change if such amendment is required or if the Manager deems such amendment to be desirable and shall make any other filings or publications required or desirable to reflect such amendment, including any required filing for recordation of any Certificate of Formation or other instrument or similar document of the type contemplated by Section 2.7.

Adoption of Amendments; Limitations Thereon. 9.1.1 By their execution of 8.1.1 This Agreement may be amended as follows: (i) with respect to amendments that affect the entire Company, this Agreement, the Class A Limited Partners have thereby signified their approval of all Amendments to the Original Agreement set forth in this Agreement. 9.1.2 This Agreement is subject to amendment only with the written Consent of the General Partner Board of Managers and more than fifty percent (50%) a majority in Interest of the Class A Limited PartnersMembers, and (ii) with respect to amendments that affect a particular Series, this Agreement is subject to amendment only with the written Consent of the Board of Managers and a majority in Interest of the Members of such Series; provided, however, that that, except as set forth below, no amendment to this Agreement or any Series may: (a) increase the Capital Contributions required to be made by any Class A Partner or require any Partner to make a loan to the Partnership; convert a Limited Partner's Interest into a General Partner's Interest; modify the limited liability of a Limited PartnerMember; modify the indemnification and exculpation rights of the Indemnified Parties; or increase in any material respect the liabilities or responsibilities of, or diminish in any material respect the rights or protections of, any Partner Member under this Agreement; , in each case, without the Consent of each such affected Partner; and provided, further, that no amendment which would increase the Capital Contributions required to be made by any Partner may be adopted unless all of the Partners are offered the opportunity to increase their Capital Contributions on a pro rata basisMember; (b) alter the Interest of any Partner Member in income, gains, gains and losses or distributions of the Partnership or amend or modify any portion of Article IV without the Consent of each Partner Member adversely affected by such amendment or modificationamendment; provided, however, that (i) neither the admission of additional Limited Partners and General Partners, nor (ii) the reallocation of the Contingent Profits Interest of any Class B Limited Partner nor the issuance of any such Contingent Profits Interest to any new Class B Limited Partner, nor (iii) the cancellation of any such Contingent Profits Interest of any Class B Limited Partner, by the General Partner, in its sole and absolute discretion Members in accordance with the provisions terms of this Agreement shall not constitute such an alteration, amendment alteration or modification;amendment; or (c) amend or modify any provision of Article VII in a manner that would further restrict the transferability of a Class A Limited Partner's Interest without the Consent of all of the Limited Partners; (d) amend any provisions hereof which that require the Consent, action or approval of a specified percentage in Interest of the Class A Limited Partners Members without the Consent of such specified percentage in Interest of the Class A Limited Partners; (e) cause the Partnership to lose its status as a partnership for federal income tax purposes; or (f) amend this Section 9.1.1 without the Consent of all of the Class A Limited PartnersMembers. 9.1.3 8.1.2 Notwithstanding any provision hereof and in addition to any amendments otherwise authorized herebythe limitations of paragraph 8.1.1, this Agreement may be amended from time to time by the General Partner Board of Managers without the Consent of any of the Members (i) to add to the representations, duties or obligations of the General Partner Manager or surrender any right or power granted to the General Partner Board of Managers herein; (ii) to cure any ambiguity or correct or supplement any provision provisions hereof which may be inconsistent with any other provision hereof, or correct any printing, stenographic or clerical errors or omissions; (iii) to admit one or more additional Members or one or more Substituted Members, or withdraw one or more Limited PartnersMembers, in accordance with the terms of this Agreement; (iv) to amend Schedule A or Schedule B hereto to provide any necessary information regarding any Partnerparagraph 4.1 as contemplated by paragraph 4.4; and (v) to reflect effect any amendment, modification or change that is not adverse to the Members and does not result in the amount non-uniform treatment of the Capital Contribution Members (as reasonably determined by the Board of any Partner Managers in accordance with the terms of this Agreementgood faith); provided, however, that no amendment shall be adopted pursuant to this Section 9.1.2 if (a) paragraph 8.1.2 unless such amendment would alter the Interest of a Partner in incomenot alter, gains or losses or distributions or is adverse to the Interests of the Limited Partners, or (b) such amendment would, in the opinion of counsel for the Partnership, alter or result in the alteration of of, the limited liability of the Limited Partners Members or the status of the Partnership Company as a partnership “partnership” for federal income tax purposes. The General Partner shall send each Limited Partner a copy of any amendment adopted pursuant to this Section 9.1.2. 9.1.4 8.1.3 Upon the adoption of any amendment to this Agreement, the amendment shall be executed by the General Partner and all Board of the Limited Partners and Managers and, if required, shall be duly filed recorded in the proper records of each jurisdiction in which filing recordation is necessary for the Partnership Company to conduct business or to preserve the limited liability of the Limited Partnersbusiness. Any such adopted amendment may be executed by the General Partner Board of Managers on behalf of the Limited Partners Members pursuant to the power of attorney granted in paragraph 10.1.1. 8.1.4 In the event this Agreement shall be amended pursuant to this Article X.VIII, the Board of Managers shall amend the Certificate of Formation of the Company to reflect such change if such amendment is required or if the Board of Managers deems such amendment to be desirable and shall make any other filings or publications required or desirable to reflect such amendment, including any required filing for recordation of any Certificate of Formation or other instrument or similar document.

Adoption of Amendments; Limitations Thereon. 9.1.1 By their execution of 10.1.1 Except as provided in paragraphs 3.3, 5.2, 8.3.1(ii) and 10.1 hereof, this Agreement, the Class A Limited Partners have thereby signified their approval of all Amendments to the Original Agreement set forth in this Agreement. 9.1.2 This Agreement is subject to amendment alteration, amendment, modification or change only with the written Consent of the General Partner and more than fifty percent (50%) at least 51% in Interest Percentage Interests of the Class A Limited Partners, or at least 51% in Percentage Interests of Class A Limited Partners without the Consent of the General Partner; provided, however, and notwithstanding anything to the contrary herein, that no amendment alteration, amendment, modification or change to this Agreement may: (ai) increase add to, detract from or otherwise modify the Capital Contributions required to be made by any Class A Partner or purposes of the Partnership without the Consent of all of the Partners; (ii) require any Partner to make a any loan or capital contribution or infusion to the Partnership; convert a Limited Partner's Interest into a General Partner's Interest; modify the limited liability of a Limited Partner; or increase the liabilities or responsibilities of, or diminish the protections of, of any Partner under this Agreement; in each case, without the Consent of each such affected Partner; and provided, further, that no amendment which would increase the Capital Contributions required to be made by any Partner may be adopted unless all of the Partners are offered the opportunity to increase their Capital Contributions on a pro rata basis; (biii) alter the Interest of any Class A Limited Partner in income, gains, gains and losses or distributions of the Partnership or amend or modify any portion of Article IV Four without the Consent of each Partner adversely affected by such amendment or modificationat least 51% in Percentage Interests of Class A Limited Partners; provided, however, (x) that any such alteration, amendment or modification shall affect each Class A Limited Partner on a pro rata basis (idetermined based on the Percentage Interests of such Class A Limited Partners at the time of such alteration, amendment or modification), (y) that neither the admission of additional Class A Limited Partners and General Partners, nor (ii) in accordance with the reallocation terms of the Contingent Profits Interest of any Class B Limited Partner this Agreement nor the issuance or vesting of additional Limited Partner Interests pursuant to paragraph 3.3 hereof, the attached Schedule C or the Option shall constitute such an alteration, amendment or modification, and (z) that no sale, lease, exchange, transfer or other disposition (other than to the Partnership or any such Contingent Profits Interest to of its subsidiaries) in any new Class B Limited Partnersingle transaction or series of related transactions, nor (iii) of all or substantially all of the cancellation consolidated assets of the Partnership, and no consolidation, merger or business combination transaction involving the Partnership or any such Contingent Profits Interest subsidiary of any Class B Limited Partnerthe Partnership, by in each case whether with or without the Consent of the General Partner, in its sole and absolute discretion in accordance with the provisions of this Agreement shall constitute such an alteration, amendment or modification; (civ) alter the Interest of any Class B Limited Partner in income, gains and losses or amend or modify any provision portion of Article VII Four without the Consent of at least 51% in Percentage Interests of Class B Limited Partners; provided, however, (x) that any such alteration, amendment or modification shall affect each Class B Limited Partner on a pro rata basis (determined based on the Percentage Interests of the Class B Limited Partners at the time of such alteration, amendment or modification), (y) that neither the admission of additional Class B -41- 45 Limited Partners in accordance with the terms of this Agreement nor the issuance of additional Limited Partner Interests pursuant to paragraph 3.3 hereof, the attached Schedule C or the Option shall constitute such an alteration, amendment or modification, and (z) that no sale, lease, exchange, transfer or other disposition (other than to the Partnership or any of its subsidiaries) in any single transaction or series of related transactions, of all or substantially all of the consolidated assets of the Partnership, and no consolidation, merger or business combination transaction involving the Partnership or any subsidiary of the Partnership, in each case whether with or without the Consent of the General Partner, shall constitute such an alteration, amendment or modification; (v) alter the Interest of the General Partner in income, gains and losses or amend or modify any portion of Article Four without the Consent of the General Partner; provided, however, (y) that neither the admission of additional Limited Partners in accordance with the terms of this Agreement nor the issuance of additional Limited Partner Interests pursuant to paragraph 3.3 hereof, the attached Schedule C or the Option shall constitute such an alteration, amendment or modification, and (z) that no sale, lease, exchange, transfer or other disposition (other than to the Partnership or any of its subsidiaries) in any single transaction or series of related transactions, of all or substantially all of the consolidated assets of the Partnership, and no consolidation, merger or business combination transaction involving the Partnership or any subsidiary of the Partnership, in each case whether with or without the Consent of the General Partner, shall constitute such an alteration, amendment or modification; (vi) alter, amend, modify or change any portion of Article Eight in a manner that would further restrict the transferability of a Class A the Interest of any Limited Partner's Interest Partner without the Consent of all of the Limited Partners; (dvii) amend alter, amend, modify or change any provisions hereof which require the Consent, action or approval of a specified percentage in Interest Percentage Interests of the Class A Limited Partners Partners, or any class of Limited Partners, or of the General Partner, or of Jamex Xxxmunications Partners, without the Consent of such specified percentage of Percentage Interests of such Limited Partners, or such class of Limited Partners, or of the General Partner, or of Jamex Xxxmunications Partners, as applicable; (viii) alter, amend, modify or change the provisions of Article One or Article Nine hereof, or paragraphs 3.3, 5.3, 5.4, 5.5, 5.6, 5.7, 6.1, 6.2, 7.1, 7.2, 7.3.2, 7.5, or 7.6 hereof, or the attached Schedule C, or, subject to paragraph 10.1.1(vi) hereof, this paragraph 10.1, without the Consent of at least 51% in Interest Percentage Interests of the Class A Limited Partners; (e) cause the Partnership to lose its status as a partnership for federal income tax purposes; or (f) amend this Section 9.1.1 without the Consent of all of the Class A Limited Partners. 9.1.3 Notwithstanding any provision hereof Partners and in addition to any amendments otherwise authorized hereby, this Agreement may be amended from time to time by the General Partner (i) to add to the representations, duties or obligations of the General Partner or surrender any right or power granted to the General Partner herein; (ii) to cure any ambiguity or correct or supplement any provision hereof which may be inconsistent with any other provision hereof, or correct any printing, stenographic or clerical errors or omissions; (iii) to withdraw one or more Limited Partners, in accordance with the terms of this Agreement; (iv) to amend Schedule A or Schedule B hereto to provide any necessary information regarding any Partner; and (v) to reflect any change in the amount of the Capital Contribution of any Partner in accordance with the terms of this Agreement; provided, however, that no amendment shall be adopted pursuant to this Section 9.1.2 if (a) such amendment would alter the Interest of a Partner in income, gains or losses or distributions or is adverse and notwithstanding anything to the Interests contrary herein, that following any removal of Jamex Xxxmunications Partner as General Partner, paragraph 7.5.2 hereof may not be amended without the Limited consent of Jamex Xxxmunications Partners, or (b) such amendment would, in the opinion of counsel for the Partnership, alter or result in the alteration of the limited liability of the Limited Partners or the status of the Partnership as a partnership for federal income tax purposes. The General Partner shall send each Limited Partner a copy of any amendment adopted pursuant to this Section 9.1.2. 9.1.4 Upon the adoption of any amendment to this Agreement, the amendment shall be executed by the General Partner and all of the Limited Partners and shall be duly filed in the proper records of each jurisdiction in which filing is necessary for the Partnership to conduct business or to preserve the limited liability of the Limited Partners. Any such amendment may be executed by the General Partner on behalf of the Limited Partners pursuant to the power of attorney granted in Article X.

Adoption of Amendments; Limitations Thereon. 9.1.1 By their execution of This Agreement may be amended as follows: (i) with respect to amendments that affect the entire Company, this Agreement, the Class A Limited Partners have thereby signified their approval of all Amendments to the Original Agreement set forth in this Agreement. 9.1.2 This Agreement is subject to amendment only with the written Consent of the General Partner Manager, and more than fifty percent (50%ii) in Interest with respect to amendments that affect a particular Series, this Agreement is subject to amendment only with the written Consent of the Class A Limited PartnersManager; provided, however, that that, except as set forth below, no amendment to this Agreement or any Series, including any Series Designation, may: (a) increase the Capital Contributions required to be made by any Class A Partner or require any Partner to make a loan to the Partnership; convert a Limited Partner's Interest into a General Partner's Interest; modify the limited liability of a Limited PartnerMember; modify the indemnification and exculpation rights of the Indemnified Parties; or increase in any material respect the liabilities or responsibilities of, or diminish in any material respect the rights or protections of, any Partner Member under this Agreement; , in each case, without the Consent of each such affected Partner; and provided, further, that no amendment which would increase the Capital Contributions required to be made by any Partner may be adopted unless all of the Partners are offered the opportunity to increase their Capital Contributions on a pro rata basisMember; (b) alter the Interest of any Partner Member in income, gains, gains and losses or distributions of the Partnership or amend or modify any portion of Article IV without the Consent of each Partner Member adversely affected by such amendment or modificationamendment; provided, however, that (i) neither the admission of additional Limited Partners and General Partners, nor (ii) the reallocation of the Contingent Profits Interest of any Class B Limited Partner nor the issuance of any such Contingent Profits Interest to any new Class B Limited Partner, nor (iii) the cancellation of any such Contingent Profits Interest of any Class B Limited Partner, by the General Partner, in its sole and absolute discretion Members in accordance with the provisions terms of this Agreement shall not constitute such an alteration, amendment alteration or modification;amendment; or (c) amend or modify any provision of Article VII in a manner that would further restrict the transferability of a Class A Limited Partner's Interest without the Consent of all of the Limited Partners; (d) amend any provisions hereof which that require the Consent, action or approval of a specified percentage in Interest of the Class A Limited Partners Members (based on Percentage Interests) without the Consent of such specified percentage in Interest of the Class A Limited Partners; Members (e) cause the Partnership to lose its status as a partnership for federal income tax purposes; or (f) amend this Section 9.1.1 without the Consent of all of the Class A Limited Partnersbased on Percentage Interests). 9.1.3 9.1.2 Notwithstanding any provision hereof and in addition to any amendments otherwise authorized herebythe limitations of paragraph 9.1.1, this Agreement or any Series Designation may be amended from time to time by the General Partner Manager without the Consent of any of the Members (i) to add to the representations, duties or obligations of the General Partner Manager or surrender any right or power granted to the General Partner Manager herein; (ii) to cure any ambiguity or correct or supplement any provision provisions hereof which may be inconsistent with any other provision hereof, or correct any printing, stenographic or clerical errors or omissions; (iii) to admit one or more additional Members or one or more Substituted Members, or withdraw one or more Limited PartnersMembers, in accordance with the terms of this Agreement; (iv) to amend Schedule A or Schedule B hereto to provide any necessary information regarding any Partnerparagraph 4.1 as contemplated by paragraph 4.4; and (v) to reflect effect any amendment, modification or change that is not adverse to the Members and does not result in the amount non-uniform treatment of the Capital Contribution of any Partner Members (as reasonably determined by the Manager in accordance with the terms of this Agreementgood faith); provided, however, that no amendment shall be adopted pursuant to this Section paragraph 9.1.2 if (a) unless such amendment would alter the Interest of a Partner in incomenot alter, gains or losses or distributions or is adverse to the Interests of the Limited Partners, or (b) such amendment would, in the opinion of counsel for the Partnership, alter or result in the alteration of of, the limited liability of the Limited Partners Members or the status of the Partnership Company as a partnership `partnership` for federal income tax purposes. The General Partner shall send each Limited Partner a copy of any amendment adopted pursuant to this Section 9.1.2. 9.1.4 9.1.3 Upon the adoption of any amendment to this Agreement, the amendment shall be executed by the General Partner and all of the Limited Partners and Manager and, if required, shall be duly filed recorded in the proper records of each jurisdiction in which filing recordation is necessary for the Partnership Company to conduct business or to preserve the limited liability of the Limited Partnersbusiness. Any such adopted amendment may be executed by the General Partner Manager on behalf of the Limited Partners Members pursuant to the power of attorney granted in paragraph 11.1.1. 9.1.4 In the event this Agreement shall be amended pursuant to this Article X.IX, the Manager shall amend the Certificate of Formation of the Company to reflect such change if such amendment is required or if the Manager deems such amendment to be desirable and shall make any other filings or publications required or desirable to reflect such amendment, including any required filing for recordation of any Certificate of Formation or other instrument or similar document.