Common use of Amendment by General Partner Clause in Contracts

Amendment by General Partner. Notwithstanding the provisions of Section 8.1, this Agreement may be amended by the General Partner, by executing an instrument of amendment and giving each Fund Limited Partner notice thereof, without the consent of any of the Fund Limited Partners, (i) to effect changes of a ministerial nature that do not materially and adversely affect the rights, duties or obligations of any Partner; (ii) to give effect to the admission of Partners in accordance with the terms hereof; (iii) to conform the terms of this Agreement with any regulations issued under Code Section 704, provided that, in the opinion of counsel to the Partnership, such amendment does not materially and adversely affect the rights or interests of any of the Partners; (iv) with respect to the Partnership’s status as a partnership (and not as an association taxable as a corporation) for federal tax purposes (x) to comply with the requirements of the Regulations, or (y) to ensure the continuation of partnership status; provided, however, that, in the opinion of counsel of the Partnership, such amendment does not materially and adversely affect the rights or interests of any of the Partners; (v) to enter into side letters with Limited Partners, to the extent that they do not materially and adversely affect the economic interests of other Partners under this Agreement; and (vi) to change the name of the Partnership; provided, however, that no amendment shall be adopted pursuant to this sentence unless the adoption thereof (1) is, in the General Partner’s reasonable determination, for the benefit of or not adverse to the interests of the Partners; (2) is consistent with the other provisions hereof;

Amendment by General Partner. Notwithstanding the provisions of Section 8.1In addition to any amendments otherwise authorized herein, this Agreement may be amended from time to time by the General Partner, by executing an instrument of amendment and giving each Fund Limited Partner notice thereof, without the consent of any of the Fund Limited Partners, Partners (i) to effect changes of a ministerial nature that do not materially and adversely affect add to the rightsrepresentations, duties or obligations of the General Partner or surrender any Partnerright or power granted to the General Partner herein; (ii) to give effect cure any ambiguity, or correct or supplement any provision herein which may be inconsistent with any provision herein or to correct any printing, stenographic or clerical errors or omissions in order that this Agreement shall accurately reflect the admission of agreement among the Partners in accordance with the terms hereofhereto; (iii) to conform amend Schedule A hereto to provide the terms of this Agreement with necessary information regarding the Additional Limited Partners, any regulations issued under Code Section 704, provided that, in the opinion of counsel to the Partnership, such amendment does not materially and adversely affect the rights new General Partner or interests of any of the Substituted Limited Partners; and (iv) with respect to qualify the Partnership’s status as a partnership (and not as an association taxable as a corporation) Interests for federal tax purposes (x) to comply with sale under the requirements of the Regulations, Blue Sky or (y) to ensure the continuation of partnership status; provided, however, that, in the opinion of counsel of the Partnership, such amendment does not materially and adversely affect the rights or interests securities laws of any state or to conform this Agreement in order to list the Interests on a securities exchange or arrange for the quotation of Interests on the Partners; (v) to enter into side letters with Limited PartnersNasdaq National Market or otherwise facilitate the establishment of a market for trading the Interests, to the extent that they do not materially and adversely affect the economic interests of other Partners under this Agreement; and (vi) to change the name of the Partnership; provided, however, provided that no amendment shall be adopted pursuant to this sentence paragraph 10.2 unless the General Partner reasonably determines (such determination, in the case of (3) below, being supported in writing by legal counsel) that the adoption thereof (1) isis consistent with Article 7; (2) with respect to any amendment other than an amendment pursuant to clause (iii) xxxx, does not alter the interest of any Partner in Profits or Losses or in distributions of the Partnership; (3) does not alter or impair, or result in the General Partner’s reasonable determinationalteration or impairment of, the limited liability of the Limited Partners or the status of the Partnership as a partnership for Federal income tax purposes; and (4) with respect to any amendment pursuant to clause (i) above, is for the benefit of of, or not adverse to the interests of the Limited Partners; (2) is consistent with the other provisions hereof;.

Amendment by General Partner. Notwithstanding the provisions of Section 8.1, this Agreement may be amended by the General Partner, by executing an instrument of amendment and giving each Fund Limited Partner notice thereof, without the consent of any of the Fund Limited Partners, (i) to effect changes of a ministerial nature that do not materially and adversely affect the rights, duties or obligations of any Partner; (ii) to give effect to the admission of Partners in accordance with the terms hereof; (iii) to conform the terms of this Agreement with any regulations issued under Code Section 704, provided that, in the opinion of counsel to the Partnership, such amendment does not materially and adversely affect the rights or interests of any of the Partners; (iv) with respect to the Partnership’s status as a partnership (and not as an association taxable as a corporation) for federal tax purposes (x) to comply with the requirements of the Regulations, or (y) to ensure the continuation of partnership status; provided, however, that, in the opinion of counsel of the Partnership, such amendment does not materially and adversely affect the rights or interests of any of the Partners; (v) to enter into side letters with Limited Partners, to the extent that they do not materially and adversely affect the economic interests of other Partners under this Agreement; and (vi) to change the name of the Partnership; provided, however, that no amendment shall be adopted pursuant to this sentence unless the adoption thereof (1) is, in the General Partner’s reasonable determination, for the benefit of or not adverse to the interests of the Partners; (2) is consistent with the other provisions hereof;; (3) does not affect the allocation and distribution provisions of Section 3 and Section 4 hereof (except to the extent necessary to conform the terms of this Agreement with any regulations issued under Code Sections 704) other than any effect that may result from the admission of a new Partner in accordance with the terms hereof; (4) does not alter the purpose of the Partnership; and (5) does not adversely affect the limited liability of the Limited Partners or the status of the Partnership as a partnership for federal income tax purposes. SECTION 9 TRANSFERS; REDEMPTIONS

Amendment by General Partner. Notwithstanding the provisions of Section 8.1, this Agreement may be amended by the General Partner, by executing an instrument of amendment and giving each Fund Limited Partner notice thereof, without the consent of any of the Fund Limited Partners, (i) to effect changes of a ministerial nature that do not materially and adversely affect the rights, duties or obligations of any Partner; (ii) to give effect to the admission of Partners in accordance with the terms hereof; (iii) to conform the terms of this Agreement with any regulations issued under Code Section 704, provided that, in the opinion of counsel to the Partnership, such amendment does not materially and adversely affect the rights or interests of any of the Partners; (iv) with respect to the Partnership’s status as a partnership (and not as an association taxable as a corporation) for federal tax purposes (x) to comply with the requirements of the Regulations, or (y) to ensure the continuation of partnership status; provided, however, that, in the opinion of counsel of the Partnership, such amendment does not materially and adversely affect the rights or interests of any of the Partners; (v) to enter into side letters with Limited Partners, to the extent that they do not materially and adversely affect the economic interests of other Partners under this Agreement; and (vi) to change the name of the Partnership; provided, however, that no amendment shall be adopted pursuant to this sentence unless the adoption thereof (1) is, in the General Partner’s reasonable determination, for the benefit of or not adverse to the interests of the Partners; (2) is consistent with the other provisions hereof;; (3) does not affect the allocation and distribution provisions of Section 3 and Section 4 hereof (except to the extent necessary to conform the terms of this Agreement with any regulations issued under Code Sections 704) other than any effect that may result from the admission of a new Partner in accordance with the terms hereof; (4) does not alter the purpose of the Partnership; and (5) does not adversely affect the limited liability of the Limited Partners or the status of the Partnership as a partnership for federal income tax purposes.