Common use of Amendment of Partnership Agreement Clause in Contracts

Amendment of Partnership Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with the approval of a majority of the Directors (including the vote of a majority of the Independent Directors, but only if such vote is required by the 1940 Act), except that any amendment also must be approved by a majority (as defined in the 0000 Xxx) of the outstanding voting securities of the Partnership if such vote is required by the 0000 Xxx. (b) Any amendment that would: (1) increase the obligation of a Partner to make any Capital Contribution, (2) reduce the Capital Account of a Partner other than in accordance with Article V of this Agreement, or (3) modify the events causing the dissolution of the Partnership, may be made only if (A) the written consent of each Partner adversely affected by the proposed action is obtained prior to the effectiveness of the action or (B) the amendment does not become effective until (i) each Limited Partner has received written notice of the amendment and (ii) any Limited Partner objecting to the amendment has been afforded a reasonable opportunity (under procedures prescribed by the General Partner in its sole discretion) to tender all of the Partner’s Units for repurchase by the Partnership. Notwithstanding the preceding sentence or the provisions of Subsection 8.1(c), any amendment that would alter the provisions of Section 8.1 relating to the material amendment of this Agreement or the provisions of Section 3.8 of this Agreement relating to indemnification may be made only with the unanimous consent of the Partners and, to the extent required by the 1940 Act, approval of a majority of the Directors (and, if so required, a majority of the Independent Directors). (c) Notwithstanding the provisions of Sections 8.1(a) and 8.1(b) of this Agreement, the General Partner, at any time without the consent of any other Partner, may: (1) restate this Agreement, together with any amendments to this Agreement that have been duly adopted in accordance with the provisions of this Agreement to incorporate the amendments in a single, integrated document; (2) amend this Agreement (other than with respect to the matters described in Section 8.1(b) of this Agreement) to change the name of the Partnership in accordance with Section 2.2 hereof or to effect compliance with any applicable law or regulation, including, but not limited to, to satisfy the requirements of applicable U.S. banking law or regulation, or to cure any ambiguity or to correct or supplement any provision of this Agreement that may be inconsistent with any other provision of this Agreement, so long as the action does not adversely affect the rights of any Partner in any material respect; and (3) amend this Agreement to make any changes necessary or desirable, based on advice of legal counsel to the Partnership, to assure the Partnership’s continuing eligibility to be classified for U.S. federal income tax purposes as a Partnership that is not treated as a corporation for tax purposes under the Code; subject, however, to the limitation that any material amendment to this Agreement under Section 8.1(c)(2) or (3) of this Agreement will be valid only if approved by a majority of the Directors (including the vote of a majority of the Independent Directors, if required by the 1940 Act). (d) The General Partner will give prior written notice of any proposed amendment to this Agreement (other than any amendment of the type contemplated by Section 8.1(c)(1) of this Agreement) to each Partner, which notice sets out (1) the text of the proposed amendment or (2) a summary of the amendment and a statement that the text of the amendment will be furnished to any Partner upon request.

Amendment of Partnership Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with the approval of a majority of the Directors (including the vote of a majority of the Independent Directors, but only if such vote is required by the 1940 Act), except that any amendment also must be approved by a majority (as defined in the 0000 Xxx) of the outstanding voting securities of the Partnership if such vote is required by the 0000 Xxx. (b) Any amendment that would: (1) increase the obligation of a Partner to make any Capital Contribution, (2) reduce the Capital Account of a Partner other than in accordance with Article V of this Agreement, or (3) modify the events causing the dissolution of the Partnership, may be made only if (A) the written consent of each Partner adversely affected by the proposed action is obtained prior to the effectiveness of the action or (B) the amendment does not become effective until (i) each Limited Partner has received written notice of the amendment and (ii) any Limited Partner objecting to the amendment has been afforded a reasonable opportunity (under procedures prescribed by the General Partner in its sole discretion) to tender the all of the Partner’s Units for repurchase by the Partnership. Notwithstanding the preceding sentence or the provisions of Subsection 8.1(c), any amendment that would alter the provisions of Section 8.1 relating to the material amendment of this Agreement or the provisions of Section 3.8 of this Agreement relating to indemnification may be made only with the unanimous consent of the Partners and, to the extent required by the 1940 Act, approval of a majority of the Directors (and, if so required, a majority of the Independent Directors). (c) Notwithstanding the provisions of Sections 8.1(a) and 8.1(b) of this Agreement, the General Partner, at any time without the consent of any other Partner, may: (1) restate this Agreement, together with any amendments to this Agreement that have been duly adopted in accordance with the provisions of this Agreement to incorporate the amendments in a single, integrated document; (2) amend this Agreement (other than with respect to the matters described in Section 8.1(b) of this Agreement) to change the name of the Partnership in accordance with Section 2.2 hereof or to effect compliance with any applicable law or regulation, including, but not limited to, to satisfy the requirements of applicable U.S. banking law or regulation, or to cure any ambiguity or to correct or supplement any provision of this Agreement that may be inconsistent with any other provision of this Agreement, so long as the action does not adversely affect the rights of any Partner in any material respect; and (3) amend this Agreement to make any changes necessary or desirable, based on advice of legal counsel to the Partnership, to assure the Partnership’s continuing eligibility to be classified for U.S. federal income tax purposes as a Partnership that is not treated as a corporation for tax purposes under the Code; subject, however, to the limitation that any material amendment to this Agreement under Section 8.1(c)(2) or (3) of this Agreement will be valid only if approved by a majority of the Directors (including the vote of a majority of the Independent Directors, if required by the 1940 Act). (d) The General Partner will give prior written notice of any proposed amendment to this Agreement (other than any amendment of the type contemplated by Section 8.1(c)(1) of this Agreement) to each Partner, which notice sets out (1) the text of the proposed amendment or (2) a summary of the amendment and a statement that the text of the amendment will be furnished to any Partner upon request.or

Amendment of Partnership Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with the approval of a majority of the Directors (including the vote of a majority of the Independent Directors, but only if such vote is required by the 1940 Act), except that any amendment also must be approved by a majority (as defined in the 0000 Xxx) of the outstanding voting securities of the Partnership if such vote is required by the 0000 Xxx. (b) Any amendment that would: (1) increase the obligation of a Partner to make any Capital Contribution, (2) reduce the Capital Account of a Partner other than in accordance with Article V of this Agreement, or (3) modify the events causing the dissolution of the Partnership, may be made only if (A) the written consent of each Partner adversely affected by the proposed action is obtained prior to the effectiveness of the action or (B) the amendment does not become effective until (i) each Limited Partner has received written notice of the amendment and (ii) any Limited Partner objecting to the amendment has been afforded a reasonable opportunity (under procedures prescribed by the General Partner in its sole discretion) to tender all of the Partner’s Units for repurchase by the Partnership. Notwithstanding the preceding sentence or the provisions of Subsection 8.1(c), any amendment that would alter the provisions of Section 8.1 relating to the material amendment of this Agreement or the provisions of Section 3.8 of this Agreement relating to indemnification may be made only with the unanimous consent of the Partners and, to the extent required by the 1940 Act, approval of a majority of the Directors (and, if so required, a majority of the Independent Directors). (c) Notwithstanding the provisions of Sections 8.1(a) and 8.1(b) of this Agreement, the General Partner, at any time without the consent of any other Partner, may: (1) restate this Agreement, together with any amendments to this Agreement that have been duly adopted in accordance with the provisions of this Agreement to incorporate the amendments in a single, integrated document; (2) amend this Agreement (other than with respect to the matters described in Section 8.1(b) of this Agreement) to change the name of the Partnership in accordance with Section 2.2 hereof or to effect compliance with any applicable law or regulation, including, but not limited to, to satisfy the requirements of applicable U.S. banking law or regulation, or to cure any ambiguity or to correct or supplement any provision of this Agreement that may be inconsistent with any other provision of this Agreement, so long as the action does not adversely affect the rights of any Partner in any material respect; and (3) amend this Agreement to make any changes necessary or desirable, based on advice of legal counsel to the Partnership, to assure the Partnership’s continuing eligibility to be classified for U.S. federal income tax purposes as a Partnership that is not treated as a corporation for tax purposes under the Code; subject, however, to the limitation that any material amendment to this Agreement under Section 8.1(c)(2) or (3) of this Agreement will be valid only if approved by a majority of the Directors (including the vote of a majority of the Independent Directors, if required by the 1940 Act). (d) The General Partner will give prior written notice of any proposed amendment to this Agreement (other than any amendment of the type contemplated by Section 8.1(c)(18.1(c) of this Agreement) to each Partner, which notice sets out (1) the text of the proposed amendment or (2) a summary of the amendment and a statement that the text of the amendment will be furnished to any Partner upon request.

Amendment of Partnership Agreement. A. Amendments to this Agreement may be proposed by the General Partner or by Limited Partners holding twenty-five percent (a25%) or more of the Partnership Interests. Following such proposal, the General Partner shall submit any proposed amendment to the Limited Partners. The General Partner shall seek the written vote of the Partners on the proposed amendment or shall call a meeting to vote thereon and to transact any other business that it may deem appropriate. For purposes of obtaining a written vote, the General Partner may require a response within a reasonable specified time, but not less than fifteen (15) days, and failure to respond in such time period shall constitute a vote which is consistent with the General Partner’s recommendation with respect to the proposal. Except as otherwise provided in this Section 8.1Agreement, this Agreement may a proposed amendment shall be amended, in whole or in part, with adopted and be effective as an amendment hereto if it is approved by the approval General Partner and it receives the Consent of Partners holding a majority of the Directors (including the vote of a majority Percentage Interests of the Independent DirectorsLimited Partners. B. Notwithstanding Section 14.1.A, but only if such vote is required by the 1940 Act)General Partner shall have the power, except that any amendment also must be approved by a majority (as defined in without the 0000 Xxx) consent of the outstanding voting securities Limited Partners, to amend this Agreement as may be required to facilitate or implement any of the Partnership if such vote is required by the 0000 Xxx. (b) Any amendment that wouldfollowing purposes: (1) increase to add to the obligation obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (2) to reflect the issuance of additional Partnership Units or the admission, substitution, termination, or withdrawal of Partners in accordance with this Agreement; (3) to set forth or amend the designations, rights (including redemption rights that differ from those specified in Section 8.6), powers, duties, and preferences of Partnership Units or other Partnership Interests issued pursuant to Section 4.2.A hereof; (4) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (5) to reflect such changes as are reasonably necessary for the Company to maintain its status as a REIT, including changes which may be necessitated due to a change in applicable law (or an authoritative interpretation thereof) or a ruling of the IRS; (6) to modify the manner in which Capital Accounts are computed; (7) to include provisions in this Agreement that may be referenced in any rulings, regulations, notices, announcements, or other guidance regarding the federal income tax treatment of compensatory partnership interests issued and made effective after the date hereof or in connection with any elections that the General Partner determines to be necessary or advisable in respect of any such guidance. Any such amendment may include, without limitation, (a) a provision authorizing or directing the General Partner to make any Capital Contribution,election under the such guidance, (b) a covenant by the Partnership and all of the Partners to agree to comply with the such guidance, (c) an amendment to the capital account maintenance provisions and the allocation provisions contained in this Agreement so that such provisions comply with (I) the provisions of the Code and the Regulations as they apply to the issuance of compensatory partnership interests and (II) the requirements of such guidance and any election made by the General Partner with respect thereto, including, a provision requiring “forfeiture allocations” as appropriate. Any such amendments to this Agreement shall be binding upon all Partners; and (2) reduce the Capital Account 8) to satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law. The General Partner other than in accordance with Article V of shall provide notice to the Limited Partners when any action under this AgreementSection 14.1.B is taken. C. Notwithstanding Section 14.1.A and 14.1.B hereof, or (3) modify this Agreement shall not be amended without the events causing the dissolution of the Partnership, may be made only if (A) the written consent Consent of each Partner adversely affected by if such amendment would (i) convert a Limited Partner’s interest in the proposed action is obtained Partnership into a General Partner Interest; (ii) modify the limited liability of a Limited Partner in a manner adverse to such Limited Partner; (iii) alter rights of such Partner to receive distributions pursuant to Article 5 or Article 13, or the allocations specified in Article 6 (except as permitted pursuant to Section 4.2 and Section 14.1.B(3) hereof) in a manner adverse to such Partner; (iv) alter or modify the Redemption Right and REIT Shares Amount as set forth in Section 8.6, and the related definitions, in a manner adverse to such Partner; (v) cause the termination of the Partnership prior to the effectiveness of the action time set forth in Section 2.5 or 13.1; or (Bvi) amend this Section 14.1.C; provided, however, that the Consent of each Partner adversely affected shall not be required for any amendment does not become or action that affects all Partners holding the same class or series of Partnership Units on a uniform or pro rata basis. Any amendment consented to by any Partner shall be effective until (i) each Limited Partner has received written notice as to that Partner, notwithstanding the absence of the amendment and (ii) such Consent by any Limited Partner objecting to the amendment has been afforded a reasonable opportunity (under procedures prescribed by other Partner. D. Notwithstanding Section 14.1.A or Section 14.1.B hereof, the General Partner in its sole discretion) to tender all shall not amend Sections 4.2.A, 7.5, 7.6, 11.2 or 14.2 without the Consent of the Partner’s Units for repurchase by the Partnership. Notwithstanding the preceding sentence or the provisions of Subsection 8.1(c), any amendment that would alter the provisions of Section 8.1 relating to the material amendment of this Agreement or the provisions of Section 3.8 of this Agreement relating to indemnification may be made only with the unanimous consent of the Limited Partners and, to the extent required by the 1940 Act, approval of holding a majority of the Directors (and, if so required, a majority Percentage Interests of the Independent Directors)Limited Partners. (c) Notwithstanding the provisions of Sections 8.1(a) and 8.1(b) of this Agreement, the General Partner, at any time without the consent of any other Partner, may: (1) restate this Agreement, together with any amendments to this Agreement that have been duly adopted in accordance with the provisions of this Agreement to incorporate the amendments in a single, integrated document; (2) amend this Agreement (other than with respect to the matters described in Section 8.1(b) of this Agreement) to change the name of the Partnership in accordance with Section 2.2 hereof or to effect compliance with any applicable law or regulation, including, but not limited to, to satisfy the requirements of applicable U.S. banking law or regulation, or to cure any ambiguity or to correct or supplement any provision of this Agreement that may be inconsistent with any other provision of this Agreement, so long as the action does not adversely affect the rights of any Partner in any material respect; and (3) amend this Agreement to make any changes necessary or desirable, based on advice of legal counsel to the Partnership, to assure the Partnership’s continuing eligibility to be classified for U.S. federal income tax purposes as a Partnership that is not treated as a corporation for tax purposes under the Code; subject, however, to the limitation that any material amendment to this Agreement under Section 8.1(c)(2) or (3) of this Agreement will be valid only if approved by a majority of the Directors (including the vote of a majority of the Independent Directors, if required by the 1940 Act). (d) The General Partner will give prior written notice of any proposed amendment to this Agreement (other than any amendment of the type contemplated by Section 8.1(c)(1) of this Agreement) to each Partner, which notice sets out (1) the text of the proposed amendment or (2) a summary of the amendment and a statement that the text of the amendment will be furnished to any Partner upon request.

Amendment of Partnership Agreement. (a) Except as otherwise expressly provided elsewhere in this Agreement, this Agreement shall not be amended, modified, superseded or restated except by an amendment approved by the General Partner; provided, however, that: (i) no amendment to Section 6.6 shall be effective without the prior written consent of Oxy; (ii) prior to the Trigger Date, no amendment to Section 7.9 that changes the one-to-one exchange ratio provided for as part of the Exchange right thereunder shall be effective without the prior written consent of the holders of at least two-thirds of the outstanding Class A Units; (iii) no amendment to Section 7.9, other than amendments of the type covered by clause (ii) immediately preceding, that materially adversely affects any right thereunder shall be effective with respect to any Partner without the prior written consent of such Partner; and (iv) no amendment to Section 7.8 that adversely affects the rights of, or imposes any significant additional restriction or obligation on, a Selling Partner thereunder shall be effective without the prior written consent of holders of at least two-thirds of the outstanding Class A Units (excluding any Class A Units owned by PAGP or any of its Affiliates). Notwithstanding any other provisions of this Agreement to the contrary, no change to the one-to-one exchange ratio provided for as part of the Exchange right under Section 7.9 will be made prior to a date that is 30 days after all requisite approval to make such change has been obtained. Without limiting the generality of the foregoing, and except as otherwise set forth in this Section 8.111.2(a), this Agreement may be amended, in whole amended without the consent or in part, with the approval of a majority of the Directors (any Limited Partner, including the vote of a majority of the Independent Directors, but only if such vote is required by the 1940 Act), except that any amendment also must be approved by a majority (as defined in the 0000 Xxx) of the outstanding voting securities of the Partnership if such vote is required by the 0000 XxxClass B Partner. (b) Any amendment that would: (1) increase the obligation of a Partner In addition to make any Capital Contribution, (2) reduce the Capital Account of a Partner other than in accordance with Article V of this Agreementamendments otherwise authorized herein, or (3) modify the events causing the dissolution of the Partnership, may be made only if (A) the written consent of each Partner adversely affected by the proposed action is obtained prior to the effectiveness of the action or (B) the amendment does not become effective until (i) each Limited Partner has received written notice of the amendment and (ii) any Limited Partner objecting to the amendment has been afforded a reasonable opportunity (under procedures prescribed by the General Partner in its sole discretion) may make any amendments to tender all any of the Partner’s Units for repurchase by the PartnershipSchedules to this Agreement from time to time to reflect transfers of Partnership Interests and issuances of additional Partnership Interests. Notwithstanding the preceding sentence or the provisions Copies of Subsection 8.1(c), any amendment that would alter the provisions of Section 8.1 relating such amendments shall be delivered to the material amendment of this Agreement or the provisions of Section 3.8 of this Agreement relating to indemnification may be made only with the unanimous consent of the Partners and, to the extent required by the 1940 Act, approval of a majority of the Directors (and, if so required, a majority of the Independent Directors)promptly upon execution thereof. (c) Notwithstanding the provisions of Sections 8.1(a) The General Partner shall cause to be prepared and 8.1(b) of this Agreement, the General Partner, at filed any time without the consent of any other Partner, may: (1) restate this Agreement, together with any amendments to this Agreement that have been duly adopted in accordance with the provisions of this Agreement to incorporate the amendments in a single, integrated document; (2) amend this Agreement (other than with respect amendment to the matters described in Section 8.1(b) of this Agreement) to change the name of the Partnership in accordance with Section 2.2 hereof or to effect compliance with any applicable law or regulation, including, but not limited to, to satisfy the requirements of applicable U.S. banking law or regulation, or to cure any ambiguity or to correct or supplement any provision of this Agreement Certificate that may be inconsistent with any other provision of this Agreement, so long required to be filed under the Act as the action does not adversely affect the rights a consequence of any Partner in any material respect; and (3) amend this Agreement to make any changes necessary or desirable, based on advice of legal counsel to the Partnership, to assure the Partnership’s continuing eligibility to be classified for U.S. federal income tax purposes as a Partnership that is not treated as a corporation for tax purposes under the Code; subject, however, to the limitation that any material amendment to this Agreement under Section 8.1(c)(2) or (3) of this Agreement will be valid only if approved by a majority of the Directors (including the vote of a majority of the Independent Directors, if required by the 1940 Act)Agreement. (d) The General Partner will give prior written notice of any proposed Any modification or amendment to this Agreement (other than any amendment of or the type contemplated by Certificate made in accordance with this Section 8.1(c)(1) of this Agreement) to each Partner, which notice sets out (1) the text of the proposed amendment or (2) a summary of the amendment and a statement that the text of the amendment will 11.2 shall be furnished to any Partner upon requestbinding on all Partners.

Amendment of Partnership Agreement. (a) Except as otherwise expressly provided elsewhere in this Agreement, this Agreement shall not be amended, modified, superseded or restated except by an amendment approved by the General Partner; provided, however, that: (i) no amendment to Section 7.9 or Section 7.11 that materially adversely affects any right thereunder shall be effective with respect to any Partner without the prior written consent of such Partner; and (ii) no amendment to Section 7.8 that adversely affects the rights of, or imposes any significant additional restriction or obligation on, a Selling Partner thereunder shall be effective without the prior written consent of holders of at least two-thirds of the outstanding Class A Units (excluding any Class A Units owned by PAGP or any of its Affiliates). Notwithstanding any other provisions of this Agreement to the contrary, no change to the one-to-one exchange ratio provided for as part of the Exchange right under Section 7.9 or to the consideration distributable in connection with a Redemption under Section 7.11, will be made prior to a date that is 30 days after all requisite approval to make such change has been obtained. Without limiting the generality of the foregoing, and except as otherwise set forth in this Section 8.111.2(a), this Agreement may be amended, in whole amended without the consent or in part, with the approval of a majority of the Directors (any Limited Partner, including the vote of a majority of the Independent Directors, but only if such vote is required by the 1940 Act), except that any amendment also must be approved by a majority (as defined in the 0000 Xxx) of the outstanding voting securities of the Partnership if such vote is required by the 0000 XxxClass B Partner. (b) Any amendment that would: (1) increase the obligation of a Partner In addition to make any Capital Contribution, (2) reduce the Capital Account of a Partner other than in accordance with Article V of this Agreementamendments otherwise authorized herein, or (3) modify the events causing the dissolution of the Partnership, may be made only if (A) the written consent of each Partner adversely affected by the proposed action is obtained prior to the effectiveness of the action or (B) the amendment does not become effective until (i) each Limited Partner has received written notice of the amendment and (ii) any Limited Partner objecting to the amendment has been afforded a reasonable opportunity (under procedures prescribed by the General Partner in its sole discretion) may make any amendments to tender all any of the Partner’s Units for repurchase by the PartnershipSchedules to this Agreement from time to time to reflect transfers of Partnership Interests and issuances of additional Partnership Interests. Notwithstanding the preceding sentence or the provisions Copies of Subsection 8.1(c), any amendment that would alter the provisions of Section 8.1 relating such amendments shall be delivered to the material amendment of this Agreement or the provisions of Section 3.8 of this Agreement relating to indemnification may be made only with the unanimous consent of the Partners and, to the extent required by the 1940 Act, approval of a majority of the Directors (and, if so required, a majority of the Independent Directors)promptly upon execution thereof. (c) Notwithstanding the provisions of Sections 8.1(a) The General Partner shall cause to be prepared and 8.1(b) of this Agreement, the General Partner, at filed any time without the consent of any other Partner, may: (1) restate this Agreement, together with any amendments to this Agreement that have been duly adopted in accordance with the provisions of this Agreement to incorporate the amendments in a single, integrated document; (2) amend this Agreement (other than with respect amendment to the matters described in Section 8.1(b) of this Agreement) to change the name of the Partnership in accordance with Section 2.2 hereof or to effect compliance with any applicable law or regulation, including, but not limited to, to satisfy the requirements of applicable U.S. banking law or regulation, or to cure any ambiguity or to correct or supplement any provision of this Agreement Certificate that may be inconsistent with any other provision of this Agreement, so long required to be filed under the Act as the action does not adversely affect the rights a consequence of any Partner in any material respect; and (3) amend this Agreement to make any changes necessary or desirable, based on advice of legal counsel to the Partnership, to assure the Partnership’s continuing eligibility to be classified for U.S. federal income tax purposes as a Partnership that is not treated as a corporation for tax purposes under the Code; subject, however, to the limitation that any material amendment to this Agreement under Section 8.1(c)(2) or (3) of this Agreement will be valid only if approved by a majority of the Directors (including the vote of a majority of the Independent Directors, if required by the 1940 Act)Agreement. (d) The General Partner will give prior written notice of any proposed Any modification or amendment to this Agreement (other than any amendment of or the type contemplated by Certificate made in accordance with this Section 8.1(c)(1) of this Agreement) to each Partner, which notice sets out (1) the text of the proposed amendment or (2) a summary of the amendment and a statement that the text of the amendment will 11.2 shall be furnished to any Partner upon requestbinding on all Partners.

Amendment of Partnership Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with the approval of a majority of the Directors (including the vote of a majority of the Independent Directors, but only if such vote is required by the 1940 Act), except that any amendment also must be approved by a majority (as defined in the 0000 Xxx) of the outstanding voting securities of the Partnership if such vote is required by the 0000 Xxx. (b) Any amendment that would: (1) increase the establish an obligation of for a Partner to make any Capital Contribution, (2) reduce the Capital Account of a Partner other than in accordance with Article V of this Agreement, or (3) modify the events causing the dissolution of the Partnership, may be made only if (A) the written consent of each Partner adversely affected by the proposed action is obtained prior to the effectiveness of the action or (B) the amendment does not become effective until (i) each Limited Partner has received written notice of the amendment and (ii) any Limited Partner objecting to the amendment has been afforded a reasonable opportunity (under procedures prescribed by the General Partner in its sole discretion) to tender all of the Partner’s Units for repurchase by the Partnershipaction. Notwithstanding the preceding sentence or the provisions of Subsection 8.1(c), any amendment that would alter the provisions of Section 8.1 relating to the material amendment of this Agreement or the provisions of Section 3.8 3.10 of this Agreement relating to indemnification may be made only with the unanimous consent of the Partners and, to the extent required by the 1940 Act, approval of a majority of the Directors (and, if so required, a majority of the Independent Directors). (c) Notwithstanding the provisions of Sections 8.1(a) and 8.1(b) of this Agreement, the General Partner, at any time without the consent of any other Partner, may: (1) restate this Agreement, together with any amendments to this Agreement that have been duly adopted in accordance with the provisions of this Agreement to incorporate the amendments in a single, integrated document; (2) amend this Agreement (other than with respect to the matters described in Section 8.1(b) of this Agreement) to change the name of the Partnership in accordance with Section 2.2 hereof or to effect compliance with any applicable law or regulation, including, but not limited to, to satisfy the requirements of applicable U.S. banking law or regulation, or to cure any ambiguity or to correct or supplement any provision of this Agreement that may be inconsistent with any other provision of this Agreement, so long as the action does not adversely affect the rights of any Partner in any material respect; and (3) amend this Agreement to make any changes necessary or desirable, based on advice of legal counsel to the Partnership, to assure the such Partnership’s continuing eligibility to be classified for U.S. federal Federal income tax purposes as a the Partnership that is not treated as a corporation for tax purposes under the Code; subject, however, to the limitation that any material amendment to this Agreement under Section 8.1(c)(2) or (3) of this Agreement will be valid only if approved by a majority of the Directors (including the vote of a majority of the Independent Directors, if required by the 1940 Act). (d) The General Partner will give prior written notice of any proposed amendment to this Agreement (other than any amendment of the type contemplated by Section 8.1(c)(18.1(c) (1) of this Agreement) to each Partner, which notice sets out (1) the text of the proposed amendment or (2) a summary of the amendment and a statement that the text of the amendment will be furnished to any Partner upon request.

Amendment of Partnership Agreement. (a) Amendments to this Agreement may be proposed by the General Partner or by Limited Partners holding twenty-five percent (25%) or more of the Partnership Interests. Following such proposal, the General Partner shall submit any proposed amendment to the Limited Partners. The General Partner shall seek the written vote of the Partners on the proposed amendment or shall call a meeting to vote thereon and to transact any other business that it may deem appropriate. For purposes of obtaining a written vote, the General Partner may require a response within a reasonable specified time, but not less than fifteen (15) days, and failure to respond in such time period shall constitute a vote which is consistent with the General Partner’s recommendation with respect to the proposal. Except as otherwise provided in this Section 8.1Agreement, this Agreement may a proposed amendment shall be amended, in whole or in part, with adopted and be effective as an amendment hereto if it is approved by the approval General Partner and it receives the Consent of Partners holding a majority of the Directors (including the vote of a majority Percentage Interests of the Independent Directors, but only if such vote is required by the 1940 Act), except that any amendment also must be approved by a majority (as defined in the 0000 Xxx) of the outstanding voting securities of the Partnership if such vote is required by the 0000 XxxLimited Partners. (b) Any amendment that wouldNotwithstanding Section 14.1(a), the General Partner shall have the power, without the consent of the Limited Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1i) increase to add to the obligation obligations of a the General Partner or surrender any right or power granted to make the General Partner or any Capital Contribution,Affiliate of the General Partner for the benefit of the Limited Partners; (2ii) reduce to reflect the Capital Account admission, substitution, termination, or withdrawal of a Partner other than Partners in accordance with Article V this Agreement; (iii) to set forth the designations, rights (including redemption rights that differ from those specified in Section 8.6), powers, duties, and preferences of Partnership Units or other Partnership Interests issued pursuant to Section 4.2(a); (iv) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement, or; and (3v) modify the events causing the dissolution to satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of the Partnership, may be made only if (A) the written consent of each a federal or state agency or contained in federal or state law. The General Partner adversely affected by the proposed action is obtained prior shall provide notice to the effectiveness of the Limited Partners when any action or (Bunder this Section 14.1(b) the amendment does not become effective until (i) each Limited Partner has received written notice of the amendment and (ii) any Limited Partner objecting to the amendment has been afforded a reasonable opportunity (under procedures prescribed by the General Partner in its sole discretion) to tender all of the Partner’s Units for repurchase by the Partnership. Notwithstanding the preceding sentence or the provisions of Subsection 8.1(c), any amendment that would alter the provisions of Section 8.1 relating to the material amendment of this Agreement or the provisions of Section 3.8 of this Agreement relating to indemnification may be made only with the unanimous consent of the Partners and, to the extent required by the 1940 Act, approval of a majority of the Directors (and, if so required, a majority of the Independent Directors)is taken. (c) Notwithstanding the provisions of Sections 8.1(aSection 14.1(a) and 8.1(b14.1(b), this Agreement shall not be amended without the Consent of each Partner adversely affected if such amendment would (i) convert a Limited Partner’s interest in the Partnership into a General Partner Interest; (ii) modify the limited liability of a Limited Partner in a manner adverse to such Limited Partner; (iii) alter rights of such Partner to receive distributions pursuant to Article 5 or Article 13, or the allocations specified in Article 6 (except as permitted pursuant to Section 4.2 and Section 14.1(b)(iii)) in a manner adverse to such Partner; (iv) alter or modify the Redemption Right and REIT Shares Amount as set forth in Section 8.6, and the related definitions, in a manner adverse to such Partner; (v) cause the termination of the Partnership prior to the time set forth in Section 2.5 or 13.1; or (vi) amend this AgreementSection 14.1(c); provided, however, that the General Consent of each Partner adversely affected shall not be required for any amendment or action that affects all Partners holding the same class or series of Partnership Units on a uniform or pro rata basis. Any amendment consented to by any Partner shall be effective as to that Partner, at any time without notwithstanding the consent absence of such Consent by any other Partner, may: (1) restate this Agreement, together with any amendments to this Agreement that have been duly adopted in accordance with the provisions of this Agreement to incorporate the amendments in a single, integrated document; (2) amend this Agreement (other than with respect to the matters described in Section 8.1(b) of this Agreement) to change the name of the Partnership in accordance with Section 2.2 hereof or to effect compliance with any applicable law or regulation, including, but not limited to, to satisfy the requirements of applicable U.S. banking law or regulation, or to cure any ambiguity or to correct or supplement any provision of this Agreement that may be inconsistent with any other provision of this Agreement, so long as the action does not adversely affect the rights of any Partner in any material respect; and (3) amend this Agreement to make any changes necessary or desirable, based on advice of legal counsel to the Partnership, to assure the Partnership’s continuing eligibility to be classified for U.S. federal income tax purposes as a Partnership that is not treated as a corporation for tax purposes under the Code; subject, however, to the limitation that any material amendment to this Agreement under Section 8.1(c)(2) or (3) of this Agreement will be valid only if approved by a majority of the Directors (including the vote of a majority of the Independent Directors, if required by the 1940 Act). (d) The Notwithstanding Section 14.1(a) or Section 14.1(b), the General Partner will give prior written notice shall not amend Sections 4.2(a), 7.5, 7.6, 11.2 or 14.2 without the Consent of any proposed amendment to this Agreement (other than any amendment Limited Partners holding a majority of the type contemplated by Section 8.1(c)(1) of this Agreement) to each Partner, which notice sets out (1) the text Percentage Interests of the proposed amendment or (2) a summary of the amendment and a statement that the text of the amendment will be furnished to any Partner upon requestLimited Partners.

Amendment of Partnership Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with the approval of a majority of the Directors (including the vote of a majority of the Independent Directors, but only if such vote is required by the 1940 Act), except that any amendment also must be approved by a majority (as defined in the 0000 1000 Xxx) of the outstanding voting securities of the Partnership if such vote is required by the 0000 1000 Xxx. (b) Any amendment that would: (1) increase the obligation of a Partner to make any Capital Contribution, (2) reduce the Capital Account of a Partner other than in accordance with Article V of this Agreement, or (3) modify the events causing the dissolution of the Partnership, may be made only if (A) the written consent of each Partner adversely affected by the proposed action is obtained prior to the effectiveness of the action or (B) the amendment does not become effective until (i) each Limited Partner has received written notice of the amendment and (ii) any Limited Partner objecting to the amendment has been afforded a reasonable opportunity (under procedures prescribed by the General Partner in its sole discretion) to tender all of the Partner’s Units for repurchase by the Partnership. Notwithstanding the preceding sentence or the provisions of Subsection 8.1(c), any amendment that would alter the provisions of Section 8.1 relating to the material amendment of this Agreement or the provisions of Section 3.8 of this Agreement relating to indemnification may be made only with the unanimous consent of the Partners and, to the extent required by the 1940 Act, approval of a majority of the Directors (and, if so required, a majority of the Independent Directors). (c) Notwithstanding the provisions of Sections 8.1(a) and 8.1(b) of this Agreement, the General Partner, at any time without the consent of any other Partner, may: (1) restate this Agreement, together with any amendments to this Agreement that have been duly adopted in accordance with the provisions of this Agreement to incorporate the amendments in a single, integrated document; (2) amend this Agreement (other than with respect to the matters described in Section 8.1(b) of this Agreement) to change the name of the Partnership in accordance with Section 2.2 hereof or to effect compliance with any applicable law or regulation, including, but not limited to, to satisfy the requirements of applicable U.S. banking law or regulation, or to cure any ambiguity or to correct or supplement any provision of this Agreement that may be inconsistent with any other provision of this Agreement, so long as the action does not adversely affect the rights of any Partner in any material respect; and (3) amend this Agreement to make any changes necessary or desirable, based on advice of legal counsel to the Partnership, to assure the Partnership’s continuing eligibility to be classified for U.S. federal income tax purposes as a Partnership that is not treated as a corporation for tax purposes under the Code; subject, however, to the limitation that any material amendment to this Agreement under Section 8.1(c)(2) or (3) of this Agreement will be valid only if approved by a majority of the Directors (including the vote of a majority of the Independent Directors, if required by the 1940 Act). (d) The General Partner will give prior written notice of any proposed amendment to this Agreement (other than any amendment of the type contemplated by Section 8.1(c)(1) of this Agreement) to each Partner, which notice sets out (1) the text of the proposed amendment or (2) a summary of the amendment and a statement that the text of the amendment will be furnished to any Partner upon request.

Amendment of Partnership Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with the approval of a majority of the Directors (including the vote of a majority of the Independent Directors, but only if such vote is required by the 1940 Act), except that any amendment also must be approved by a majority (as defined in the 0000 Xxx) of the outstanding voting securities of the Partnership if such vote is required by the 0000 Xxx. (b) Any amendment that would: (1) increase the obligation of a Partner to make any Capital Contribution, (2) reduce the Capital Account of a Partner other than in accordance with Article V of this Agreement, or (3) modify the events causing the dissolution of the Partnership, may be made only if (A) the written consent of each Partner adversely affected by the proposed action is obtained prior to the effectiveness of the action or (B) the amendment does not become effective until (i) each Limited Partner has received written notice of the amendment and (ii) any Limited Partner objecting to the amendment has been afforded a reasonable opportunity (under procedures prescribed by the General Partner in its sole discretion) to tender all of the Partner’s Units 's entire Interest for repurchase by the Partnership. Notwithstanding the preceding sentence or the provisions of Subsection 8.1(c), any amendment that would alter the provisions of Section 8.1 relating to the material amendment of this Agreement or the provisions of Section 3.8 of this Agreement relating to indemnification may be made only with the unanimous consent of the Partners and, to the extent required by the 1940 Act, approval of a majority of the Directors (and, if so required, a majority of the Independent Directors). (c) Notwithstanding the provisions of Sections 8.1(a) and 8.1(b) of this Agreement, the General Partner, at any time without the consent of any other Partner, may: (1) restate this Agreement, together with any amendments to this Agreement that have been duly adopted in accordance with the provisions of this Agreement to incorporate the amendments in a single, integrated document; (2) amend this Agreement (other than with respect to the matters described in Section 8.1(b) of this Agreement) to change the name of the Partnership in accordance with Section 2.2 hereof or to effect compliance with any applicable law or regulation, including, but not limited to, to satisfy the requirements of applicable U.S. banking law or regulation, or to cure any ambiguity or to correct or supplement any provision of this Agreement that may be inconsistent with any other provision of this Agreement, so long as the action does not adversely affect the rights of any Partner in any material respect; and (3) amend this Agreement to make any changes necessary or desirable, based on advice of legal counsel to the Partnership, to assure the Partnership’s 's continuing eligibility to be classified for U.S. federal income tax purposes as a Partnership that is not treated as a corporation for tax purposes under the Code; subject, however, to the limitation that any material amendment to this Agreement under Section 8.1(c)(2) or (3) of this Agreement will be valid only if approved by a majority of the Directors (including the vote of a majority of the Independent Directors, if required by the 1940 Act). (d) The General Partner will give prior written notice of any proposed amendment to this Agreement (other than any amendment of the type contemplated by Section 8.1(c)(18.1(c) of this Agreement) to each Partner, which notice sets out (1) the text of the proposed amendment or (2) a summary of the amendment and a statement that the text of the amendment will be furnished to any Partner upon request.

Amendment of Partnership Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with the approval of a majority of the Directors (including the vote of a majority of the Independent Directors, but only if such vote is required by the 1940 Act), except that any amendment also must be approved by a majority (as defined in the 0000 1000 Xxx) of the outstanding voting securities of the Partnership if such vote is required by the 0000 1000 Xxx. (b) Any amendment that would: (1) increase the obligation of a Partner to make any Capital Contribution, (2) reduce the Capital Account of a Partner other than in accordance with Article V of this Agreement, or (3) modify the events causing the dissolution of the Partnership, may be made only if (A) the written consent of each Partner adversely affected by the proposed action is obtained prior to the effectiveness of the action or (B) the amendment does not become effective until (i) each Limited Partner has received written notice of the amendment and (ii) any Limited Partner objecting to the amendment has been afforded a reasonable opportunity (under procedures prescribed by the General Partner in its sole discretion) to tender all of the Partner’s Units for repurchase by the Partnership. Notwithstanding the preceding sentence or the provisions of Subsection 8.1(c), any amendment that would alter the provisions of Section 8.1 relating to the material amendment of this Agreement or the provisions of Section 3.8 of this Agreement relating to indemnification may be made only with the unanimous consent of the Partners and, to the extent required by the 1940 Act, approval of a majority of the Directors (and, if so required, a majority of the Independent Directors). (c) Notwithstanding the provisions of Sections 8.1(a) and 8.1(b) of this Agreement, the General Partner, at any time without the consent of any other Partner, may: (1) restate this Agreement, together with any amendments to this Agreement that have been duly adopted in accordance with the provisions of this Agreement to incorporate the amendments in a single, integrated document; (2) amend this Agreement (other than with respect to the matters described in Section 8.1(b) of this Agreement) to change the name of the Partnership in accordance with Section 2.2 hereof or to effect compliance with any applicable law or regulation, including, but not limited to, to satisfy the requirements of applicable U.S. banking law or regulation, or to cure any ambiguity or to correct or supplement any provision of this Agreement that may be inconsistent with any other provision of this Agreement, so long as the action does not adversely affect the rights of any Partner in any material respect; and (3) amend this Agreement to make any changes necessary or desirable, based on advice of legal counsel to the Partnership, to assure the Partnership’s continuing eligibility to be classified for U.S. federal income tax purposes as a Partnership that is not treated as a corporation for tax purposes under the Code; subject, however, to the limitation that any material amendment to this Agreement under Section 8.1(c)(2) or (3) of this Agreement will be valid only if approved by a majority of the Directors (including the vote of a majority of the Independent Directors, if required by the 1940 Act). (d) The General Partner will give prior written notice of any proposed amendment to this Agreement (other than any amendment of the type contemplated by Section 8.1(c)(18.1(c) of this Agreement) to each Partner, which notice sets out (1) the text of the proposed amendment or (2) a summary of the amendment and a statement that the text of the amendment will be furnished to any Partner upon request.

Amendment of Partnership Agreement. (a) Amendments to this Agreement may be proposed by the General Partner or by Limited Partners holding twenty-five percent (25%) or more of the Partnership Interests. Following such proposal, the General Partner shall submit any proposed amendment to the Limited Partners. The General Partner shall seek the written vote of the Partners on the proposed amendment or shall call a meeting to vote thereon and to transact any other business that it may deem appropriate. For purposes of obtaining a written vote, the General Partner may require a response within a reasonable specified time, but not less than fifteen (15) days, and failure to respond in such time period shall constitute a vote which is consistent with the General Partner’s recommendation with respect to the proposal. Except as otherwise provided in this Section 8.1Agreement, this Agreement may a proposed amendment shall be amended, in whole or in part, with adopted and be effective as an amendment hereto if it is approved by the approval General Partner and it receives the Consent of the Partners holding a majority of the Directors (including the vote of a majority Percentage Interests of the Independent Directors, but only if such vote is required by the 1940 Act), except that any amendment also must be approved by a majority (as defined in the 0000 Xxx) of the outstanding voting securities of the Partnership if such vote is required by the 0000 XxxPartners. (b) Any amendment that would: (1) increase the obligation of a Partner to make any Capital Contribution, (2) reduce the Capital Account of a Partner other than in accordance with Article V of this AgreementNotwithstanding Section 14.1(a), or (3) modify the events causing the dissolution of the Partnership, may be made only if (A) the written consent of each Partner adversely affected by the proposed action is obtained prior to the effectiveness of the action or (B) the amendment does not become effective until (i) each Limited Partner has received written notice of the amendment and (ii) any Limited Partner objecting to the amendment has been afforded a reasonable opportunity (under procedures prescribed by the General Partner in its sole discretion) to tender all of shall have the Partner’s Units for repurchase by the Partnership. Notwithstanding the preceding sentence or the provisions of Subsection 8.1(c)power, any amendment that would alter the provisions of Section 8.1 relating to the material amendment of this Agreement or the provisions of Section 3.8 of this Agreement relating to indemnification may be made only with the unanimous consent of the Partners and, to the extent required by the 1940 Act, approval of a majority of the Directors (and, if so required, a majority of the Independent Directors). (c) Notwithstanding the provisions of Sections 8.1(a) and 8.1(b) of this Agreement, the General Partner, at any time without the consent of the Limited Partners, to amend this Agreement as may be required to facilitate or implement any other Partner, mayof the following purposes: (1i) restate this Agreementto add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (ii) to reflect the admission, together with any amendments to this Agreement that have been duly adopted substitution, termination, or withdrawal of Partners in accordance with the provisions of this Agreement to incorporate the amendments in a single, integrated documentAgreement; (2iii) amend this Agreement to set forth the designations, rights (other than with respect to the matters described including redemption rights that differ from those specified in Section 8.1(b8.6), powers, duties, and preferences of OP Units or other Partnership Interests issued pursuant to Section 4.2(a) of this Agreementhereof; (iv) to reflect a change the name of the Partnership in accordance with Section 2.2 hereof or to effect compliance with any applicable law or regulation, including, but not limited to, to satisfy the requirements of applicable U.S. banking law or regulation, or to cure any ambiguity or to correct or supplement any provision of this Agreement that may be inconsistent with any other provision of this Agreement, so long as the action does not adversely affect the rights of any Partner the Limited Partners hereunder in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (v) to modify the manner in which capital accounts are computed; (vi) to include provisions referenced in future federal income tax guidance relating to compensatory partnership interests that the General Partner believes are reasonably necessary in respect of such guidance, including as provided in Section 4.6(c); and (3vii) to satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law. The General Partner shall provide notice to the Limited Partners when any action under this Section 14.1(b) is taken. (c) Notwithstanding Section 14.1(a) and 14.1(b) hereof, this Agreement shall not be amended without the consent of each Partner (or Assignee who is a bona fide financial institution that loans money or otherwise extends credit to a Limited Partner) whose rights hereunder are adversely affected if such amendment would (i) convert a Limited Partner’s interest in the Partnership into a General Partner Interest; (ii) modify the limited liability of a Limited Partner; (iii) alter rights of such Partner to receive distributions pursuant to Article 5 or Article 13, or the allocations specified in Article 6 (except as permitted pursuant to Section 4.2 and Section 14.1(b)(iii) hereof) in a manner adverse to such Partner; (iv) materially alter or modify the Redemption Right and REIT Shares Amount as set forth in Section 8.6, and the related definitions; (v) amend this Agreement to make any changes necessary or desirable, based on advice of legal counsel to the Partnership, to assure the Partnership’s continuing eligibility to be classified for U.S. federal income tax purposes as a Partnership that is not treated as a corporation for tax purposes under the Code; subject, however, to the limitation that any material amendment to this Agreement under Section 8.1(c)(2) or (3) of this Agreement will be valid only if approved by a majority of the Directors (including the vote of a majority of the Independent Directors, if required by the 1940 Act14.1(c). (d) The Notwithstanding Section 14.1(a) or Section 14.1(b) hereof, the General Partner will give prior written notice of any proposed amendment to this Agreement (other than any amendment shall not amend Sections 4.2, 4.3, 7.3, 7.5, 7.6, 7.8, 8.5, 11.2 or 14.2 without the Consent of the type contemplated Limited Partners (excluding the Percentage Interests held directly or indirectly by Section 8.1(c)(1) of this Agreement) to each Partner, which notice sets out (1) the text of the proposed amendment or (2) a summary of the amendment and a statement that the text of the amendment will be furnished to any Partner upon requestSTAG REIT).

Amendment of Partnership Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with the unanimous approval of a majority of the Directors (including the vote of a majority of the Independent Directors, but only if such vote is required by the 1940 Act), except that (i) any amendment also must be approved by a majority (as defined in the 0000 Xxx) of the outstanding voting securities of the Partnership if such vote is required by the 0000 Xxx1940 Act and (ii) any amendment otherwise covered by Section 8.1(c) below must be approved in accordance with the vote required by such Section. (b) Any amendment that would: (1) increase the establish an obligation of for a Partner to make any Capital Contribution, (2) reduce the Capital Account of a Partner other than in accordance with Article V of this Agreement, or (3) modify the events causing the dissolution of the Partnership, may be made only if (A) the written consent of each Partner adversely affected by the proposed action is obtained prior to the effectiveness of the action or (B) the amendment does not become effective until (i) each Limited Partner has received written notice of the amendment and (ii) any Limited Partner objecting to the amendment has been afforded a reasonable opportunity (under procedures prescribed by the General Partner in its sole discretion) to tender all of the Partner’s Units for repurchase by the Partnershipaction. Notwithstanding the preceding sentence or the provisions of Subsection 8.1(c), any amendment that would alter the provisions of Section 8.1 relating to the material amendment of this Agreement or the provisions of Section 3.8 3.10 of this Agreement relating to indemnification may be made only with the unanimous consent of the Partners and, to the extent required by the 1940 Act, approval of a majority of the Directors (and, if so required, a majority of the Independent Directors). (c) Subject to Section 8.1(b), any amendment that would change a Protected Provision may be made only with Minimum Limited Partner Approval and the unanimous approval of the Directors. (d) Notwithstanding the provisions of Sections 8.1(a) and 8.1(b) of this Agreement, but subject to the provisions of Section 8.1(c), the General Partner, at any time without the consent of any other Partner, may: (1) restate this Agreement, together with any amendments to this Agreement that have been duly adopted in accordance with the provisions of this Agreement to incorporate the amendments in a single, integrated document; (2) amend this Agreement (other than with respect to the matters described in Section 8.1(b) of this Agreement) to change the name of the Partnership in accordance with Section 2.2 hereof or to effect compliance with any applicable law or regulation, including, but not limited to, to satisfy the requirements of applicable U.S. banking law or regulation, or to cure any ambiguity or to correct or supplement any provision of this Agreement that may be inconsistent with any other provision of this Agreement, so long as the action does not adversely affect the rights of any Partner in any material respect; andhereof; (3) amend this Agreement to make any changes necessary or desirable, based on advice of legal counsel to the Partnership, to assure the Partnership’s continuing eligibility to be classified for U.S. federal Federal income tax purposes as a Partnership that is not treated as a corporation for tax purposes under the Code; subject, however, to the limitation that any material amendment to this Agreement under this Section 8.1(c)(28.1(d)(3) or (3) of this Agreement will be valid only if approved by a majority of the Directors (including the vote of a majority of the Independent Directors, if required by the 1940 Act0000 Xxx); and (4) amend this Agreement as necessary to state the actual percentage reflected by the Repurchase Participation Percentage. (de) The General Partner will give prior written notice of any proposed amendment to this Agreement (other than any amendment of the type contemplated by Section 8.1(c)(18.1(d)(1) of this Agreement) to each Partner, which notice sets out (1) the text of the proposed amendment or (2) a summary of the amendment and a statement that the text of the amendment will be furnished to any Partner upon request.

Amendment of Partnership Agreement. A. Amendments to this Agreement may be proposed by the General Partner or by Limited Partners holding twenty percent (a20%) or more of the Partnership Interests. Following such proposal, the General Partner shall submit any proposed amendment to the Limited Partners. The General Partner shall seek the written vote of the Partners on the proposed amendment or shall call a meeting to vote thereon and to transact any other business that it may deem appropriate. For purposes of obtaining a written vote, the General Partner may require a response within a reasonable specified time, but not less than fifteen (15) days, and failure to respond in such time period shall constitute a vote which is consistent with the General Partner’s recommendation with respect to the proposal. Except as otherwise provided in this Section 8.1Agreement, this Agreement may a proposed amendment shall be amended, in whole or in part, with adopted and be effective as an amendment hereto if it is approved by the approval General Partner and it receives the Consent of Partners holding a majority of the Directors (including the vote of a majority Percentage Interests of the Independent DirectorsLimited Partners. B. Notwithstanding Section 14.1.A, but only if such vote is required by the 1940 Act)General Partner shall have the power, except that any amendment also must be approved by a majority (as defined in without the 0000 Xxx) consent of the outstanding voting securities Limited Partners, to amend this Agreement as may be required to facilitate or implement any of the Partnership if such vote is required by the 0000 Xxx. (b) Any amendment that wouldfollowing purposes: (1) increase to add to the obligation obligations of a the General Partner or surrender any right or power granted to make the General Partner or any Capital Contribution,Affiliate of the General Partner for the benefit of the Limited Partners; (2) reduce to reflect the Capital Account admission, substitution, termination, or withdrawal of a Partner other than Partners in accordance with Article V of this Agreement, or; (3) modify to set forth the events causing designations, rights (including redemption rights that differ from those specified in Section 8.6), powers, duties, and preferences of Partnership Units or other Partnership Interests issued pursuant to Section 4.2.A hereof; (4) to reflect a change that is of an inconsequential nature and does not adversely affect the dissolution Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; and (5) to satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law. The General Partner shall provide notice to the PartnershipLimited Partners when any action under this Section 14.1.B is taken. C. Notwithstanding Section 14.1.A and 14.1.B hereof, may this Agreement shall not be made only if (A) amended without the written consent Consent of each Partner adversely affected by if such amendment would (i) convert a Limited Partner’s interest in the proposed action is obtained Partnership into a General Partner Interest; (ii) modify the limited liability of a Limited Partner in a manner adverse to such Limited Partner; (iii) alter rights of such Partner to receive distributions pursuant to Article 5 or Article 13, or the allocations specified in Article 6 (except as permitted pursuant to Section 4.2 and Section 14.1.B(3) hereof) in a manner adverse to such Partner; (iv) alter or modify the Redemption Right and REIT Shares Amount as set forth in Section 8.6, and the related definitions, in a manner adverse to such Partner; (v) cause the termination of the Partnership prior to the effectiveness of the action time set forth in Section 2.5 or 13.1; or (Bvi) amend this Section 14.1.C; provided, however, that the Consent of each Partner adversely affected shall not be required for any amendment does not become or action that affects all Partners holding the same class or series of Partnership Units on a uniform or pro rata basis. Any amendment consented to by any Partner shall be effective until (i) each Limited Partner has received written notice as to that Partner, notwithstanding the absence of the amendment and (ii) such Consent by any Limited Partner objecting to the amendment has been afforded a reasonable opportunity (under procedures prescribed by other Partner. D. Notwithstanding Section 14.1.A or Section 14.1.B hereof, the General Partner in its sole discretion) to tender all shall not amend Sections 4.2.A, 7.5, 7.6, 11.2 or 14.2 without the Consent of the Partner’s Units for repurchase by the Partnership. Notwithstanding the preceding sentence or the provisions of Subsection 8.1(c), any amendment that would alter the provisions of Section 8.1 relating to the material amendment of this Agreement or the provisions of Section 3.8 of this Agreement relating to indemnification may be made only with the unanimous consent of the Limited Partners and, to the extent required by the 1940 Act, approval of holding a majority of the Directors (and, if so required, a majority Percentage Interests of the Independent Directors)Limited Partners. (c) Notwithstanding the provisions of Sections 8.1(a) and 8.1(b) of this Agreement, the General Partner, at any time without the consent of any other Partner, may: (1) restate this Agreement, together with any amendments to this Agreement that have been duly adopted in accordance with the provisions of this Agreement to incorporate the amendments in a single, integrated document; (2) amend this Agreement (other than with respect to the matters described in Section 8.1(b) of this Agreement) to change the name of the Partnership in accordance with Section 2.2 hereof or to effect compliance with any applicable law or regulation, including, but not limited to, to satisfy the requirements of applicable U.S. banking law or regulation, or to cure any ambiguity or to correct or supplement any provision of this Agreement that may be inconsistent with any other provision of this Agreement, so long as the action does not adversely affect the rights of any Partner in any material respect; and (3) amend this Agreement to make any changes necessary or desirable, based on advice of legal counsel to the Partnership, to assure the Partnership’s continuing eligibility to be classified for U.S. federal income tax purposes as a Partnership that is not treated as a corporation for tax purposes under the Code; subject, however, to the limitation that any material amendment to this Agreement under Section 8.1(c)(2) or (3) of this Agreement will be valid only if approved by a majority of the Directors (including the vote of a majority of the Independent Directors, if required by the 1940 Act). (d) The General Partner will give prior written notice of any proposed amendment to this Agreement (other than any amendment of the type contemplated by Section 8.1(c)(1) of this Agreement) to each Partner, which notice sets out (1) the text of the proposed amendment or (2) a summary of the amendment and a statement that the text of the amendment will be furnished to any Partner upon request.

Amendment of Partnership Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with the approval of a majority of the Directors (including the vote of a majority of the Independent Directors, but only if such vote is required by the 1940 Act), except that any amendment also must be approved by a majority (as defined in the 0000 Xxx) of the outstanding voting securities of the Partnership if such vote is required by the 0000 Xxx. (b) Any amendment that would: (1) increase the obligation of a Partner to make any Capital Contribution, (2) reduce the Capital Account of a Partner other than in accordance with Article V of this Agreement, or (3) modify the events causing the dissolution of the Partnership, may be made only if (A) the written consent of each Partner adversely affected by the proposed action is obtained prior to the effectiveness of the action or (B) the amendment does not become effective until (i) each Limited Partner has received written notice of the amendment and (ii) any Limited Partner objecting to the amendment has been afforded a reasonable opportunity (under procedures prescribed by the General Partner in its sole discretion) to tender all of the Partner’s Units 's entire Interest for repurchase by the Partnership. Notwithstanding the preceding sentence or the provisions of Subsection 8.1(c), any amendment that would alter the provisions of Section 8.1 relating to the material amendment of this Agreement or the provisions of Section 3.8 3.10 of this Agreement relating to indemnification may be made only with the unanimous consent of the Partners and, to the extent required by the 1940 Act, approval of a majority of the Directors (and, if so required, a majority of the Independent Directors). (c) Notwithstanding the provisions of Sections 8.1(a) and 8.1(b) of this Agreement, the General Partner, at any time without the consent of any other Partner, may: (1) restate this Agreement, together with any amendments to this Agreement that have been duly adopted in accordance with the provisions of this Agreement to incorporate the amendments in a single, integrated document; (2) amend this Agreement (other than with respect to the matters described in Section 8.1(b) of this Agreement) to change the name of the Partnership in accordance with Section 2.2 hereof or to effect compliance with any applicable law or regulation, including, but not limited to, to satisfy the requirements of applicable U.S. banking law or regulation, or to cure any ambiguity or to correct or supplement any provision of this Agreement that may be inconsistent with any other provision of this Agreement, so long as the action does not adversely affect the rights of any Partner in any material respect; and (3) amend this Agreement to make any changes necessary or desirable, based on advice of legal counsel to the Partnership, to assure the Partnership’s 's continuing eligibility to be classified for U.S. federal income tax purposes as a Partnership that is not treated as a corporation for tax purposes under the Code; subject, however, to the limitation that any material amendment to this Agreement under Section 8.1(c)(2) or (3) of this Agreement will be valid only if approved by a majority of the Directors (including the vote of a majority of the Independent Directors, if required by the 1940 Act). (d) The General Partner will give prior written notice of any proposed amendment to this Agreement (other than any amendment of the type contemplated by Section 8.1(c)(1) of this Agreement) to each Partner, which notice sets out (1) the text of the proposed amendment or (2) a summary of the amendment and a statement that the text of the amendment will be furnished to any Partner upon request.

Amendment of Partnership Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with the approval of a majority of the Directors (including the vote of a majority of the Independent Directors, but only if such vote is required by the 1940 Act), except that any amendment also must be approved by a majority (as defined in the 0000 Xxx) of the outstanding voting securities of the Partnership if such vote is required by the 0000 Xxx. (b) Any amendment that would: (1) increase the obligation of a Partner to make any Capital Contribution,; (2) reduce the Capital Account of a Partner other than in accordance with Article V of this Agreement, ; or (3) modify the events causing the dissolution of the Partnership, may be made only if (A) the written consent of each Partner adversely affected by the proposed action is obtained prior to the effectiveness of the action or (B) the amendment does not become effective until (i) each Limited Partner has received written notice of the amendment and (ii) any Limited Partner objecting to the amendment has been afforded a reasonable opportunity (under procedures prescribed by the General Partner in its sole discretion) to tender all of the Partner’s Units 's entire Interest for repurchase by the Partnership. Notwithstanding the preceding sentence or the provisions of Subsection 8.1(c), any amendment that would alter the provisions of Section 5.6 of this Agreement relating to the General Partner's Performance Incentive, the provisions of this Section 8.1 relating to the material amendment of this Agreement Agreement, or the provisions of Section 3.8 3.10 of this Agreement relating to indemnification may be made only with the unanimous consent of the Partners and, to the extent required by the 1940 Act, approval of a majority of the Directors (and, if so required, a majority of the Independent Directors). (c) Notwithstanding the provisions of Sections 8.1(a) and 8.1(b) of this Agreement, the General Partner, at any time without the consent of any other Partner, may: (1) restate this Agreement, together with any amendments to this Agreement that have been duly adopted in accordance with the provisions of this Agreement to incorporate the amendments in a single, integrated document; (2) amend this Agreement (other than with respect to the matters described in Section 8.1(b) of this Agreement) to change the name of the Partnership in accordance with Section 2.2 hereof or to effect compliance with any applicable law or regulation, including, but not limited to, to satisfy the requirements of applicable U.S. banking law or regulation, or to cure any ambiguity or to correct or supplement any provision of this Agreement that may be inconsistent with any other provision of this Agreement, so long as the action does not adversely affect the rights of any Partner in any material respect; and (3) amend this Agreement to make any changes necessary or desirable, based on advice of legal counsel to the Partnership, to assure the Partnership’s 's continuing eligibility to be classified for U.S. federal Federal income tax purposes as a Partnership partnership that is not treated as a corporation for tax purposes under the Code; subject, however, to the limitation that any material amendment to this Agreement under Section 8.1(c)(2) or (3) of this Agreement will be valid only if approved by a majority of the Directors (including the vote of a majority of the Independent Directors, if required by the 1940 Act). (d) The General Partner will give prior written notice of any proposed amendment to this Agreement (other than any amendment of the type contemplated by Section 8.1(c)(1) of this Agreement) to each Partner, which notice sets out (1) the text of the proposed amendment or (2) a summary of the amendment and a statement that the text of the amendment will be furnished to any Partner upon request.

Amendment of Partnership Agreement. (a) Subject to Section 7.12, amendments to this Agreement may be proposed by the General Partner or by Limited Partners holding twenty-five percent (25%) or more of the Partnership Interests. Following such proposal, the General Partner shall submit any proposed amendment to the Limited Partners. The General Partner shall seek the written vote of the Partners on the proposed amendment or shall call a meeting to vote thereon and to transact any other business that it may deem appropriate. For purposes of obtaining a written vote, the General Partner may require a response within a reasonable specified time, but not less than fifteen (15) days, and failure to respond in such time period shall constitute a vote which is consistent with the General Partner’s recommendation with respect to the proposal. Except as otherwise provided in this Section 8.1Agreement, this Agreement may a proposed amendment shall be amended, in whole or in part, with adopted and be effective as an amendment hereto if it is approved by the approval General Partner and it receives the Consent of Partners holding a majority of the Directors (including the vote of a majority Percentage Interests of the Independent Directors, but only if such vote is required by the 1940 Act), except that any amendment also must be approved by a majority (as defined in the 0000 Xxx) of the outstanding voting securities of the Partnership if such vote is required by the 0000 XxxLimited Partners. (b) Any amendment that wouldNotwithstanding Section 14.1(a), the General Partner shall have the power, without the consent of the Limited Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1i) increase to add to the obligation obligations of a the General Partner or surrender any right or power granted to make the General Partner or any Capital Contribution,Affiliate of the General Partner for the benefit of the Limited Partners; (2ii) reduce to reflect the Capital Account admission, substitution, termination, or withdrawal of a Partner other than Partners in accordance with Article V this Agreement; (iii) to set forth the designations, rights (including redemption rights that differ from those specified in Section 8.6), powers, duties, and preferences of Partnership Units or other Partnership Interests issued pursuant to Section 4.2(a); (iv) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement, or; and (3v) modify the events causing the dissolution to satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of the Partnership, may be made only if (A) the written consent of each a federal or state agency or contained in federal or state law. The General Partner adversely affected by the proposed action is obtained prior shall provide notice to the effectiveness of the Limited Partners when any action or (Bunder this Section 14.1(b) the amendment does not become effective until (i) each Limited Partner has received written notice of the amendment and (ii) any Limited Partner objecting to the amendment has been afforded a reasonable opportunity (under procedures prescribed by the General Partner in its sole discretion) to tender all of the Partner’s Units for repurchase by the Partnership. Notwithstanding the preceding sentence or the provisions of Subsection 8.1(c), any amendment that would alter the provisions of Section 8.1 relating to the material amendment of this Agreement or the provisions of Section 3.8 of this Agreement relating to indemnification may be made only with the unanimous consent of the Partners and, to the extent required by the 1940 Act, approval of a majority of the Directors (and, if so required, a majority of the Independent Directors)is taken. (c) Notwithstanding the provisions of Sections 8.1(aSection 14.1(a) and 8.1(b14.1(b), this Agreement shall not be amended without the Consent of each Partner adversely affected if such amendment would (i) convert a Limited Partner’s interest in the Partnership into a General Partner Interest; (ii) modify the limited liability of a Limited Partner in a manner adverse to such Limited Partner; (iii) alter rights of such Partner to receive distributions pursuant to Article 5 or Article 13, or the allocations specified in Article 6 (except as permitted pursuant to Section 4.2 and Section 14.1(b)(iii)) in a manner adverse to such Partner; (iv) alter or modify the Redemption Right and REIT Shares Amount as set forth in Section 8.6, and the related definitions, in a manner adverse to such Partner; (v) cause the termination of the Partnership prior to the time set forth in Section 2.5 or 13.1; or (vi) amend this AgreementSection 14.1(c); provided, however, that the General Consent of each Partner adversely affected shall not be required for any amendment or action that affects all Partners holding the same class or series of Partnership Units on a uniform or pro rata basis. Any amendment consented to by any Partner shall be effective as to that Partner, at any time without notwithstanding the consent absence of such Consent by any other Partner, may: (1) restate this Agreement, together with any amendments to this Agreement that have been duly adopted in accordance with the provisions of this Agreement to incorporate the amendments in a single, integrated document; (2) amend this Agreement (other than with respect to the matters described in Section 8.1(b) of this Agreement) to change the name of the Partnership in accordance with Section 2.2 hereof or to effect compliance with any applicable law or regulation, including, but not limited to, to satisfy the requirements of applicable U.S. banking law or regulation, or to cure any ambiguity or to correct or supplement any provision of this Agreement that may be inconsistent with any other provision of this Agreement, so long as the action does not adversely affect the rights of any Partner in any material respect; and (3) amend this Agreement to make any changes necessary or desirable, based on advice of legal counsel to the Partnership, to assure the Partnership’s continuing eligibility to be classified for U.S. federal income tax purposes as a Partnership that is not treated as a corporation for tax purposes under the Code; subject, however, to the limitation that any material amendment to this Agreement under Section 8.1(c)(2) or (3) of this Agreement will be valid only if approved by a majority of the Directors (including the vote of a majority of the Independent Directors, if required by the 1940 Act). (d) The Notwithstanding Section 14.1(a) or Section 14.1(b), the General Partner will give prior written notice shall not amend Sections 4.2(a), 7.5, 7.6, 11.2 or 14.2 without the Consent of any proposed amendment to this Agreement (other than any amendment Limited Partners holding a majority of the type contemplated by Section 8.1(c)(1) of this Agreement) to each Partner, which notice sets out (1) the text Percentage Interests of the proposed amendment or (2) a summary of the amendment and a statement that the text of the amendment will be furnished to any Partner upon requestLimited Partners.

Amendment of Partnership Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with the approval of a majority of the Directors (including the vote of a majority of the Independent Directors, but only if such vote is required by the 1940 Act), except that any amendment also must be approved by a majority (as defined in the 0000 Xxx) of the outstanding voting securities of the Partnership if such vote is required by the 0000 Xxx. (b) Any amendment that would: (1) increase the obligation of a Partner to make any Capital Contribution,; (2) reduce the Capital Account of a Partner other than in accordance with Article V of this Agreement, ; or (3) modify the events causing the dissolution of the Partnership, may be made only if (A) the written consent of each Partner adversely affected by the proposed action is obtained prior to the effectiveness of the action or (B) the amendment does not become effective until (i) each Limited Partner has received written notice of the amendment and (ii) any Limited Partner objecting to the amendment has been afforded a reasonable opportunity (under procedures prescribed by the General Partner in its sole discretion) to tender all of the Partner’s Units entire Interest for repurchase by the Partnership. Notwithstanding the preceding sentence or the provisions of Subsection 8.1(c), any amendment that would alter the provisions of Section 5.6 of this Agreement relating to the General Partner’s Performance Incentive, the provisions of this Section 8.1 relating to the material amendment of this Agreement or the provisions of Section 3.8 3.10 of this Agreement relating to indemnification may be made only with the unanimous consent of the Partners holding at least two-thirds (2/3) of the Partnership’s outstanding Interests and, to the extent required by the 1940 Act, approval of a majority of the Directors (and, if so required, a majority of the Independent Directors). (c) Notwithstanding the provisions of Sections 8.1(a) and 8.1(b) of this Agreement, the General Partner, at any time without the consent of any other Partner, may: (1) restate this Agreement, together with any amendments to this Agreement that have been duly adopted in accordance with the provisions of this Agreement to incorporate the amendments in a single, integrated document; (2) amend this Agreement (other than with respect to the matters described in Section 8.1(b) of this Agreement) to change the name of the Partnership in accordance with Section 2.2 hereof or to effect compliance with any applicable law or regulation, including, but not limited towithout limitation, to satisfy the requirements of applicable U.S. banking law or regulation, or to cure any ambiguity or to correct or supplement any provision of this Agreement that may be inconsistent with any other provision of this Agreement, so long as the action does not adversely affect the rights of any Partner in any material respect; and (3) amend this Agreement to make any changes necessary or desirable, based on advice of legal counsel to the Partnership, to assure the Partnership’s continuing eligibility to be classified for U.S. federal Federal income tax purposes as a Partnership partnership that is not treated as a corporation for tax purposes under the Code; subject, however, to the limitation that any material amendment to this Agreement under Section 8.1(c)(2) or (3) of this Agreement will be valid only if approved by a majority of the Directors (including the vote of a majority of the Independent Directors, if required by the 1940 Act). (d) The General Partner will give prior written notice of any proposed amendment to this Agreement (other than any amendment of the type contemplated by Section 8.1(c)(1) of this Agreement) to each Partner, which notice sets out (1) the text of the proposed amendment or (2) a summary of the amendment and a statement that the text of the amendment will be furnished to any Partner upon request.

Amendment of Partnership Agreement. (a) Except as otherwise provided in this Section 8.1, A. Amendments to this Agreement may be amendedproposed by the General Partner or by any Limited Partners (other than the Company) holding twenty percent (20%) or more of the Partnership Interests. Following such proposal, the General Partner shall submit any proposed amendment to the Limited Partners. The General Partner shall seek the written vote of the Partners on the proposed amendment or shall call a meeting to vote thereon and to transact any other business that it may deem appropriate. For purposes of obtaining a written vote, the General Partner may require a response within a reasonable specified time, but not less than fifteen (15) days, and failure to respond in whole or in part, such time period shall constitute a vote which is consistent with the approval General Partner’s recommendation with respect to the proposal. Except as provided in Sections 7.3.A, 7.3.B, 13.1.C, 14.1.B, 14.1.C or 14.1.D, a proposed amendment shall be adopted and be effective as an amendment hereto if it is approved by the General Partner and it receives the Consent of Partners holding a majority of the Directors Percentage Interests of the Limited Partners (including Limited Partner Interests held by the vote of a majority Company). B. Notwithstanding Section 14.1.A, the General Partner shall have the power, without the consent of the Independent DirectorsLimited Partners, but only if such vote is to amend this Agreement as may be required by the 1940 Act), except that to facilitate or implement any amendment also must be approved by a majority (as defined in the 0000 Xxx) of the outstanding voting securities of the Partnership if such vote is required by the 0000 Xxx. (b) Any amendment that wouldfollowing purposes: (1) increase to add to the obligation obligations of a the General Partner or surrender any right or power granted to make the General Partner or any Capital Contribution,Affiliate of the General Partner for the benefit of the Limited Partners; (2) reduce to reflect the Capital Account admission, substitution, termination, or withdrawal of a Partner other than Partners in accordance with Article V of this Agreement, or; (3) modify to set forth the events causing the dissolution designations, rights (including redemption rights that differ from those specified in Section 8.6), powers, duties, and preferences of the Partnership, may be made only if Partnership Units or other Partnership Interests issued pursuant to Section 4.2.A hereof; (A4) the written consent to reflect a change that is of each Partner adversely affected by the proposed action is obtained prior to the effectiveness of the action or (B) the amendment an inconsequential nature and does not become effective until (i) each adversely affect the Limited Partner has received written notice of the amendment and (ii) Partners in any Limited Partner objecting material respect, or to the amendment has been afforded a reasonable opportunity (under procedures prescribed by the General Partner cure any ambiguity, correct or supplement any provision in its sole discretion) to tender all of the Partner’s Units for repurchase by the Partnership. Notwithstanding the preceding sentence or the provisions of Subsection 8.1(c), any amendment that would alter the provisions of Section 8.1 relating to the material amendment of this Agreement not inconsistent with law or the provisions of Section 3.8 of this Agreement relating with other provisions, or make other changes with respect to indemnification may be made only with the unanimous consent of the Partners and, to the extent required by the 1940 Act, approval of a majority of the Directors (and, if so required, a majority of the Independent Directors). (c) Notwithstanding the provisions of Sections 8.1(a) and 8.1(b) of this Agreement, the General Partner, at any time without the consent of any other Partner, may: (1) restate this Agreement, together with any amendments to matters arising under this Agreement that have been duly adopted in accordance will not be inconsistent with law or with the provisions of this Agreement to incorporate the amendments in a single, integrated document; (2) amend this Agreement (other than with respect to the matters described in Section 8.1(b) of this Agreement) to change the name of the Partnership in accordance with Section 2.2 hereof or to effect compliance with any applicable law or regulation, including, but not limited to, to satisfy the requirements of applicable U.S. banking law or regulation, or to cure any ambiguity or to correct or supplement any provision of this Agreement that may be inconsistent with any other provision of this Agreement, so long as the action does not adversely affect the rights of any Partner in any material respect; and (35) amend this Agreement to make satisfy any changes necessary requirements, conditions, or desirableguidelines contained in any order, based on advice of legal counsel to the Partnershipdirective, to assure the Partnership’s continuing eligibility to be classified for U.S. federal income tax purposes as a Partnership that is not treated as a corporation for tax purposes under the Code; subjectopinion, however, to the limitation that any material amendment to this Agreement under Section 8.1(c)(2) ruling or (3) of this Agreement will be valid only if approved by a majority of the Directors (including the vote regulation of a majority of the Independent Directors, if required by the 1940 Act)federal or state agency or contained in federal or state law. (d) The General Partner will give prior written notice of any proposed amendment to this Agreement (other than any amendment of the type contemplated by Section 8.1(c)(1) of this Agreement) to each Partner, which notice sets out (1) the text of the proposed amendment or (2) a summary of the amendment and a statement that the text of the amendment will be furnished to any Partner upon request.

Amendment of Partnership Agreement. (a) Except as otherwise provided in this Section SECTION 8.1, this Agreement may be amended, in whole or in part, with the approval of a majority of the Directors (including the vote of a majority of the Independent Directors, but only if such vote is required by the 1940 Act), except that any amendment also must be approved by a majority (as defined in the 0000 Xxx1940 Act) of the outstanding voting securities of the Partnership if such xx xxxx vote is required by the 0000 Xxx1940 Act. (b) Any amendment that would: (1) increase the obligation of a Partner to make any Capital Contribution, (2) reduce the Capital Account of a Partner other than in accordance with Article ARTICLE V of this Agreement, or (3) modify the events causing the dissolution of the Partnership, may be made only if (A) the written consent of each Partner adversely affected by the proposed action is obtained prior to the effectiveness of the action or (B) the amendment does not become effective until (i) each Limited Partner has received written notice of the amendment and (ii) any Limited Partner objecting to the amendment has been afforded a reasonable opportunity (under procedures prescribed by the General Partner in its sole discretion) to tender all of the Partner’s Units 's entire Interest for repurchase by the Partnership. Notwithstanding the preceding sentence or the provisions of Subsection 8.1(cSUBSECTION 8.1(C), any amendment that would alter the provisions of Section SECTION 8.1 relating to the material amendment of this Agreement or the provisions of Section SECTION 3.8 of this Agreement relating to indemnification may be made only with the unanimous consent of the Partners and, to the extent required by the 1940 Act, approval of a majority of the Directors (and, if so required, a majority of the Independent Directors). (c) Notwithstanding the provisions of Sections 8.1(aSECTIONS 8.1(A) and 8.1(b8.1(B) of this Agreement, the General Partner, at any time without the consent of any other Partner, may: (1) restate this Agreement, together with any amendments to this Agreement that have been duly adopted in accordance with the provisions of this Agreement to incorporate the amendments in a single, integrated document; (2) amend this Agreement (other than with respect to the matters described in Section 8.1(bSECTION 8.1(B) of this Agreement) to change the name of the Partnership in accordance with Section SECTION 2.2 hereof or to effect compliance with any applicable law or regulation, including, but not limited towithout limitation, to satisfy the requirements of applicable U.S. banking law or regulation, or to cure any ambiguity or to correct or supplement any provision of this Agreement that may be inconsistent with any other provision of this Agreement, so long as the action does not adversely affect the rights of any Partner in any material respect; and (3) amend this Agreement to make any changes necessary or desirable, based on advice of legal counsel to the Partnership, to assure the Partnership’s 's continuing eligibility to be classified for U.S. federal income tax purposes as a Partnership that is not treated as a corporation for tax purposes under the Code; subject, however, to the limitation that any material amendment to this Agreement under Section SECTION 8.1(c)(2) or (3) of this Agreement will be valid only if approved by a majority of the Directors (including the vote of a majority of the Independent Directors, if required by the 1940 Act). (d) The General Partner will give prior written notice of any proposed amendment to this Agreement (other than any amendment of the type contemplated by Section 8.1(c)(1SECTION 8.1(C)(1) of this Agreement) to each Partner, which notice sets out (1) the text of the proposed amendment or (2) a summary of the amendment and a statement that the text of the amendment will be furnished to any Partner upon request.

Amendment of Partnership Agreement. (a) Except as otherwise provided in this Section 8.1, The General Partner may amend this Agreement may be amendedat any time, in whole or in part, with without the approval consent of any Limited Partner by giving notice of such amendment to any Limited Partner whose rights or obligations as a majority of the Directors (including the vote of a majority of the Independent Directors, but only if such vote is required by the 1940 Act), except Limited Partner pursuant to this Agreement are changed thereby; provided that any amendment also must be approved by that would effect a majority (as defined material adverse change in the 0000 Xxx) of the outstanding voting securities of the Partnership if such vote is required by the 0000 Xxx. (b) Any amendment that would: (1) increase the obligation contractual rights of a Partner to make any Capital Contribution, (2) reduce the Capital Account of a Partner other than in accordance with Article V of this Agreement, or (3) modify the events causing the dissolution of the Partnership, may only be made only if (A) the written consent of each such Partner adversely affected by the proposed action is obtained prior to the effectiveness of thereof. Notwithstanding the action or (B) the amendment does not become effective until (i) each Limited Partner has received written notice of the amendment and (ii) any Limited Partner objecting to the amendment has been afforded a reasonable opportunity (under procedures prescribed by foregoing, the General Partner in its sole discretion) to tender all of the Partner’s Units for repurchase by the Partnership. Notwithstanding the preceding sentence or the provisions of Subsection 8.1(c), any amendment that would alter the provisions of Section 8.1 relating to the material amendment of may amend this Agreement or the provisions of Section 3.8 of this Agreement relating to indemnification may be made only with the unanimous consent of the Partners and, to the extent required by the 1940 Act, approval of a majority of the Directors (and, if so required, a majority of the Independent Directors). (c) Notwithstanding the provisions of Sections 8.1(a) and 8.1(b) of this Agreement, the General Partner, at any time time, in whole or in part, without the consent of any Limited Partner (other Partnerthan a Limited Partner whose rights to allocations and distributions would suffer a material adverse change as a result of such amendment), may: (to enable the Partnership to comply with the requirements of the “Safe Harbor” Election within the meaning of the Proposed Revenue Procedure of Notice 2005-43, 2005-24 IRB 1, Proposed Treasury Regulation Section 1.83-3(e)(1) restate or Proposed Treasury Regulation Section 1.704-1(b)(4)(xii) at such time as such proposed Procedure and Regulations are effective and to make any such other related changes as may be required by pronouncements or Treasury Regulations issued by the Internal Revenue Service or Treasury Department after the date of this Agreement, together with any amendments . An adjustment of Points shall not be considered an amendment to this Agreement that have been duly adopted the extent effected in accordance compliance with the provisions of this Agreement to incorporate Section 6.1 or 7.3 as in effect on the amendments date hereof or as hereafter amended in a single, integrated document; (2) amend this Agreement (other than compliance with respect to the matters described in Section 8.1(b) requirements of this Agreement) Section 9.1(a). The General Partner’s approval of or consent to change any transaction resulting in the name substitution of another Person in place of the Partnership in accordance with Section 2.2 hereof or to effect compliance with any applicable law or regulation, including, but not limited to, to satisfy the requirements of applicable U.S. banking law or regulation, or to cure any ambiguity or to correct or supplement any provision of this Agreement that may be inconsistent with any other provision of this Agreement, so long as the action does not adversely affect the rights managing or general partner of any Partner in of the Funds or any material respect; and (3) amend this Agreement to make any changes necessary or desirable, based on advice of legal counsel change to the Partnership, to assure scheme of distribution under any of the Fund LP Agreements that would have the effect of reducing the Partnership’s continuing eligibility to be classified for U.S. federal income tax purposes as a Partnership that is not treated as a corporation for tax purposes under the Code; subject, however, to the limitation that any material amendment to this Agreement under Section 8.1(c)(2) or (3) of this Agreement will be valid only if approved by a majority allocable share of the Directors (including the vote of a majority of the Independent Directors, if required by the 1940 Act). (d) The General Partner will give prior written notice Net Income of any proposed amendment to this Agreement (other than Fund shall require the consent of any amendment of the type contemplated by Section 8.1(c)(1) of this Agreement) to each Partner, which notice sets out (1) the text of the proposed amendment or (2) a summary of the amendment and a statement that the text of the amendment will be furnished to any Limited Partner upon requestadversely affected thereby.

Amendment of Partnership Agreement. (a) Except as otherwise provided in this Section 8.1, A. Amendments to this Agreement may be amendedproposed by the General Partner or by any Limited Partners (other than the Company) holding twenty percent (20%) or more of the Partnership Interests. Following such proposal, the General Partner shall submit any proposed amendment to the Limited Partners. The General Partner shall seek the written vote of the Partners on the proposed amendment or shall call a meeting to vote thereon and to transact any other business that it may deem appropriate. For purposes of obtaining a written vote, the General Partner may require a response within a reasonable specified time, but not less than fifteen (15) days, and failure to respond in whole or in part, such time period shall constitute a vote which is consistent with the approval General Partner's recommendation with respect to the proposal. Except as provided in Section 7.3.A, 7.3.B, 13.1.C, 14.1.B, 14.1.C or 14.1.D, a proposed amendment shall be adopted and be effective as an amendment hereto if it is approved by the General Partner and it receives the Consent of Partners holding a majority of the Directors Percentage Interests of the Limited Partners (including Limited Partner Interests held by the vote of a majority Company). B. Notwithstanding Section 14.1.A, the General Partner shall have the power, without the consent of the Independent DirectorsLimited Partners, but only if such vote is to amend this Agreement as may be required by the 1940 Act), except that to facilitate or implement any amendment also must be approved by a majority (as defined in the 0000 Xxx) of the outstanding voting securities of the Partnership if such vote is required by the 0000 Xxx. (b) Any amendment that wouldfollowing purposes: (1) increase to add to the obligation obligations of a the General Partner or surrender any right or power granted to make the General Partner or any Capital Contribution,Affiliate of the General Partner for the benefit of the Limited Partners; (2) reduce to reflect the Capital Account admission, substitution, termination, or withdrawal of a Partner other than Partners in accordance with Article V of this Agreement, or; (3) modify to set forth the events causing designations, rights (including redemption rights that differ from those specified in Section 8.6), powers, duties, and preferences of Partnership Units or other Partnership Interests issued pursuant to Section 4.2.A hereof; (4) to reflect a change that is of an inconsequential nature and does not adversely affect the dissolution Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; and (5) to satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law. The General Partner shall provide notice to the PartnershipLimited Partners when any action under this Section 14.1.B is taken. C. Notwithstanding Section 14.1.A and 14.1.B hereof, may this Agreement shall not be made only if (A) amended without the written consent Consent of each Partner adversely affected by if such amendment would (i) convert a Limited Partner's interest in the proposed action is obtained Partnership into a General Partner Interest; (ii) modify the limited liability of a Limited Partner in a manner adverse to such Limited Partner; (iii) alter rights of the Partner to receive distributions pursuant to Article 5 or Article 13, or the allocations specified in Article 6 (except as permitted pursuant to Section 4.2 and Section 14.1.B(3) hereof); (iv) alter or modify the Redemption Right and REIT Shares Amount as set forth in Sections 8.6, and the related definitions, in a manner adverse to such Partner; (v) cause the termination of the Partnership prior to the effectiveness of the action time set forth in Sections 2.5 or 13.1; or (Bvi) amend this Section 14.1.C. Further, no amendment may alter the amendment does not become effective until (i) each Limited Partner has received written notice of restrictions on the amendment and (ii) any Limited Partner objecting to General Partner's authority set forth in Section 7.3.B without the amendment has been afforded a reasonable opportunity (under procedures prescribed by Consent specified in that section. D. Notwithstanding Section 14.1.A or Section 14.1.B hereof, the General Partner in its sole discretion) to tender all shall not amend Sections 4.2.A, 7.5, 7.6, 11.2 or 14.2 without the Consent of the Partner’s Units for repurchase by the Partnership. Notwithstanding the preceding sentence or the provisions of Subsection 8.1(c), any amendment that would alter the provisions of Section 8.1 relating to the material amendment of this Agreement or the provisions of Section 3.8 of this Agreement relating to indemnification may be made only with the unanimous consent of the Limited Partners and, to the extent required by the 1940 Act, approval of holding a majority of the Directors (and, if so required, a majority Percentage Interests of the Independent Directors). (c) Notwithstanding the provisions of Sections 8.1(a) and 8.1(b) of this AgreementLimited Partners, excluding Limited Partner Interests held by the General Partner, at any time without the consent of any other Partner, may: (1) restate this Agreement, together with any amendments to this Agreement that have been duly adopted in accordance with the provisions of this Agreement to incorporate the amendments in a single, integrated document; (2) amend this Agreement (other than with respect to the matters described in Section 8.1(b) of this Agreement) to change the name of the Partnership in accordance with Section 2.2 hereof or to effect compliance with any applicable law or regulation, including, but not limited to, to satisfy the requirements of applicable U.S. banking law or regulation, or to cure any ambiguity or to correct or supplement any provision of this Agreement that may be inconsistent with any other provision of this Agreement, so long as the action does not adversely affect the rights of any Partner in any material respect; and (3) amend this Agreement to make any changes necessary or desirable, based on advice of legal counsel to the Partnership, to assure the Partnership’s continuing eligibility to be classified for U.S. federal income tax purposes as a Partnership that is not treated as a corporation for tax purposes under the Code; subject, however, to the limitation that any material amendment to this Agreement under Section 8.1(c)(2) or (3) of this Agreement will be valid only if approved by a majority of the Directors (including the vote of a majority of the Independent Directors, if required by the 1940 Act). (d) The General Partner will give prior written notice of any proposed amendment to this Agreement (other than any amendment of the type contemplated by Section 8.1(c)(1) of this Agreement) to each Partner, which notice sets out (1) the text of the proposed amendment or (2) a summary of the amendment and a statement that the text of the amendment will be furnished to any Partner upon request.

Amendment of Partnership Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with the approval of a majority of the Directors (including the vote of a majority of the Independent Directors, but only if such vote is required by the 1940 Act), except that any amendment also must be approved by a majority (as defined in the 0000 Xxx) of the outstanding voting securities of the Partnership if such vote is required by the 0000 Xxx1940 Act. (b) Any amendment that would: (1) increase the obligation of a Partner to make any Capital Contribution, (2) reduce the Capital Account of a Partner other than in accordance with Article V of this Agreement, or (3) modify the events causing the dissolution of the Partnership, may be made only if (A) the written consent of each Partner adversely affected by the proposed action is obtained prior to the effectiveness of the action or (B) the amendment does not become effective until (i) each Limited Partner has received written notice of the amendment and (ii) any Limited Partner objecting to the amendment has been afforded a reasonable opportunity (under procedures prescribed by the General Partner in its sole discretion) to tender all of the Partner’s Units for repurchase by the Partnership. Notwithstanding the preceding sentence or the provisions of Subsection 8.1(c), any amendment that would alter the provisions of Section 8.1 relating to the material amendment of this Agreement or the provisions of Section 3.8 of this Agreement relating to indemnification may be made only with the unanimous consent of the Partners and, to the extent required by the 1940 Act, approval of a majority of the Directors (and, if so required, a majority of the Independent Directors). (c) Notwithstanding the provisions of Sections 8.1(a) and 8.1(b) of this Agreement, the General Partner, at any time without the consent of any other Partner, may: (1) restate this Agreement, together with any amendments to this Agreement that have been duly adopted in accordance with the provisions of this Agreement to incorporate the amendments in a single, integrated document; (2) amend this Agreement (other than with respect to the matters described in Section 8.1(b) of this Agreement) to change the name of the Partnership in accordance with Section 2.2 hereof or to effect compliance with any applicable law or regulation, including, but not limited to, to satisfy the requirements of applicable U.S. banking law or regulation, or to cure any ambiguity or to correct or supplement any provision of this Agreement that may be inconsistent with any other provision of this Agreement, so long as the action does not adversely affect the rights of any Partner in any material respect; and (3) amend this Agreement to make any changes necessary or desirable, based on advice of legal counsel to the Partnership, to assure the Partnership’s continuing eligibility to be classified for U.S. federal income tax purposes as a Partnership that is not treated as a corporation for tax purposes under the Code; subject, however, to the limitation that any material amendment to this Agreement under Section 8.1(c)(2) or (3) of this Agreement will be valid only if approved by a majority of the Directors (including the vote of a majority of the Independent Directors, if required by the 1940 Act). (d) The General Partner will give prior written notice of any proposed amendment to this Agreement (other than any amendment of the type contemplated by Section 8.1(c)(18.1(c) of this Agreement) to each Partner, which notice sets out (1) the text of the proposed amendment or (2) a summary of the amendment and a statement that the text of the amendment will be furnished to any Partner upon request.

Amendment of Partnership Agreement. (a) Except as otherwise provided in this Section 8.1, this This Agreement may be amended, in whole or in part, amended with the approval of a majority consent of the Directors (including General Partner and with the vote of a majority consent of the Independent Directors, but only if such vote is required by the 1940 Act), except that any amendment also must be approved by a majority Limited Partners owning at least sixty-seven (as defined in the 0000 Xxx67%) of the outstanding voting securities of the Partnership if such vote is required Interests owned by the 0000 Xxx. all Limited Partners (b) Any amendment that would: (1) increase the obligation of a Partner to make any Capital Contribution, (2) reduce the Capital Account of a Partner other than in accordance with Article V of this Agreement, or (3) modify the events causing the dissolution of the Partnership, may be made only if (A) the written consent of each Partner adversely affected by the proposed action is obtained prior to the effectiveness of the action or (B) the amendment does not become effective until (i) each Limited Partner has received written notice of the amendment and (ii) any Limited Partner objecting to the amendment has been afforded a reasonable opportunity (under procedures prescribed Partnership Interest owned by the General Partner in and/or any of its sole discretion) Affiliates, if any of them also is a Limited Partner), provided, however, that no amendment which has not been consented to tender by all the Limited Partners shall: commit any Limited Partner to make additional contributions to the capital of the Partner’s Units for repurchase by Partnership in addition to the Partnership. Notwithstanding the preceding sentence Capital Contributions required herein; subject any Limited Partner to personal liability; or the provisions of Subsection 8.1(c), any amendment that would alter the provisions rights of Section 8.1 relating the Limited Partners with respect to the material amendment of allocations and distributions set forth in this Agreement or the provisions of Section 3.8 of this Agreement relating to indemnification Agreement. In addition, amendments may be made only with the unanimous consent of the Partners and, to the extent required this Agreement from time to time by the 1940 Act, approval of a majority of the Directors (and, if so required, a majority of the Independent Directors). (c) Notwithstanding the provisions of Sections 8.1(a) and 8.1(b) of this Agreement, the General Partner, at any time without the consent of any other Partner, may: of the Limited Partners: (1) restate this Agreement, together with any amendments to this Agreement that have been duly adopted in accordance with the provisions of this Agreement to incorporate the amendments in a single, integrated document; (2) amend this Agreement (other than with respect to the matters described in Section 8.1(b) of this Agreement) to change the name of the Partnership in accordance with Section 2.2 hereof or to effect compliance with any applicable law or regulation, including, but not limited to, to satisfy the requirements of applicable U.S. banking law or regulation, or to cure any ambiguity or ambiguity, to correct or supplement any provision of this Agreement that herein which may be inconsistent with any other provision herein or to add any other provisions with respect to matters or questions arising under this Agreement which will not be inconsistent with the existing provisions of this Agreement, so long as the action does not adversely affect the rights of any Partner in any material respect; and (32) amend this Agreement to make any changes necessary or desirable, based on advice of legal counsel add to the Partnershiprepresentations, to assure duties or obligations of the Partnership’s continuing eligibility to be classified for U.S. federal income tax purposes as a Partnership that is not treated as a corporation for tax purposes under the Code; subject, however, General Partner or surrender any right or power granted to the limitation that any material amendment to this Agreement under Section 8.1(c)(2) General Partner herein; or (3) of this Agreement will to delete from or add to any provision hereof required to be valid only if approved so deleted or added by a majority state "Blue Sky" commission, which addition or deletion is deemed by such commission to be for the benefit or protection of the Directors Limited Partners; provided, however, that no amendment shall be adopted pursuant to this Section unless the adoption thereof: (including i) is for the vote benefit of a majority or not adverse to the interests of the Independent Directors, if required by Limited Partners; (ii) does not affect the 1940 Act). distributions and allocations among the Limited Partners or between the Limited Partners as a class and the General Partner; and (diii) The General Partner will give prior written notice of any proposed amendment to this Agreement (other than any amendment does not affect the limited liability of the type contemplated by Section 8.1(c)(1) of this Agreement) to each Partner, which notice sets out (1) Limited Partners or the text status of the proposed amendment or (2) Partnership as a summary of the amendment and a statement that the text of the amendment will be furnished to any Partner upon request.partnership for Federal income tax purposes. 65

Amendment of Partnership Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with the approval of a majority of (i) the Directors (including the vote of a majority of the Independent Directors, but only if such vote is required by the 1940 Act), except that any amendment also must be approved by (ii) the General Partner and (iii) a majority (as defined in the 0000 Xxx1940 Act) of the outstanding voting securities of the Partnership if such vote is required by the 0000 XxxFund. (b) Any amendment that would: (1) increase the obligation of a Partner to make any Capital Contribution,contribution to the capital of the Fund; (2) reduce the Capital Account of a Partner other than in accordance with Article V of this Agreement, V; or (3) modify the events causing the dissolution of the Partnership, Fund; may be made only if (Ai) the written consent of each Partner adversely affected by the proposed action thereby is obtained prior to the effectiveness of the action thereof or (Bii) the such amendment does not become effective until (iA) each Limited Partner has received written notice of the such amendment and (iiB) any Limited Partner objecting to the such amendment has been afforded a reasonable opportunity (under pursuant to such procedures as may be prescribed by the General Partner in its sole discretionPartner) to tender all of the such Partner’s Units 's entire Interest for repurchase by the Partnership. Notwithstanding the preceding sentence or the provisions of Subsection 8.1(c), any amendment that would alter the provisions of Section 8.1 relating to the material amendment of this Agreement or the provisions of Section 3.8 of this Agreement relating to indemnification may be made only with the unanimous consent of the Partners and, to the extent required by the 1940 Act, approval of a majority of the Directors (and, if so required, a majority of the Independent Directors)Fund. (c) Notwithstanding the provisions of Sections 8.1(a) and 8.1(b) of this Agreement, the The General Partner, at any time without the consent of any the other PartnerPartners, may: (1) restate this Agreement, Agreement together with any amendments to this Agreement that hereto which have been duly adopted in accordance with the provisions of this Agreement herewith to incorporate the such amendments in a single, integrated document; (2) amend this Agreement (other than with respect to the matters described set forth in Section 8.1(b) of this Agreementhereof) to change the name of the Partnership in accordance with Section 2.2 hereof or to effect compliance with any applicable law or regulation, including, but not limited to, to satisfy the requirements of applicable U.S. banking law or regulation, regulation or to cure any ambiguity or to correct or supplement any provision of this Agreement that hereof which may be inconsistent with any other provision of this Agreementhereof, so long as the provided that such action does not adversely affect the rights of any Partner in any material respect; and (3) amend this Agreement to make any such changes as may be necessary or desirable, based on advice of legal counsel to the PartnershipFund, to assure the Partnership’s Fund's continuing eligibility to be classified for U.S. federal Federal income tax purposes as a Partnership that partnership which is not treated as a corporation for tax purposes under Section 7704(a) of the Code; , subject, however, to the limitation that any material amendment to this Agreement under Section pursuant to Sections 8.1(c)(2) or (3) of this Agreement will hereof shall be valid only if approved by a majority of the Directors (including the vote of a majority of the Independent Directors, if required by the 1940 Act). (d) The General Partner will shall give prior written notice of any proposed amendment to this Agreement (other than any amendment of the type contemplated by Section 8.1(c)(1clause (1) of this AgreementSection 8.1(c) hereof) to each Partner, which notice sets out shall set forth (1i) the text of the proposed amendment or (2ii) a summary of the amendment thereof and a statement that the text of the amendment thereof will be furnished to any Partner upon request. (e) The General Partner may, with the approval of the Directors, establish additional classes or series of interests in the Fund having such rights, privileges and obligations as shall be determined by the General Partner consistent with the 1940 Act and the Delaware Act.

Amendment of Partnership Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with the approval of a majority of the Directors (including the vote of a majority of the Independent Directors, but only if such vote is required by the 1940 Act), except that any amendment also must be approved by a majority (as defined in the 0000 1000 Xxx) of the outstanding voting securities of the Partnership if such vote is required by the 0000 1000 Xxx. (b) Any amendment that would: (1) increase the obligation of a Partner to make any Capital Contribution, (2) reduce the Capital Account of a Partner other than in accordance with Article V of this Agreement, or (3) modify the events causing the dissolution of the Partnership, may be made only if (A) the written consent of each Partner adversely affected by the proposed action is obtained prior to the effectiveness of the action or (B) the amendment does not become effective until (i) each Limited Partner has received written notice of the amendment and (ii) any Limited Partner objecting to the amendment has been afforded a reasonable opportunity (under procedures prescribed by the General Partner in its sole discretion) to tender the all of the Partner’s Units for repurchase by the Partnership. Notwithstanding the preceding sentence or the provisions of Subsection 8.1(c), any amendment that would alter the provisions of Section 8.1 relating to the material amendment of this Agreement or the provisions of Section 3.8 of this Agreement relating to indemnification may be made only with the unanimous consent of the Partners and, to the extent required by the 1940 Act, approval of a majority of the Directors (and, if so required, a majority of the Independent Directors). (c) Notwithstanding the provisions of Sections 8.1(a) and 8.1(b) of this Agreement, the General Partner, at any time without the consent of any other Partner, may: (1) restate this Agreement, together with any amendments to this Agreement that have been duly adopted in accordance with the provisions of this Agreement to incorporate the amendments in a single, integrated document; (2) amend this Agreement (other than with respect to the matters described in Section 8.1(b) of this Agreement) to change the name of the Partnership in accordance with Section 2.2 hereof or to effect compliance with any applicable law or regulation, including, but not limited to, to satisfy the requirements of applicable U.S. banking law or regulation, or to cure any ambiguity or to correct or supplement any provision of this Agreement that may be inconsistent with any other provision of this Agreement, so long as the action does not adversely affect the rights of any Partner in any material respect; and (3) amend this Agreement to make any changes necessary or desirable, based on advice of legal counsel to the Partnership, to assure the Partnership’s continuing eligibility to be classified for U.S. federal income tax purposes as a Partnership that is not treated as a corporation for tax purposes under the Code; subject, however, to the limitation that any material amendment to this Agreement under Section 8.1(c)(2) or (3) of this Agreement will be valid only if approved by a majority of the Directors (including the vote of a majority of the Independent Directors, if required by the 1940 Act). (d) The General Partner will give prior written notice of any proposed amendment to this Agreement (other than any amendment of the type contemplated by Section 8.1(c)(1) of this Agreement) to each Partner, which notice sets out (1) the text of the proposed amendment or (2) a summary of the amendment and a statement that the text of the amendment will be furnished to any Partner upon request.or

Amendment of Partnership Agreement. (a) Except as otherwise provided in this Section SECTION 8.1, this Agreement may be amended, in whole or in part, with the approval of a majority of the Directors (including the vote of a majority of the Independent Directors, but only if such vote is required by the 1940 Act), except that any amendment also must be approved by a majority (as defined in the 0000 Xxx) of the outstanding voting securities of the Partnership if such vote is required by the 0000 Xxx1940 Act. (b) Any amendment that would: (1) increase the obligation of a Partner to make any Capital Contribution, (2) reduce the Capital Account of a Partner other than in accordance with Article ARTICLE V of this Agreement, or (3) modify the events causing the dissolution of the Partnership, may be made only if (A) the written consent of each Partner adversely affected by the proposed action is obtained prior to the effectiveness of the action or (B) the amendment does not become effective until (i) each Limited Partner has received written notice of the amendment and (ii) any Limited Partner objecting to the amendment has been afforded a reasonable opportunity (under procedures prescribed by the General Partner in its sole discretion) to tender all of the Partner’s Units entire Interest for repurchase by the Partnership. Notwithstanding the preceding sentence or the provisions of Subsection 8.1(cSUBSECTION 8.1(C), any amendment that would alter the provisions of Section SECTION 8.1 relating to the material amendment of this Agreement or the provisions of Section SECTION 3.8 of this Agreement relating to indemnification may be made only with the unanimous consent of the Partners and, to the extent required by the 1940 Act, approval of a majority of the Directors (and, if so required, a majority of the Independent Directors). (c) Notwithstanding the provisions of Sections 8.1(aSECTIONS 8.1(A) and 8.1(b8.1(B) of this Agreement, the General Partner, at any time without the consent of any other Partner, may: (1) restate this Agreement, together with any amendments to this Agreement that have been duly adopted in accordance with the provisions of this Agreement to incorporate the amendments in a single, integrated document; (2) amend this Agreement (other than with respect to the matters described in Section 8.1(bSECTION 8.1(B) of this Agreement) to change the name of the Partnership in accordance with Section SECTION 2.2 hereof or to effect compliance with any applicable law or regulation, including, but not limited towithout limitation, to satisfy the requirements of applicable U.S. banking law or regulation, or to cure any ambiguity or to correct or supplement any provision of this Agreement that may be inconsistent with any other provision of this Agreement, so long as the action does not adversely affect the rights of any Partner in any material respect; and (3) amend this Agreement to make any changes necessary or desirable, based on advice of legal counsel to the Partnership, to assure the Partnership’s continuing eligibility to be classified for U.S. federal income tax purposes as a Partnership that is not treated as a corporation for tax purposes under the Code; subject, however, to the limitation that any material amendment to this Agreement under Section SECTION 8.1(c)(2) or (3) of this Agreement will be valid only if approved by a majority of the Directors (including the vote of a majority of the Independent Directors, if required by the 1940 Act). (d) The General Partner will give prior written notice of any proposed amendment to this Agreement (other than any amendment of the type contemplated by Section 8.1(c)(1SECTION 8.1(C)(1) of this Agreement) to each Partner, which notice sets out (1) the text of the proposed amendment or (2) a summary of the amendment and a statement that the text of the amendment will be furnished to any Partner upon request.

Amendment of Partnership Agreement. (a) Except as otherwise provided in this Section SECTION 8.1, this Agreement may be amended, in whole or in part, with the approval of a majority of the Directors (including the vote of a majority of the Independent Directors, but only if such vote is required by the 1940 Act), except that any amendment also must be approved by a majority (as defined in the 0000 Xxx1940 Act) of the outstanding voting securities of the Partnership if such xx xxxx vote is required by the 0000 Xxx1940 Act. (b) Any amendment that would: (1) increase the obligation of a Partner to make any Capital Contribution, (2) reduce the Capital Account of a Partner other than in accordance with Article ARTICLE V of this Agreement, or (3) modify the events causing the dissolution of the Partnership, may be made only if (A) the written consent of each Partner adversely affected by the proposed action is obtained prior to the effectiveness of the action or (B) the amendment does not become effective until (i) each Limited Partner has received written notice of the amendment and (ii) any Limited Partner objecting to the amendment has been afforded a reasonable opportunity (under procedures prescribed by the General Partner in its sole discretion) to tender all of the Partner’s Units 's entire Interest for repurchase by the Partnership. Notwithstanding the preceding sentence or the provisions of Subsection 8.1(cSUBSECTION 8.1(C), any amendment that would alter the provisions of Section SECTION 8.1 relating to the material amendment of this Agreement or the provisions of Section SECTION 3.8 of this Agreement relating to indemnification may be made only with the unanimous consent of the Partners and, to the extent required by the 1940 Act, approval of a majority of the Directors (and, if so required, a majority of the Independent Directors). (c) Notwithstanding the provisions of Sections 8.1(aSECTIONS 8.1(A) and 8.1(b8.1(B) of this Agreement, the General Partner, at any time without the consent of any other Partner, may: (1) restate this Agreement, together with any amendments to this Agreement that have been duly adopted in accordance with the provisions of this Agreement to incorporate the amendments in a single, integrated document; (2) amend this Agreement (other than with respect to the matters described in Section 8.1(bSECTION 8.1(B) of this Agreement) to change the name of the Partnership in accordance with Section SECTION 2.2 hereof or to effect compliance with any applicable law or regulation, including, but not limited to, to satisfy the requirements of applicable U.S. banking law or regulation, or to cure any ambiguity or to correct or supplement any provision of this Agreement that may be inconsistent with any other provision of this Agreement, so long as the action does not adversely affect the rights of any Partner in any material respect; and (3) amend this Agreement to make any changes necessary or desirable, based on advice of legal counsel to the Partnership, to assure the Partnership’s 's continuing eligibility to be classified for U.S. federal income tax purposes as a Partnership that is not treated as a corporation for tax purposes under the Code; subject, however, to the limitation that any material amendment to this Agreement under Section SECTION 8.1(c)(2) or (3) of this Agreement will be valid only if approved by a majority of the Directors (including the vote of a majority of the Independent Directors, if required by the 1940 Act). (d) The General Partner will give prior written notice of any proposed amendment to this Agreement (other than any amendment of the type contemplated by Section 8.1(c)(1SECTION 8.1(C)(1) of this Agreement) to each Partner, which notice sets out (1) the text of the proposed amendment or (2) a summary of the amendment and a statement that the text of the amendment will be furnished to any Partner upon request.

Amendment of Partnership Agreement. (a) Except as otherwise provided in this Section 8.1, The General Partner may amend this Agreement may be amendedat any time, in whole or in part, with without the approval consent of any Limited Partner by giving notice of such amendment to any Limited Partner whose rights or obligations as a majority of the Directors (including the vote of a majority of the Independent DirectorsLimited Partner pursuant to this Agreement are changed thereby; provided, but only if such vote is required by the 1940 Act), except that any amendment also must be approved by that would effect a majority (as defined material adverse change in the 0000 Xxx) of the outstanding voting securities of the Partnership if such vote is required by the 0000 Xxx. (b) Any amendment that would: (1) increase the obligation contractual rights or obligations of a Partner (such rights or obligations determined without regard to make any Capital Contribution, (2the amendment power reserved herein) reduce the Capital Account of a Partner other than in accordance with Article V of this Agreement, or (3) modify the events causing the dissolution of the Partnership, may only be made only if (A) the written consent of each such Partner adversely affected by the proposed action is obtained prior to the effectiveness thereof; provided, that any amendment that increases a Partner’s obligation to contribute to the capital of the action Partnership or (B) increases such Partner’s Clawback Share shall not be effective with respect to such Partner, unless such Partner consents thereto in advance in writing. Notwithstanding the amendment does not become effective until foregoing, the General Partner may amend this Agreement at any time, in whole or in part, without the consent of any Limited Partner to enable the Partnership to (i) each Limited Partner has received written notice comply with the requirements of the amendment “Safe Harbor” Election within the meaning of the Proposed Revenue Procedure of Notice 2005-43, 2005-24 IRB 1, Proposed Treasury Regulation section 1.83-3(e)(1) or Proposed Treasury Regulation section 1.704-1(b)(4)(xii) at such time as such proposed Procedure and Regulations are effective and to make any such other related changes as may be required by pronouncements or Treasury Regulations issued by the Internal Revenue Service or Treasury Department after the date of this Agreement and (ii) enable, when applicable, the Partnership (or the Partnership Representative) to comply with the BBA Audit Rules or to make any elections or take any other actions available thereunder; provided, that any amendment pursuant to clauses (i) or (ii) that would cause a Limited Partner’s rights to allocations and distributions to suffer a material adverse change only may be made if the written consent of such Limited Partner objecting is obtained prior to the effectiveness thereof. An adjustment of Points shall not be considered an amendment has been afforded a reasonable opportunity (under procedures prescribed by to the General Partner extent effected in its sole discretion) to tender all of the Partner’s Units for repurchase by the Partnership. Notwithstanding the preceding sentence or the provisions of Subsection 8.1(c), any amendment that would alter compliance with the provisions of Section 8.1 relating 7.1 or Section 7.3 as in effect on the date hereof or as hereafter amended in compliance with the requirements of this Section 9.1(a). The General Partner’s approval of or consent to any transaction resulting in any change to the material amendment scheme of this distribution under the Fund LP Agreement or that would have the provisions effect of Section 3.8 reducing the Partnership’s allocable share of this Agreement relating to indemnification may be made only with the unanimous Net Income of the Fund shall require the consent of the Partners and, to the extent required by the 1940 Act, approval of any Limited Partner on whom such change would have a majority of the Directors (and, if so required, a majority of the Independent Directors)material adverse effect. (cb) Notwithstanding the provisions of Sections 8.1(a) this Agreement, including Section 9.1(a), it is hereby acknowledged and 8.1(b) agreed that the General Partner on its own behalf or on behalf of the Partnership without the approval of any Limited Partner or any other Person may enter into one or more side letters or similar agreements with one or more Limited Partners which have the effect of establishing rights under, or altering or supplementing the terms of this Agreement, . The parties hereto agree that any terms contained in a side letter or similar agreement with one or more Limited Partners shall govern with respect to such Limited Partner or Limited Partners notwithstanding the provisions of this Agreement. Any such side letters or similar agreements shall be binding upon the Partnership or the General Partner, at as applicable, and the signatories thereto as if the terms were contained in this Agreement, but no such side letter or similar agreement between the General Partner and any time without Limited Partner or Limited Partners and the consent 701158.0018 4830-3854-5382 v5 Partnership shall adversely amend the contractual rights or obligations of any other Limited Partner without such other Limited Partner, may: (1) restate this Agreement, together with any amendments to this Agreement that have been duly adopted in accordance with the provisions of this Agreement to incorporate the amendments in a single, integrated document; (2) amend this Agreement (other than with respect to the matters described in Section 8.1(b) of this Agreement) to change the name of the Partnership in accordance with Section 2.2 hereof or to effect compliance with any applicable law or regulation, including, but not limited to, to satisfy the requirements of applicable U.S. banking law or regulation, or to cure any ambiguity or to correct or supplement any provision of this Agreement that may be inconsistent with any other provision of this Agreement, so long as the action does not adversely affect the rights of any Partner in any material respect; and (3) amend this Agreement to make any changes necessary or desirable, based on advice of legal counsel to the Partnership, to assure the Partnership’s continuing eligibility to be classified for U.S. federal income tax purposes as a Partnership that is not treated as a corporation for tax purposes under the Code; subject, however, to the limitation that any material amendment to this Agreement under Section 8.1(c)(2) or (3) of this Agreement will be valid only if approved by a majority of the Directors (including the vote of a majority of the Independent Directors, if required by the 1940 Act)prior consent. (d) The General Partner will give prior written notice of any proposed amendment to this Agreement (other than any amendment of the type contemplated by Section 8.1(c)(1) of this Agreement) to each Partner, which notice sets out (1) the text of the proposed amendment or (2) a summary of the amendment and a statement that the text of the amendment will be furnished to any Partner upon request.

Amendment of Partnership Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with the approval of a majority of the Directors (including the vote of a majority of the Independent Directors, but only if such vote is required by the 1940 Act), except that any amendment also must be approved by a majority (as defined in the 0000 Xxx1940 Act) of the outstanding voting outstxxxxxx xoting securities of the Partnership if such vote is required by the 0000 Xxx1940 Act. (b) Any amendment that amexxxxxx xhat would: (1) increase the obligation of a Partner to make any Capital Contribution, (2) reduce the Capital Account of a Partner other than in accordance with Article V of this Agreement, or (3) modify the events causing the dissolution of the Partnership, may be made only if (A) the written consent of each Partner adversely affected by the proposed action is obtained prior to the effectiveness of the action or (B) the amendment does not become effective until (i) each Limited Partner has received written notice of the amendment and (ii) any Limited Partner objecting to the amendment has been afforded a reasonable opportunity (under procedures prescribed by the General Partner in its sole discretion) to tender all of the Partner’s Units 's entire Interest for repurchase by the Partnership. Notwithstanding the preceding sentence or the provisions of Subsection 8.1(c), any amendment that would alter the provisions of Section 8.1 relating to the material amendment of this Agreement or the provisions of Section 3.8 of this Agreement relating to indemnification may be made only with the unanimous consent of the Partners and, to the extent required by the 1940 Act, approval of a majority of the Directors (and, if so required, a majority of the Independent Directors). (c) Notwithstanding the provisions of Sections 8.1(a) and 8.1(b) of this Agreement, the General Partner, at any time without the consent of any other Partner, may: (1) restate this Agreement, together with any amendments to this Agreement that have been duly adopted in accordance with the provisions of this Agreement to incorporate the amendments in a single, integrated document; (2) amend this Agreement (other than with respect to the matters described in Section 8.1(b) of this Agreement) to change the name of the Partnership in accordance with Section 2.2 hereof or to effect compliance with any applicable law or regulation, including, but not limited to, to satisfy the requirements of applicable U.S. banking law or regulation, or to cure any ambiguity or to correct or supplement any provision of this Agreement that may be inconsistent with any other provision of this Agreement, so long as the action does not adversely affect the rights of any Partner in any material respect; and (3) amend this Agreement to make any changes necessary or desirable, based on advice of legal counsel to the Partnership, to assure the Partnership’s 's continuing eligibility to be classified for U.S. federal income tax purposes as a Partnership that is not treated as a corporation for tax purposes under the Code; subject, however, to the limitation that any material amendment to this Agreement under Section 8.1(c)(2) or (3) of this Agreement will be valid only if approved by a majority of the Directors (including the vote of a majority of the Independent Directors, if required by the 1940 Act). (d) The General Partner will give prior written notice of any proposed amendment to this Agreement (other than any amendment of the type contemplated by Section 8.1(c)(1) of this Agreement) to each Partner, which notice sets out (1) the text of the proposed amendment or (2) a summary of the amendment and a statement that the text of the amendment will be furnished to any Partner upon request.

Amendment of Partnership Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with the approval of a majority of the Directors (including the vote of a majority of the Independent Directors, but only if such vote is required by the 1940 Act), except that any amendment also must be approved by a majority (as defined in the 0000 1000 Xxx) of the outstanding voting securities of the Partnership if such vote is required by the 0000 1000 Xxx. (b) Any amendment that would: (1) increase the obligation of a Partner to make any Capital Contribution, (2) reduce the Capital Account of a Partner other than in accordance with Article V of this Agreement, or (3) modify the events causing the dissolution of the Partnership, may be made only if (A) the written consent of each Partner adversely affected by the proposed action is obtained prior to the effectiveness of the action or (B) the amendment does not become effective until (i) each Limited Partner has received written notice of the amendment and (ii) any Limited Partner objecting to the amendment has been afforded a reasonable opportunity (under procedures prescribed by the General Partner in its sole discretion) to tender all of the Partner’s Units 's entire Interest for repurchase by the Partnership. Notwithstanding the preceding sentence or the provisions of Subsection 8.1(c), any amendment that would alter the provisions of Section 8.1 relating to the material amendment of this Agreement or the provisions of Section 3.8 3.10 of this Agreement relating to indemnification may be made only with the unanimous consent of the Partners and, to the extent required by the 1940 Act, approval of a majority of the Directors (and, if so required, a majority of the Independent Directors). (c) Notwithstanding the provisions of Sections 8.1(a) and 8.1(b) of this Agreement, the General Partner, at any time without the consent of any other Partner, may: (1) restate this Agreement, together with any amendments to this Agreement that have been duly adopted in accordance with the provisions of this Agreement to incorporate the amendments in a single, integrated document; (2) amend this Agreement (other than with respect to the matters described in Section 8.1(b) of this Agreement) to change the name of the Partnership in accordance with Section 2.2 hereof or to effect compliance with any applicable law or regulation, including, but not limited towithout limitation, to satisfy the requirements of applicable U.S. banking law or regulation, or to cure any ambiguity or to correct or supplement any provision of this Agreement that may be inconsistent with any other provision of this Agreement, so long as the action does not adversely affect the rights of any Partner in any material respect; and (3) amend this Agreement to make any changes necessary or desirable, based on advice of legal counsel to the Partnership, to assure the Partnership’s 's continuing eligibility to be classified for U.S. federal Federal income tax purposes as a Partnership that is not treated as a corporation for tax purposes under the Code; subject, however, to the limitation that any material amendment to this Agreement under Section 8.1(c)(2) or (3) of this Agreement will be valid only if approved by a majority of the Directors (including the vote of a majority of the Independent Directors, if required by the 1940 Act). (d) The General Partner will give prior written notice of any proposed amendment to this Agreement (other than any amendment of the type contemplated by Section 8.1(c)(1) of this Agreement) to each Partner, which notice sets out (1) the text of the proposed amendment or (2) a summary of the amendment and a statement that the text of the amendment will be furnished to any Partner upon request.

Amendment of Partnership Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with the approval of a majority of the Directors (including the vote of a majority of the Independent Directors, but only if such vote is required by the 1940 Act), except that any amendment also must be approved by a majority (as defined in the 0000 Xxx) of the outstanding voting securities of the Partnership if such vote is required by the 0000 Xxx. (b) Any amendment that would: (1) increase the obligation of a Partner to make any Capital Contribution, (2) reduce the Capital Account of a Partner other than in accordance with Article V of this Agreement, or (3) modify the events causing the dissolution of the Partnership, may be made only if (A) the written consent of each Partner adversely affected by the proposed action is obtained prior to the effectiveness of the action or (B) the amendment does not become effective until (i) each Limited Partner has received written notice of the amendment and (ii) any Limited Partner objecting to the amendment has been afforded a reasonable opportunity (under procedures prescribed by the General Partner in its sole discretion) to tender all of the Partner’s Units 's entire Interest for repurchase by the Partnership. Notwithstanding the preceding sentence or the provisions of Subsection 8.1(c), any amendment that would alter the provisions of Section 8.1 relating to the material amendment of this Agreement or the provisions of Section 3.8 of this Agreement relating to indemnification may be made only with the unanimous consent of the Partners and, to the extent required by the 1940 Act, approval of a majority of the Directors (and, if so required, a majority of the Independent Directors). (c) Notwithstanding the provisions of Sections 8.1(a) and 8.1(b) of this Agreement, the General Partner, at any time without the consent of any other Partner, may: (1) restate this Agreement, together with any amendments to this Agreement that have been duly adopted in accordance with the provisions of this Agreement to incorporate the amendments in a single, integrated document; (2) amend this Agreement (other than with respect to the matters described in Section 8.1(b) of this Agreement) to change the name of the Partnership in accordance with Section 2.2 hereof or to effect compliance with any applicable law or regulation, including, but not limited to, to satisfy the requirements of applicable U.S. banking law or regulation, or to cure any ambiguity or to correct or supplement any provision of this Agreement that may be inconsistent with any other provision of this Agreement, so long as the action does not adversely affect the rights of any Partner in any material respect; and (3) amend this Agreement to make any changes necessary or desirable, based on advice of legal counsel to the Partnership, to assure the Partnership’s 's continuing eligibility to be classified for U.S. federal income tax purposes as a Partnership that is not treated as a corporation for tax purposes under the Code; subject, however, to the limitation that any material amendment to this Agreement under Section 8.1(c)(2) or (3) of this Agreement will be valid only if approved by a majority of the Directors (including the vote of a majority of the Independent Directors, if required by the 1940 Act). (d) The General Partner will give prior written notice of any proposed amendment to this Agreement (other than any amendment of the type contemplated by Section 8.1(c)(1) of this Agreement) to each Partner, which notice sets out (1) the text of the proposed amendment or (2) a summary of the amendment and a statement that the text of the amendment will be furnished to any Partner upon request.

Amendment of Partnership Agreement. (a) Amendments to this Agreement may be proposed by the General Partner or by Limited Partners holding twenty-five percent (25%) or more of the Common Units. Following such proposal, the General Partner shall submit any proposed amendment to the Limited Partners holding Common Units. The General Partner shall seek the written vote of the Partners on the proposed amendment or shall call a meeting to vote thereon and to transact any other business that it may deem appropriate. For purposes of obtaining a written vote, the General Partner may require a response within a reasonable specified time, but not less than fifteen (15) days, and failure to respond in such time period shall constitute a vote which is consistent with the General Partner’s recommendation with respect to the proposal. Except as otherwise provided in this Section 8.1Agreement, this Agreement may a proposed amendment shall be amended, in whole or in part, with adopted and be effective as an amendment hereto if it is approved by the approval General Partner and it receives the Consent of the Partners holding a majority of the Directors (including the vote of a majority Percentage Interests of the Independent Directors, but only if such vote is required by the 1940 Act), except that any amendment also must be approved by a majority (as defined in the 0000 Xxx) of the outstanding voting securities of the Partnership if such vote is required by the 0000 XxxPartners. (b) Any amendment that would: (1) increase the obligation of a Partner to make any Capital Contribution, (2) reduce the Capital Account of a Partner other than in accordance with Article V of this AgreementNotwithstanding Section 14.1(a), or (3) modify the events causing the dissolution of the Partnership, may be made only if (A) the written consent of each Partner adversely affected by the proposed action is obtained prior to the effectiveness of the action or (B) the amendment does not become effective until (i) each Limited Partner has received written notice of the amendment and (ii) any Limited Partner objecting to the amendment has been afforded a reasonable opportunity (under procedures prescribed by the General Partner in its sole discretion) to tender all of shall have the Partner’s Units for repurchase by the Partnership. Notwithstanding the preceding sentence or the provisions of Subsection 8.1(c)power, any amendment that would alter the provisions of Section 8.1 relating to the material amendment of this Agreement or the provisions of Section 3.8 of this Agreement relating to indemnification may be made only with the unanimous consent of the Partners and, to the extent required by the 1940 Act, approval of a majority of the Directors (and, if so required, a majority of the Independent Directors). (c) Notwithstanding the provisions of Sections 8.1(a) and 8.1(b) of this Agreement, the General Partner, at any time without the consent of the Limited Partners, to amend this Agreement as may be required to facilitate or implement any other Partner, mayof the following purposes: (1i) restate this Agreementto add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (ii) to reflect the admission, together with any amendments to this Agreement that have been duly adopted substitution, termination, or withdrawal of Partners in accordance with the provisions of this Agreement to incorporate the amendments in a single, integrated documentAgreement; (2iii) amend this Agreement to set forth the designations, rights (other than with respect to the matters described including redemption rights that differ from those specified in Section 8.1(b8.6), powers, duties, and preferences of OP Units or other Partnership Interests issued pursuant to Section 4.2(a) of this Agreementhereof; (iv) to reflect a change the name of the Partnership in accordance with Section 2.2 hereof or to effect compliance with any applicable law or regulation, including, but not limited to, to satisfy the requirements of applicable U.S. banking law or regulation, or to cure any ambiguity or to correct or supplement any provision of this Agreement that may be inconsistent with any other provision of this Agreement, so long as the action does not adversely affect the rights of any Partner the Limited Partners hereunder in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (v) to modify the manner in which capital accounts are computed; (vi) to include provisions referenced in future federal income tax guidance relating to compensatory partnership interests that the General Partner believes are reasonably necessary in respect of such guidance, including as provided in Section 4.6(c); and (3vii) to satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law. The General Partner shall provide notice to the Limited Partners when any action under this Section 14.1(b) is taken. (c) Notwithstanding Section 14.1(a) and 14.1(b) hereof, this Agreement shall not be amended without the consent of each Partner (or Assignee who is a bona fide financial institution that loans money or otherwise extends credit to a Limited Partner) whose rights hereunder are adversely affected if such amendment would (i) convert a Limited Partner’s interest in the Partnership into a General Partner Interest; (ii) modify the limited liability of a Limited Partner; (iii) alter rights of such Partner to receive distributions pursuant to Article 5 or Article 13, or the allocations specified in Article 6 (except as permitted pursuant to Section 4.2 and Section 14.1(b)(iii) hereof) in a manner adverse to such Partner; (iv) materially alter or modify the Redemption Right and REIT Shares Amount as set forth in Section 8.6, and the related definitions; (v) amend this Agreement to make any changes necessary or desirable, based on advice of legal counsel to the Partnership, to assure the Partnership’s continuing eligibility to be classified for U.S. federal income tax purposes as a Partnership that is not treated as a corporation for tax purposes under the Code; subject, however, to the limitation that any material amendment to this Agreement under Section 8.1(c)(2) or (3) of this Agreement will be valid only if approved by a majority of the Directors (including the vote of a majority of the Independent Directors, if required by the 1940 Act14.1(c). (d) The Notwithstanding Section 14.1(a) or Section 14.1(b) hereof, the General Partner will give prior written notice of any proposed amendment to this Agreement (other than any amendment shall not amend Sections 4.2, 4.3, 7.3, 7.5, 7.6, 7.8, 8.5, 11.2 or 14.2 without the Consent of the type contemplated Limited Partners (excluding the Percentage Interests held directly or indirectly by Section 8.1(c)(1) of this Agreement) to each Partner, which notice sets out (1) the text of the proposed amendment or (2) a summary of the amendment and a statement that the text of the amendment will be furnished to any Partner upon requestSTAG REIT).

Amendment of Partnership Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with the approval written consent of a majority of (i) the Directors General Partner and (including the vote of a majority of the Independent Directors, but only if such vote is required by the 1940 Act), except that any amendment also must be approved by a majority ii) Limited Partners whose Partnership Percentages represent more than fifty percent (as defined in the 0000 Xxx50%) of the outstanding voting securities aggregate Partnership Percentages of the Partnership if such vote is required by the 0000 Xxxall Limited Partners. (b) Any amendment that would: (1i) increase the obligation of a such Partner to make any Capital Contributioncontribution to the capital of the Partnership, (2ii) reduce the Capital Account of a such Partner other than in accordance with Article V of this AgreementIII, or (3iii) modify change the events causing the dissolution provisions of the PartnershipSections 3.4 through 3.10, 5.5 or 6.2 to alter any such Partner's rights with respect to allocations of profit or loss or with respect to distributions and withdrawals, may only be made only if (A) the prior written consent of each Partner adversely affected by the proposed action thereby is obtained prior to the effectiveness of the action or (B) the amendment does not become effective until (i) each Limited Partner has received written notice of the amendment and (ii) any Limited Partner objecting to the amendment has been afforded a reasonable opportunity (under procedures prescribed by the General Partner in its sole discretion) to tender all of the Partner’s Units for repurchase by the Partnership. Notwithstanding the preceding sentence or the provisions of Subsection 8.1(c), any amendment that would alter the provisions of Section 8.1 relating to the material amendment of this Agreement or the provisions of Section 3.8 of this Agreement relating to indemnification may be made only with the unanimous consent of the Partners and, to the extent required by the 1940 Act, approval of a majority of the Directors (and, if so required, a majority of the Independent Directors)obtained. (c) Notwithstanding the provisions of Sections 8.1(aparagraphs (a) and 8.1(b(b) of this AgreementSection 8.1, this Agreement may be amended by the General Partner, in its sole discretion, without the consent of the Limited Partners, at any time and without limitation, if any Limited Partner objecting to such amendment has an opportunity to withdraw from the Partnership as of a date determined by the General Partner that is not less than 45 days after the General Partner has delivered written notice of such amendment to each Limited Partner and that is prior to the effective date of the amendment. (d) The General Partner in its sole discretion may at any time without the consent of any the other Partner, mayPartners: (1i) restate add to the representations, duties or obligations of the General Partner or surrender any right or power granted to the General Partner under this Agreement, together with for the benefit of the Limited Partners; (ii) cure any amendments ambiguity or correct or supplement any conflicting provisions of this Agreement; (iii) make any changes to this Agreement so long as such changes do not adversely affect the rights or obligations of any Limited Partner; (iv) make any changes required by any governmental body or agency that have been duly adopted is deemed to be for the benefit or protection of the Limited Partners; provided, that no such amendment referred to in this paragraph (iv) may be made unless it is for the benefit of, or not adverse to, the interests of the Limited Partners, such change does not affect the right of the General Partner to manage and control the Partnership's business, does not affect the allocation of profits and losses among the Partners, and does not affect the limited liability of the Limited Partners; (v) amend this Agreement to reflect a change in the identity of the General Partner following a transfer of a General Partner's Interest in accordance with the provisions terms of this Agreement to incorporate the amendments in a single, integrated documentAgreement; (2vi) amend this Agreement (other than with respect to the matters described set forth in Section 8.1(b)) of this Agreement) to change the name of the Partnership in accordance with Section 2.2 hereof or to effect compliance with any applicable law or regulationregulation (including the Investment Advisers Act of 1940, includingas amended, but not limited to, to satisfy the requirements of applicable U.S. banking law or regulation, or to cure any ambiguity or to correct or supplement any provision of this Agreement that may be inconsistent with any other provision of this Agreement, so long as the action does not adversely affect the rights of any Partner in any material respectand ERISA); and (3vii) amend restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to make any changes necessary or desirableincorporate such amendments in a single, based on advice of legal counsel to the Partnership, to assure the Partnership’s continuing eligibility to be classified for U.S. federal income tax purposes as a Partnership that is not treated as a corporation for tax purposes under the Code; subject, however, to the limitation that any material amendment to this Agreement under Section 8.1(c)(2) or (3) of this Agreement will be valid only if approved by a majority of the Directors (including the vote of a majority of the Independent Directors, if required by the 1940 Act)integrated document. (de) The General Partner will must give prior written notice of any proposed amendment to this Agreement (other than any amendment of the type contemplated by Section 8.1(c)(1clauses (ii), (iii), (v) or (vii) of this AgreementSection 8.1(d)) to each Partnerall of the Limited Partners, which notice sets out must set forth (1i) the text of the proposed amendment or (2ii) a summary of the amendment thereof and a statement that the text of the amendment thereof will be furnished to any Limited Partner upon request. (f) The General Partner has the absolute discretion to agree with a Limited Partner to waive or modify the application of any provision of this Agreement with respect to such Limited Partner without obtaining the consent of any other Limited Partner (other than a Limited Partner who is materially and adversely affected by such waiver or modification).

Amendment of Partnership Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with the approval of a majority of the Directors (including the vote of a majority of the Independent Directors, but only if such vote is required by the 1940 Act), except that any amendment also must be approved by a majority (as defined in the 0000 Xxx) of the outstanding voting securities of the Partnership if such vote is required by the 0000 Xxx. (b) Any amendment that would: (1) increase the obligation of a Partner to make any Capital Contribution, (2) reduce the Capital Account of a Partner other than in accordance with Article V of this Agreement, or (3) modify the events causing the dissolution of the Partnership, may be made only if (A) the written consent of each Partner adversely affected by the proposed action is obtained prior to the effectiveness of the action or (B) the amendment does not become effective until (i) each Limited Partner has received written notice of the amendment and (ii) any Limited Partner objecting to the amendment has been afforded a reasonable opportunity (under procedures prescribed by the General Partner in its sole discretion) to tender all of the Partner’s Units 's entire Interest for repurchase by the Partnership. Notwithstanding the preceding sentence or the provisions of Subsection 8.1(c), any amendment that would alter the provisions of Section 8.1 relating to the material amendment of this Agreement or the provisions of Section 3.8 3.10 of this Agreement relating to indemnification may be made only with the unanimous consent of the Partners and, to the extent required by the 1940 Act, approval of a majority of the Directors (and, if so required, a majority of the Independent Directors). (c) Notwithstanding the provisions of Sections 8.1(a) and 8.1(b) of this Agreement, the General Partner, at any time without the consent of any other Partner, may: (1) restate this Agreement, together with any amendments to this Agreement that have been duly adopted in accordance with the provisions of this Agreement to incorporate the amendments in a single, integrated document; (2) amend this Agreement (other than with respect to the matters described in Section 8.1(b) of this Agreement) to change the name of the Partnership in accordance with Section 2.2 hereof or to effect compliance with any applicable law or regulation, including, but not limited towithout limitation, to satisfy the requirements of applicable U.S. banking law or regulation, or to cure any ambiguity or to correct or supplement any provision of this Agreement that may be inconsistent with any other provision of this Agreement, so long as the action does not adversely affect the rights of any Partner in any material respect; and (3) amend this Agreement to make any changes necessary or desirable, based on advice of legal counsel to the Partnership, to assure the Partnership’s 's continuing eligibility to be classified for U.S. federal income tax purposes as a Partnership that is not treated as a corporation for tax purposes under the Code; subject, however, to the limitation that any material amendment to this Agreement under Section 8.1(c)(2) or (3) of this Agreement will be valid only if approved by a majority of the Directors (including the vote of a majority of the Independent Directors, if required by the 1940 Act). (d) The General Partner will give prior written notice of any proposed amendment to this Agreement (other than any amendment of the type contemplated by Section 8.1(c)(1) of this Agreement) to each Partner, which notice sets out (1) the text of the proposed amendment or (2) a summary of the amendment and a statement that the text of the amendment will be furnished to any Partner upon request.

Amendment of Partnership Agreement. (a) Except as otherwise provided in this Section 8.1The General Partner, with the approval of the Required Voting Partners, may amend this Agreement may be amendedat any time, in whole or in part, with without the approval consent of any Limited Partner by giving notice of such amendment to any Limited Partner whose rights or obligations as a majority of the Directors (including the vote of a majority of the Independent DirectorsLimited Partner pursuant to this Agreement are changed thereby; provided, but only if such vote is required by the 1940 Act)however, except that any amendment also must be approved by a majority (as defined in that would adversely change the 0000 Xxx) of the outstanding voting securities of the Partnership if such vote is required by the 0000 Xxx. (b) Any amendment that would: (1) increase the obligation contractual rights of a Partner to make any Capital Contribution, (2) reduce the Capital Account of a Partner other than in accordance with Article V of this Agreement, or (3) modify the events causing the dissolution of the Partnership, may only be made only if (A) the written consent of each such Partner adversely affected by the proposed action is obtained prior to the effectiveness thereof. Notwithstanding the foregoing, the General Partner may amend this Agreement at any time, in whole or in part, without the consent of the action Required Voting Partners or (B) the amendment does not become effective until (i) each Limited Partner has received written notice of the amendment and (ii) any Limited Partner objecting (other than a Limited Partner whose rights to allocations and distributions would suffer a material adverse change as a result of such amendment), to enable the Partnership to comply with the requirements of the “Safe Harbor” Election within the meaning of the Proposed Revenue Procedure of Notice 2005-43, 2005-24 IRB 1, Proposed Treasury Regulation Section 1.83-3(e)(1) or Proposed Treasury Regulation Section 1.704-1(b)(4)(xii) at such time as such proposed Procedure and Regulations are effective and to make any such other related changes as may be required by pronouncements or Treasury Regulations issued by the Internal Revenue Service or Treasury Department after the date of this Agreement. An adjustment of Points shall not be considered an amendment to the amendment has been afforded a reasonable opportunity (under procedures prescribed by the General Partner extent effected in its sole discretion) to tender all of the Partner’s Units for repurchase by the Partnership. Notwithstanding the preceding sentence or the provisions of Subsection 8.1(c), any amendment that would alter compliance with the provisions of Section 8.1 relating to 6.1 or 7.3 as in effect on the material amendment date hereof or as hereafter amended in compliance with the requirements of this Agreement or the provisions of Section 3.8 of this Agreement relating to indemnification may be made only with the unanimous consent of the Partners and, to the extent required by the 1940 Act, 9.1(a). The General Partner's approval of a majority or consent to any transaction resulting in the substitution of the Directors (and, if so required, a majority of the Independent Directors). (c) Notwithstanding the provisions of Sections 8.1(a) and 8.1(b) of this Agreement, the General Partner, at any time without the consent of any other Partner, may: (1) restate this Agreement, together with any amendments to this Agreement that have been duly adopted another Person in accordance with the provisions of this Agreement to incorporate the amendments in a single, integrated document; (2) amend this Agreement (other than with respect to the matters described in Section 8.1(b) of this Agreement) to change the name place of the Partnership in accordance with Section 2.2 hereof or to effect compliance with any applicable law or regulation, including, but not limited to, to satisfy the requirements of applicable U.S. banking law or regulation, or to cure any ambiguity or to correct or supplement any provision of this Agreement that may be inconsistent with any other provision of this Agreement, so long as the action does not adversely affect the rights managing or general partner of any Partner in of the Funds or any material respect; and (3) amend this Agreement to make any changes necessary or desirable, based on advice of legal counsel change to the Partnership, to assure scheme of distribution under any of the Fund LP Agreements that would have the effect of reducing the Partnership’s continuing eligibility to be classified for U.S. federal income tax purposes as a Partnership that is not treated as a corporation for tax purposes under the Code; subject, however, to the limitation that any material amendment to this Agreement under Section 8.1(c)(2) or (3) of this Agreement will be valid only if approved by a majority of the Directors (including the vote of a majority of the Independent Directors, if required by the 1940 Act). (d) The General Partner will give prior written notice of any proposed amendment to this Agreement (other than any amendment of the type contemplated by Section 8.1(c)(1) of this Agreement) to each Partner, which notice sets out (1) the text of the proposed amendment or (2) a summary of the amendment and a statement that the text of the amendment will be furnished to any Partner upon request.'s

Amendment of Partnership Agreement. (a) Except as otherwise provided in this Section SECTION 8.1, this Agreement may be amended, in whole or in part, with the approval of a majority of the Directors (including the vote of a majority of the Independent Directors, but only if such vote is required by the 1940 Act), except that any amendment also must be approved by a majority (as defined in the 0000 Xxx1940 Act) of the outstanding voting securities of the Partnership if such xx xxxx vote is required by the 0000 Xxx1940 Act. (b) Any amendment that would: (10) increase xncrease the obligation of a Partner to make any Capital Contribution, (2) reduce the Capital Account of a Partner other than in accordance with Article ARTICLE V of this Agreement, or (3) modify the events causing the dissolution of the Partnership, may be made only if (A) the written consent of each Partner adversely affected by the proposed action is obtained prior to the effectiveness of the action or (B) the amendment does not become effective until (i) each Limited Partner has received written notice of the amendment and (ii) any Limited Partner objecting to the amendment has been afforded a reasonable opportunity (under procedures prescribed by the General Partner in its sole discretion) to tender all of the Partner’s Units 's entire Interest for repurchase by the Partnership. Notwithstanding the preceding sentence or the provisions of Subsection 8.1(cSUBSECTION 8.1(C), any amendment that would alter the provisions of Section SECTION 8.1 relating to the material amendment of this Agreement or the provisions of Section SECTION 3.8 of this Agreement relating to indemnification may be made only with the unanimous consent of the Partners and, to the extent required by the 1940 Act, approval of a majority of the Directors (and, if so required, a majority of the Independent Directors). (c) Notwithstanding the provisions of Sections 8.1(aSECTIONS 8.1(A) and 8.1(b8.1(B) of this Agreement, the General Partner, at any time without the consent of any other Partner, may: (1) restate this Agreement, together with any amendments to this Agreement that have been duly adopted in accordance with the provisions of this Agreement to incorporate the amendments in a single, integrated document; (2) amend this Agreement (other than with respect to the matters described in Section 8.1(bSECTION 8.1(B) of this Agreement) to change the name of the Partnership in accordance with Section SECTION 2.2 hereof or to effect compliance with any applicable law or regulation, including, but not limited to, to satisfy the requirements of applicable U.S. banking law or regulation, or to cure any ambiguity or to correct or supplement any provision of this Agreement that may be inconsistent with any other provision of this Agreement, so long as the action does not adversely affect the rights of any Partner in any material respect; and (3) amend this Agreement to make any changes necessary or desirable, based on advice of legal counsel to the Partnership, to assure the Partnership’s 's continuing eligibility to be classified for U.S. federal income tax purposes as a Partnership that is not treated as a corporation for tax purposes under the Code; subject, however, to the limitation that any material amendment to this Agreement under Section 8.1(c)(2SECTION 8.1(C)(2) or (3) of this Agreement will be valid only if approved by a majority of the Directors (including the vote of a majority of the Independent Directors, if required by the 1940 Act). (d) The General Partner will give prior written notice of any proposed amendment to this Agreement (other than any amendment of the type contemplated by Section 8.1(c)(1SECTION 8.1(C)(1) of this Agreement) to each Partner, which notice sets out (1) the text of the proposed amendment or (2) a summary of the amendment and a statement that the text of the amendment will be furnished to any Partner upon request.

Amendment of Partnership Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with the approval of a majority of the Directors (including the vote of a majority of the Independent Directors, but only if such vote is required by the 1940 Act), except that any amendment also must be approved by a majority (as defined in the 0000 1000 Xxx) of the outstanding voting securities of the Partnership if such vote is required by the 0000 1000 Xxx. (b) Any amendment that would: (1) increase the obligation of a Partner to make any Capital Contribution,; (2) reduce the Capital Account of a Partner other than in accordance with Article V of this Agreement, ; or (3) modify the events causing the dissolution of the Partnership, may be made only if (A) the written consent of each Partner adversely affected by the proposed action is obtained prior to the effectiveness of the action or (B) the amendment does not become effective until (i) each Limited Partner has received written notice of the amendment and (ii) any Limited Partner objecting to the amendment has been afforded a reasonable opportunity (under procedures prescribed by the General Partner in its sole discretion) to tender all of the Partner’s Units entire Interest for repurchase by the Partnership. Notwithstanding the preceding sentence or the provisions of Subsection 8.1(c), any amendment that would alter the provisions of Section 5.6 of this Agreement relating to the General Partner’s Performance Incentive, the provisions of this Section 8.1 relating to the material amendment of this Agreement Agreement, or the provisions of Section 3.8 3.10 of this Agreement relating to indemnification may be made only with the unanimous consent of the Partners and, to the extent required by the 1940 Act, approval of a majority of the Directors (and, if so required, a majority of the Independent Directors). (c) Notwithstanding the provisions of Sections 8.1(a) and 8.1(b) of this Agreement, the General Partner, at any time without the consent of any other Partner, may: (1) restate this Agreement, together with any amendments to this Agreement that have been duly adopted in accordance with the provisions of this Agreement to incorporate the amendments in a single, integrated document; (2) amend this Agreement (other than with respect to the matters described in Section 8.1(b) of this Agreement) to change the name of the Partnership in accordance with Section 2.2 hereof or to effect compliance with any applicable law or regulation, including, but not limited to, to satisfy the requirements of applicable U.S. banking law or regulation, or to cure any ambiguity or to correct or supplement any provision of this Agreement that may be inconsistent with any other provision of this Agreement, so long as the action does not adversely affect the rights of any Partner in any material respect; and (3) amend this Agreement to make any changes necessary or desirable, based on advice of legal counsel to the Partnership, to assure the Partnership’s continuing eligibility to be classified for U.S. federal Federal income tax purposes as a Partnership partnership that is not treated as a corporation for tax purposes under the Code; subject, however, to the limitation that any material amendment to this Agreement under Section 8.1(c)(2) or (3) of this Agreement will be valid only if approved by a majority of the Directors (including the vote of a majority of the Independent Directors, if required by the 1940 Act). (d) The General Partner will give prior written notice of any proposed amendment to this Agreement (other than any amendment of the type contemplated by Section 8.1(c)(1) of this Agreement) to each Partner, which notice sets out (1) the text of the proposed amendment or (2) a summary of the amendment and a statement that the text of the amendment will be furnished to any Partner upon request.

Amendment of Partnership Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with the approval of a majority of (i) the Directors (including the vote of a majority of the Independent Directors, but only if such vote is required by the 1940 Act), except that any amendment also must be approved by (ii) the General Partner and (iii) a majority (as defined in the 0000 1000 Xxx) of the outstanding voting securities of the Partnership if such vote is required by the 0000 XxxFund. (b) Any amendment that would: (1) increase the obligation of a Partner to make any Capital Contribution,contribution to the capital of the Fund; (2) reduce the Capital Account of a Partner other than in accordance with Article V of this Agreement, V; or (3) modify the events causing the dissolution of the Partnership, Fund; may be made only if (Ai) the written consent of each Partner adversely affected by the proposed action thereby is obtained prior to the effectiveness of the action thereof or (Bii) the such amendment does not become effective until (iA) each Limited Partner has received written notice of the such amendment and (iiB) any Limited Partner objecting to the such amendment has been afforded a reasonable opportunity (under pursuant to such procedures as may be prescribed by the General Partner in its sole discretionPartner) to tender all of the such Partner’s Units 's entire Interest for repurchase by the Partnership. Notwithstanding the preceding sentence or the provisions of Subsection 8.1(c), any amendment that would alter the provisions of Section 8.1 relating to the material amendment of this Agreement or the provisions of Section 3.8 of this Agreement relating to indemnification may be made only with the unanimous consent of the Partners and, to the extent required by the 1940 Act, approval of a majority of the Directors (and, if so required, a majority of the Independent Directors)Fund. (c) Notwithstanding the provisions of Sections 8.1(a) and 8.1(b) of this Agreement, the The General Partner, at any time without the consent of any the other PartnerPartners, may: (1) restate this Agreement, Agreement together with any amendments to this Agreement that hereto which have been duly adopted in accordance with the provisions of this Agreement herewith to incorporate the such amendments in a single, integrated document; (2) amend this Agreement (other than with respect to the matters described set forth in Section 8.1(b) of this Agreementhereof) to change the name of the Partnership in accordance with Section 2.2 hereof or to effect compliance with any applicable law or regulation, including, but not limited to, to satisfy the requirements of applicable U.S. banking law or regulation, regulation or to cure any ambiguity or to correct or supplement any provision of this Agreement that hereof which may be inconsistent with any other provision of this Agreementhereof, so long as the provided that such action does not adversely affect the rights of any Partner in any material respect; and (3) amend this Agreement to make any such changes as may be necessary or desirable, based on advice of legal counsel to the PartnershipFund, to assure the Partnership’s Fund's continuing eligibility to be classified for U.S. federal Federal income tax purposes as a Partnership that partnership which is not treated as a corporation for tax purposes under Section 7704(a) of the Code; , subject, however, to the limitation that any material amendment to this Agreement under Section pursuant to Sections 8.1(c)(2) or (3) of this Agreement will hereof shall be valid only if approved by a majority of the Directors (including the vote of a majority of the Independent Directors, if required by the 1940 Act). (d) The General Partner will shall give prior written notice of any proposed amendment to this Agreement (other than any amendment of the type contemplated by Section 8.1(c)(1clause (1) of this AgreementSection 8.1(c) hereof) to each Partner, which notice sets out shall set forth (1i) the text of the proposed amendment or (2ii) a summary of the amendment thereof and a statement that the text of the amendment thereof will be furnished to any Partner upon request. (e) The General Partner may, with the approval of the Directors, establish additional classes or series of interests in the Fund having such rights, privileges and obligations as shall be determined by the General Partner consistent with the 1940 Act and the Delaware Act.

Amendment of Partnership Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with the approval of a majority of (i) the Directors Individual General Partners (including the vote of a majority of the Independent DirectorsGeneral Partners, but only if such vote is required by the 1940 Act), except that any amendment also must be approved by (ii) the Corporate General Partner and (iii) a majority (as defined in the 0000 Xxx1940 Act) of the outstanding voting securities of the Partnership if such vote is required by the 0000 XxxPartnership. (b) Any amendment that would: (1) increase the obligation of a Partner to make any Capital Contribution,contribution to the capital of the Partnership; (2) reduce the Capital Account of a Partner other than in accordance with Article V of this Agreement, V; or (3) modify the events causing the dissolution of the Partnership, ; may be made only if (Ai) the written consent of each Partner adversely affected by the proposed action thereby is obtained prior to the effectiveness of the action thereof or (Bii) the such amendment does not become effective until (iA) each Limited Partner has received written notice of the such amendment and (iiB) any Limited Partner objecting to the such amendment has been afforded a reasonable opportunity (under pursuant to such procedures as may be prescribed by the Individual General Partner in its sole discretionPartners) to tender all of the Partner’s Units his entire Interest for repurchase by the Partnership. Notwithstanding the preceding sentence or the provisions of Subsection 8.1(c), any amendment that would alter the provisions of Section 8.1 relating to the material amendment of this Agreement or the provisions of Section 3.8 of this Agreement relating to indemnification may be made only with the unanimous consent of the Partners and, to the extent required by the 1940 Act, approval of a majority of the Directors (and, if so required, a majority of the Independent Directors). (c) Notwithstanding the provisions of Sections 8.1(a) and 8.1(b) of this Agreement, the The Corporate General Partner, Partner may at any time without the consent of any the other Partner, mayPartners: (1) amend Schedule I hereto to reflect any change required to be made therein pursuant to the terms of this Agreement; (2) restate this Agreement, Agreement together with any amendments to this Agreement that hereto which have been duly adopted in accordance with the provisions of this Agreement herewith to incorporate the such amendments in a single, integrated document; (23) amend this Agreement (other than with respect to the matters described set forth in Section 8.1(b) of this Agreementhereof) to change the name of the Partnership in accordance with Section 2.2 hereof or to effect compliance with any applicable law or regulation, including, but not limited to, to satisfy the requirements of applicable U.S. banking law or regulation, regulation or to cure any ambiguity or to correct or supplement any provision of this Agreement that hereof which may be inconsistent with any other provision of this Agreementhereof, so long as the provided that such action does not adversely affect the rights of any Partner in any material respect; and (34) amend this Agreement to make any such changes as may be necessary or desirable, based on advice of legal counsel to the Partnership, to assure the Partnership’s 's continuing eligibility to be classified for U.S. federal income tax purposes as a Partnership that partnership which is not treated as an association taxable as a corporation for tax purposes or a "publicly traded partnership" under Section 7704(a) of the Code; , subject, however, to the limitation that any material amendment to this Agreement under Section 8.1(c)(2pursuant to Sections 8.1(c)(3) or (34) of this Agreement will hereof shall be valid only if approved by a majority of the Directors Individual General Partners (including the vote of a majority of the Independent DirectorsGeneral Partners, if required by the 1940 Act). (d) The General Partner will give prior Prior written notice of any proposed amendment to this Agreement (other than any amendment of the type contemplated by Section 8.1(c)(1clause (1) or (2) of this AgreementSection 8.1(c) hereof) shall be given to each Partner, which notice sets out shall set forth (1i) the text of the proposed amendment or (2ii) a summary of the amendment thereof and a statement that the text of the amendment thereof will be furnished to any Partner upon request.

Amendment of Partnership Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with the approval of a majority of (i) the Directors (including the vote of a majority of the Independent Directors, but only if such vote is required by the 1940 Act), except that any amendment also must be approved by (ii) the General Partner and (iii) a majority (as defined in the 0000 Xxx) of the outstanding voting securities of the Partnership if such vote is required by the 0000 XxxFund. (b) Any amendment that would: (1) increase the obligation of a Partner to make any Capital Contribution,contribution to the capital of the Fund; (2) reduce the Capital Account of a Partner other than in accordance with Article V of this Agreement, V; or (3) modify the events causing the dissolution of the Partnership, Fund; may be made only if (Ai) the written consent of each Partner adversely affected by the proposed action thereby is obtained prior to the effectiveness of the action thereof or (Bii) the such amendment does not become effective until (iA) each Limited Partner has received written notice of the such amendment and (iiB) any Limited Partner objecting to the such amendment has been afforded a reasonable opportunity (under pursuant to such procedures as may be prescribed by the General Partner in its sole discretionPartner) to tender all of the such Partner’s Units 's entire Interest for repurchase by the Partnership. Notwithstanding the preceding sentence or the provisions of Subsection 8.1(c), any amendment that would alter the provisions of Section 8.1 relating to the material amendment of this Agreement or the provisions of Section 3.8 of this Agreement relating to indemnification may be made only with the unanimous consent of the Partners and, to the extent required by the 1940 Act, approval of a majority of the Directors (and, if so required, a majority of the Independent Directors)Fund. (c) Notwithstanding the provisions of Sections 8.1(a) and 8.1(b) of this Agreement, the The General Partner, at any time without the consent of any the other PartnerPartners, may: (1) restate this Agreement, Agreement together with any amendments to this Agreement that hereto which have been duly adopted in accordance with the provisions of this Agreement herewith to incorporate the such amendments in a single, integrated document; (2) amend this Agreement (other than with respect to the matters described set forth in Section 8.1(b) of this Agreementhereof) to change the name of the Partnership in accordance with Section 2.2 hereof or to effect compliance with any applicable law or regulation, including, but not limited to, to satisfy the requirements of applicable U.S. banking law or regulation, regulation or to cure any ambiguity or to correct or supplement any provision of this Agreement that hereof which may be inconsistent with any other provision of this Agreementhereof, so long as the provided that such action does not adversely affect the rights of any Partner in any material respect; and (3) amend this Agreement to make any such changes as may be necessary or desirable, based on advice of legal counsel to the PartnershipFund, to assure the Partnership’s Fund's continuing eligibility to be classified for U.S. federal Federal income tax purposes as a Partnership that partnership which is not treated as a corporation for tax purposes under Section 7704(a) of the Code; , subject, however, to the limitation that any material amendment to this Agreement under Section pursuant to Sections 8.1(c)(2) or (3) of this Agreement will hereof shall be valid only if approved by a majority of the Directors (including the vote of a majority of the Independent Directors, if required by the 1940 Act). (d) The General Partner will shall give prior written notice of any proposed amendment to this Agreement (other than any amendment of the type contemplated by Section 8.1(c)(1clause (1) of this AgreementSection 8.1(c) hereof) to each Partner, which notice sets out shall set forth (1i) the text of the proposed amendment or (2ii) a summary of the amendment thereof and a statement that the text of the amendment thereof will be furnished to any Partner upon request. (e) The General Partner may, with the approval of the Directors, establish additional classes or series of interests in the Fund having such rights, privileges and obligations as shall be determined by the General Partner consistent with the 1940 Act and the Delaware Act.

Amendment of Partnership Agreement. (a) Except as otherwise provided in this Section 8.1, The General Partner may amend this Agreement may be amendedat any time, in whole or in part, with without the approval consent of any Limited Partner by giving notice of such amendment to any Limited Partner whose rights or obligations as a majority of the Directors (including the vote of a majority of the Independent Directors, but only if such vote is required by the 1940 Act), except Limited Partner pursuant to this Agreement are changed thereby; provided that any amendment also must be approved by that would effect a majority (as defined material adverse change in the 0000 Xxx) of the outstanding voting securities of the Partnership if such vote is required by the 0000 Xxx. (b) Any amendment that would: (1) increase the obligation contractual rights of a Partner to make any Capital Contribution, (2) reduce the Capital Account of a Partner other than in accordance with Article V of this Agreement, or (3) modify the events causing the dissolution of the Partnership, may only be made only if (A) the written consent of each such Partner adversely affected by the proposed action is obtained prior to the effectiveness thereof. Notwithstanding the foregoing, the General Partner may amend this Agreement at any time, in whole or in part, without the consent of the action or (B) the amendment does not become effective until (i) each Limited Partner has received written notice of the amendment and (ii) any Limited Partner objecting (other than a Limited Partner whose rights to allocations and distributions would suffer a material adverse change as a result of such amendment), to enable the Partnership to comply with the requirements of the “Safe Harbor” Election within the meaning of the Proposed Revenue Procedure of Notice 2005-43, 2005-24 IRB 1, Proposed Treasury Regulation Section 1.83-3(e)(1) or Proposed Treasury Regulation Section 1.704-1(b)(4)(xii) at such time as such proposed Procedure and Regulations are effective and to make any such other related changes as may be required by pronouncements or Treasury Regulations issued by the Internal Revenue Service or Treasury Department after the date of this Agreement. An adjustment of Points shall not be considered an amendment to the amendment has been afforded a reasonable opportunity (under procedures prescribed by the General Partner extent effected in its sole discretion) to tender all of the Partner’s Units for repurchase by the Partnership. Notwithstanding the preceding sentence or the provisions of Subsection 8.1(c), any amendment that would alter compliance with the provisions of Section 8.1 relating 6.1 or 7.3 as in effect on the date hereof or as hereafter amended in compliance with the requirements of this Section 9.1(a). The General Partner’s approval of or consent to any transaction resulting in the substitution of another Person in place of the Partnership as the managing or general partner of any of the Funds or any change to the material amendment scheme of this Agreement or distribution under any of the provisions Fund LP Agreements that would have the effect of Section 3.8 reducing the Partnership’s allocable share of this Agreement relating to indemnification may be made only with the unanimous Net Income of any Fund shall require the consent of the Partners and, to the extent required by the 1940 Act, approval of a majority of the Directors (and, if so required, a majority of the Independent Directors)any Limited Partner adversely affected thereby. (cb) Notwithstanding the provisions of Sections 8.1(a) this Agreement, including Section 9.1(a), it is hereby acknowledged and 8.1(b) agreed that the General Partner on its own behalf or on behalf of the Partnership without the approval of any Limited Partner or any other Person may enter into one or more side letters or similar agreements with one or more Limited Partners which have the effect of establishing rights under, or altering or supplementing the terms of this Agreement, . The parties hereto agree that any terms contained in a side letter or similar agreement with one or more Limited Partners shall govern with respect to such Limited Partner or Limited Partners notwithstanding the provisions of this Agreement. Any such side letters or similar agreements shall be binding upon the Partnership or the General Partner, at as applicable, and the signatories thereto as if the terms were contained in this Agreement, but no such side letter or similar agreement between the General Partner and any time without Limited Partner or Limited Partners and the consent Partnership shall adversely amend the contractual rights of any other Limited Partner without such other Limited Partner, may: (1) restate this Agreement, together with any amendments to this Agreement that have been duly adopted in accordance with the provisions of this Agreement to incorporate the amendments in a single, integrated document; (2) amend this Agreement (other than with respect to the matters described in Section 8.1(b) of this Agreement) to change the name of the Partnership in accordance with Section 2.2 hereof or to effect compliance with any applicable law or regulation, including, but not limited to, to satisfy the requirements of applicable U.S. banking law or regulation, or to cure any ambiguity or to correct or supplement any provision of this Agreement that may be inconsistent with any other provision of this Agreement, so long as the action does not adversely affect the rights of any Partner in any material respect; and (3) amend this Agreement to make any changes necessary or desirable, based on advice of legal counsel to the Partnership, to assure the Partnership’s continuing eligibility to be classified for U.S. federal income tax purposes as a Partnership that is not treated as a corporation for tax purposes under the Code; subject, however, to the limitation that any material amendment to this Agreement under Section 8.1(c)(2) or (3) of this Agreement will be valid only if approved by a majority of the Directors (including the vote of a majority of the Independent Directors, if required by the 1940 Act)prior consent. (d) The General Partner will give prior written notice of any proposed amendment to this Agreement (other than any amendment of the type contemplated by Section 8.1(c)(1) of this Agreement) to each Partner, which notice sets out (1) the text of the proposed amendment or (2) a summary of the amendment and a statement that the text of the amendment will be furnished to any Partner upon request.

Amendment of Partnership Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with the approval of a majority of the Directors (including the vote of a majority of the Independent Directors, but only if such vote is required by the 1940 Act), except that any amendment also must be approved by a majority (as defined in the 0000 Xxx) of the outstanding voting securities of the Partnership if such vote is required by the 0000 Xxx. (b) Any amendment that would: (1) increase the obligation of a Partner to make any Capital Contribution, (2) reduce the Capital Account of a Partner other than in accordance with Article V of this Agreement, or (3) modify the events causing the dissolution of the Partnership, may be made only if (A) the written consent of each Partner adversely affected by the proposed action is obtained prior to the effectiveness of the action or (B) the amendment does not become effective until (i) each Limited Partner has received written notice of the amendment and (ii) any Limited Partner objecting to the amendment has been afforded a reasonable opportunity (under procedures prescribed by the General Partner in its sole discretion) to tender all of the Partner’s Units entire Interest for repurchase by the Partnership. Notwithstanding the preceding sentence or the provisions of Subsection 8.1(c), any amendment that would alter the provisions of Section 8.1 relating to the material amendment of this Agreement or the provisions of Section 3.8 3.10 of this Agreement relating to indemnification may be made only with the unanimous consent of the Partners and, to the extent required by the 1940 Act, approval of a majority of the Directors (and, if so required, a majority of the Independent Directors). (c) Notwithstanding the provisions of Sections 8.1(a) and 8.1(b) of this Agreement, the General Partner, at any time without the consent of any other Partner, may: (1) restate this Agreement, together with any amendments to this Agreement that have been duly adopted in accordance with the provisions of this Agreement to incorporate the amendments in a single, integrated document; (2) amend this Agreement (other than with respect to the matters described in Section 8.1(b) of this Agreement) to change the name of the Partnership in accordance with Section 2.2 hereof or to effect compliance with any applicable law or regulation, including, but not limited towithout limitation, to satisfy the requirements of applicable U.S. banking law or regulation, or to cure any ambiguity or to correct or supplement any provision of this Agreement that may be inconsistent with any other provision of this Agreement, so long as the action does not adversely affect the rights of any Partner in any material respect; and (3) amend this Agreement to make any changes necessary or desirable, based on advice of legal counsel to the Partnership, to assure the Partnership’s continuing eligibility to be classified for U.S. federal Federal income tax purposes as a Partnership that is not treated as a corporation for tax purposes under the Code; subject, however, to the limitation that any material amendment to this Agreement under Section 8.1(c)(2) or (3) of this Agreement will be valid only if approved by a majority of the Directors (including the vote of a majority of the Independent Directors, if required by the 1940 Act). (d) The General Partner will give prior written notice of any proposed amendment to this Agreement (other than any amendment of the type contemplated by Section 8.1(c)(1) of this Agreement) to each Partner, which notice sets out (1) the text of the proposed amendment or (2) a summary of the amendment and a statement that the text of the amendment will be furnished to any Partner upon request.

Amendment of Partnership Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with the approval of a majority of (i) the Directors Individual General Partners (including the vote of a majority of the Independent DirectorsGeneral Partners, but only if such vote is required by the 1940 Act), except that any amendment also must be approved by (ii) the Manager and (iii) a majority (as defined in the 0000 1940 Xxx) of xx the outstanding voting securities of the Partnership if such vote is required by the 0000 XxxPartnership. (b) Any amendment that would: (1) increase the obligation of a Partner to make any Capital Contribution,contribution to the capital of the Partnership; (2) reduce the Capital Account of a Partner other than in accordance with Article V of this Agreement, V; or (3) modify the events causing the dissolution of the Partnership, ; may be made only if (Ai) the written consent of each Partner adversely affected by the proposed action thereby is obtained prior to the effectiveness of the action thereof or (Bii) the such amendment does not become effective until (iA) each Limited Partner has received written notice of the such amendment and (iiB) any Limited Partner objecting to the such amendment has been afforded a reasonable opportunity (under pursuant to such procedures as may be prescribed by the Individual General Partner in its sole discretionPartners) to tender all of the Partner’s Units his entire Interest for repurchase by the Partnership. Notwithstanding the preceding sentence or the provisions of Subsection 8.1(c), any amendment that would alter the provisions of Section 8.1 relating to the material amendment of this Agreement or the provisions of Section 3.8 of this Agreement relating to indemnification may be made only with the unanimous consent of the Partners and, to the extent required by the 1940 Act, approval of a majority of the Directors (and, if so required, a majority of the Independent Directors). (c) Notwithstanding the provisions of Sections 8.1(a) and 8.1(b) of this Agreement, the General Partner, The Manager may at any time without the consent of any the other Partner, mayPartners: (1) amend Schedule I hereto to reflect any change required to be made therein pursuant to the terms of this Agreement; (2) restate this Agreement, Agreement together with any amendments to this Agreement that hereto which have been duly adopted in accordance with the provisions of this Agreement herewith to incorporate the such amendments in a single, integrated document; (23) amend this Agreement (other than with respect to the matters described set forth in Section 8.1(b) of this Agreementhereof) to change the name of the Partnership in accordance with Section 2.2 hereof or to effect compliance with any applicable law or regulation, including, but not limited to, to satisfy the requirements of applicable U.S. banking law or regulation, regulation or to cure any ambiguity or to correct or supplement any provision of this Agreement that hereof which may be inconsistent with any other provision of this Agreement, so long as the action does not adversely affect the rights of any Partner in any material respect; andwith (34) amend this Agreement to make any such changes as may be necessary or desirable, based on advice of legal counsel to the Partnership, to assure the Partnership’s 's continuing eligibility to be classified for U.S. federal income tax purposes as a Partnership that partnership which is not treated as a corporation for tax purposes under Section 7704(a) of the Code; , subject, however, to the limitation that any material amendment to this Agreement under Section 8.1(c)(2pursuant to Sections 8.1(c)(3) or (34) of this Agreement will hereof shall be valid only if approved by a majority of the Directors Individual General Partners (including the vote of a majority of the Independent DirectorsGeneral Partners, if required by the 1940 Act). (d) The General Partner will Manager shall give prior written notice of any proposed amendment to this Agreement (other than any amendment of the type contemplated by Section 8.1(c)(1clause (1) or (2) of this AgreementSection 8.1(c) hereof) to each Partner, which notice sets out shall set forth (1i) the text of the proposed amendment or (2ii) a summary of the amendment thereof and a statement that the text of the amendment thereof will be furnished to any Partner upon request.

Amendment of Partnership Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with the approval of a majority of (i) the Directors Individual General Partners (including the vote of a majority of the Independent DirectorsGeneral Partners, but only if such vote is required by the 1940 Act), except that any amendment also must be approved by (ii) the Corporate General Partner and (iii) a majority (as defined in the 0000 Xxx) of the outstanding voting securities of the Partnership if such vote is required by the 0000 XxxPartnership. (b) Any amendment that would: (1) increase the obligation of a Partner to make any Capital Contribution,contribution to the capital of the Partnership; (2) reduce the Capital Account of a Partner other than in accordance with Article V of this Agreement, V; or (3) modify the events causing the dissolution of the Partnership, ; may be made only if (Ai) the written consent of each Partner adversely affected by the proposed action thereby is obtained prior to the effectiveness of the action thereof or (Bii) the such amendment does not become effective until (iA) each Limited Partner has received written notice of the such amendment and (iiB) any Limited Partner objecting to the such amendment has been afforded a reasonable opportunity (under pursuant to such procedures as may be prescribed by the Individual General Partner in its sole discretionPartners) to tender all of the Partner’s Units his entire Interest for repurchase by the Partnership. Notwithstanding the preceding sentence or the provisions of Subsection 8.1(c), any amendment that would alter the provisions of Section 8.1 relating to the material amendment of this Agreement or the provisions of Section 3.8 of this Agreement relating to indemnification may be made only with the unanimous consent of the Partners and, to the extent required by the 1940 Act, approval of a majority of the Directors (and, if so required, a majority of the Independent Directors). (c) Notwithstanding the provisions of Sections 8.1(a) and 8.1(b) of this Agreement, the The Corporate General Partner, Partner may at any time without the consent of any the other Partner, mayPartners: (1) amend Schedule I hereto to reflect any change required to be made therein pursuant to the terms of this Agreement; (2) restate this Agreement, Agreement together with any amendments to this Agreement that hereto which have been duly adopted in accordance with the provisions of this Agreement herewith to incorporate the such amendments in a single, integrated document; (23) amend this Agreement (other than with respect to the matters described set forth in Section 8.1(b) of this Agreementhereof) to change the name of the Partnership in accordance with Section 2.2 hereof or to effect compliance with any applicable law or regulation, including, but not limited to, to satisfy the requirements of applicable U.S. banking law or regulation, regulation or to cure any ambiguity or to correct or supplement any provision of this Agreement that hereof which may be inconsistent with any other provision of this Agreementhereof, so long as the provided that such action does not adversely affect the rights of any Partner in any material respect; and (34) amend this Agreement to make any such changes as may be necessary or desirable, based on advice of legal counsel to the Partnership, to assure the Partnership’s 's continuing eligibility to be classified for U.S. federal income tax purposes as a Partnership that partnership which is not treated as an association taxable as a corporation for tax purposes or a "publicly traded partnership" under Section 7704(a) of the Code; , subject, however, to the limitation that any material amendment to this Agreement under Section 8.1(c)(2pursuant to Sections 8.1(c)(3) or (34) of this Agreement will hereof shall be valid only if approved by a majority of the Directors Individual General Partners (including the vote of a majority of the Independent DirectorsGeneral Partners, if required by the 1940 Act). (d) The General Partner will give prior Prior written notice of any proposed amendment to this Agreement (other than any amendment of the type contemplated by Section 8.1(c)(1clause (1) or (2) of this AgreementSection 8.1(c) hereof) shall be given to each Partner, which notice sets out shall set forth (1i) the text of the proposed amendment or (2ii) a summary of the amendment thereof and a statement that the text of the amendment thereof will be furnished to any Partner upon request.

Amendment of Partnership Agreement. (a) Except as otherwise provided in this Section 8.1, The General Partner may amend this Agreement may be amendedat any time, in whole or in part, with without the approval consent of any Limited Partner by giving notice of such amendment to any Limited Partner whose rights or obligations as a majority of the Directors (including the vote of a majority of the Independent Directors, but only if such vote is required by the 1940 Act), except Limited Partner pursuant to this Agreement are changed thereby; provided that any amendment also must be approved by that would effect a majority (as defined materially adverse change in the 0000 Xxx) of the outstanding voting securities of the Partnership if such vote is required by the 0000 Xxx. (b) Any amendment that would: (1) increase the obligation contractual rights or obligations of a Partner (such rights or obligations determined without regard to make any Capital Contribution, (2the amendment power reserved herein) reduce the Capital Account of a Partner other than in accordance with Article V of this Agreement, or (3) modify the events causing the dissolution of the Partnership, may only be made only if (A) the written consent of each such Partner adversely affected by the proposed action is obtained prior to the effectiveness thereof; provided that any amendment that increases a Partner’s obligation to contribute to the capital of the action Partnership or (B) increases such Partner’s Clawback Share shall not be effective with respect to such Partner, unless such Partner consents thereto in advance in writing. Notwithstanding the amendment does not become effective until foregoing, the General Partner may amend this Agreement at any time, in whole or in part, without the consent of any Limited Partner to enable the Partnership to (i) each Limited Partner has received written notice comply with the requirements of the amendment “Safe Harbor” Election within the meaning of the Proposed Revenue Procedure of Notice 2005-43, 2005-24 IRB 1, Proposed Treasury Regulation section 1.83-3(e)(1) or Proposed Treasury Regulation section 1.704-1(b)(4)(xii) at such time as such proposed Procedure and Regulations are effective and to make any such other related changes as may be required by pronouncements or Treasury Regulations issued by the Internal Revenue Service or Treasury Department after the date of this Agreement, and (ii) enable, when applicable, the Partnership (or the Partnership Representative) to comply with the BBA Audit Rules or to make any Limited Partner objecting elections or take any other actions available thereunder. An adjustment of Points shall not be considered an amendment to the amendment has been afforded a reasonable opportunity (under procedures prescribed by the General Partner extent effected in its sole discretion) to tender all of the Partner’s Units for repurchase by the Partnership. Notwithstanding the preceding sentence or the provisions of Subsection 8.1(c), any amendment that would alter compliance with the provisions of Section 8.1 relating 7.1 or Section 7.3 as in effect on the date hereof or as hereafter amended in compliance with the requirements of this Section 9.1(a). The General Partner’s approval of or consent to any transaction resulting in the substitution of another Person in place of the Partnership as the managing or general partner of any of the Funds or any change to the material amendment scheme of this Agreement or distribution under any of the provisions Fund LP Agreements that would have the effect of Section 3.8 reducing the Partnership’s allocable share of this Agreement relating to indemnification may be made only with the unanimous Net Income of any Fund shall require the consent of the Partners and, to the extent required by the 1940 Act, approval of a majority of the Directors (and, if so required, a majority of the Independent Directors)any Limited Partner adversely affected thereby. (cb) Notwithstanding the provisions of Sections 8.1(a) this Agreement, including Section 9.1(a), it is hereby acknowledged and 8.1(b) agreed that the General Partner on its own behalf or on behalf of the Partnership without the approval of any Limited Partner or any other Person may enter into one or more side letters or similar agreements with one or more Limited Partners which have the effect of establishing rights under, or altering or supplementing the terms of this Agreement with respect to the parties thereto. The parties hereto agree that any terms contained in a side letter or similar agreement with one or more Limited Partners shall govern with respect to such Limited Partner or Limited Partners notwithstanding the provisions of this Agreement, . Any such side letters or similar agreements shall be binding upon the Partnership or the General Partner, at as applicable, and the signatories thereto as if the terms were contained in this Agreement, but no such side letter or similar agreement between the General Partner and any time without Limited Partner or Limited Partners and the consent Partnership shall adversely amend the contractual rights or obligations of any other Limited Partner without such other Limited Partner, may: (1) restate this Agreement, together with any amendments to this Agreement that have been duly adopted in accordance with the provisions of this Agreement to incorporate the amendments in a single, integrated document; (2) amend this Agreement (other than with respect to the matters described in Section 8.1(b) of this Agreement) to change the name of the Partnership in accordance with Section 2.2 hereof or to effect compliance with any applicable law or regulation, including, but not limited to, to satisfy the requirements of applicable U.S. banking law or regulation, or to cure any ambiguity or to correct or supplement any provision of this Agreement that may be inconsistent with any other provision of this Agreement, so long as the action does not adversely affect the rights of any Partner in any material respect; and (3) amend this Agreement to make any changes necessary or desirable, based on advice of legal counsel to the Partnership, to assure the Partnership’s continuing eligibility to be classified for U.S. federal income tax purposes as a Partnership that is not treated as a corporation for tax purposes under the Code; subject, however, to the limitation that any material amendment to this Agreement under Section 8.1(c)(2) or (3) of this Agreement will be valid only if approved by a majority of the Directors (including the vote of a majority of the Independent Directors, if required by the 1940 Act)prior consent. (d) The General Partner will give prior written notice of any proposed amendment to this Agreement (other than any amendment of the type contemplated by Section 8.1(c)(1) of this Agreement) to each Partner, which notice sets out (1) the text of the proposed amendment or (2) a summary of the amendment and a statement that the text of the amendment will be furnished to any Partner upon request.