Common use of Amendments A Clause in Contracts

Amendments A. In addition to the amendments otherwise authorized herein, amendments may be made to this Agreement from time to time by the General Partners with the Consent of the Investors; provided, however, that without the consent of the Partners or Investors to be adversely affected by the amendment, this Agreement may not be amended so as to (i) convert an Investor's interest into a General Partner's interest; (ii) modify the limited liability of an Investor; (iii) alter the interest of a Partner or Investor in Net Cash Flow, Profit or Loss, or Net Proceeds of Sale or Refinancing; (iv) increase the amount of the Capital Contributions required to be paid by the Investors; or (v) extend the termination date specified in Section 2.4, except as provided in Section 12.11B. B. In addition to the amendments otherwise authorized herein, amendments may be made to this Agreement from time to time by the General Partners, without the consent of any of the Investors, (i) to add to the duties or obligations of the General Partners or surrender any right or power granted to the General Partners herein, for the benefit of the Investors; (ii) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Agreement which will not be inconsistent with the provisions of this Agreement; (iii) to delete or add any provision of this Agreement required to be deleted or added by the Staff of the Securities and Exchange Commission or other federal agency or by a state securities commissioner or similar official and deemed by the commission, agency, commissioner, or official to be for the benefit or protection of the Investors; (iv) to take any actions necessary to cause the assets of the Fund to come within the exclusions from the definition of "plan assets" contained in Section 2550.40lb-1 of Title 29 of the Code of Federal Regulations; and (v) to give effect to any action permitted pursuant to Section 5.2; provided, however, that no amendment shall be adopted pursuant to this Section 12.2.B unless its adoption (1) is for the benefit of or not adverse to the, interests of the Investors; (2) is consistent with Section 5.2; A-38

Amendments A. In addition to the amendments otherwise authorized herein, amendments may be made Amendments to this Agreement from time to time may be proposed by the General Partner or by any Limited Partners holding twenty percent (20%) or more of the Partnership Interests (not including any interest on account of the Preferred Units). 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 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 Investors; providedPercentage Interests of the Limited Partners (including Limited Partner Interests held by the General Partner and the Gables Trust, howeverbut not including any interest on account of the Preferred Units). B. Notwithstanding Section 14.1.A, that the General Partner shall have the power, without the consent of the Partners or Investors Limited Partners, to be adversely affected by the amendment, amend this Agreement as may not be amended so as to (i) convert an Investor's interest into a General Partner's interest; (ii) modify the limited liability of an Investor; (iii) alter the interest of a Partner or Investor in Net Cash Flow, Profit or Loss, or Net Proceeds of Sale or Refinancing; (iv) increase the amount of the Capital Contributions required to be paid by the Investors; facilitate or (v) extend the termination date specified in Section 2.4, except as provided in Section 12.11B. B. In addition to the amendments otherwise authorized herein, amendments may be made to this Agreement from time to time by the General Partners, without the consent of implement any of the Investors, following purposes: (i1) to add to the duties or obligations of the General Partners Partner or surrender any right or power granted to the General Partners herein, Partner or any Affiliate of the General Partner for the benefit of the InvestorsLimited Partners; (ii2) to reflect the admission, substitution, termination, or withdrawal of Partners in accordance with this Agreement; (3) to set forth the designations, rights, powers, duties, and preferences of the holders of any additional 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, to correct or supplement any provision herein which may be in this Agreement not inconsistent with any law or with other provision hereinprovisions, or to make any other provisions changes with respect to matters or questions arising under this Agreement which 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 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 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) to delete or add any provision of this Agreement required to be deleted or added by the Staff alter rights of the Securities and Exchange Commission Partner to receive distributions pursuant to Article 5 or other federal agency or by a state securities commissioner or similar official and deemed by the commission, agency, commissionerArticle 13, or official to be for the benefit or protection of the Investors; allocations specified in Article 6 (iv) to take any actions necessary to cause the assets of the Fund to come within the exclusions from the definition of "plan assets" contained in Section 2550.40lb-1 of Title 29 of the Code of Federal Regulations; and (v) to give effect to any action except as permitted pursuant to Section 5.2; provided4.2 and Section 14.1.B(3) hereof), however(iv) alter or modify the Redemption Right and REIT Shares Amount as set forth in Sections 8.6 and 11.2.B, that 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 Sections 2.5 or 13.1, or (vi) amend this Section 14.1.C. Further, no amendment may alter the restrictions on the General Partner's authority set forth in Section 7.3 without the Consent specified in that section. D. Notwithstanding Section 14.1.A or Section 14.1.B hereof, the General Partner shall be adopted pursuant to this Section 12.2.B unless its adoption (1) is for not amend Sections 4.2.A, 7.5, 7.6, 11.2 or 14.2 without the benefit Consent of or not adverse to the, interests 75% of the Investors; (2) is consistent with Percentage Interests of the Limited Partners, excluding Limited Partners Interests held by the General Partner and all interests on account of the Preferred Units. Section 5.2; A-3814.2.

Amendments A. In addition to the amendments otherwise authorized herein, amendments may be made to this Agreement from time to time by the General Partners with the Consent of the InvestorsUnitholders; provided, however, that without the consent of the Partners or Investors Unitholders to be adversely affected by the amendment, this Agreement may not be amended so as to (i) convert an Investora Unitholder's interest into a General Partner's interest; (ii) modify the limited liability of an Investora Unitholder; (iii) alter the interest of a Partner or Investor Unitholder in Net Cash Flow, Profit or Loss, or Net Proceeds of Sale or Refinancing; (iv) increase the amount of the Capital Contributions required to be paid by the InvestorsUnitholders; or (v) extend the termination date specified in Section 2.4, except as provided in Section 12.11B. B. In addition to the amendments otherwise authorized herein, amendments may be made to this Agreement from time to time by the General Partners, without the consent of any of the InvestorsUnitholders, (i) to add to the duties or obligations of the General Partners or surrender any right or power granted to the General Partners herein, for the benefit of the InvestorsUnitholders; (ii) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Agreement which will not be inconsistent with the provisions of this Agreement; (iii) to delete or add any provision of this Agreement required to be deleted or added by the Staff of the Securities and Exchange Commission or other federal agency or by a state securities commissioner or similar official and deemed by the commission, agency, commissioner, or official to be for the benefit or protection of the InvestorsUnitholders; (iv) to take any actions necessary to cause the assets of the Fund Partnership to come within the exclusions exclusion from the definition of "plan assets" assets contained in Section 2550.40lb-1 of Title 29 of the Code of Federal Regulations; and (v) to give effect to any action permitted pursuant to Section 5.2; provided, however, that no amendment shall be adopted pursuant to this Section 12.2.B unless its adoption (1) is for the benefit of or not adverse to the, the interests of the InvestorsUnitholders; (2) is consistent with Section 5.2; A-38(3) does not affect the distribution of Net Cash Flow or Net Proceeds of Sale or Refinancing or the allocation of Profit or Loss among the Unitholders as a class and the General Partners as a class, except as provided in clause (y) below; and (4) does not affect the limited liability of the Unitholders or the status of the Partnership as a partnership for federal income tax purposes. In addition to the amendments otherwise authorized herein, amendments may be made to this Agreement (x) prior to or in connection with the initial closing of the sale of Units pursuant to the Offering, so long as purchasers are given notice of the amendment prior to the closing, and (y) to amend provisions of Article IV of this Agreement relating to the allocations of Profit or Loss and to distributions of Net Cash Flow or Net Proceeds of Sale or Refinancing among the Partners and Unitholders if the Partnership is advised at any time by the Partnership's Accountants and counsel that the allocations provided in Article IV of this Agreement are unlikely to be respected for federal income tax purposes. The General Partners are empowered to amend the distribution and allocation

Amendments A. In addition to the amendments otherwise authorized herein, amendments may be made to this Agreement from time to time by the General Partners Partner with the Consent Majority Vote of the Investors; provided, however, that without the consent of the Partners or Investors to be adversely affected by the amendment, except as provided in Section 12.11B, this Agreement may not be amended so as to (i) convert an Investor's interest into a General Partner's interest; (ii) modify the limited liability of an Investor; (iii) alter the interest of a Partner or Investor in Net Cash FlowDistributable Cash, Profit or Loss, or Net Proceeds of Sale Disposition Proceeds; or Refinancing; (iv) increase the amount of the Capital Contributions required to be paid by the Investors; or (v) extend the termination date specified in Section 2.4, except as provided in Section 12.11B. . B. In addition to the amendments otherwise authorized herein, amendments may be made to this Agreement from time to time by the General PartnersPartner, without the consent of any of the Investors, (i) to add to the duties or obligations of the General Partners Partner or surrender any right or power granted to the General Partners Partner herein, for the benefit of the Investors; (ii) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Agreement which will not be inconsistent with the provisions of this Agreement; (iii) to delete or add any provision of this Agreement required to be deleted or added by the Staff of the Securities and Exchange Commission or other federal agency or by a state securities commissioner or similar official and deemed by the commission, agency, commissioner, or official to be for the benefit or protection of the Investors; (iv) to make such amendments to this Agreement which, in the opinion of counsel to the Partnership, are necessary to ensure the continuation of partnership status for federal income tax purposes; provided, however, that, in the opinion of counsel to the Partnership, such amendments do not adversely affect in any way the rights or interests of any of the Investors; (v) to take any actions necessary to cause the assets of the Fund Partnership to come within the exclusions exclusion from the definition of "plan assets" contained in Section 2550.40lb-1 of Title 29 of the Code of Federal Regulations; and (v) Regulations or to give effect cause the Partnership to comply with any action permitted pursuant to Section 5.2; provided, however, that no amendment shall be adopted pursuant to this Section 12.2.B unless its adoption (1) is for requirement the benefit Department of or not adverse to the, interests of the Investors; (2) is consistent with Section 5.2; A-38Labor may impose as a

Amendments A. In addition to the amendments otherwise authorized herein, amendments may be made to this Agreement from time to time by the General Partners Partner with the Consent Majority Vote of the Investors; provided, however, that without the consent of the Partners or Investors to be adversely affected by the amendment, except as provided in Section 12.11B, this Agreement may not be amended so as to (i) convert an Investor's interest into a General Partner's interest; (ii) modify the limited liability of an Investor; (iii) alter the interest of a Partner or Investor in Net Cash Flow, Profit or Loss, or Net Proceeds of Sale or RefinancingFinancing; (iv) increase the amount of the Capital Contributions required to be paid by the Investors; or (v) extend the termination date specified in Section 2.4, except as provided in Section 12.11B. Termination Date. B. In addition to the amendments otherwise authorized herein, amendments may be made to this Agreement from time to time by the General PartnersPartner, without the consent of any of the Investors, (i) to add to the duties or obligations of the General Partners Partner or surrender any right or power granted to the General Partners Partner herein, for the benefit of the Investors; (ii) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Agreement which will not be inconsistent with the provisions of this Agreement; (iii) to delete or add any provision of this Agreement required to be deleted or added by the Staff of the Securities and Exchange Commission or other federal agency or by a state securities commissioner or similar official and deemed by the commission, agency, commissioner, or official to be for the benefit or protection of the Investors; (iv) to take any actions necessary to cause the assets of the Fund Partnership to come within the exclusions exclusion from the definition of "plan assets" contained in Section 2550.40lb-1 of Title 29 of the Code of Federal Regulations; and (v) to give effect to any action permitted pursuant to Section 5.2; provided, however, that no amendment shall be adopted pursuant to this Section 12.2.B unless its adoption (1) is for the benefit of or not adverse to the, the interests of the Investors; (2) is consistent with Section 5.2; A-38(3) does not affect the distribution of Net Cash Flow or Net Proceeds of Sale or Financing or the allocation of Profit or Loss among the Investors as a class and the General Partner, except as provided below; and (4) does not affect the limited liability of the Investors or the status of the Partnership as a partnership for federal income tax purposes. In addition to the amendments otherwise authorized herein, amendments may be made to this Agreement to amend provisions of Article IV of this Agreement relating to the allocations of Profit or Loss and to distributions of Net Cash Flow or Net Proceeds of Sale or