Common use of Amendments to Partnership Agreement Clause in Contracts

Amendments to Partnership Agreement. The terms and ------------------------------------------------- provisions of this Agreement may be modified or amended at any time and from time to time upon the written consent of the Part- ners, insofar as is consistent with the laws governing this Agreement; provided, however, that without the consent of the Limited Partners, the General Partner may amend the Agreement to (i) reflect changes validly made in the membership of the Part- nership and the Capital Contributions and Partnership Percentages of the Partners; (ii) reflect a change in the name of the Part- nership; (iii) make a change that is necessary or, in the sole discretion of the General Partner, advisable to qualify the Part- nership as a limited partnership or a partnership in which the Limited Partners have limited liability under the laws of any state or foreign jurisdiction, or ensure that the Partnership will not be treated as an association or a publicly traded part- nership taxable as a corporation for Federal income taxes pur- poses; (iv) make a change that does not adversely affect the Limited Partners in any material respect; (v) make a change that is necessary or, in the sole discretion of the General Partner, desirable to cure any ambiguity, to correct or supplement any provision in this Agreement that would be inconsistent with any other provision in this Agreement, or to make any other provision with respect to matters or questions arising under this Agreement that will not be inconsistent with the provisions of this Agree- ment, in each case so long as such change does not adversely affect the Limited Partners in any material respect; (vi) make a change that is necessary or, in the sole discretion of the General Partner, desirable to satisfy any requirements, condi- tions or guidelines contained in any opinion, directive, order, statute, ruling or regulation of any Federal, state or foreign governmental entity, so long as such change is made in a manner which minimizes any adverse effect on the Limited Partners; (vii) make a change that is required or contemplated by this Agreement; (viii) make a change in any provision of this Agreement that requires any action to be taken by or on behalf of the General Partner or the Partnership pursuant to applicable Delaware law if the provisions of applicable Delaware law are amended, modified or revoked so that the taking of such action is no longer required; (ix) prevent the Partnership from in any manner being deemed an "Investment Company" subject to the provisions of the Investment Company Act of 1940, as amended; or (x) make any other amendments similar to the foregoing. Each Partner, however, must approve of any amended which would (a) reduce such Partner's Capital Account or rights of contribution or withdrawal; or (b) amend the provisions of this Agreement relating to amendments.

Amendments to Partnership Agreement. The terms and ------------------------------------------------- provisions of this Agreement may be modified or amended at any time and from time to time upon with the written consent of Limited Partners having in excess of 50% of the Partnership Percentages of the Limited Partners and the written consent of the Part- nersGeneral Partner, insofar as is consistent with the laws governing this Agreement; provided, however, that without the consent of the Limited Partners, the General Partner may amend the Agreement or the Schedule hereto to (i) reflect changes validly made in the membership of the Part- nership Partnership and the Capital Contributions capital contributions and Partnership Percentages of the Partners; (ii) change the provisions relating to the Incentive Allocation as provided in, and subject to the provisions of, Sec. 3.06; (iii) reflect a change in the name of the Part- nershipPartnership; (iiiiv) make a change that is necessary or, in the sole discretion opinion of the General Partner, advisable to qualify the Part- nership Partnership as a limited partnership or a partnership in which the Limited Partners have limited liability under the laws of any state or foreign jurisdiction, or ensure that the Partnership will not be treated as an association or a publicly traded part- nership taxable as a corporation for Federal income taxes pur- posestax purposes; (ivv) make a change that does not adversely affect the Limited Partners in any material respect; (v) make a change that is necessary or, in the sole discretion of the General Partner, or desirable to cure any ambiguity, to correct or supplement any provision in this Agreement that would be inconsistent with any other provision in this Agreement, or to make any other provision with respect to matters or questions arising under this Agreement that will not be inconsistent with the provisions of this Agree- mentAgreement, in each case so long as such change does not adversely affect the Limited Partners in any material respect; (vi) make a change that is necessary or, in the sole discretion of the General Partner, or desirable to satisfy any requirements, condi- tions conditions or guidelines contained in any opinion, directive, order, statute, ruling or regulation of any Federal, state or foreign governmental entity, so long as such change is made in a manner which minimizes any adverse effect on the Limited Partners; (vii) make a change or that is required or contemplated by this Agreement; (viiivi) make a change in any provision of this Agreement that requires any action to be taken by or on behalf of the General Partner or the Partnership pursuant to applicable Delaware law if the provisions of applicable Delaware law are amended, modified or revoked so that the taking of such action is no longer required; (ixvii) prevent the Partnership or the General Partner from in any manner being deemed an "Investment Company" subject to the provisions of the Investment Company Act of 1940, as amended; or (xviii) make any other amendments similar to the foregoing. Each Partner, however, must approve of any amended amendment which would (a) reduce such Partner's his or its Capital Account or rights of contribution or withdrawal; or (b) amend the provisions of this Agreement relating to amendments.

Amendments to Partnership Agreement. (a) The terms and ------------------------------------------------- provisions of this Agreement may be modified or amended at any time and from time to time upon by the consent of a Majority in Interest of the holders of Affected Accounts, which may be written or passive, and the affirmative written consent of the Part- nersGeneral Partner, insofar as is consistent with the laws governing this Agreement; provided, however, that except that: (i) without the consent of the Limited Partners, the General Partner may amend the this Agreement to to: (i) reflect changes validly made in the membership of the Part- nership and the Capital Contributions and Partnership Percentages of the Partners; (iiA) reflect a change in the name of the Part- nershipPartnership; (iiiB) change the provisions relating to the Carried Interest as provided in, and subject to the provisions of, Section 5.4; (C) make a any change that is necessary or, in the sole discretion opinion of the General Partner, advisable to qualify the Part- nership Partnership as a limited partnership or a partnership in which the Limited Partners have limited liability under the laws of any state or foreign non-U.S. jurisdiction, or ensure that the Partnership will not be treated as an association taxable as a corporation or as a publicly traded part- nership partnership taxable as a corporation for Federal U.S. federal income taxes pur- posestax purposes; (ivD) make a any change that does not adversely affect the Limited Partners in any material respect; (vE) make a any change that is necessary or, in the sole discretion of the General Partner, or desirable to cure any ambiguity, to correct or supplement any provision in this Agreement that would be inconsistent with any other provision in this Agreement, or to make any other provision with respect to matters or questions arising under this Agreement that will not be inconsistent with the provisions of this Agree- mentAgreement, in each case so long as such change does not adversely affect the Limited Partners in any material respect; (viF) correct any printing, stenographic or clerical error or effect changes of an administrative or ministerial nature which do not increase the authority of the General Partner in any material respect or adversely affect the Limited Partners in any material respect; (G) make a any change that is necessary or, in the sole discretion of the General Partner, or desirable to satisfy any requirements, condi- tions conditions or guidelines contained in any opinion, directive, order, statute, ruling or regulation of any FederalU.S. federal, state or foreign non-U.S. governmental entity, so long as such change is made in a manner which that minimizes any adverse effect on the Limited Partners; (vii) make a change that is required or contemplated by this Agreement; (viii) make a change in any provision of this Agreement that requires any action to be taken by or on behalf of the General Partner or the Partnership pursuant to applicable Delaware law if the provisions of applicable Delaware law are amended, modified or revoked so that the taking of such action is no longer required; (ixH) prevent the Partnership from in any manner being deemed an "Investment Company" “investment company” subject to the provisions of the Investment Company Act Act; (I) enable, when applicable, the Partnership (x) to elect any alternative to the Partnership’s payment of 1940any amount under the BBA Rules or (y) avoid or minimize Entity Taxes; (J) prevent the Partnership’s assets from being deemed to be “plan assets” for the purposes of ERlSA, as amendedthe Internal Revenue Code or any Similar Law; or (xK) make any other amendments similar to the foregoing. Each Partner, however, . (ii) Partners having two-thirds or more of the Partnership Percentages of the Affected Accounts must approve of consent to any amended which amendment that would (ax) reduce such Partner's Capital Account Account(s) or impair rights of contribution or withdrawal; or (by) amend the provisions of this Agreement relating to amendments. Such consent may be written or passive. (iii) A Limited Partner shall be deemed to have passively consented to a modification or proposed amendment pursuant to this Section 11.4 or any other action that requires the consent of Limited Partners according to the terms of this Agreement if (x) it fails to object to such modification, proposed amendment or such other action within thirty (30) calendar days from the date such Limited Partner is first notified of the modification, proposed amendment or such other action (the “Objection Period”) and (y) the General Partner has used reasonable efforts to contact any non-responsive Limited Partner at least two additional times during the Objection Period; provided that the Objection Period may be shorter than thirty (30) calendar days if the General Partner determines in its sole discretion that circumstances prevalent at the time require a shorter period, in which case the General Partner will notify Limited Partners of such shorter Objection Period at the time of the original solicitation of approval and a Limited Partner must object to any proposed modification, amendment contemplated or such other action within such shorter Objection Period. (b) A Partner may divide its Interests for purposes of exercising any consent rights under this Agreement. (c) Notwithstanding anything to the contrary in this Section 11. 4, the General Partner may amend this Agreement without the consent of the Limited Partners, at any time and without any limitation, if any Limited Partner that would be materially and adversely directly affected by such amendment is given a reasonable opportunity to withdraw from the Partnership after notification, and prior to the effective date, of such amendment. (d) Any amendment adopted in accordance with this Section 11.4 shall not require signature by the Limited Partners of any such amendment, and shall be deemed amended as if all parties hereto had executed such amendment.

Amendments to Partnership Agreement. (a) The terms and ------------------------------------------------- provisions of this Agreement may be modified or amended at any time and from time to time upon by the written consent of a Majority-in-Interest of the Part- nersaffected Limited Partners, which may be written or passive (i.e., Limited Partners shall be deemed to have consented to such modification or amendment if they fail to object to such modification or amendment within a reasonable period of time set by the General Partner from the date such Limited Partners are notified of such modification or amendment), and the affirmative vote of the General Partner, insofar as is consistent with the laws governing this Agreement; provided, however, that except that: (i) without the consent of the Limited Partners, the General Partner may amend the this Agreement to to: (i) reflect changes validly made in the membership of the Part- nership and the Capital Contributions and Partnership Percentages of the Partners; (iiA) reflect a change in the name of the Part- nershipPartnership; (iiiB) change the provisions relating to the Incentive Allocation as provided in, and subject to the provisions of, Section 5.06; C) make a any change that is necessary or, in the sole discretion opinion of the General Partner, advisable to qualify the Part- nership Partnership as a limited partnership or a partnership in which the Limited Partners have limited liability under the laws of any state or foreign non-U.S. jurisdiction, or ensure that the Partnership will not be treated as an association taxable as a corporation or as a publicly traded part- nership partnership taxable as a corporation for Federal income taxes pur- posestax purposes; (ivD) make a any change that does not adversely affect the Limited Partners in any material respect; (vE) make a any change that is necessary or, in the sole discretion of the General Partner, or desirable to cure any ambiguity, to correct or supplement any provision in this Agreement that would be inconsistent with any other provision in this Agreement, or to make any other provision with respect to matters or questions arising under this Agreement that will not be inconsistent with the provisions of this Agree- mentAgreement, in each case so long as such change does not adversely affect the Limited Partners in any material respect; (viF) correct any printing, stenographic or clerical error or effect changes of an administrative or ministerial nature which do not increase the authority of the General Partner in any material respect or adversely affect the Limited Partners in any material respect; (G) make a any change that is necessary or, in the sole discretion of the General Partner, or desirable to satisfy any requirements, condi- tions conditions or guidelines contained in any opinion, directive, order, statute, ruling or regulation of any Federal, state or foreign non-U.S. governmental entity, so long as such change is made in a manner which that minimizes any adverse effect on the Limited Partners; (vii) make a change that is required or contemplated by this Agreement; (viii) make a change in any provision of this Agreement that requires any action to be taken by or on behalf of the General Partner or the Partnership pursuant to applicable Delaware law if the provisions of applicable Delaware law are amended, modified or revoked so that the taking of such action is no longer required; (ixH) prevent the Partnership from in any manner being deemed an "Investment Companyinvestment company" subject to the provisions of the Investment Company Act of 1940, as amendedAct; or (xI) make any other amendments similar to the foregoing. Each Partner, however, . (ii) each Partner must approve of any amended which amendment that would (ax) reduce such Partner's its Capital Account Account(s) or rights limit its right of contribution or withdrawal; or (by) amend the provisions of this Agreement relating to amendments; provided, that Limited Partners that have in excess of two-thirds of the Partnership Percentages of the Limited Partners holding Interests of a particular Class may approve any amendment that would restrict the withdrawal rights of all Limited Partners holding Interests of such Class. (b) A Partner may divide its Interests for purposes of exercising any voting rights under this Agreement.

Amendments to Partnership Agreement. The terms and ------------------------------------------------- provisions of this Agreement may be modified or amended at any time and from time to time upon with the written consent of Limited Partners having in excess of 50% of the Partnership Percentages of the Limited Partners and the written consent of the Part- nersGeneral Partner, insofar as is consistent with the laws governing this Agreement; provided, however, that without the consent of the Limited Partners, the General Partner may amend the Agreement or the Schedule hereto to (i) reflect changes validly made in the membership of the Part- nership Partnership and the Capital Contributions and Partnership Percentages of the Partners; (ii) reflect a change in the name of the Part- nershipPartnership; (iii) make a change that is necessary or, in the sole discretion opinion of the General Partner, advisable to qualify the Part- nership Partnership as a limited partnership or a partnership in which the Limited Partners have limited liability under the laws of any state or foreign jurisdiction, or ensure that the Partnership will not be treated as an association taxable as a corporation or a publicly traded part- nership partnership taxable as a corporation for Federal income taxes pur- posestax purposes; (iv) make a change that does not adversely affect the Limited Partners in any material respect; (v) make a change that is necessary or, in the sole discretion of the General Partner, or desirable to cure any ambiguity, to correct or supplement any provision in this Agreement that would be inconsistent with any other provision in this Agreement, or to make any other provision with respect to matters or questions arising under this Agreement that will not be inconsistent with the provisions of this Agree- mentAgreement, in each case so long as such change does not adversely affect the Limited Partners in any material respect; (vi) make a change that is necessary or, in the sole discretion of the General Partner, or desirable to satisfy any requirements, condi- tions conditions or guidelines contained in any opinion, directive, order, statute, ruling or regulation of any Federal, state or foreign governmental entity, so long as such change is made in a manner which that minimizes any adverse effect on the Limited Partners; (vii) make a change or that is required or contemplated by this Agreement; (viiivi) make a change in any provision of this Agreement that requires any action to be taken by or on behalf of the General Partner or the Partnership pursuant to applicable Delaware law if the provisions of applicable Delaware law are amended, modified or revoked so that the taking of such action is no longer required; (ixvii) prevent the Partnership or the General Partner from in any manner being deemed an "Investment Company" “investment company” subject to the provisions of the Investment Company Act of 1940, as amended; or (xviii) make any other amendments similar to the foregoing. Each Partner, however, must approve of any amended which amendment that would (a) reduce such Partner's his or its Capital Account or rights of contribution or withdrawal; or (b) amend the provisions of this Agreement relating to amendments.

Amendments to Partnership Agreement. The terms and ------------------------------------------------- provisions of this Agreement may be modified or amended and/or the Partnership may be restructured at any time and from time to time upon with the written consent of Limited Partners having in excess of 50% of the Part- nersPartnership Percentages of the Limited Partners and the affirmative vote of the Managing General Partner, insofar as is consistent with the laws governing this Agreement; provided, however, that without the consent of the Limited Partners, the Managing General Partner may amend the this Agreement to to: (i) reflect changes validly made in the membership of the Part- nership Partnership and the Capital Contributions and Partnership Percentages of the Partners; (ii) change the provisions relating to the Incentive Allocation as provided in, and subject to the provisions of, Section 3.06; (iii) reflect a change in the name of the Part- nershipPartnership; (iiiiv) make a change that is necessary or, in the sole discretion opinion of the Managing General Partner, advisable to qualify the Part- nership Partnership as a limited partnership or a partnership in which the Limited Partners have limited liability under the laws of any state U.S. or foreign non-U.S. jurisdiction, or ensure that the Partnership will not be treated as an association taxable as a corporation or as a publicly traded part- nership partnership taxable as a corporation for U.S. Federal income taxes pur- posestax purposes; (ivv) make a change that does not adversely affect the Limited Partners in any material respect; (vvi) make a change that is necessary or, in the sole discretion of the General Partner, or desirable to cure any ambiguity, to correct or supplement any provision in this Agreement that would be inconsistent with any other provision in this Agreement, or to make any other provision with respect to matters or questions arising under this Agreement that will not be inconsistent with the provisions of this Agree- mentAgreement, in each case so long as such change does not adversely affect the Limited Partners in any material respect; (vivii) make a change that is necessary or, in the sole discretion of the General Partner, or desirable to satisfy any requirements, condi- tions conditions or guidelines contained in any opinion, directive, order, statute, ruling or regulation of any U.S. Federal, state or foreign non-U.S. governmental entity, so long as such change is made in a manner which that minimizes any adverse effect on the Limited Partners; (viiviii) make a change that is required or contemplated by this Agreement; (viiiix) make a change in any provision of this Agreement that requires any action to be taken by or on behalf of the General Partner Partners or the Partnership pursuant to applicable Delaware Cayman Islands law if the provisions of applicable Delaware Cayman law are amended, modified or revoked so that the taking of such action is no longer required; (ixx) prevent the Partnership from in any manner being deemed an "Investment Company" subject to the provisions of the U.S. Investment Company Act of 1940, as amendedamended (the "1940 Act"); (xi) change the legal structure of the Partnership (for example, from a partnership to a limited liability company or exempted company); or (xxii) make any other amendments and/or restructurings similar to the foregoing. Each Partner, however, must approve of any amended which amendment that would (a) reduce such Partner's its Capital Account or rights of contribution or withdrawal; or (b) amend the provisions of this Agreement relating to amendments.

Amendments to Partnership Agreement. The terms and ------------------------------------------------- provisions of this Agreement may be modified or amended and/or the Partnership may be restructured at any time and from time to time upon with the written consent of Limited Partners having in excess of 50% of the Part- nersPartnership Percentages of the Limited Partners and the affirmative vote of the General Partner, insofar as is consistent with the laws governing this Agreement; provided, however, that without the consent of the Limited Partners, the General Partner may amend the this Agreement to to: (i) reflect changes validly made in the membership of the Part- nership Partnership and the Capital Contributions and Partnership Percentages of the Partners; (ii) change the provisions relating to the Incentive Allocation as provided in, and subject to the provisions of, Section 3.06; (iii) reflect a change in the name of the Part- nershipPartnership; (iiiiv) make a change that is necessary or, in the sole discretion opinion of the General Partner, advisable to qualify the Part- nership Partnership as a limited partnership or a partnership in which the Limited Partners have limited liability under the laws of any state or foreign jurisdiction, or ensure that the Partnership will shall not be treated as an association taxable as a corporation or as a publicly traded part- nership partnership taxable as a corporation for Federal income taxes pur- posestax purposes; (ivv) make a change that does not adversely affect the Limited Partners in any material respect; (vvi) make a change that is necessary or, in the sole discretion of the General Partner, or desirable to cure any ambiguity, to correct or supplement any provision in this Agreement that would be inconsistent with any other provision in this Agreement, or to make any other provision with respect to matters or questions arising under this Agreement that will shall not be inconsistent with the provisions of this Agree- mentAgreement, in each case so long as such change does not adversely affect the Limited Partners in any material respect; (vivii) make a change that is necessary or, in the sole discretion of the General Partner, or desirable to satisfy any requirements, condi- tions conditions or guidelines contained in any opinion, directive, order, statute, ruling or regulation of any Federal, state or foreign governmental entity, so long as such change is made in a manner which that minimizes any adverse effect on the Limited Partners; (viiviii) make a change that is required or contemplated by this Agreement; (viiiix) make a change in any provision of this Agreement that requires any action to be taken by or on behalf of the General Partner or the Partnership pursuant to applicable Delaware law if the provisions of applicable Delaware law are amended, modified or revoked so that the taking of such action is no longer required; (ixx) prevent the Partnership from in any manner being deemed an "Investment Company" subject to the provisions of the Investment Company Act of 1940, as amendedamended (the "1940 Act"); (xi) change the legal structure of the Partnership (for example, from a partnership to a limited liability company); or (xxii) make any other amendments and/or restructurings similar to the foregoing. Each Partner, however, must approve of any amended which amendment that would (a) reduce such Partner's its Capital Account or rights of contribution or withdrawal; or (b) amend the provisions of this Agreement relating to amendments.

Amendments to Partnership Agreement. The (a) Except as otherwise provided herein, the terms and ------------------------------------------------- provisions of this Agreement may be modified or amended at any time and from time to time upon with the written consent of the Part- ners, insofar as is consistent with General Partner and at least a Majority-in-Interest of the Limited Partners and a Majority-in-Interest of the Special Limited Partners. (b) The unanimous written consent of all of the Partners shall be required for any amendment which would (i) cause the Partnership to cease to be a limited partnership under and pursuant to the laws governing of the State of Delaware, (ii) amend Sections 3.03 hereof or (iii) amend the provisions of this Section 10.03 for amending this Agreement; provided, however, that without . (c) Without the consent of any Limited Partner, but with the consent of a Majority-in-Interest of the Special Limited Partners, the General Partner may amend the this Agreement or Schedule A hereto to (i) reflect the admission of new Partners or the full or partial withdrawal of existing Partners in accordance with the provisions of this Agreement and changes validly made in the membership of the Part- nership and the Capital Contributions and Partnership Percentages of the Partners; (ii) reflect a change in the name of the Part- nershipPartnership; (iii) make a change that is necessary or, in the sole discretion opinion of the General Partner, advisable to qualify the Part- nership Partnership as a limited partnership or a partnership in which the Limited Partners have limited liability under the laws of any state or foreign jurisdictionstate, or ensure that the Partnership will not be treated as an association or a publicly traded part- nership taxable as a corporation for Federal federal income taxes pur- posestax purposes; (iv) make a change that does not adversely affect the Limited Partners in any material respect; (v) make a , including, but not limited to, any such change that is necessary or, in the sole discretion of the General Partner, or desirable to cure any ambiguity, to correct or supplement any provision in this Agreement that would be inconsistent with any other provision in this Agreement, to address any matter affecting solely the relative rights of holders of Special Limited Partnership Interests, including the admission of Special Limited Partners, the transfer of Special Limited Partnership Interests, and the allocation of distributions among Special Limited Partners, or to make any other provision with respect to matters or questions arising under this Agreement that will not be inconsistent with the provisions of this Agree- ment, in each case so long as such change does not adversely affect the Limited Partners in any material respectAgreement; (viv) make a change that is necessary or, in the sole discretion of the General Partner, or desirable to satisfy any requirements, condi- tions conditions or guidelines contained in any opinion, directive, order, statute, ruling or regulation of any Federal, federal or state or foreign governmental entitystatute, so long as such change is made in a manner which minimizes any adverse effect on the Limited Partners; (vii) Partners or make a change that is required or contemplated by this Agreement; (viiivi) make a change in any provision of this Agreement that requires any action to be taken by or on behalf of the General Partner or the Partnership pursuant to the requirements of applicable Delaware law if the provisions of applicable Delaware law are amended, modified or revoked so that the taking of such action is no longer required; (ixvii) prevent the Partnership or the General Partner from in any manner being deemed an "Investment Companyinvestment company" subject to the provisions of the Investment Company Act of 1940, as amended; (viii) prevent the General Partner from becoming a fiduciary (as such term is used in the Employee Retirement Income Security Act of 1974, as amended, (ix) restate this Agreement together with any amendments hereto which have been duly adopted in accordance herewith, to incorporate such amendments in a single, integrated document or (x) make any other amendments similar to the foregoing. Each Partner, provided, however, must approve that prior to admitting a new class of any amended which would Partners, the General Partner shall obtain an opinion of counsel that the action will not cause the Partnership to be treated as a taxable mortgage pool (a) reduce a transfer of a pro rata interest in an interest in the Partnership and the admission of the holder of such Partner's Capital Account or rights an interest as a Partner shall not constitute the admission of contribution or withdrawal; or (b) amend the provisions a new class of this Agreement relating to amendmentsPartners).

Amendments to Partnership Agreement. (a) The terms and ------------------------------------------------- provisions of this Agreement may be modified or amended at any time and from time to time upon by the written consent of a Majority-in-Interest of the Part- nersNon-Affiliated Limited Partners, insofar as is consistent with which may be written or passive (i.e., Limited Partners shall be deemed to have consented to such modification or amendment if they fail to object to such modification or amendment within a reasonable period of time set by the laws governing this Agreement; providedGeneral Partner from the date such Limited Partners are notified of such modification or amendment), howeverand the affirmative vote of the General Partner, that except that: (i) without the consent of the Limited Partners, the General Partner may amend the this Agreement to to: (i) reflect changes validly made in the membership of the Part- nership and the Capital Contributions and Partnership Percentages of the Partners; (iiA) reflect a change in the name of the Part- nershipPartnership; (iiiB) change the provisions relating to the Carried Interest as provided in, and subject to the provisions of, Section 5.08; (C) make a any change that is necessary or, in the sole discretion opinion of the General Partner, advisable to qualify the Part- nership Partnership as a limited partnership or a partnership in which the Limited Partners have limited liability under the laws of any state or foreign non-U.S. jurisdiction, or ensure that the Partnership will not be treated as an association taxable as a corporation or as a publicly traded part- nership partnership taxable as a corporation for Federal income taxes pur- posesU.S. federal tax purposes; (ivD) make a any change that does not adversely affect the Limited Partners in any material respect; (vE) make a any change that is necessary or, in the sole discretion of the General Partner, or desirable to cure any ambiguity, to correct or supplement any provision in this Agreement that would be inconsistent with any other provision in this Agreement, or to make any other provision with respect to matters or questions arising under this Agreement that will not be inconsistent with the provisions of this Agree- mentAgreement, in each case case, so long as such change does not adversely affect the Limited Partners in any material respect; (viF) correct any printing, stenographic or clerical error or effect changes of an administrative or ministerial nature which do not increase the authority of the General Partner in any material respect or adversely affect the Limited Partners in any material respect; (G) make a any change that is necessary or, in the sole discretion of the General Partner, or desirable to satisfy any requirements, condi- tions conditions or guidelines contained in any opinion, directive, order, statute, ruling or regulation of any FederalU.S. federal, state or foreign non-U.S. governmental entity, so long as such change is made in a manner which that minimizes any adverse effect on the Limited Partners; (vii) make a change that is required or contemplated by this Agreement; (viii) make a change in any provision of this Agreement that requires any action to be taken by or on behalf of the General Partner or the Partnership pursuant to applicable Delaware law if the provisions of applicable Delaware law are amended, modified or revoked so that the taking of such action is no longer required; (ixH) prevent the Partnership from in any manner being deemed an "Investment Company" “investment company” subject to the provisions of the Investment Company Act Act; (I) reflect the admission or substitution of 1940, as amendedPartners or an increase in the Capital Commitment of any Partner (with the consent of such Partner) in accordance with this Agreement; or (J) enable, when applicable, the Partnership (x) make to elect any other amendments similar alternative to the foregoing. Each Partner, however, must approve Partnership’s payment of any amended amount under the BBA Rules or (y) to avoid or minimize taxes, interest and penalties being imposed on the Partnership under the BBA Rules; (ii) Partners having two-thirds or more of the Voting Percentages of the affected Limited Partners must consent, which may be written or passive, to any amendment that would (ax) reduce such Partner's Capital Account or rights of contribution or withdrawalAccount(s); or (by) amend the provisions of this Agreement relating to amendments; and (iii) a Majority-in-Interest of the Non-Affiliated Global Partners must consent, which may be written or passive, to any amendment that would amend Section 8.01(a) of this Agreement (and the corresponding provision of the constituent documents of the other Funds). (b) A Partner may divide its Interests for purposes of exercising any voting rights under this Agreement. (c) Notwithstanding anything to the contrary in this Section 11.04, upon the expiration of the Term, the General Partner may amend this Agreement without the consent of the Limited Partners, at any time and without limitation, if any Limited Partner that would be materially and adversely directly affected by such amendment is given a reasonable opportunity to receive distributions of 100% of its Capital Account(s) after notification, and prior to the effective date, of such amendment. (d) Any amendment adopted in accordance with this Section 11.04 shall not require signature by the Limited Partners of any such amendment, and shall be deemed amended as if all parties hereto had executed such amendment and may be executed by the General Partner on behalf of Limited Partners in accordance with the power of attorney provided in Section 11.03. In connection with any proposed amendment pursuant to this Section 11.04 (other than as set forth in Section 11.04(c)), the General Partner will provide the Independent Client Committee with a copy of such amendment, which will become effective unless, on or before the fifth (5th) Business Day following receipt of such copy, a majority of the members of the Independent Client Committee has notified the General Partner that it disagrees with the General Partner’s determination that such amendment is as described in Section 11.04(a)(i) above. If the General Partner receives the foregoing notice from a majority of such members of the Independent Client Committee, such amendment will require consent pursuant to Section 11.04(a) to become effective.

Amendments to Partnership Agreement. (a) The terms and ------------------------------------------------- provisions of this Agreement may be modified or amended at any time and from time to time upon by the consent of a Majority in Interest of the holders of Affected Accounts, which may be written or passive, and the affirmative written consent of the Part- nersGeneral Partner, insofar as is consistent with the laws governing this Agreement; provided, however, that except that: (i) without the consent of the Limited Partners, the General Partner may amend the this Agreement to to: (i) reflect changes validly made in the membership of the Part- nership and the Capital Contributions and Partnership Percentages of the Partners; (iiA) reflect a change in the name of the Part- nershipPartnership; (iiiB) change the provisions relating to the Carried Interest as provided in, and subject to the provisions of, Section 5.4; (C) make a any change that is necessary or, in the sole discretion opinion of the General Partner, advisable to qualify the Part- nership Partnership as a limited partnership or a partnership in which the Limited Partners have limited liability under the laws of any state or foreign non-U.S. jurisdiction, or ensure that the Partnership will not be treated as an association taxable as a corporation or as a publicly traded part- nership partnership taxable as a corporation for Federal U.S. federal income taxes pur- posestax purposes; (ivD) make a any change that does not adversely affect the Limited Partners in any material respect; (vE) make a any change that is necessary or, in the sole discretion of the General Partner, or desirable to cure any ambiguity, to correct or supplement any provision in this Agreement that would be inconsistent with any other provision in this Agreement, or to make any other provision with respect to matters or questions arising under this Agreement that will not be inconsistent with the provisions of this Agree- mentAgreement, in each case so long as such change does not adversely affect the Limited Partners in any material respect; (viF) correct any printing, stenographic or clerical error or effect changes of an administrative or ministerial nature which do not increase the authority of the General Partner in any material respect or adversely affect the Limited Partners in any material respect; (G) make a any change that is necessary or, in the sole discretion of the General Partner, or desirable to satisfy any requirements, condi- tions conditions or guidelines contained in any opinion, directive, order, statute, ruling or regulation of any FederalU.S. federal, state or foreign non-U.S. governmental entity, so long as such change is made in a manner which that minimizes any adverse effect on the Limited Partners; (vii) make a change that is required or contemplated by this Agreement; (viii) make a change in any provision of this Agreement that requires any action to be taken by or on behalf of the General Partner or the Partnership pursuant to applicable Delaware law if the provisions of applicable Delaware law are amended, modified or revoked so that the taking of such action is no longer required; (ixH) prevent the Partnership from in any manner being deemed an "Investment Company" “investment company” subject to the provisions of the Investment Company Act Act; (I) enable, when applicable, the Partnership (x) to elect any alternative to the Partnership’s payment of 1940any amount under the BBA Rules or (y) avoid or minimize Entity Taxes; (J) prevent the Partnership’s assets from being deemed to be “plan assets” for the purposes of ERlSA, as amendedthe Internal Revenue Code or any Similar Law; or (xK) make any other amendments similar to the foregoing. Each Partner, however, . (ii) Partners having two-thirds or more of the Partnership Percentages of the Affected Accounts must approve of consent to any amended which amendment that would (ax) reduce such Partner's Capital Account Account(s) or impair rights of contribution or withdrawal; or (by) amend the provisions of this Agreement relating to amendments. Such consent may be written or passive. (iii) A Limited Partner shall be deemed to have passively consented to a modification or proposed amendment pursuant to this Section 11.4 or any other action that requires the consent of Limited Partners according to the terms of this Agreement if (x) it fails to object to such modification, proposed amendment or such other action within thirty (30) calendar days from the date such Limited Partner is first notified of the modification, proposed amendment or such other action (the “Objection Period”) and (y) the General Partner has used reasonable efforts to contact any non-responsive Limited Partner at least two additional times during the Objection Period; provided that the Objection Period may be shorter than thirty (30) calendar days if the General Partner determines in its sole discretion that circumstances prevalent at the time require a shorter period, in which case the General Partner will notify Limited Partners of such shorter Objection Period at the time of the original solicitation of approval and a Limited Partner must object to any proposed modification, amendment contemplated or such other action within such shorter Objection Period. (b) A Partner may divide its Interests for purposes of exercising any consent rights under this Agreement. (c) Notwithstanding anything to the contrary in this Section 11. 4, the General Partner may amend this Agreement without the consent of the Limited Partners, at any time and without any limitation, if any Limited Partner that would be materially and adversely directly affected by such amendment is given a reasonable opportunity to withdraw from the Partnership after notification, and prior to the effective date, of such amendment. (d) Any amendment adopted in accordance with this Section 11.4 shall not require signature by the Limited Partners of any such amendment, and shall be deemed amended as if all parties hereto had executed such amendment. (e) The General Partner, without the consent of any Limited Partners, may amend or waive any provision of this Agreement to reflect any amendment or waiver of any provision of the Feeder Fund Agreement that has been adopted or made in accordance with the terms of the Feeder Fund Agreement.

Amendments to Partnership Agreement. The terms and ------------------------------------------------- provisions of this Agreement may be modified or amended and/or the Partnership may be restructured at any time and from time to time upon with the written consent of Limited Partners having in excess of 50% of the Part- nersPartnership Percentages of the Limited Partners and the affirmative vote of the Managing General Partner, insofar as is consistent with the laws governing this Agreement; provided, however, that without the consent of the Limited Partners, the Managing General Partner may amend the this Agreement to to: (i) reflect changes validly made in the membership of the Part- nership Partnership and the Capital Contributions and Partnership Percentages of the Partners; (ii) change the provisions relating to the Incentive Allocation as provided in, and subject to the provisions of, Section 3.06; (iii) reflect a change in the name of the Part- nershipPartnership; (iiiiv) make a change that is necessary or, in the sole discretion opinion of the Managing General Partner, advisable to qualify the Part- nership Partnership as a limited partnership or a partnership in which the Limited Partners have limited liability under the laws of any state U.S. or foreign non-U.S. jurisdiction, or ensure that the Partnership will shall not be treated as an association taxable as a corporation or as a publicly traded part- nership partnership taxable as a corporation for U.S. Federal income taxes pur- posestax purposes; (ivv) make a change that does not adversely affect the Limited Partners in any material respect; (vvi) make a change that is necessary or, in the sole discretion of the General Partner, or desirable to cure any ambiguity, to correct or supplement any provision in this Agreement that would be inconsistent with any other provision in this Agreement, or to make any other provision with respect to matters or questions arising under this Agreement that will shall not be inconsistent with the provisions of this Agree- mentAgreement, in each case so long as such change does not adversely affect the Limited Partners in any material respect; (vivii) make a change that is necessary or, in the sole discretion of the General Partner, or desirable to satisfy any requirements, condi- tions conditions or guidelines contained in any opinion, directive, order, statute, ruling or regulation of any U.S. Federal, state or foreign non-U.S. governmental entity, so long as such change is made in a manner which that minimizes any adverse effect on the Limited Partners; (viiviii) make a change that is required or contemplated by this Agreement; (viiiix) make a change in any provision of this Agreement that requires any action to be taken by or on behalf of the General Partner Partners or the Partnership pursuant to applicable Delaware Cayman Islands law if the provisions of applicable Delaware Cayman law are amended, modified or revoked so that the taking of such action is no longer required; (ixx) prevent the Partnership from in any manner being deemed an "“Investment Company" ” subject to the provisions of the U.S. Investment Company Act of 1940, as amendedamended (the “1940 Act”); (xi) change the legal structure of the Partnership (for example, from a partnership to a limited liability company or exempted company); or (xxii) make any other amendments and/or restructurings similar to the foregoing. Each Partner, however, must approve of any amended which amendment that would (a) reduce such Partner's its Capital Account or rights of contribution or withdrawal; or (b) amend the provisions of this Agreement relating to amendments.

Amendments to Partnership Agreement. The terms Amendments to this Agreement adversely affecting any Limited Partner may be made only with the approval of the General Partner and ------------------------------------------------- at least a Majority in Interest of the Limited Partners of the Partnership or class adversely affected by the amendment, provided that each affected Partner must approve an amendment that would (a) reduce its Capital Account or rights of withdrawal; (b) convert a Limited Partner’s Interest into a General Partner’s Interest or modify the limited liability of a Limited Partner; or (c) amend the provisions of this Agreement may be modified or amended at any time and from time relating to time upon the written consent of the Part- ners, insofar as is consistent with the laws governing this Agreement; provided, however, that without the consent of the Limited Partners, the amendments. The General Partner may amend the this Agreement to without Limited Partner consent to: (i) reflect changes validly made in the membership of the Part- nership Partnership and the Capital Contributions and Partnership Percentages Accounts of the Partners; (ii) reflect a change in the name of the Part- nershipPartnership; (iii) make a change that is necessary or, in the sole discretion opinion of the General Partner, advisable to qualify the Part- nership Partnership as a limited partnership or a partnership in which the Limited Partners have limited liability under the laws of any state or foreign jurisdiction, or ensure that the Partnership will not be treated as an association taxable as a corporation or as a publicly traded part- nership partnership taxable as a corporation for Federal federal income taxes pur- posestax purposes; (iv) make a change that does not adversely affect the Limited Partners in any material respect; (v) make a change that is necessary or, in the sole discretion of the General Partner, or desirable to cure any ambiguity, to correct or supplement any provision in this Agreement that would be inconsistent with any other provision in this Agreement, or to make any other provision with respect to matters or questions arising under this Agreement that will not be inconsistent with the provisions of this Agree- menthereof, in each case so long as such change does not adversely affect the Limited Partners in any material respect; (vi) make a change to provide additional terms related to Side Pocket Investments; (vii) make a change that is necessary or, in the sole discretion of the General Partner, or desirable to satisfy any requirements, condi- tions conditions, or guidelines contained in any opinion, directive, order, statute, ruling ruling, or regulation of any Federalfederal, state state, or foreign governmental entity, so long as such change is made in a manner which that minimizes any adverse effect on the Limited Partners; (viiviii) make a change that is required or contemplated by this Agreement; (viiiix) make a change in any provision of this Agreement that requires any action to be taken by or on behalf of the General Partner or the Partnership pursuant to applicable Delaware law if the provisions of applicable Delaware law are amended, modified modified, or revoked so that the taking of such action is no longer required; (ixx) prevent the Partnership from in any manner being deemed an "“Investment Company" ” subject to the provisions of the Investment Company Act of 1940, as amendedAct; or (xxi) make any other amendments similar to the foregoing. Each Partner, however, must approve of any amended which would (a) reduce such Partner's Capital Account or rights of contribution or withdrawal; or (b) amend the provisions of this Agreement relating to amendments.

Amendments to Partnership Agreement. The terms and ------------------------------------------------- provisions of this Agreement may be modified or amended amended, at any time and from time to time upon time, with the written consent of both (a) Limited Partners having in excess of fifty percent (50%) of the Part- nerstotal Partnership Percentages of the Limited Partners and (b) the General Partner, insofar as is consistent with not prohibited by the laws governing this Agreement; provided, however, that without the consent of the Limited Partners, the General Partner may amend this Agreement or the Agreement Schedule hereto to (i) reflect changes validly made in the membership of the Part- nership Partnership and the Capital Contributions and Partnership Percentages of the Partners; (ii) increase or decrease the Management Fee and/or Incentive Allocation under Section 2.7 and Section 3.6, respectively, provided that prior notice of any increase to the Management Fee and/or Incentive Allocation is given to the Limited Partners; (iii) reflect a change in the name of the Part- nershipPartnership; (iiiiv) make a change that is necessary or, in the sole discretion opinion of the General Partner, advisable to qualify the Part- nership Partnership as a limited partnership partnership, or a partnership in which the Limited Partners have limited liability liability, under the laws of any state or foreign jurisdiction, or to ensure that the Partnership will not be treated as an association or a publicly traded part- nership taxable as a corporation for Federal income taxes pur- posestax purposes; (ivv) make a change that does not adversely affect the Limited Partners in any material respect; (v) make a change that is necessary or, in the sole discretion of the General Partner, or desirable to cure any ambiguity, or to correct or supplement any provision provision, in this Agreement that would be inconsistent with any other provision in this Agreement, or to make adopt any other provision with respect to matters or questions arising under this Agreement that will not be inconsistent with the provisions of this Agree- mentAgreement, in each case so long as such change does not adversely affect the Limited Partners in any material respect; (vi) make a change that is necessary or, in the sole discretion of the General Partner, or desirable to satisfy any requirements, condi- tions conditions or guidelines contained in any opinion, directive, order, statute, ruling or regulation of any Federal, state or foreign governmental entityentity or regulatory authority, so long as such change is made in a manner which minimizes any adverse effect on the Limited Partners; (vii) make a change or that is required or contemplated by this Agreement; (viiivi) make a change in any provision of this Agreement that requires any action to be taken by or on behalf of the General Partner or the Partnership pursuant to applicable Delaware law if the provisions of applicable Delaware law are amended, modified or revoked so that the taking of such action is no longer required; (ixvii) prevent the Partnership from in any manner being deemed an "“Investment Company" ” subject to the provisions of the Investment Company Act of 1940, as amended; or (xviii) make any other amendments similar to the foregoing. Each Partner, however, must approve of any amended amendment which would (a) reduce such Partner's its Capital Account or rights of contribution withdrawal; (b) convert such Partner's Interest in the Partnership into a General Partner's Interest or withdrawalmodify the limited liability of a Limited Partner; or (bc) amend the provisions of this Agreement relating to amendments, including this Section 9.3.

Amendments to Partnership Agreement. The terms and ------------------------------------------------- provisions of this Agreement may be modified or amended and/or the Partnership may be restructured at any time and from time to time upon with the written consent of Limited Partners having in excess of 50% of the Part- nersPartnership Percentages of the Limited Partners and the affirmative vote of the Managing General Partner, insofar as is consistent with the laws governing this Agreement; providedPROVIDED, howeverHOWEVER, that without the consent of the Limited Partners, the Managing General Partner may amend the this Agreement to to: (i) reflect changes validly made in the membership of the Part- nership Partnership and the Capital Contributions and Partnership Percentages of the Partners; (ii) change the provisions relating to the Incentive Allocation as provided in, and subject to the provisions of, Section 3.06; (iii) reflect a change in the name of the Part- nershipPartnership; (iiiiv) make a change that is necessary or, in the sole discretion opinion of the Managing General Partner, advisable to qualify the Part- nership Partnership as a limited partnership or a partnership in which the Limited Partners have limited liability under the laws of any state U.S. or foreign non-U.S. jurisdiction, or ensure that the Partnership will not be treated as an association taxable as a corporation or as a publicly traded part- nership partnership taxable as a corporation for U.S. Federal income taxes pur- posestax purposes; (ivv) make a change that does not adversely affect the Limited Partners in any material respect; (vvi) make a change that is necessary or, in the sole discretion of the General Partner, or desirable to cure any ambiguity, to correct or supplement any provision in this Agreement that would be inconsistent with any other provision in this Agreement, or to make any other provision with respect to matters or questions arising under this Agreement that will not be inconsistent with the provisions of this Agree- mentAgreement, in each case so long as such change does not adversely affect the Limited Partners in any material respect; (vivii) make a change that is necessary or, in the sole discretion of the General Partner, or desirable to satisfy any requirements, condi- tions conditions or guidelines contained in any opinion, directive, order, statute, ruling or regulation of any U.S. Federal, state or foreign non-U.S. governmental entity, so long as such change is made in a manner which that minimizes any adverse effect on the Limited Partners; (viiviii) make a change that is required or contemplated by this Agreement; (viiiix) make a change in any provision of this Agreement that requires any action to be taken by or on behalf of the General Partner Partners or the Partnership pursuant to applicable Delaware Cayman Islands law if the provisions of applicable Delaware Cayman law are amended, modified or revoked so that the taking of such action is no longer required; (ixx) prevent the Partnership from in any manner being deemed an "Investment Company" subject to the provisions of the U.S. Investment Company Act of 1940, as amendedamended (the "1940 Act"); (xi) change the legal structure of the Partnership (for example, from a partnership to a limited liability company or exempted company); or (xxii) make any other amendments and/or restructurings similar to the foregoing. Each Partner, however, must approve of any amended which amendment that would (a) reduce such Partner's its Capital Account or rights of contribution or withdrawal; or (b) amend the provisions of this Agreement relating to amendments.

Amendments to Partnership Agreement. (a) The terms and ------------------------------------------------- provisions of this Partnership Agreement may be modified modified, amended or amended waived at any time and from time to time upon with the written consent of the Part- nersGeneral Partner and Limited Partner Consent, which may be written or passive, insofar as is consistent with the laws governing this Partnership Agreement; provided. If appropriate, however, that without the General Partner shall apply this Section 9.03(a) with respect to a Feeder Fund to the portion of such Feeder Fund’s Units to which such consent of applies. Notwithstanding the Limited Partnersforegoing sentence, the General Partner may amend this Partnership Agreement, without the Agreement to consent of any Limited Partner, in order to: (i) reflect changes validly made in the membership of the Part- nership Partnership and the Capital Contributions subscriptions and Partnership Percentages of the Partnersredemptions by any Partner; (ii) reflect a change in the name of the Part- nershipPartnership; (iii) to delete or add any provision of this Partnership Agreement required to be so deleted or added by a U.S. federal or state securities commission or similar agency, which addition or deletion is deemed by such commission or agency to be for the benefit or protection of the Limited Partners, (iv) make any changes required by any governmental body or agency or to comply with any applicable requirements of law, which, in each case, are deemed to be for the benefit or protection of the Limited Partners; (v) ensure that the Incentive Allocation conforms to any applicable requirements of the SEC, the IRS and other regulatory authorities, so long as such amendment does not increase the Incentive Allocation that would otherwise be made with respect to a Limited Partner and to the extent that such amendment is not materially adverse to any Limited Partner; (vi) make a change that is necessary or desirable to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, statute, ruling or regulation of any federal, state or non-U.S. governmental entity, so long as such change is made in a manner that minimizes any adverse effect on the Limited Partners; (vii) make a change that is ministerial in nature that does not increase the authority of the General Partner or that is necessary or desirable to correct any ambiguity or to correct or supplement any provision in this Partnership Agreement that is incomplete or inconsistent with any provision hereof, so long as such change does not increase the authority of the General Partner or adversely affect the rights of the Limited Partners; (viii) make a change that is necessary or, in the sole discretion opinion of the General Partner, advisable to qualify the Part- nership Partnership as a limited partnership or a partnership in which the Limited Partners have limited liability under the laws of any state or foreign jurisdiction, or ensure that the Partnership will shall not be treated as an association or a publicly traded part- nership partnership taxable as a corporation for Federal U.S. federal income taxes pur- poses; (iv) make tax purposes or to ensure that the Partnership is treated as a change that does not adversely affect QOF and the Limited Partners in any material respect; (v) make a change that is necessary or, in otherwise obtain the sole discretion of the General Partner, desirable to cure any ambiguity, to correct or supplement any provision in this Agreement that would be inconsistent with any other provision in this Agreement, or to make any other provision tax benefits available with respect to matters or questions arising under this Agreement that will not be inconsistent with the provisions of this Agree- ment, in each case so long as such change does not adversely affect the Limited Partners in any material respect; (vi) make a change that is necessary or, in the sole discretion of the General Partner, desirable to satisfy any requirements, condi- tions or guidelines contained in any opinion, directive, order, statute, ruling or regulation of any Federal, state or foreign governmental entity, so long as such change is made in a manner which minimizes any adverse effect on the Limited Partners; (vii) make a change that is required or contemplated by this Agreement; (viii) make a change in any provision of this Agreement that requires any action to be taken by or on behalf of the General Partner or the Partnership pursuant to applicable Delaware law if the provisions of applicable Delaware law are amended, modified or revoked so that the taking of such action is no longer requiredQOF; (ix) prevent the Partnership or the General Partner from in any manner being deemed an "Investment Company" “investment company” subject to the provisions of the Investment Company Act Act; (x) address changes in regulatory or tax legislation, including changes in tax law related to the Incentive Allocation materially adversely affecting the U.S. federal, state or local treatment of 1940Incentive Allocations to the General Partner, its Affiliate or other designee, as amendedapplicable, or their direct or indirect owners (including reorganizing or reconstituting the Partnership) to the extent such amendment is not adverse to any Limited Partner or otherwise alter any of the rights (including entitlements to distributions or any other economic rights) of such Limited Partner; (xi) account for and/or facilitate the formation and operation of any Feeder Fund, Parallel Partnership or Intermediary Entity or to establish one or more new Classes of Units in accordance with Section 2.12; (xxii) impose upon the Partnership additional investment restrictions agreed to by the General Partner, on behalf of the Partnership, with one or more Limited Partners, including restrictions intended to comply with such Limited Partners’ interpretation of legal requirements, tax liability, religious principles or investment policies applicable to such Limited Partners; (xiii) as may be necessary or advisable to comply with any anti-money laundering or anti-terrorist laws, rules, regulations directives or special measures; (xiv) make a change to create a security interest in the Limited Partner’s obligations to make Capital Contributions; (xv) make any amendments pursuant to Section 9.16(b); (xvi) make amendments that are necessary or advisable or otherwise to take into account changes in law related to QOFs or the Opportunity Zone programs, including the issuance of regulations or other guidance issued by the IRS and Department of the Treasury; (xvii) make any modifications, amendments or waivers that the General Partner determines, in its discretion, are necessary or advisable in order to explore or effectuate a Liquidity Event as contemplated by Section 5.09; (xviii) after the OZ Period, if the General Partner determines that the Partnership will no longer qualify as a QOF (if permitted by applicable law), make any changes or amendments or additional terms to reflect the current overall investment strategy of the Partnership, including with respect to assets outside of Opportunity Zones, (xix) make a change that is necessary in connection with the issuance of additional Units pursuant to Section 4.02, including any amendments to this Agreement negotiated with any additional Limited Partner or additional limited partner of a Feeder Fund or any Parallel Partnership in connection with its admission to the Partnership or such Feeder Fund or Parallel Partnership on any subsequent Closing Date to the extent such amendments do not materially and adversely affect the rights and obligations, taken as a whole, of those Limited Partners who are Limited Partners immediately prior to such subsequent Closing Date; and (xx) make any other amendments similar to the foregoing. Each Partner, however, . (b) The consent of each Partner must approve of be obtained for any amended amendment which would (ai) reduce such modify the provisions hereof relating to the maintenance and adjustment of Capital Accounts with respect to any Limited Partner's Capital Account , (ii) disproportionately adversely affect any Limited Partner’s (A) rights to allocations and distributions (other than by virtue of new Commitment (or increase thereof) by other Partners) or (B) rights of contribution or withdrawal; redemption (as set forth in Sections 5.02, 5.03 and 6.02), (iii) adversely affect its limited liability as a Limited Partner as provided under this Partnership Agreement, (iv) increase a Limited Partner’s Commitment or (bv) amend the provisions of this Section 9.03. (c) Notwithstanding Section 9.03(a), this Partnership Agreement relating may be amended by the General Partner without the consent of the Limited Partners, at any time and without limitation (i) if any Limited Partner and/or any Feeder Limited Partner, as applicable, whose contractual rights as a Limited Partner and/or a Feeder Limited Partner would be materially and adversely affected by such amendment has an opportunity to be withdrawn from the Partnership and the applicable Feeder Fund (and will be withdrawn in accordance with Section 5.04 to the extent such Limited Partner and/or such Feeder Limited Partner elects such option) as of a date determined by the General Partner that is not less than thirty (30) calendar days after the General Partner has furnished written notice of such amendment to each Limited Partner and Feeder Limited Partner and that is prior to the effective date of the amendment, including in order to change the current overall investment strategy of the Partnership such that the Partnership will no longer qualify as a QOF (if permitted by applicable law) prior to, or following, the end of the OZ Period or (ii) upon publication of final regulations in the Federal Register (or other official pronouncement), to provide for (1) the election of a safe harbor under Regulations Section 1.83-3(a) (or any similar provision) under which the fair market value of a Unit that is transferred in connection with the performance of services is treated as being equal to the liquidation value of such Unit, (2) agreement by the Partnership and all of its Partners to comply with all the requirements set forth in such regulations and Revenue Procedure 2005-43 (and any other guidance provided by the IRS with respect to such election) with respect to all Units transferred in connection with the performance of services while the election remains effective and (3) any other related amendments; provided that no such amendments pursuant to this clause (ii) shall be made unless such amendments are not reasonably expected to have a material adverse effect on any Limited Partner. (d) Alternatively, in the case of any Limited Partner Consent with respect to any proposed amendments hereof sought by the General Partner other than amendments that are within the scope of clause (b) above, the General Partner may determine that such Limited Partner Consent may also be given and/or obtained as follows: (i) The General Partner shall give written notice to each Limited Partner of such matter and shall request such Limited Partner to indicate in writing whether or not it consents thereto. If any Limited Partner has not indicated in writing within fifteen (15) Business Days (or such longer period as the General Partner may specify in its discretion) after such notice whether or not it consents to such matter, the General Partner shall promptly provide a second notice to such Limited Partner of such matter and shall again request such Limited Partner to indicate in writing whether or not it consents thereto and shall prominently state in such second notice that if the Limited Partner does not indicate in writing within five (5) Business Days (or such longer period as the General Partner may specify in its discretion) after such second notice (the end of such five-Business Day or longer period after such notice, the “Notice Date”) whether or not it consents to such matter, such Limited Partner shall be deemed to have voted their interests in the same proportion as the Limited Partners that actually do vote in favor and against such proposed amendment by the Notice Date. At any time on or prior to the Notice Date, a Limited Partner may indicate that it does or does not consent to such matter, but after the Notice Date any indication by a Limited Partner that it does not consent to such matter shall not be effective for purposes of the foregoing. (ii) The consent of a particular Percentage Interest of the Limited Partners with respect to such matter shall have been received if at any time prior to the Notice Date as of which Limited Partners (including Related Fund Investors) representing such Percentage Interest of the Limited Partners have affirmatively consented to such matter or if as of the Notice Date Limited Partners representing such Percentage Interest of the Limited Partners have either affirmatively consented to such matter or are deemed to have consented to such matter as provided above. (e) The General Partner shall upon a Limited Partner’s request provide a copy of any amendment to this Partnership Agreement to such Limited Partner.

Amendments to Partnership Agreement. The terms and ------------------------------------------------- provisions (a) This Agreement may only be modified or amended by the Managing Partner with the approval of TCI, except that this Agreement may be modified or amended at any time and from time to time upon by the written consent of the Part- ners, insofar as is consistent with the laws governing this Agreement; provided, however, that Managing Partner without the consent or approval of TCI: (1) to reflect the Limited Partners, rights and obligations of any Person admitted as a Partner upon the General Partner may amend the Agreement issuance of Partnership Interests pursuant to (i) reflect changes validly made in the membership of the Part- nership Section 7.5 and the Capital Contributions and Partnership Percentages of the Partners; (ii) reflect a any change in the name rights and obligations of any existing Partner upon the issuance to any Person (including any existing Partner) of Partnership Interests pursuant to Section 7.5, (2) to change the Partnership's principal office or other place of business, (3) to change the Partnership's method of allocating income and loss for tax purposes to the extent required by new or changed Treasury Regulations, Internal Revenue Service announcements or rulings, or final court decisions if such change is not adverse to the interests of TCI; (4) to add to the representations, duties, or obligations of the Part- nership; (iii) make a change that is necessary or, in Managing Partner or surrender any right or power granted to the sole discretion Managing Partner for the benefit of the General Partner, advisable to qualify the Part- nership as a limited partnership or a partnership in which the Limited Partners have limited liability under the laws of any state or foreign jurisdiction, or ensure that the Partnership will not be treated as an association or a publicly traded part- nership taxable as a corporation for Federal income taxes pur- poses; (iv) make a change that does not adversely affect the Limited Partners in any material respect; (v) make a change that is necessary or, in the sole discretion of the General Partner, desirable to cure any ambiguity, to correct or supplement any provision in this Agreement that would be inconsistent with any other provision in this Agreement, or to make any other provision with respect to matters or questions arising under this Agreement that will not be inconsistent with the provisions of this Agree- ment, in each case so long as such change does not adversely affect the Limited Partners in any material respect; (vi) make a change that is necessary or, in the sole discretion of the General Partner, desirable to satisfy any requirements, condi- tions or guidelines contained in any opinion, directive, order, statute, ruling or regulation of any Federal, state or foreign governmental entityTCI, so long as such change is made in a manner which minimizes would not require TCI to consolidate the Partnership for financial reporting purposes; or (5) to cause to be deleted from this Agreement any adverse effect on the Limited Partners; (vii) make a change provision or part of any provision that is required found by a court of competent jurisdiction to be invalid or contemplated unenforceable in any respect, which provision may be deleted from this Agreement by the Managing Partner to the extent of such invalidity or unenforceability without in any way affecting the remaining parts of such provision or the remaining provisions of this Agreement; (viii) make a change in any provision of this Agreement that requires any action to be taken by or on behalf of the General Partner or the Partnership pursuant to applicable Delaware law if the provisions of applicable Delaware law are amended, modified or revoked so that the taking of such action is no longer required; (ix) prevent the Partnership from in any manner being deemed an "Investment Company" subject to the provisions of the Investment Company Act of 1940, as amended; or (x) make any other amendments similar to the foregoing. Each Partner, however, must approve of any amended which would (a) reduce such Partner's Capital Account or rights of contribution or withdrawal; or . (b) amend the provisions of TCI may elect at any time to cause this Agreement relating to amendmentsbe amended to convert the Partnership Interest of TCI to that of a Limited Partner and to eliminate any right of TCI under this Agreement. (c) The Managing Partner shall cause to be prepared and filed any amendment to the Certificate that may be required to be filed under the Act as a consequence of any amendment to this Agreement. (d) The Managing Partner will give prompt notice to TCI of any modification or amendment to this Agreement pursuant to this Section 17.1.

Amendments to Partnership Agreement. The terms and ------------------------------------------------- provisions of this Agreement may be modified or amended and/or the Partnership may be restructured at any time and from time to time upon with the written consent of Limited Partners having in excess of 50% of the Part- nersPartnership Percentages of the Limited Partners and the affirmative vote of the Managing General Partner, insofar as is consistent with the laws governing this Agreement; provided, however, that without the consent of the Limited Partners, the Managing General Partner may amend the this Agreement to to: (i) reflect changes validly made in the membership of the Part- nership Partnership and the Capital Contributions and Partnership Percentages of the Partners; (ii) change the provisions relating to the Incentive Allocation as provided in, and subject to the provisions of, Section 3.06; (iii) reflect a change in the name of the Part- nershipPartnership; (iiiiv) make a change that is necessary or, in the sole discretion opinion of the Managing General Partner, advisable to qualify the Part- nership Partnership as a limited partnership or a partnership in which the Limited Partners have limited liability under the laws of any state U.S. or foreign non-U.S. jurisdiction, or ensure that the Partnership will shall not be treated as an association taxable as a corporation or as a publicly traded part- nership partnership taxable as a corporation for U.S. Federal income taxes pur- posestax purposes; (ivv) make a change that does not adversely affect the Limited Partners in any material respect; (vvi) make a change that is necessary or, in the sole discretion of the General Partner, or desirable to cure any ambiguity, to correct or supplement any provision in this Agreement that would be inconsistent with any other provision in this Agreement, or to make any other provision with respect to matters or questions arising under this Agreement that will shall not be inconsistent with the provisions of this Agree- mentAgreement, in each case so long as such change does not adversely affect the Limited Partners in any material respect; (vivii) make a change that is necessary or, in the sole discretion of the General Partner, or desirable to satisfy any requirements, condi- tions conditions or guidelines contained in any opinion, directive, order, statute, ruling or regulation of any U.S. Federal, state or foreign non-U.S. governmental entity, so long as such change is made in a manner which that minimizes any adverse effect on the Limited Partners; (viiviii) make a change that is required or contemplated by this Agreement; (viiiix) make a change in any provision of this Agreement that requires any action to be taken by or on behalf of the General Partner Partners or the Partnership pursuant to applicable Delaware Cayman Islands law if the provisions of applicable Delaware Cayman law are amended, modified or revoked so that the taking of such action is no longer required; (ixx) prevent the Partnership from in any manner being deemed an "“Investment Company" ” subject to the provisions of the U.S. Investment Company Act of 1940, as amendedamended (the “1940 Act”); (xi) change the legal structure of the Partnership (for example, from a partnership to a limited liability company or exempted company); or (xxii) make any other amendments and/or restructurings similar to the foregoing. Each Partner, however, must approve of any amended which amendment that would (a) reduce such Partner's its Capital Account or rights of contribution or withdrawal; ; (b) increase the rate of the Management Fee or performance-based compensation payable or allocable to the Management Company, the Managing General Partner or their affiliates with respect to its Capital Account; or (bc) amend the provisions of this Agreement relating to amendments.