Common use of Authority to Amend Clause in Contracts

Authority to Amend. (a) In addition to any other provisions of this Agreement that expressly empower and enable the General Partner to amend this Agreement without the approval of any other Partner, this Agreement may be amended by the General Partner without the approval of any other Partner if such amendment (i) is solely for the purpose of clarification or is of an inconsequential nature and does not change the substance hereof and the Partnership has obtained an opinion of counsel to that effect, (ii) is to add to the obligations of the General Partner or causes the General Partner to surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners, (iii) is to reflect the admission, substitution, termination or withdrawal of Partners in accordance with this Agreement or to amend the calculation of the Cash Amount and the Conversion Factor pursuant to a transaction described in Section 9.1(c), (iv) is to set forth the designations, right, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Section 4.3, (v) is 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, or (vi) is, in the opinion of counsel for the Partnership, necessary or appropriate to satisfy requirements of the Code with respect to partnerships or REITs or of any federal or state securities laws or regulations. Any amendment made pursuant to this Section 11.1(c) may be made effective as of the date of this Agreement. (b) Notwithstanding any contrary provision of this Agreement, any amendment to this Agreement or other act which would (i) adversely affect the limited liability of the Limited Partners, (ii) impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership, (iii) change the method of allocation of profit and loss as provided in Article V or the distribution provisions of Articles VIII and X hereof (except as permitted in Sections 4.3, 5.1 and 8.6 hereof), (iv) seek to impose personal liability on the Limited Partners, or (v) affect the operation of the Conversion Factor of the Redemption Right (other than pursuant to Sections 7.4(a) or 11.1(a)(iii)) shall require the consent and approval of Partners holding more than fifty percent (50%) of the Common Percentage Interests. (c) Except as otherwise specifically provided in this Section 11.1, amendments to this Agreement shall require the approval of Partners holding more than fifty percent (50%) of the Common Percentage Interests. Any amendment to this Agreement requiring the approval of Partners holding fifty percent (50%) of the Common Percentage Interests may be proposed by the General Partner or by any Limited Partners holding twenty-five percent (25%) or more of the Common Percentage Interests, and any such amendment proposed by Limited Partners holding twenty-five percent (25%) or more of the Common Percentage Interests shall be promptly submitted by the General Partner to the Partners for a vote.

Authority to Amend. (a) In addition to any other provisions of this Agreement that expressly empower and enable the General Partner to amend this Agreement without the approval of any other Partner, this This Agreement may be amended by the General Partner without the approval of any other Partner if such amendment (i) is solely for the purpose of clarification or is of an inconsequential nature and (ii) does not change the substance hereof and the Partnership has obtained an opinion of counsel to that effect, . (iib) is to add to the obligations of This Agreement may be amended by the General Partner or causes without the General approval of any other Partner to surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners, (iii) if such amendment is to reflect the admission, substitution, termination substitution or withdrawal of Partners in accordance with this Agreement Limited Partners; to reflect the issuance of additional Partnership Interests or to amend the calculation of the Cash Amount and the Conversion Factor pursuant to a transaction described in Section 9.1(c), . (ivc) is to set forth This Agreement may be amended by the designations, right, powers, duties and preferences of General Partner without the holders approval of any additional Partnership Interests issued pursuant to Section 4.3, (v) is 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, or (vi) other Partner if such amendment is, in the opinion of counsel for the Partnership, necessary or appropriate to satisfy requirements of the Code with respect to partnerships or REITs or of any federal or state securities laws or regulations. Any amendment made pursuant to this Section 11.1(c) may be made effective as of the date of this Agreement. (bd) Notwithstanding any contrary provision of this Agreement, any amendment to this Agreement or other act which would (i) adversely affect the limited liability liabilities of the Limited Partners, (ii) impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership, (iii) change the method of allocation of profit and loss as provided in Article V or the distribution provisions of Articles VIII and X hereof (except as permitted in Sections 4.3, 5.1 and 8.6 hereof), (iv) seek to impose personal liability on the Limited Partners, or (v) affect the operation of the Conversion Factor of the Redemption Right (other than pursuant to Sections 7.4(a) or 11.1(a)(iii)) shall require the consent and approval of Limited Partners holding more than fifty sixty-six and two-thirds percent (5066 2/3%) of the Common Percentage InterestsInterests of the Limited Partners. (ce) Except as otherwise specifically provided in this Section 11.1, amendments to this Agreement shall require the approval of the General Partner and Limited Partners holding more than fifty percent (50%) of the Common Percentage Interests. Any amendment to this Agreement requiring the approval of Partners holding fifty percent (50%) Interests of the Common Percentage Interests may be proposed by the General Partner or by any Limited Partners holding twenty-five percent (25%) or more of the Common Percentage Interests, and any such amendment proposed by Limited Partners holding twenty-five percent (25%) or more of the Common Percentage Interests shall be promptly submitted by the General Partner to the Partners for a votePartners.

Authority to Amend. (a) In addition to any other provisions of this Agreement that expressly empower and enable the General Partner to amend this Agreement without the approval of any other Partner, this This Agreement may be amended by the General Partner without the approval of any other Partner if such amendment (i) is solely for the purpose of clarification or is of an inconsequential nature and does not change the substance hereof and the Partnership has obtained an opinion of counsel to that effect, . (iib) is to add to the obligations of This Agreement may be amended by the General Partner without the approval of any other Partner if such amendment is for the purpose of adding or causes substituting Limited Partners. (c) This Agreement may be amended by the General Partner to surrender any right or power granted to without the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners, (iii) is to reflect the admission, substitution, termination or withdrawal of Partners in accordance with this Agreement or to amend the calculation of the Cash Amount and the Conversion Factor pursuant to a transaction described in Section 9.1(c), (iv) is to set forth the designations, right, powers, duties and preferences of the holders approval of any additional Partnership Interests issued pursuant to Section 4.3, (v) is 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, or (vi) other Partner if such amendment is, in the opinion of counsel for the Partnership, necessary or appropriate to satisfy requirements of the Code with respect to partnerships or REITs or of any federal or state securities laws or regulations. Any amendment made pursuant to this Section 11.1(c) may be made effective as of the date of this Agreement. (bd) Notwithstanding any contrary provision of this Agreement, any amendment to this Agreement or other act which would (i) adversely affect the limited liability liabilities of the Limited Partners, (ii) impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership, (iii) change the method of allocation of profit and loss as provided in Article V or the distribution provisions of Articles VIII and X hereof (except as permitted in Sections 4.3, 5.1 and 8.6 hereof), (iviii) seek to impose personal liability on the Limited Partners, or (viv) affect the operation of the Conversion Exchange Factor of the Redemption Right (other than pursuant to Sections 7.4(a) or 11.1(a)(iii)) Rights shall require the consent and approval of Limited Partners holding more than fifty sixty-five percent (5065%) of the Common Percentage InterestsInterests of the Limited Partners. (ce) Except as otherwise specifically provided in this Section 11.1, amendments to this Agreement shall require the approval of the General Partner and Limited Partners holding more than fifty percent (50%) of the Common Percentage Interests. Any amendment to this Agreement requiring the approval of Partners holding fifty percent (50%) Interests of the Common Percentage Interests may be proposed by the General Partner or by any Limited Partners holding twenty-five percent (25%) or more of the Common Percentage Interests, and any such amendment proposed by Limited Partners holding twenty-five percent (25%) or more of the Common Percentage Interests shall be promptly submitted by the General Partner to the Partners for a votePartners.

Authority to Amend. (a) In addition to any other provisions of this This Agreement that expressly empower and enable the General Partner to amend this Agreement may be amended by Ashford Inc. without the approval of any other Partner, this Agreement may be amended by the General Partner without the approval of any other Partner Member if such amendment (i) is solely for the purpose of clarification or is of an inconsequential nature and (ii) does not change the substance hereof of this Agreement and the Partnership Company has obtained an opinion of counsel to that effect, . (iib) is to add to This Agreement may be amended by Ashford Inc. without the obligations approval of the General Partner or causes the General Partner to surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners, (iii) other Member if such amendment is to reflect the admission, substitution, termination substitution or withdrawal of Partners in accordance with this Agreement Members; to reflect the issuance of additional Membership Interests or to amend the calculation of the Cash Amount and the Conversion Factor pursuant to a transaction described in Section 9.1(c). For avoidance of doubt, (iv) is to set forth Manager may amend Exhibit A without the designations, right, powers, duties and preferences of the holders approval of any additional Partnership Interests issued pursuant to Member as provided by Section 4.3, 6.1(v). (vc) is to satisfy This Agreement may be amended by Ashford Inc. without the approval of 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, or (vi) other Member if such amendment is, in the opinion of counsel for the PartnershipCompany, necessary or appropriate to satisfy requirements of the Code with respect to partnerships or REITs or of any federal or state securities laws or regulations. Any amendment made pursuant to this Section 11.1(c) may be made effective as of the date of this Agreement. (bd) Notwithstanding any contrary provision of this Agreement, any amendment to this Agreement or other act which would (i) adversely affect the limited liability of the Limited Partners, (ii) impose on the Limited Partners Members any obligation to make additional Capital Contributions to the PartnershipCompany, (iiiii) except as provided in Section 11.1(b), change the method of allocation of profit and loss as provided in Article V or the distribution provisions of Articles VIII and X hereof (except as permitted in Sections 4.3, 5.1 and 8.6 hereof)X, (iviii) seek to impose personal liability on the Limited Partnersa Member without that Member’s written consent, or (viv) affect the operation of the Conversion Factor of the Redemption Right (other than pursuant to Sections 7.4(a) or 11.1(a)(iii)) shall require the consent and approval of Partners Members holding more than fifty sixty-six and two-thirds percent (5066 2/3%) of the Common Percentage InterestsInterests of the Members. (ce) Except as otherwise specifically provided in this Section 11.1, amendments to this Agreement shall require the approval of Partners the Manager and Members holding more than fifty percent (50%) of the Common Percentage Interests. Any amendment to this Agreement requiring the approval of Partners holding fifty percent (50%) Interests of the Common Percentage Interests may be proposed by the General Partner or by any Limited Partners holding twenty-five percent (25%) or more of the Common Percentage Interests, and any such amendment proposed by Limited Partners holding twenty-five percent (25%) or more of the Common Percentage Interests shall be promptly submitted by the General Partner to the Partners for a voteMembers.

Authority to Amend. (a) In addition to any other provisions of this Agreement that expressly empower and enable the General Partner to amend this Agreement without the approval of any other Partner, this This Agreement may be amended by the General Partner without the approval of any other Partner if such amendment (i) is solely for the purpose of clarification or is of an inconsequential nature and (ii) does not change the substance hereof and the Partnership has obtained an opinion of counsel to that effect, . (iib) is to add to the obligations of This Agreement may be amended by the General Partner or causes without the General approval of any other Partner to surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners, (iii) if such amendment is to reflect the admission, substitution, termination substitution or withdrawal of Partners in accordance with this Agreement Limited Partners; to create, issue or reflect the creation or issuance of additional Partnership Interests or to amend the calculation of the Cash Amount and the Conversion Factor pursuant to a transaction described in Section 9.1(c). For avoidance of doubt, (iv) is to set forth the designations, right, powers, duties and preferences of General Partner may amend Exhibit A without the holders approval of any additional Partnership Interests issued pursuant to Limited Partner as provided in Section 4.3, 6.1(v). (vc) is to satisfy This Agreement may be amended by the General Partner without the approval of 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, or (vi) other Partner if such amendment is, in the opinion of counsel for the Partnership, necessary or appropriate to satisfy requirements of the Code with respect to partnerships or REITs or of any federal or state securities laws or regulations. Any amendment made pursuant to this Section 11.1(c) may be made effective as of the date of this Agreement. (bd) Notwithstanding any contrary provision of this Agreement, any amendment to this Agreement or other act which would (i) adversely affect the limited liability liabilities of the Limited Partners, (ii) impose on the existing Limited Partners any obligation to make additional Capital Contributions to the Partnership, (iii) except as provided in Section 11.1(b), change the method of allocation of profit and loss as provided in Article V or the distribution provisions of Articles VIII and X hereof (except as permitted in Sections 4.3, 5.1 and 8.6 hereof), (iv) seek to impose personal liability on the a Limited PartnersPartner without that Limited Partner’s consent, or (v) affect the operation of the Conversion Factor of the Redemption Right (other than pursuant to Sections 7.4(a) or 11.1(a)(iii)) shall require the consent and approval of the General Partner and of Limited Partners holding more than fifty sixty-six and two-thirds percent (5066 2/3%) of the Common Percentage InterestsInterests of the Limited Partners. (ce) Except as otherwise specifically provided in this Section 11.1, amendments to this Agreement shall require the approval of the General Partner and Limited Partners holding more than fifty percent (50%) of the Common Percentage Interests. Any amendment to this Agreement requiring the approval of Partners holding fifty percent (50%) Interests of the Common Percentage Interests may be proposed by the General Partner or by any Limited Partners holding twenty-five percent (25%) or more of the Common Percentage Interests, and any such amendment proposed by Limited Partners holding twenty-five percent (25%) or more of the Common Percentage Interests shall be promptly submitted by the General Partner to the Partners for a votePartners.

Authority to Amend. (a) In addition to any other provisions of this Agreement that expressly empower and enable the General Partner Managing Member to amend this Agreement without the approval of any other PartnerMember, but in any event subject to the restrictions set forth elsewhere in this Agreement, this Agreement may be amended by the General Partner Managing Member without the approval of any other Partner Member if such amendment (i) is solely for the purpose of clarification or is of an inconsequential nature and does not change the substance hereof and the Partnership Company has obtained an opinion of counsel to that effect, (ii) is to add to the obligations of the General Partner Managing Member or causes the General Partner Managing Member to surrender any right or power granted to the General Partner Managing Member or any Affiliate of the General Partner Managing Member for the benefit of the Limited PartnersInvesting Member, (iii) is to reflect the admission, substitution, termination or withdrawal resignation of Partners Members in accordance with this Agreement or to amend the calculation of the Cash Amount and the Conversion Factor pursuant to a transaction described in Section 9.1(c)Agreement, (iv) is to set forth the designations, right, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Section 4.3, (v) is 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, or (viv) is, in the opinion of counsel for the PartnershipCompany, necessary or appropriate to satisfy requirements of the Code with respect to partnerships or REITs or of any federal or state securities laws or regulations. Any Except as otherwise provided in this Agreement and to the fullest extent permitted by law, any amendment made pursuant to this Section 11.1(c11.1(a) may be made effective as of the date of this Agreement. (b) Notwithstanding any contrary provision of this Agreement, any amendment to this Agreement or other act which would reasonably be expected to (i) adversely affect the limited liability of the Limited Partnersnon-Managing Member, (ii) impose on the Limited Partners non-Managing Member any obligation to make additional Capital Contributions to the PartnershipCompany, (iii) change the method of allocation of profit and loss as provided in Article V or the distribution provisions of Articles VIII and X hereof (except as specifically permitted in Sections 4.3, 5.1 and 8.6 hereofby this Agreement), (iv) seek to impose personal liability on the Limited Partnersnon-Managing Member, or (v) adversely affect the operation any economic, voting, approval or other right or entitlement of the Conversion Factor of the Redemption Right (other than pursuant to Sections 7.4(a) or 11.1(a)(iii)) non-Managing Member under this Agreement, shall require the consent and approval of Partners holding more than fifty percent (50%) of the Common Percentage Interestssuch non-Managing Member. (c) Except as otherwise specifically provided in this Section 11.111.1 and the other restrictions set forth in this Agreement, amendments to this Agreement shall require the written approval of Partners holding more than fifty percent (50%) of CVOP and the Common Percentage Interests. Any amendment to this Agreement requiring the approval of Partners holding fifty percent (50%) of the Common Percentage Interests may be proposed by the General Partner or by any Limited Partners holding twenty-five percent (25%) or more of the Common Percentage Interests, and any such amendment proposed by Limited Partners holding twenty-five percent (25%) or more of the Common Percentage Interests shall be promptly submitted by the General Partner to the Partners for a voteInvesting Member.

Authority to Amend. (a) In addition to any other provisions of this Agreement that expressly empower and enable the General Partner to amend this Agreement without the approval of any other Partner, this This Agreement may be amended by the General Partner without the approval of any other Partner if such amendment (i) is solely for the purpose of clarification or is of an inconsequential nature and (ii) does not change the substance hereof and the Partnership has obtained an opinion of counsel to that effect, . (iib) is to add to the obligations of This Agreement may be amended by the General Partner or causes without the General approval of any other Partner to surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners, (iii) if such amendment is to reflect the admission, substitution, termination substitution or withdrawal of Partners in accordance with this Agreement Limited Partners; to reflect the issuance of additional Partnership Interests or to amend the calculation of the Cash Amount and the Conversion Factor pursuant to a transaction described in Section 9.1(c), . (ivc) is to set forth This Agreement may be amended by the designations, right, powers, duties and preferences of General Partner without the holders approval of any additional Partnership Interests issued pursuant to Section 4.3, (v) is 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, or (vi) other Partner if such amendment is, in the opinion of counsel for the Partnership, necessary or appropriate to satisfy requirements of the Code with respect to partnerships or REITs or of any federal or state securities laws or regulations. Any amendment made pursuant to this Section 11.1(c) may be made effective as of the date of this Agreement. (bd) Notwithstanding any contrary provision of this Agreement, any amendment to this Agreement or other act which would (i) adversely affect the limited liability liabilities of the Limited Partners, (ii) impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership, (iii) except as provided in Section 11.1(b), change the method of allocation of profit and loss as provided in Article V or the distribution provisions of Articles VIII and X hereof (except as permitted in Sections 4.3, 5.1 and 8.6 hereof), (iv) seek to impose personal liability on the Limited Partners, or (v) affect the operation of the Conversion Factor of the Redemption Right (other than pursuant to Sections 7.4(a) or 11.1(a)(iii)) shall require the consent and approval of Limited Partners holding more than fifty sixty-six and two-thirds percent (5066 2/3%) of the Common Percentage InterestsInterests of the Limited Partners. (ce) Except as otherwise specifically provided in this Section 11.1, amendments to this Agreement shall require the approval of the General Partner and Limited Partners holding more than fifty percent (50%) of the Common Percentage Interests. Any amendment to this Agreement requiring the approval of Partners holding fifty percent (50%) Interests of the Common Percentage Interests may be proposed by the General Partner or by any Limited Partners holding twenty-five percent (25%) or more of the Common Percentage Interests, and any such amendment proposed by Limited Partners holding twenty-five percent (25%) or more of the Common Percentage Interests shall be promptly submitted by the General Partner to the Partners for a votePartners.

Authority to Amend. (a) In addition to any other provisions of this Agreement that expressly empower and enable the General Partner to amend this Agreement without the approval of any other Partner, this This Agreement may be amended by the General Partner without the approval of any other Partner if such amendment (i) is solely for the purpose of clarification or is of an inconsequential nature and does not change the substance hereof and the Partnership has obtained an opinion of counsel to that effect, . (iib) is to add to the obligations of This Agreement may be amended by the General Partner without the approval of any other Partner if such amendment is for the purpose of adding or causes substituting Limited Partners. (c) This Agreement may be amended by the General Partner to surrender any right or power granted to without the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners, (iii) is to reflect the admission, substitution, termination or withdrawal of Partners in accordance with this Agreement or to amend the calculation of the Cash Amount and the Conversion Factor pursuant to a transaction described in Section 9.1(c), (iv) is to set forth the designations, right, powers, duties and preferences of the holders approval of any additional Partnership Interests issued pursuant to Section 4.3, (v) is 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, or (vi) other Partner if such amendment is, in the opinion of counsel for the Partnership, necessary or appropriate to satisfy requirements of the Code with respect to partnerships or REITs or of any federal or state securities laws or regulations. Any amendment made pursuant to this Section 11.1(c) may be made effective as of the date of this Agreement. (bd) Notwithstanding any contrary provision of this Agreement, any amendment to this Agreement or other act which would (i) adversely affect the limited liability liabilities of the Limited Partners, (ii) impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership, (iii) change the method of allocation of profit and loss as provided in Article V or the distribution provisions of Articles VIII and X hereof (except as permitted in Sections 4.3, 5.1 and 8.6 hereof), (iviii) seek to impose personal liability on the Limited Partners, or (viv) affect the operation of the Conversion Factor of the Redemption Right (other than pursuant to Sections 7.4(a) or 11.1(a)(iii)) shall require the consent and approval of Limited Partners holding more than fifty sixty-six and two-thirds percent (5066 2/3%) of the Common Percentage InterestsInterests of the Limited Partners. (ce) Except as otherwise specifically provided in this Section 11.1, amendments to this Agreement shall require the approval of the General Partner and Limited Partners holding more than fifty percent (50%) of the Common Percentage Interests. Any amendment to this Agreement requiring the approval of Partners holding fifty percent (50%) Interests of the Common Percentage Interests may be proposed by the General Partner or by any Limited Partners holding twenty-five percent (25%) or more of the Common Percentage Interests, and any such amendment proposed by Limited Partners holding twenty-five percent (25%) or more of the Common Percentage Interests shall be promptly submitted by the General Partner to the Partners for a votePartners.

Authority to Amend. (a) In addition to any other provisions of this Agreement that expressly empower and enable the General Partner to amend this Agreement without the approval of any other Limited Partner, but in any event subject to the restrictions set forth elsewhere in this Agreement (including the restrictions set forth in Article XIV), this Agreement may be amended by the General Partner without the approval of any other Limited Partner if such amendment (i) is solely for the purpose of clarification or is of an inconsequential nature and does not change the substance hereof and the Partnership has obtained an opinion of counsel to that effect, (ii) is to add to the obligations of the General Partner or causes the General Partner to surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Investing Limited PartnersPartner, (iii) is to reflect the admission, substitution, termination or withdrawal resignation of Partners any Partner in accordance with this Agreement or to amend the calculation of the Cash Amount and the Conversion Factor pursuant to a transaction described in Section 9.1(c)Agreement, (iv) is to set forth the designations, right, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Section 4.3, (v) is 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, or (viv) is, in the opinion of counsel for the Partnership, necessary or appropriate to satisfy requirements of the Code with respect to partnerships or REITs or of any federal or state securities laws or regulations. Any Except as otherwise provided in this Agreement and to the fullest extent permitted by law, any amendment made pursuant to this Section 11.1(c11.1(a) may be made effective as of the date of this Agreement. (b) Notwithstanding any contrary provision of this Agreement, any amendment to this Agreement or other act which would reasonably be expected to (i) adversely affect the limited liability of the Investing Limited PartnersPartner, (ii) impose on the Investing Limited Partners Partner any obligation to make additional Capital Contributions to the Partnership, (iii) change the method of allocation of profit and loss as provided in Article V or the distribution provisions of Articles VIII and X hereof (except as specifically permitted in Sections 4.3, 5.1 and 8.6 hereofby this Agreement), (iv) seek to impose personal liability on the Investing Limited PartnersPartner, or (v) adversely affect the operation any economic, voting, approval or other right or entitlement of the Conversion Factor of the Redemption Right (other than pursuant to Sections 7.4(a) or 11.1(a)(iii)) Investing Limited Partner under this Agreement, shall require the consent and approval of Partners holding more than fifty percent (50%) of the Common Percentage Interestssuch Investing Limited Partner. (c) Except as otherwise specifically provided in this Section 11.111.1 and the other restrictions set forth in this Agreement, amendments to this Agreement shall require the written approval of Partners holding more than fifty percent (50%) of CVOP and the Common Percentage Interests. Any amendment to this Agreement requiring the approval of Partners holding fifty percent (50%) of the Common Percentage Interests may be proposed by the General Partner or by any Investing Limited Partners holding twenty-five percent (25%) or more of the Common Percentage Interests, and any such amendment proposed by Limited Partners holding twenty-five percent (25%) or more of the Common Percentage Interests shall be promptly submitted by the General Partner to the Partners for a votePartner.

Authority to Amend. (a) In addition to any other provisions of this Agreement that expressly empower and enable the General Partner to amend this Agreement without the approval of any other Partner, this This Agreement may be amended by the General Partner without the approval of any other Partner if such amendment (i) is solely for the purpose of clarification or is of an inconsequential nature and does not change the substance hereof and the Partnership has obtained an opinion of counsel to that effect, . (iib) is to add to the obligations of This Agreement may be amended by the General Partner without the approval of any other Partner if such amendment is for the purpose of adding or causes substituting Limited Partners. (c) This Agreement may be amended by the General Partner to surrender any right or power granted to without the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners, (iii) is to reflect the admission, substitution, termination or withdrawal of Partners in accordance with this Agreement or to amend the calculation of the Cash Amount and the Conversion Factor pursuant to a transaction described in Section 9.1(c), (iv) is to set forth the designations, right, powers, duties and preferences of the holders approval of any additional Partnership Interests issued pursuant to Section 4.3, (v) is 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, or (vi) other Partner if such amendment is, in the opinion of counsel for the Partnership, necessary or appropriate to satisfy requirements of the Code with respect to partnerships or REITs or of any federal or state securities laws or regulations. Any amendment made pursuant to this Section 11.1(c) may be made effective as of the date of this Agreement. (bd) Notwithstanding any contrary provision of this Agreement, any amendment to this Agreement or other act which would (i) adversely affect the limited liability of the Limited Partners, (ii) impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership, (iii) change the method of allocation of profit Profits and loss Losses as provided in Article V or the distribution provisions of Articles VIII and or X hereof hereof, or (except as permitted in Sections 4.3, 5.1 and 8.6 hereof), (iviii) seek to impose personal liability on an obligation for additional contributions by the Limited Partners, or (v) affect the operation of the Conversion Factor of the Redemption Right (other than pursuant to Sections 7.4(a) or 11.1(a)(iii)) Partners shall require the consent and approval of Limited Partners holding more than fifty 65% of the Percentage Interests of the Limited Partners. Notwithstanding any contrary provision of this Agreement, any amendment to this Agreement that would affect the operation of the Redemption Rights set forth in Section 7.4 hereof shall require the consent and approval of Class A Limited Partners holding more than sixty-five percent (5065%) of the Common Percentage InterestsInterests of the Class A Limited Partners. (ce) Except as otherwise specifically provided in this Section 11.1, amendments to this Agreement shall require the approval of Partners holding more than fifty percent (50%) of the Common Percentage Interests. Any amendment to this Agreement requiring the approval of Partners holding fifty percent (50%) of the Common Percentage Interests may be proposed by the General Partner or by any Limited Partners holding twenty-five percent (25%) or more of the Common Percentage Interests, and any such amendment proposed by Limited Partners holding twenty-five percent (25%) or more of the Common Percentage Interests shall be promptly submitted by the General Partner to the Partners for a vote.amendments

Authority to Amend. (a) In addition to any other provisions of this This Agreement that expressly empower and enable the General Partner to amend this Agreement may be amended by Ashford OAINC Inc., Ashford OAINC II Inc. or Ashford Inc. without the approval of any other Partner, this Agreement may be amended by the General Partner without the approval of any other Partner Member if such amendment (i) is solely for the purpose of clarification or is of an inconsequential nature and (ii) does not change the substance hereof of this Agreement and the Partnership Company has obtained an opinion of counsel to that effect. (b) This Agreement may be amended by Ashford OAINC Inc., (ii) is to add to Ashford OAINC II Inc. or Ashford Inc. without the obligations approval of the General Partner or causes the General Partner to surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners, (iii) other Member if such amendment is to reflect the admission, substitution, termination substitution or withdrawal of Partners in accordance with this Agreement Members; to reflect the issuance of additional Membership Interests or to amend the calculation of the Cash Amount and the Conversion Factor pursuant to a transaction described in Section 9.1(c). For avoidance of doubt, (iv) is to set forth Manager may amend Exhibit A without the designations, right, powers, duties and preferences of the holders approval of any additional Partnership Interests issued pursuant to Member as provided by Section 4.36.1(v). (c) This Agreement may be amended by Ashford OAINC Inc., (v) is to satisfy Ashford OAINC II Inc. or Ashford Inc. without the approval of 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, or (vi) other Member if such amendment is, in the opinion of counsel for the PartnershipCompany, necessary or appropriate to satisfy requirements of the Code with respect to partnerships or REITs or of any federal or state securities laws or regulations. Any amendment made pursuant to this Section 11.1(c) may be made effective as of the date of this Agreement. (bd) Notwithstanding any contrary provision of this Agreement, any amendment to this Agreement or other act which would (i) adversely affect the limited liability of the Limited Partners, (ii) impose on the Limited Partners Members any obligation to make additional Capital Contributions to the PartnershipCompany, (iiiii) except as provided in Section 11.1(b), change the method of allocation of profit and loss as provided in Article V or the distribution provisions of Articles VIII and X hereof (except as permitted in Sections 4.3, 5.1 and 8.6 hereof)X, (iviii) seek to impose personal liability on the Limited Partnersa Member without that Member’s written consent, or (viv) affect the operation of the Conversion Factor of the Redemption Right (other than pursuant to Sections 7.4(a) or 11.1(a)(iii)) shall require the consent and approval of Partners Members holding more than fifty sixty-six and two-thirds percent (5066 2/3%) of the Common Percentage InterestsInterests of the Members. (ce) Except as otherwise specifically provided in this Section 11.1, amendments to this Agreement shall require the approval of Partners the Manager and Members holding more than fifty percent (50%) of the Common Percentage Interests. Any amendment to this Agreement requiring the approval of Partners holding fifty percent (50%) Interests of the Common Percentage Interests may be proposed by the General Partner or by any Limited Partners holding twenty-five percent (25%) or more of the Common Percentage Interests, and any such amendment proposed by Limited Partners holding twenty-five percent (25%) or more of the Common Percentage Interests shall be promptly submitted by the General Partner to the Partners for a voteMembers.

Authority to Amend. (a) In addition to any other provisions of this Agreement that expressly empower and enable the General Partner to amend this Agreement without the approval of any other Partner, this This Agreement may be amended by the General Partner without the approval of any other Partner if such amendment (i) is solely for the purpose of clarification or is of an inconsequential nature and does not change the substance hereof and the Partnership has obtained an opinion of counsel to that effect, . (iib) is to add to the obligations of This Agreement may be amended by the General Partner without the approval of any other Partner if such amendment is for the purpose of adding or causes substituting Limited Partners. (c) This Agreement may be amended by the General Partner to surrender any right or power granted to without the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners, (iii) is to reflect the admission, substitution, termination or withdrawal of Partners in accordance with this Agreement or to amend the calculation of the Cash Amount and the Conversion Factor pursuant to a transaction described in Section 9.1(c), (iv) is to set forth the designations, right, powers, duties and preferences of the holders approval of any additional Partnership Interests issued pursuant to Section 4.3, (v) is 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, or (vi) other Partner if such amendment is, in the opinion of counsel for the Partnership, necessary or appropriate to satisfy requirements of the Code with respect to partnerships or REITs or of any federal or state securities laws or regulations. Any amendment made pursuant to this Section 11.1(c) may be made effective as of the date of this Agreement. (bd) Notwithstanding any contrary provision of this Agreement, any amendment to this Agreement or other act which would (i) adversely affect the limited liability liabilities of the Limited Partners, (ii) impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership, (iii) change the method of allocation of profit and loss as provided in Article V or the distribution provisions of Articles VIII and X hereof (except as permitted in Sections 4.3, 5.1 and 8.6 hereof), (iviii) seek to impose personal liability on the Limited Partners, or (viv) affect the operation of the Conversion Factor of the Redemption Right (other than pursuant to Sections 7.4(a) or 11.1(a)(iii)) shall require the consent and approval of Limited Partners holding more than fifty sixty-six and two-thirds percent (5066 2/3%) of the Common Percentage InterestsInterests of the Limited Partners. (ce) Except as otherwise specifically provided in this Section 11.1, amendments to this Agreement shall require the approval of the General Partner and Limited Partners holding more than fifty percent (50%) of the Common Percentage Interests. Any amendment to this Agreement requiring the approval of Partners holding fifty percent (50%) Interests of the Common Percentage Interests may be proposed by the General Partner or by any Limited Partners holding twenty-five percent (25%) or more of the Common Percentage Interests, and any such amendment proposed by Limited Partners holding twenty-five percent (25%) or more of the Common Percentage Interests shall be promptly submitted by the General Partner to the Partners for a votePartners.