to the Amended and Restated Agreement of Limited Partnership Federated Core Trust II, L.P. a Delaware Limited Partnership This Agreement of Limited Partnership is amended as follows, effective October 31, 2007: A. Strike subsection y, Series, of...Amended and Restated Agreement of Limited Partnership • January 28th, 2008 • Federated Core Trust Ii
Contract Type FiledJanuary 28th, 2008 Company
EX-3.3 4 a18-14734_1ex3d3.htm EX-3.3 Execution Version AMENDMENT NO. 1 TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ALLIANCE RESOURCE OPERATING PARTNERS, L.P.Amended and Restated Agreement of Limited Partnership • May 5th, 2020 • Delaware
Contract Type FiledMay 5th, 2020 JurisdictionThis Amendment No. 1 (the “Amendment”) to the Amended and Restated Agreement of Limited Partnership of Alliance Resource Operating Partners, L.P., a Delaware limited partnership (the “Partnership”), is entered into and executed by MGP II, LLC, a Delaware limited liability company (“MGP II”), effective this 31st day of May 2018.
ContractAmended and Restated Agreement of Limited Partnership • February 16th, 2021 • Trager Scott • State commercial banks
Contract Type FiledFebruary 16th, 2021 Company IndustryAMENDMENT NO. 3 AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP FOR TEEBANK FAMILY LIMITED PARTNERSHIP Prepared April 16, 2014 Revised May 8, 2014
ContractAmended and Restated Agreement of Limited Partnership • February 15th, 2022 • Trager Trust of 2012 • State commercial banks
Contract Type FiledFebruary 15th, 2022 Company IndustryAMENDMENT NO. 3 AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP FOR TEEBANK FAMILY LIMITED PARTNERSHIP Prepared April 16, 2014 Revised May 8, 2014
AMENDMENT NO. 1 TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BUCKEYE PARTNERS, L.P.Amended and Restated Agreement of Limited Partnership • March 8th, 2021 • Delaware
Contract Type FiledMarch 8th, 2021 JurisdictionLIMITED PARTNERSHIP OF BUCKEYE PARTNERS, L.P. (this “Amendment”), dated as of January 18, 2011, is entered into and effectuated by Buckeye GP LLC, a Delaware limited liability company, as the General Partner, pursuant to authority granted to it in Sections 4.3 and
AMENDMENT NO. 4 Revised March 21, 2016 AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP FOR TEEBANK FAMILY LIMITED PARTNERSHIPAmended and Restated Agreement of Limited Partnership • February 14th, 2017 • Trager Jean S • State commercial banks
Contract Type FiledFebruary 14th, 2017 Company Industry
Amendment No. 2 Amended and Restated Agreement of Limited Partnership for Teebank Family Limited PartnershipAmended and Restated Agreement of Limited Partnership • February 15th, 2022 • Trager Trust of 2012 • State commercial banks
Contract Type FiledFebruary 15th, 2022 Company Industry
EX-10.29(C) 13 dex1029c.htm SECOND AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP SECOND AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NHP/PMB L.P.Amended and Restated Agreement of Limited Partnership • May 5th, 2020 • Delaware
Contract Type FiledMay 5th, 2020 JurisdictionThis SECOND AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NHP/PMB L.P., dated as of February 9, 2009 (this “Amendment”), is being executed by NHP/PMB GP LLC, a Delaware limited liability company (the “General Partner”), as the general partner of NHP/PMB L.P., a Delaware limited partnership (the “Partnership”). Capitalized terms used, but not otherwise defined herein, shall have the respective meanings ascribed thereto in the Partnership Agreement (as defined below).
SECOND AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CYRUSONE LPAmended and Restated Agreement of Limited Partnership • February 19th, 2021 • CyrusOne Inc. • Real estate investment trusts • Maryland
Contract Type FiledFebruary 19th, 2021 Company Industry Jurisdiction
AMENDMENT NO. 4 Revised March 23, 2016 AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP FOR JAYTEE PROPERTIES LIMITED PARTNERSHIPAmended and Restated Agreement of Limited Partnership • February 14th, 2017 • Trager Steve • State commercial banks
Contract Type FiledFebruary 14th, 2017 Company Industry
FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF KILROY REALTY, L.P.Amended and Restated Agreement of Limited Partnership • November 21st, 1997 • Kilroy Realty Corp • Real estate investment trusts
Contract Type FiledNovember 21st, 1997 Company Industry
TENTH AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF UNITED DOMINION REALTY, L.P.Amended and Restated Agreement of Limited Partnership • October 30th, 2018 • United Dominion Realty L P • Real estate investment trusts
Contract Type FiledOctober 30th, 2018 Company IndustryThis Tenth Amendment to the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P., dated as of October 29, 2018 (this “Amendment”), is being executed by UDR, Inc., a Maryland corporation (the “General Partner”), as the general partner of United Dominion Realty, L.P., a Delaware limited partnership (the “Partnership”), pursuant to the authority conferred upon the General Partner by Section 11.01 of the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P., dated as of February 23, 2004, as amended by the First Amendment to the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P., dated as of June 24, 2005, the Second Amendment to the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P., dated as of February 23, 2006, the Third Amendment to the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P., dated as of January 2, 2007, t
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIPAmended and Restated Agreement of Limited Partnership • August 30th, 2006 • Delaware
Contract Type FiledAugust 30th, 2006 JurisdictionTHIS AMENDMENT NO. 1 (this “Amendment”) to the Amended and Restated Agreement of Limited Partnership of Alliance Capital Management L.P. (the “Partnership”) dated as of October 29, 1999 (the “Partnership Agreement”), is made and entered into as of February 24, 2006. Capitalized terms used in this Amendment that are not otherwise herein defined are used as defined in the Partnership Agreement.
Amended and Restated Agreement of Limited Partnership of Tesoro Logistics LPAmended and Restated Agreement of Limited Partnership • April 30th, 2022 • Delaware
Contract Type FiledApril 30th, 2022 JurisdictionThis Amendment No. 1 (this “Amendment”), dated December 2, 2014, to the First Amended and Restated Agreement of Limited Partnership of Tesoro Logistics LP (the “Partnership”), dated as of April 26, 2011 (and as amended to the date hereof, the “Partnership Agreement”), is entered into and effectuated by Tesoro Logistics GP, LLC, a Delaware limited liability company (the “General Partner”), in its capacity as general partner of the Partnership and as the holder of all of the Outstanding Incentive Distribution Rights. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.
ContractAmended and Restated Agreement of Limited Partnership • February 16th, 2021 • Gilman Sheldon G • State commercial banks
Contract Type FiledFebruary 16th, 2021 Company IndustryAMENDMENT NO. 3 AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP FOR JAYTEE PROPERTIES LIMITED PARTNERSHIP Prepared April 16, 2014 Revised May 8, 2014
AMENDMENT NO. 1 TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP FOR TEEBANK FAMILY LIMITED PARTNERSHIPAmended and Restated Agreement of Limited Partnership • February 16th, 2021 • Trager Scott • State commercial banks
Contract Type FiledFebruary 16th, 2021 Company Industry
AMENDMENT NO. 5 TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HERITAGE PROPANE PARTNERS, L.P.Amended and Restated Agreement of Limited Partnership • January 8th, 2004 • Heritage Service Corp • Retail-retail stores, nec • Delaware
Contract Type FiledJanuary 8th, 2004 Company Industry Jurisdiction
AMENDMENT NO. 4 TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ATLAS RESOURCE PARTNERS, L.P.Amended and Restated Agreement of Limited Partnership • November 5th, 2014 • Atlas Resource Partners, L.P. • Drilling oil & gas wells • Delaware
Contract Type FiledNovember 5th, 2014 Company Industry JurisdictionTHIS AMENDMENT NO. 4 to AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ATLAS RESOURCE PARTNERS, L.P. (this “Amendment”), dated as of November 3, 2014, is entered into and effectuated by Atlas Energy Group, LLC, a Delaware limited liability company (the “General Partner”) and the general partner of Atlas Resource Partners, L.P., a Delaware limited partnership (the “Partnership”), pursuant to authority granted to it in Section 13.1 of the Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of March 13, 2012 (as amended from time to time, the “Limited Partnership Agreement”). Capitalized terms used but not defined herein are used as defined in the Limited Partnership Agreement.
AMENDMENT NO. 10 TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENERGY TRANSFER PARTNERS, L.P.Amended and Restated Agreement of Limited Partnership • November 3rd, 2006 • Energy Transfer Partners, L.P. • Natural gas transmission • Delaware
Contract Type FiledNovember 3rd, 2006 Company Industry JurisdictionThis Amendment (this “Amendment”) to the Amended and Restated Agreement of Limited Partnership of Energy Transfer Partners, L.P. (formerly, Heritage Propane Partners, L.P.), a Delaware limited partnership (the “Partnership”), dated as of June 27, 1996, as amended as of August 9, 2000, January 5, 2001, October 5, 2001, February 4, 2002, January 15, 2004, February 13, 2004, March 15, 2005, February 6, 2006 and May 1, 2006 (as so amended, the “Partnership Agreement”), is entered into effective as of November 1, 2006, by Energy Transfer Partners GP, L.P., a Delaware limited partnership (“ETP GP”), as the general partner of the Partnership, on behalf of itself and the Limited Partners of the Partnership. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.
FIRST AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TIME WARNER ENTERTAINMENT COMPANY, L.P.Amended and Restated Agreement of Limited Partnership • February 19th, 2010 • Time Warner Cable Inc. • Cable & other pay television services • New York
Contract Type FiledFebruary 19th, 2010 Company Industry JurisdictionWHEREAS, Time Warner Entertainment Company, L.P., a Delaware limited partnership (the “Partnership”), currently operates under an Amended and Restated Agreement of Limited Partnership, dated as of March 31, 2003 (the “Partnership Agreement”), by and among Time Warner Cable Inc. (“TWC”), TWE Holdings I Trust (“TWE Trust”), and American Television and Communications Corporation (“ATC”);
SECOND AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PRINCIPAL HOLDINGS I LPAmended and Restated Agreement of Limited Partnership • February 27th, 2014 • Fortress Investment Group LLC • Investment advice
Contract Type FiledFebruary 27th, 2014 Company IndustryThis SECOND AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PRINCIPAL HOLDINGS I LP, dated as of March 12, 2013 (this “Amendment”), is being executed by FIG Asset Co. LLC, a Delaware limited liability company (the “General Partner”), as the general partner of Principal Holdings I LP, a Delaware limited partnership (the “Partnership”), pursuant to the authority conferred on the General Partner by Section 10.1(a) of the Amended and Restated Agreement of Limited Partnership of Principal Holdings I LP, dated as of February 1, 2007, as amended and/or supplemented from time to time (the “Agreement”). Capitalized terms used, but not otherwise defined herein, shall have the respective meanings ascribed thereto in the Agreement.
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OFAmended and Restated Agreement of Limited Partnership • March 28th, 2014 • Hines Real Estate Investment Trust Inc • Real estate investment trusts
Contract Type FiledMarch 28th, 2014 Company IndustryThis Amendment No. 1 (this “Amendment”) to the Amended and Restated Agreement of Limited Partnership of Industrial Hines REIT Properties, L.P. (the “Partnership”), dated as of May 24, 2004 (the “Partnership Agreement”), is executed as of December 4, 2013. Capitalized terms used herein but not defined shall have the meaning set forth in the Partnership Agreement.
Item 77 Q.1(a) Amendment No. 6 to the Amended and Restated Agreement of Limited Partnership Federated Core Trust II, L.P. a Delaware Limited Partnership This Agreement of Limited Partnership is amended as foll ows, effective October 31, 2007: A....Amended and Restated Agreement of Limited Partnership • January 28th, 2009 • Federated Core Trust Ii
Contract Type FiledJanuary 28th, 2009 Company
FIRST AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PRINCIPAL HOLDINGS I LPAmended and Restated Agreement of Limited Partnership • February 27th, 2014 • Fortress Investment Group LLC • Investment advice • Delaware
Contract Type FiledFebruary 27th, 2014 Company Industry JurisdictionTHIS FIRST AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PRINCIPAL HOLDINGS I LP (this "Amendment"), is made as of August 1, 2008, by and among FIG Asset Co. LLC, a Delaware limited liability company, as general partner (the "General Partner"), and the Limited Partners (as defined below). All capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meanings given to them in the Partnership Agreement (as defined below).
AMENDMENT NO. 5 TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF REGENCY ENERGY PARTNERS LPAmended and Restated Agreement of Limited Partnership • August 28th, 2008 • Regency Energy Partners LP • Crude petroleum & natural gas • Delaware
Contract Type FiledAugust 28th, 2008 Company Industry JurisdictionThis Amendment No. 5 (this “Amendment No. 5”) to the Amended and Restated Agreement of Limited Partnership (as amended, the “Partnership Agreement”) of Regency Energy Partners LP (the “Partnership”) is hereby adopted effective as of January 1, 2007, by Regency GP LP, a Delaware limited partnership (the “General Partner”), as general partner of the Partnership. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.
AMENDMENT NO. 2 TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MHI HOSPITALITY, L.P.Amended and Restated Agreement of Limited Partnership • August 9th, 2013 • Sotherly Hotels Lp • Hotels & motels
Contract Type FiledAugust 9th, 2013 Company IndustryTHIS AMENDMENT NO. 2 TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MHI HOSPITALITY, L.P. (as amended, the “Partnership Agreement”) is made as of the 2nd day of August, 2013 (the “Amendment”), and is executed by Sotherly Hotels Inc., a Maryland Corporation (the “Company”), as the General Partner and on behalf of the existing Limited Partners of MHI Hospitality, L.P. (the “Partnership”).
FOURTH AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PLYMOUTH INDUSTRIAL OP, LP DESIGNATION OF SERIES B CONVERTIBLE REDEEMABLE PREFERRED UNITS December 14, 2018Amended and Restated Agreement of Limited Partnership • December 17th, 2018 • Plymouth Industrial REIT Inc. • Real estate investment trusts
Contract Type FiledDecember 17th, 2018 Company IndustryPursuant to Sections 4.02 and 11.01 of the Amended and Restated Agreement of Limited Partnership of Plymouth Industrial OP, LP (the “Partnership”), dated as of July 1, 2014 (as amended, the “Partnership Agreement”), the General Partner hereby amends the Partnership Agreement (this Fourth Amendment to the Partnership Agreement, the “Amendment”) as follows in connection with the issuance of up to 4,411,764 shares of Series B Convertible Redeemable Preferred Stock, $0.01 par value per share (the “Series B Preferred Stock”) of Plymouth Industrial REIT, Inc. and the issuance to the General Partner of Series B Preferred Units (as defined below) in exchange for the contribution by the General Partner of the net proceeds from the issuance of the Series B Preferred Stock:
AMENDMENT NO. 5 TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ATLAS PIPELINE OPERATING PARTNERSHIP, L.P.Amended and Restated Agreement of Limited Partnership • March 17th, 2014 • Atlas Pipeline Partners Lp • Natural gas transmission • Delaware
Contract Type FiledMarch 17th, 2014 Company Industry JurisdictionTHIS AMENDMENT NO. 5 TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ATLAS PIPELINE OPERATING PARTNERSHIP, L.P. (this “Amendment”), dated as of March 17, 2014 is entered into and effectuated by Atlas Pipeline Partners GP, LLC, a Delaware limited liability company (the “General Partner”) and the general partner of Atlas Pipeline Operating Partnership, L.P., a Delaware limited partnership (the “Partnership”), pursuant to authority granted to it in Section 13.1 of the Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of February 2, 2000 (the “Limited Partnership Agreement”). Capitalized terms used but not defined herein are used as defined in the Limited Partnership Agreement.
FOURTH AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NHP/PMB L.P.Amended and Restated Agreement of Limited Partnership • August 1st, 2011 • Ventas Inc • Real estate investment trusts • Delaware
Contract Type FiledAugust 1st, 2011 Company Industry JurisdictionThis FOURTH AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NHP/PMB L.P., dated as of April 1, 2011 (this “Amendment”), is being executed by NHP/PMB GP LLC, a Delaware limited liability company (the “General Partner”), as the general partner of NHP/PMB L.P., a Delaware limited partnership (the “Partnership”). Capitalized terms used, but not otherwise defined herein, shall have the respective meanings ascribed thereto in the Partnership Agreement (as defined below).
Item 77Q.1(a)(ii) Amendment No. 5 to the Amended and Restated Agreement of Limited Partnership Federated Core Trust II, L.P. a Delaware Limited Partnership This Agreement of Limited Partnership is amended as follows, effective March 31, 2005: A....Amended and Restated Agreement of Limited Partnership • July 28th, 2005 • Federated Core Trust Ii
Contract Type FiledJuly 28th, 2005 Company
FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF FOE II (NEW) LP (FORMERLY KNOWN AS FORTRESS OPERATING ENTITY II LP) (a Delaware limited partnership)Amended and Restated Agreement of Limited Partnership • August 2nd, 2012 • Fortress Investment Group LLC • Investment advice • Delaware
Contract Type FiledAugust 2nd, 2012 Company Industry JurisdictionThis FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF FOE II (NEW) (formerly known as Fortress Operating Entity II LP) (this “Amendment”), dated as of July 31, 2012, by FIG Corp., a Delaware corporation, as general partner (the “General Partner”).
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OFAmended and Restated Agreement of Limited Partnership • August 2nd, 2020 • Texas
Contract Type FiledAugust 2nd, 2020 JurisdictionThis Amendment No. 1 (this “Amendment No. 1”) to the Amended and Restated Agreement of Limited Partnership dated November 13, 2013 (as amended, the “Partnership Agreement”) of Midcoast Operating, L.P. (the “Partnership”) is hereby adopted by Midcoast OLP GP, L.L.C., a Delaware limited liability company (the “General Partner”), Midcoast Energy Partners, L.P., a Delaware limited partnership (“MEP”), and Enbridge Energy Partners, L.P., a Delaware limited partnership (“EEP” and, together with MEP, the “Limited Partners”). Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.
Form of] Amended and Restated Agreement of Limited Partnership of GCP Managing Partner II, L.P. dated as ofAmended and Restated Agreement of Limited Partnership • April 5th, 2005 • Greenhill & Co Inc • Finance services • Delaware
Contract Type FiledApril 5th, 2005 Company Industry JurisdictionWHEREAS, Greenhill Capital Partners, LLC, a Delaware limited liability company, as General Partner, and Scott L. Bok, as initial Limited Partner, heretofore entered into an Agreement of Limited Partnership dated as of January 13, 2005 (the “Original Agreement”) and formed a limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act 6 Del.C. §17-101, et seq, as amended from time to time (the “Delaware Act”); and
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MHI HOSPITALITY, L.P.Amended and Restated Agreement of Limited Partnership • April 18th, 2011 • MHI Hospitality CORP • Real estate investment trusts
Contract Type FiledApril 18th, 2011 Company IndustryTHIS AMENDMENT NO. 1 TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MHI HOSPITALITY, L.P. (as amended, the “Partnership Agreement”) is made as of the 18th day of April, 2011 (the “Amendment”), and is executed by MHI Hospitality Corporation, a Maryland Corporation (the “Company”), as the General Partner and on behalf of the existing Limited Partners of MHI Hospitality, L.P. (the “Partnership”).
AMENDMENT NO. 5 TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF DUPONT FABROS TECHNOLOGY, L.P. May 17, 2016Amended and Restated Agreement of Limited Partnership • May 17th, 2016 • DuPont Fabros Technology LP • Real estate investment trusts • Maryland
Contract Type FiledMay 17th, 2016 Company Industry JurisdictionThis Amendment No. 5 to the Amended and Restated Agreement of Limited Partnership of DuPont Fabros Technology, L.P. (this “Amendment”) is made as of May 17, 2016 by DuPont Fabros Technology, Inc., a Maryland corporation (the “Company”), as sole general partner of DuPont Fabros Technology, L.P., a Maryland limited partnership (the “Partnership”), pursuant to the authority granted to the Company in the Amended and Restated Agreement of Limited Partnership of DuPont Fabros Technology, L.P., dated as of October 24, 2007, as amended (the “Partnership Agreement”), for the purpose of issuing additional Partnership Units in the form of Series C Preferred Partnership Units (as defined below). Capitalized terms used and not defined herein shall have the meanings set forth in the Partnership Agreement.