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AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OFAgreement • November 30th, 2015 • DelawareNEITHER MORRISON STREET DEBT OPPORTUNITIES FUND, L.P. (THE “FUND”), NOR THE LIMITED PARTNER INTERESTS DESCRIBED HEREIN (THE “INTERESTS”), HAVE BEEN OR WILL BE REGISTERED OR QUALIFIED FOR SALE UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”), THE SECURITIES LAWS OF ANY STATE OR JURISDICTION OR ANY OTHER APPLICABLE SECURITIES LAWS IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY SECURITIES ADMINISTRATOR OF ANY STATE OR OF ANY OTHER JURISDICTION HAS PASSED UPON OR ENDORSED THE MERITS OF AN INVESTMENT IN THE FUND OR THE INTERESTS. INTERESTS MUST BE ACQUIRED FOR INVESTMENT ONLY AND ARE SUBJECT TO SIGNIFICANT RESTRICTIONS ON TRANSFERABILITY. INTERESTS MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT, AN
