Agreement Of Limited Partnership Sample Contracts

FIFTEENTH AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN HOMES 4 RENT, L.P. DESIGNATION OF 6.25% SERIES H CUMULATIVE REDEEMABLE PERPETUAL PREFERRED UNITS September 13, 2018 (September 14th, 2018)
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF DIAMONDROCK HOSPITALITY LIMITED PARTNERSHIP Dated as of August 28, 2018 (August 31st, 2018)

THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF DIAMONDROCK HOSPITALITY LIMITED PARTNERSHIP, dated as of August 28, 2018, is entered into by and among DiamondRock Hospitality Company, a Maryland corporation (the Company), as the General Partner, and the Persons whose names are set forth on Exhibit A attached hereto, as the Limited Partners, together with any other Persons who become Partners in the Partnership as provided herein.

Sotherly Hotels Lp – Amendment No. 5 to the Amended and Restated Agreement of Limited Partnership of Sotherly Hotels Lp 7.875% Series C Cumulative Redeemable Perpetual Preferred Units (August 31st, 2018)
Osprey Energy Acquisition Corp – AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF FALCON MINERALS OPERATING PARTNERSHIP, LP. Dated as of August 23, 2018 (August 29th, 2018)

THE UNITS REPRESENTED BY THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM, AND COMPLIANCE WITH THE OTHER SUBSTANTIAL RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN.

Bluerock Residential Growth REIT, Inc. – TENTH AMENDMENT TO THE SECOND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BLUEROCK RESIDENTIAL HOLDINGS, L.P. August 6, 2018 (August 8th, 2018)

This Tenth Amendment (this "Amendment") to the Second Restated Agreement of Limited Partnership of Bluerock Residential Holdings, L.P., a Delaware limited partnership (the "Partnership") (as amended, the "Partnership Agreement"), is entered into effective as of January 1, 2018, by, Bluerock Residential Growth REIT, Inc., a Maryland corporation (the "General Partner"), in accordance with Article XI of the Partnership Agreement. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

Agreement of Limited Partnership of Global Partners Lp (August 7th, 2018)

THIS FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GLOBAL PARTNERS LP dated as of August 7, 2018, is entered into by and between Global GP LLC, a Delaware limited liability company, as the General Partner, and any other Persons who are or become Partners in the Partnership or parties hereto as provided herein.

Atlas America Public #9 Ltd. – Second Amendment to Amended and Restated Certificate and Agreement of Limited Partnership of Atlas America Public #9 Ltd. (August 2nd, 2018)

THIS SECOND AMENDMENT TO AMENDED AND RESTATED CERTIFICATE AND AGREEMENT OF LIMITED PARTNERSHIP OF ATLAS AMERICA PUBLIC #9 LTD. (this "Amendment"), dated effective as of 5:01 p.m. Eastern Time on August 1, 2018, is entered into and effectuated by DGOC Partnership Holdings, LLC, the managing general partner (the "MGP") of Atlas America Public #9 LTD. (the "Partnership") pursuant to authority granted to it in Section 8.05(a)(i) of the Amended and Restated Certificate and Agreement of Limited Partnership of Atlas America Public #9 LTD., dated as of December 1, 2000, as amended by that certain Amendment to Amended and Restated Certificate and Agreement of Limited Partnership dated June 30, 2017 (as amended, the "Partnership Agreement"). Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

Highwoods Realty Ltd Partnership – Amendment No. 2 to the Second Restated Agreement of Limited Partnership Of (July 24th, 2018)

This Amendment No. 2 (this "Amendment"), dated as of July 19, 2018, to the Second Restated Agreement of Limited Partnership of Highwoods Realty Limited Partnership, a North Carolina limited partnership (the "Partnership"), dated as of January 1, 2000, as amended by Amendment No. 1 to the Second Restated Agreement of Limited Partnership of Highwoods Realty Limited Partnership, dated as of July 22, 2004 (as so amended, the "Partnership Agreement"), is hereby entered into by Highwoods Properties, Inc., a Maryland corporation (the "General Partner").

Valero LP – Eighth Amended and Restated Agreement of Limited Partnership of Nustar Energy L.P. (July 20th, 2018)

THIS EIGHTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NUSTAR ENERGY L.P. (the Partnership) dated as of [*], 2018 and effective as of the Effective Time (as defined herein), is entered into by and among Riverwalk Logistics, L.P., a Delaware limited partnership, as the General Partner, the Limited Partners (as defined herein) as of the date hereof, together with any other Persons (as defined herein) who become Partners (as defined herein) in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:

Essential Properties Realty Trust, Inc. – AGREEMENT OF LIMITED PARTNERSHIP OF ESSENTIAL PROPERTIES, L.P. A Delaware Limited Partnership THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS THE TRANSFEROR DELIVERS TO THE PARTNERSHIP AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO THE PARTNERSHIP, TO THE EFFECT THAT THE PROPOSED SALE, TRANSFER OR OTHER DISPOSITION MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITI (June 26th, 2018)

THIS AGREEMENT OF LIMITED PARTNERSHIP OF ESSENTIAL PROPERTIES, L.P. (this Agreement), dated as of June 25, 2018, is entered into by and among Essential Properties OP G.P., LLC, a Delaware limited liability company (the General Partner), and the Persons (as defined below) that are party hereto from time to time and whose names are set forth on Exhibit A as attached hereto (as it may be amended from time to time).

Medalist Diversified REIT, Inc. – Agreement of Limited Partnership of Medalist Diversified Holdings, L.P. (June 18th, 2018)

THIS AGREEMENT OF LIMITED PARTNERSHIP OF MEDALIST DIVERSFIED HOLDINGS, L.P. (the "Partnership"), dated as of September 29, 2015, is made and entered into by and among Medalist Diversified REIT, Inc., a Maryland corporation (together with its successors and assigns, the "General Partner"), and the Limited Partners set forth on the attached Exhibit A.

Essential Properties Realty Trust, Inc. – AGREEMENT OF LIMITED PARTNERSHIP OF ESSENTIAL PROPERTIES, L.P. A Delaware Limited Partnership THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS THE TRANSFEROR DELIVERS TO THE PARTNERSHIP AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO THE PARTNERSHIP, TO THE EFFECT THAT THE PROPOSED SALE, TRANSFER OR OTHER DISPOSITION MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITI (June 14th, 2018)
Alliance Holdings Gp L.P. – Amendment No. 1 to Amended and Restated Agreement of Limited Partnership of Alliance Resource Operating Partners, L.P. (June 6th, 2018)

This 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.

Alliance Resource Partners, L.P. – Amendment No. 1 to Amended and Restated Agreement of Limited Partnership of Alliance Resource Operating Partners, L.P. (June 6th, 2018)

This 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.

Phillips Edison Grocery Center REIT III, Inc. – First Amendment to Agreement of Limited Partnership of Phillips Edison Grocery Center Operating Partnership Iii, L.P. (May 16th, 2018)

This FIRST AMENDMENT to the AGREEMENT OF LIMITED PARTNERSHIP OF PHILLPS EDISON GROCERY CENTER OPERATING PARTNERSHIP III, L.P. (this "Amendment") is made effective as of May 8, 2018 by Phillips Edison Grocery Center OP GP III, LLC, a Delaware limited liability company (the "General Partner"). Capitalized terms used but not defined herein will have the meanings ascribed to such terms in the Partnership Agreement (as defined below).

Viper Energy Partners LP – Second Amended and Restated Agreement of Limited Partnership (May 15th, 2018)

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF VIPER ENERGY PARTNERS LP, dated as of May 9, 2018 (the "Second A&R Date"), is executed by VIPER ENERGY PARTNERS GP LLC, a Delaware limited liability company, as the General Partner, as provided herein.

Boston Capital Tax Credit Fund Iv Lp – Third Amendment to Agreement of Limited Partnership of Boston Capital Tax Credit Fund Iv L.P. (May 8th, 2018)

This Third Amendment (this "Third Amendment") to Agreement of Limited Partnership of Boston Capital Tax Credit Fund IV L.P. (the "Partnership") dated as of December 16, 1993, as amended (the "Partnership Agreement") is entered into effective as of May 3, 2018 by and between Boston Capital Associates L.P., as general partner (the "General Partner") and BCTC IV Assignor Corp., as assignor limited partner (the "Assignor Limited Partner")

Boston Capital Tax Credit Fund V Lp – First Amendment to Agreement of Limited Partnership of Boston Capital Tax Credit Fund v L.P. (May 8th, 2018)

This First Amendment (this "First Amendment") to Agreement of Limited Partnership of Boston Capital Tax Credit Fund V L.P. (the "Partnership") dated as of October 15, 2003, as amended (the "Partnership Agreement") is entered into effective as of May 3, 2018 by and between Boston Capital Associates V L.L.C., as general partner (the "General Partner") and BCTC V Assignor Corp., as assignor limited partner (the "Assignor Limited Partner")

Boston Capital Tax Credit Fund III L P – First Amendment to Agreement of Limited Partnership of Boston Capital Tax Credit Fund Iii L.P. (May 8th, 2018)

This First Amendment (this "First Amendment") to Agreement of Limited Partnership of Boston Capital Tax Credit Fund III L.P. (the "Partnership") dated as of January 27, 1992 (the "Partnership Agreement") is entered into effective as of May 3, 2018 by and between Boston Capital Associates III L.P., as general partner (the "General Partner") and BCTC III Assignor Corp., as assignor limited partner (the "Assignor Limited Partner")

Amendment to Amended Agreement of Limited Partnership to Authorize Special Allocations (May 3rd, 2018)

This Amendment to the Amended Agreement of Limited Partnership of PS Business Parks, L.P., a California limited partnership (the "Partnership"), dated as of January 1, 2017, amends the Agreement of Limited Partnership of the Partnership dated as of March 17, 1998, as previously amended, by and among PS Business Parks, Inc. (the "General Partner") and all of the Limited Partners, who are described in the attached Exhibit A (the "Partnership Agreement").

PS Business Parks, Inc. – Amendment to Amended Agreement of Limited Partnership to Authorize Special Allocations (May 3rd, 2018)

This Amendment to the Amended Agreement of Limited Partnership of PS Business Parks, L.P., a California limited partnership (the "Partnership"), dated as of January 1, 2017, amends the Agreement of Limited Partnership of the Partnership dated as of March 17, 1998, as previously amended, by and among PS Business Parks, Inc. (the "General Partner") and all of the Limited Partners, who are described in the attached Exhibit A (the "Partnership Agreement").

Cedar Fair Entertainment Company – First Amendment to Sixth Amended and Restated Agreement of Limited Partnership of Cedar Fair, L.P. (April 10th, 2018)

WHEREAS, the SIXTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of Cedar Fair, L.P., dated as of October 27, 2011 (Partnership Agreement), was entered by and among Cedar Fair Management, Inc. an Ohio corporation, as General Partner, and all Persons who are Limited Partners as of such date, together with the Persons who become Partners as provided herein; and

USA Compression Partners Lp – SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of USA COMPRESSION PARTNERS, LP a Delaware Limited Partnership Dated as of April 2, 2018 (April 6th, 2018)

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF USA COMPRESSION PARTNERS, LP, dated as of April 2, 2018, is entered into by and among USA Compression GP, LLC, a Delaware limited liability company, as the General Partner, together with any other Persons who are or become Partners in the Partnership or parties hereto as provided herein.

Cherry Hill Mortgage Investment Corp – SECOND AMENDMENT TO THE AGREEMENT OF LIMITED PARTNERSHIP OF CHERRY HILL OPERATING PARTNERSHIP, LP DESIGNATION OF ADDITIONAL 8.20% SERIES a CUMULATIVE REDEEMABLE PREFERRED UNITS April 5, 2018 (April 5th, 2018)

Pursuant to Sections 4.02 and 11.01 of the Agreement of Limited Partnership of Cherry Hill Operating Partnership, LP, as amended by that certain First Amendment to the Agreement of Limited Partnership of Cherry Hill Operating Partnership, LP (the "Partnership Agreement"), the General Partner hereby amends the Partnership Agreement as follows:

Phillips Edison Grocery Center REIT III, Inc. – First Amendment to Agreement of Limited Partnership of Phillips Edison Grocery Center Operating Partnership Iii, L.P. (March 13th, 2018)

This FIRST AMENDMENT to the AGREEMENT OF LIMITED PARTNERSHIP OF PHILLPS EDISON GROCERY CENTER OPERATING PARTNERSHIP III, L.P. (this "Amendment") is made effective as of _________, 2018 by Phillips Edison Grocery Center OP GP III, LLC, a Delaware limited liability company (the "General Partner"). Capitalized terms used but not defined herein will have the meanings ascribed to such terms in the Partnership Agreement (as defined below).

Buckeye Partners L.P. – Amendment No. 6 to Amended and Restated Agreement of Limited Partnership of Buckeye Partners, L.P. (March 5th, 2018)

THIS AMENDMENT NO. 6 to the AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BUCKEYE PARTNERS, L.P. (this Amendment), dated as of March 2, 2018, 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 15.1 of the Amended and Restated Agreement of Limited Partnership of Buckeye Partners, L.P., dated as of November 19, 2010, as amended (the Partnership Agreement). Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

HIGHLY CONFIDENTIAL & TRADE SECRET BLACKSTONE REAL ESTATE DEBT STRATEGIES ASSOCIATES II L.P. AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP Dated February 15, 2018 Effective as of April 17, 2013 (March 1st, 2018)

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, dated February 15, 2018 and effective as of April 17, 2013 of Blackstone Real Estate Debt Strategies Associates II L.P., a Delaware limited partnership (the Partnership), by and between BREDS II GP L.L.C., a Delaware limited liability company (the General Partner), Christopher J. James (the Initial Limited Partner), as initial limited partner, and the limited partners listed in the books and records of the Partnership, as limited partners.

HIGHLY CONFIDENTIAL & TRADE SECRET BLACKSTONE REAL ESTATE DEBT STRATEGIES ASSOCIATES III L.P. AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP Dated February 15, 2018 Effective as of July 25, 2016 (March 1st, 2018)

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, dated February 15, 2018 and effective as of July 25, 2016 of Blackstone Real Estate Debt Strategies Associates III L.P., a Delaware limited partnership (the Partnership), by and between BREDS III GP L.L.C., a Delaware limited liability company (the General Partner) and the limited partners listed in the books and records of the Partnership, as limited partners.

Education Realty Operating Partnership L P – Agreement of Limited Partnership of Education Realty Operating Partnership, Lp (February 27th, 2018)

THIS THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, executed on February 22, 2018 (the "Agreement"), is entered into by and among Education Realty OP GP, Inc., a Delaware corporation, as the General Partner (as hereinafter defined), and the Persons whose names are set forth on the Partner Registry (as hereinafter defined) as Limited Partners, together with any other Persons who become Partners in Education Realty Operating Partnership, LP (the "Partnership") as provided herein.

Lasalle Hotel Properties – First Amendment to the Amended and Restated Agreement of Limited Partnership of LaSalle Hotel Operating Partnership, L.P. (February 20th, 2018)

This Amendment is made as of March 6, 2002 by and among LaSalle Hotel Properties, a Maryland real estate investment trust, as the general partner (the "Trust" or the "General Partner") of LaSalle Hotel Operating Partnership, L.P., a Delaware limited partnership (the "Partnership"), and as attorney-in-fact for the Persons named on Exhibit A to the Agreement of Limited Partnership of LaSalle Hotel Operating Partnership, L.P., dated as of April 29, 1998 (the "Partnership Agreement") for the purpose of amending the Partnership Agreement. Capitalized terms used herein and not defined shall have the meanings given to them in the Partnership Agreement.

Lasalle Hotel Properties – AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF LASALLE HOTEL OPERATING PARTNERSHIP, L.P. Dated as of April 29, 1998 (February 20th, 2018)

THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, dated as of April 29, 1998, is entered into by and among LaSalle Hotel Properties, a Maryland real estate investment trust, as the General Partner, and the Persons whose names are set forth on Exhibit A hereto as Limited Partners, together with any other Persons who become Partners in the Partnership as provided herein.

Silver Run Acquisition Corp II – AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SRII OPCO, LP Dated as of February 9, 2018 (February 9th, 2018)

This AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this Agreement) of SRII Opco, LP, a Delaware limited partnership (the Partnership), dated as of February 9, 2018, is adopted, executed and agreed to by and among SRII Opco GP, LLC, a Delaware limited liability company, as the sole general partner of the Partnership, and each of the Limited Partners (as defined herein) set forth on the signature pages hereto.

Industrial Property Trust Inc. – First Amendment to Agreement of Limited Partnership of Build-To-Core Industrial Partnership Ii Lp (February 6th, 2018)

THIS FIRST AMENDMENT (this Amendment) to the Agreement of Limited Partnership of Build-To-Core Industrial Partnership II LP, a Delaware limited partnership (the Partnership), is entered into and shall be effective as of January 31, 2018 (the Effective Date), by and among (a) IPT BTC II GP LLC, a Delaware limited liability company, as general partner (the General Partner); (b) IPT BTC II LP LLC, a Delaware limited liability company, as a limited partner (the IPT Limited Partner and, together with the General Partner, collectively, the IPT Partners); (c) Industrial Property Advisors Sub IV LLC, a Delaware limited liability company (the Special Limited Partner), as a limited partner; (d) BCG BTC II Investors LLC, a Delaware limited liability company (the BCIG Limited Partner) , as a limited partner; (e) bcIMC (WCBAF) Realpool Global Investment Corporation, a Canadian corporation, as a limited partner (QuadReal WCBAF); (f) bcIMC (College) US Realty Inc., a Canadian corporation, as a limite

Teekay Offshore Partners Lp – Sixth Amended and Restated Agreement of Limited Partnership of Teekay Offshore Partners L.P. (January 23rd, 2018)

THIS SIXTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TEEKAY OFFSHORE PARTNERS L.P., dated as of January 23, 2018, is entered into by and between Teekay Offshore GP L.L.C., a Marshall Islands limited liability company, as the General Partner, and, solely with respect to Section 16.5(b), Teekay Holdings Limited, a Bermuda company, and Brookfield TK TOGP L.P., a Bermuda limited partnership, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties agree as follows:

Homeownusa – Amendment to Agreement of Limited Partnership Of (December 29th, 2017)

This Amendment (this "Amendment") to the Agreement of Limited Partnership (the "Partnership Agreement") of 150 CCM Black Oak, Ltd. (the "Company"), dated as of September 25, 2017, is hereby adopted by 150 Black Oak GP, Inc., a Texas corporation, whose address is 340 North Sam Houston Parkway East, Suite 140, Houston, Texas 77060, as general partner ("General Partner"), and each of the individuals or entities whose names are set forth on the Amended Exhibit A attached to this Amendment as limited partners (the "Limited Partners"). Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.