General Partner Uses in Formation Clause

Formation from Third Amended and Restated Agreement

THIS THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF LANDMARK INFRASTRUCTURE PARTNERS LP, dated as of August 8, 2016, is entered into by and between LANDMARK INFRASTRUCTURE PARTNERS 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.

Formation. The General Partner and the original Limited Partners have previously formed the Partnership as a limited partnership pursuant to the provisions of the Delaware Act. The General Partner hereby amends and restates the Second Amended and Restated Agreement in its entirety, pursuant to Section 13.1 thereof (including Sections 13.1(d) and 13.1(g) thereof). This amendment and restatement shall become effective on the date of this Agreement. Except as expressly provided to the contrary in this Agreement, the rights, duties, liabilities and obligations of the Partners and the administration, dissolution and termination of the Partnership shall be governed by the Delaware Act. All Partnership Interests shall constitute personal property of the owner thereof for all purposes.

Formation from Second Amended and Restated Agreement

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CSI COMPRESSCO LP, a Delaware limited partnership (the Partnership), dated as of August 8, 2016, is entered into by CSI Compressco GP Inc., a Delaware corporation, in its capacity as the general partner of the Partnership, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein.

Formation. In accordance with Article IX of the 2011 Agreement, the General Partner hereby amends and restates the 2011 Agreement in its entirety. This amendment and restatement shall become effective on the date of this Agreement. Except as expressly provided to the contrary in this Agreement, the rights, duties (including fiduciary duties), liabilities and obligations of the Partners and the administration, dissolution and termination of the Partnership shall be governed by the Delaware Act. All Partnership Interests shall constitute personal property of the owner thereof for all purposes.

Formation from First Amended and Restated Agreement

This First Amended and Restated Agreement of Limited Partnership of Blanco River DevCo LP (the Partnership), dated effective as of [ ], 2016 (the Effective Date), is entered into by and between Blanco River DevCo GP LLC, a Delaware limited liability company (the General Partner), and NBL Midstream, LLC, a Delaware limited liability company (Limited Partner). In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:

Formation. The Partnership was previously formed as a limited partnership by the filing of the Certificate of Limited Partnership with the Secretary of State of the State of Delaware pursuant to the provisions of the Delaware Act and the execution of the Original LP Agreement. This Agreement amends and restates the Original LP Agreement in its entirety. Except as expressly provided in this Agreement, the rights, duties, liabilities and obligations of the Partners and the administration, dissolution and termination of the Partnership shall be governed by the Delaware Act. All Partnership Interests shall constitute personal property of the owner thereof for all purposes.

Formation from Agreement

THIS SIXTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PLAINS ALL AMERICAN PIPELINE, L.P. dated as of [*], 2016, effective on the date hereof, except with respect to Section 6.1(d)(xii), which is effective as of January 1, 2016, is entered into by and among PAA GP LLC, a Delaware limited liability company, as the General Partner, and the additional Persons that are or become Partners of the Partnership as provided herein.

Formation. The 2001 Predecessor General Partner and the Organizational Limited Partner have previously formed the Partnership as a limited partnership pursuant to the provisions of the Delaware Act. Except as expressly provided to the contrary in this Agreement, the rights, duties (including fiduciary duties), liabilities and obligations of the Partners and the administration, dissolution and termination of the Partnership shall be governed by the Delaware Act. All Partnership Interests shall constitute personal property of the owner thereof for all purposes and a Partner has no interest in specific Partnership property.

Formation from Fifth Amended and Restated Agreement

THIS FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TEEKAY OFFSHORE PARTNERS L.P., dated as of June 29, 2016, is entered into by and between Teekay Offshore GP L.L.C., a Marshall Islands limited liability company, as the General Partner, and Teekay Corporation, a Marshall Islands corporation, as the Organizational Limited Partner, 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:

Formation. The General Partner and the Organizational Limited Partner have previously formed the Partnership as a limited partnership pursuant to the provisions of the Marshall Islands Act and hereby amend and restate the Prior Agreement in its entirety. This amendment and restatement shall become effective on the date of this Agreement. Except as expressly provided to the contrary in this Agreement, the rights, duties (including fiduciary duties), liabilities and obligations of the Partners and the administration, dissolution and termination of the Partnership shall be governed by the Marshall Islands Act. All Partnership Interests shall constitute personal property of the owner thereof for all purposes and a Partner has no interest in specific Partnership property.

Formation from Third Amended and Restated Agreement

THIS THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NGL ENERGY PARTNERS LP (formerly known as Silverthorne Energy Partners LP) dated as of June 24, 2016 and effective as set forth in Section 16.8, is entered into by NGL Energy Holdings LLC, a Delaware limited liability company, as the General Partner, 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 hereto hereby agree as follows:

Formation. The General Partner hereby amends and restates the Second Amended and Restated Partnership Agreement in its entirety. This amendment and restatement shall become effective on the date of this Agreement. Except as expressly provided to the contrary in this Agreement, the rights, duties (including fiduciary duties), liabilities and obligations of the Partners and the administration, dissolution and termination of the Partnership shall be governed by the Delaware Act. All Partnership Interests shall constitute personal property of the owner thereof for all purposes.

Formation from Second Amended and Restated Agreement

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MEMORIAL PRODUCTION PARTNERS LP dated as of June 1, 2016 (the Second Restatement Date), is adopted by Memorial Production Partners GP LLC, a Delaware limited liability company, as the General Partner, to be effective among itself and the Limited Partners, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein.

Formation. The Partnership was previously formed as a limited partnership pursuant to the provisions of the Delaware Act and the parties hereto hereby amend and restate the Previous Agreement in its entirety. This amendment and restatement shall become effective on the date of this Agreement. Except as expressly provided to the contrary in this Agreement, the rights, duties (including fiduciary duties), liabilities and obligations of the Partners and the administration, dissolution and termination of the Partnership shall be governed by the Delaware Act. All Partnership Interests shall constitute personal property of the owner thereof for all purposes.

Formation from Partnership Agreement

This First Amended and Restated Limited Partnership Agreement of AHIT Valfre, LLP, a Maryland limited liability partnership (this "Agreement") is effective as of March ___, 2016 between AHIT Valfre GP, LLC, a Maryland limited liability company (the "General Partner" unless otherwise noted) and wholly-owned subsidiary of American Housing Income Trust, Inc., a Maryland corporation and reporting company under the rules promulgated by the United States Securities and Exchange Commission located at 34225 North 27th Drive, Building 5, Suite 238 in Phoenix, Arizona 85085, and the limited partner identified below in this introductory section (the "Limited Partner" or the "REIT Partner"). The General Partner and Limited Partner are sometimes collectively referred to as the "Partners" and individually as a "Partner." AHIT Valfre, LLP is referred to herein as the "Partnership".

Formation. The parties form the Partnership pursuant to the Act. The purpose and nature of the Partnership is (i) to conduct any business that may be lawfully conducted by a limited partnership organized pursuant to the Act; provided, however, that such business shall be limited to and conducted in such a manner as to permit AHIT, at all times to be classified as a REIT and avoid the imposition of federal income and excise taxes on the General Partner or AHIT, unless AHIT ceases to qualify, or is not qualified, as a REIT for any reason or reasons; (ii) to enter into any partnership, joint venture, limited liability company or other similar arrangement to engage in any of the foregoing or the ownership of interests in any entity engaged, directly or indirectly, in any of the foregoing; and (iii) to do anything necessary or incidental to the foregoing. Nothing in this Section 1.1 shall prevent AHIT from terminating its status as a REIT under the Code at any time (following which the proviso contained in clause (i) above shall no longer be applicable). Notwithstanding anything to the contrary herein, at all times prior to repayment of the Loan in full and the release or discharge of the Security Instrument, the sole purpose to be conducted or promoted by the Partnership is to engage in the following activities:

Formation from First Amended and Restated Agreement

THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BLACK STONE MINERALS, L.P., dated as of May 6, 2015 and is effective immediately prior to the Effective Time, is entered into by and among BLACK STONE MINERALS GP, L.L.C., a Delaware limited liability company, as the General Partner, and the Initial Limited Partners 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 hereto hereby agree as follows:

Formation. The Partnership was formed as a limited partnership pursuant to the provisions of the Delaware Act. The parties hereto hereby amend and restate the original Agreement of Limited Partnership of the Partnership (as heretofore amended) in its entirety. This amendment and restatement shall become effective immediately prior to the Effective Time on the date of this Agreement. Except as expressly provided to the contrary in this Agreement, the rights, duties (including fiduciary duties), liabilities and obligations of the Partners and the administration, dissolution and termination of the Partnership shall be governed by the Delaware Act.

Formation from Second Amended and Restated Agreement

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF LANDMARK INFRASTRUCTURE PARTNERS LP, dated as of April 4, 2016, is entered into by and between LANDMARK INFRASTRUCTURE PARTNERS 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.

Formation. The General Partner and the original Limited Partners have previously formed the Partnership as a limited partnership pursuant to the provisions of the Delaware Act. The General Partner hereby amends and restates the First Amended and Restated Agreement in its entirety, pursuant to Section 13.1 thereof (including Sections 13.1(d) and 13.1(g) thereof). This amendment and restatement shall become effective on the date of this Agreement. Except as expressly provided to the contrary in this Agreement, the rights, duties, liabilities and obligations of the Partners and the administration, dissolution and termination of the Partnership shall be governed by the Delaware Act. All Partnership Interests shall constitute personal property of the owner thereof for all purposes.