Invesco Mortgage Capital Inc. Sample Contracts

INVESCO MORTGAGE CAPITAL INC.andThe Bank of New York Mellon,TrusteeINDENTUREDated as of ,Providing for Issuance of Subordinated Debt Securities in Series
Invesco Mortgage Capital Inc. • March 29th, 2016 • Real estate investment trusts • New York

THIS INDENTURE between INVESCO MORTGAGE CAPITAL INC., a Maryland corporation (hereinafter called the “Company”) having its principal office at 1555 Peachtree Street N.E., Atlanta, Georgia 30309, and The Bank of New York Mellon, as trustee (hereinafter called the “Trustee”), is made and entered into as of _________________, _______.

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INVESCO MORTGAGE CAPITAL INC. and The Bank of New York Mellon, Trustee INDENTURE Dated as of , Providing for Issuance of Subordinated Debt Securities in Series
Invesco Mortgage Capital Inc. • February 27th, 2019 • Real estate investment trusts • New York

THIS INDENTURE between INVESCO MORTGAGE CAPITAL INC., a Maryland corporation (hereinafter called the “Company”) having its principal office at 1555 Peachtree Street N.E., Atlanta, Georgia 30309, and The Bank of New York Mellon, as trustee (hereinafter called the “Trustee”), is made and entered into as of , .

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MANAGEMENT AGREEMENT
Management Agreement • August 12th, 2009 • Invesco Mortgage Capital Inc. • Real estate investment trusts • New York

THIS MANAGEMENT AGREEMENT is made as of July 1, 2009 by and among INVESCO MORTGAGE CAPITAL INC., a Maryland corporation (the “Company”), IAS OPERATING PARTNERSHIP LP, a Delaware limited partnership (the “Operating Partnership”), IAS ASSET I LLC, a Delaware limited liability company (“Asset I”), and INVESCO INSTITUTIONAL (N.A.), INC., a Delaware corporation (together with its permitted assignees, the “Manager”).

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14,000,000 Shares INVESCO MORTGAGE CAPITAL INC. Common Stock UNDERWRITING AGREEMENT
Management Agreement • August 16th, 2019 • Invesco Mortgage Capital Inc. • Real estate investment trusts • New York
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24,000,000 Shares INVESCO MORTGAGE CAPITAL INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • February 4th, 2021 • Invesco Mortgage Capital Inc. • Real estate investment trusts • New York
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INVESCO MORTGAGE CAPITAL INC. and Trustee INDENTURE Dated as of ________, ___ Providing for Issuance of Senior Debt Securities in Series
Invesco Mortgage Capital Inc. • May 27th, 2011 • Real estate investment trusts • New York

THIS INDENTURE between INVESCO MORTGAGE CAPITAL INC., a Maryland corporation (hereinafter called the “Company”) having its principal office at Two Peachtree Pointe, 1555 Peachtree Street N.E., Atlanta, Georgia 30309, and __________________, as trustee (hereinafter called the “Trustee”), is made and entered into as of _________, __.

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The Atlantic Building
Invesco Mortgage Capital Inc. • February 23rd, 2023 • Real estate investment trusts

We have represented Invesco Mortgage Capital, Inc., a Maryland corporation (the “Company”), in connection with the issuance and sale by the Company of up to 16,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), pursuant to an equity distribution agreement, dated February 23, 2023 (the “Equity Distribution Agreement”), by and among the Company, IAS Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), Invesco Advisers, Inc., a Delaware corporation, JMP Securities, LLC and JonesTrading Institutional Services LLC. This opinion letter is being furnished in accordance with the requirements of Item 16 of the Securities and Exchange Commission’s (the “Commission”) Form S-3 and Item 601(b)(8) of Regulation S-K under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”). Capitalized terms used in this opinion letter and not otherwise defined herein shall have the meani

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FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF IAS OPERATING PARTNERSHIP, LP a Delaware limited partnership THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),...
Invesco Agency Securities Inc. • August 22nd, 2008 • Real estate investment trusts • Delaware

THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, dated as of [Ÿ], 2008, is entered into by and among Invesco Agency Securities Inc., a Maryland corporation (the “General Partner”), and the limited partners set forth on Exhibit A hereto (as it may be amended from time to time) (each, a “Limited Partner”).

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Invesco Mortgage Capital Inc. 16,000,000 Shares of Common Stock EQUITY DISTRIBUTION AGREEMENT Dated: February 23, 2023
Management Agreement • February 23rd, 2023 • Invesco Mortgage Capital Inc. • Real estate investment trusts • New York
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INVESCO MORTGAGE CAPITAL INC. PRIVATE PLACEMENT PURCHASE AGREEMENT
Private Placement Purchase Agreement • August 12th, 2009 • Invesco Mortgage Capital Inc. • Real estate investment trusts • New York

PRIVATE PLACEMENT PURCHASE AGREEMENT (this “Agreement”) made as of this 25th day of June, 2009, by and between Invesco Mortgage Capital Inc., a Maryland corporation (the “Company”), and Invesco Institutional (N.A.), Inc. (the “Purchaser”).

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SECOND AMENDMENT TO MANAGEMENT AGREEMENT
Management Agreement • February 22nd, 2016 • Invesco Mortgage Capital Inc. • Real estate investment trusts • New York

THIS AMENDMENT, effective as of July 1, 2015, by and among INVESCO MORTGAGE CAPITAL INC., a Maryland corporation (the “Company”), IAS OPERATING PARTNERSHIP LP, a Delaware limited partnership (the “Operating Partnership”), IAS ASSET I LLC, a Delaware limited liability company (“Asset I”) and INVESCO ADVISERS, INC., a Delaware corporation (formerly Invesco Institutional (N.A.), Inc., the “Manager”).

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SECOND AMENDMENT TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF IAS OPERATING PARTNERSHIP LP
Agreement • August 17th, 2015 • Invesco Mortgage Capital Inc. • Real estate investment trusts

The undersigned, as the General Partner of IAS Operating Partnership LP (the “Partnership”), hereby amends the Partnership’s First Amended and Restated Agreement of Limited Partnership, as heretofore amended (the “Partnership Agreement”), pursuant to Sections 4.3.A, 4.3.B and 7.3.C of the Partnership Agreement, to replace the term “IAS Partnership Units” in Section 4.3.B with “Limited Partner Partnership Units”, amend the current Exhibit A to read as provided in the attached Exhibit A and add a new Exhibit F to read as provided in the attached Exhibit F. In all other respects, the Partnership Agreement shall continue in full force and effect as amended hereby. Any capitalized terms used in this Amendment and not defined herein have the meanings given to them in the Partnership Agreement.

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•] Shares INVESCO MORTGAGE CAPITAL INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • January 6th, 2010 • Invesco Mortgage Capital Inc. • Real estate investment trusts • New York
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Invesco Mortgage Capital Inc. 45,000,000 Shares of Common Stock EQUITY DISTRIBUTION AGREEMENT Dated: November 30, 2020
Equity Distribution Agreement • November 30th, 2020 • Invesco Mortgage Capital Inc. • Real estate investment trusts • New York
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IAS OPERATING PARTNERSHIP LP PRIVATE PLACEMENT PURCHASE AGREEMENT
Private Placement Purchase Agreement • August 12th, 2009 • Invesco Mortgage Capital Inc. • Real estate investment trusts • New York

PRIVATE PLACEMENT PURCHASE AGREEMENT (this “Agreement”) made as of this 25th day of June, 2009, by and between IAS Operating Partnership LP, a Delaware limited partnership (the “Company”), and Invesco Investments (Bermuda) Ltd. (the “Purchaser”).

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INVESCO MORTGAGE CAPITAL INC. 2009 EQUITY INCENTIVE PLAN FORM OF OPTION AWARD AGREEMENT
Option Award Agreement • June 18th, 2009 • Invesco Mortgage Capital Inc. • Real estate investment trusts • New York

THIS OPTION AWARD AGREEMENT is by and between Invesco Mortgage Capital Inc., a Maryland corporation (the “Company”) and ____________ (the “Optionee”), dated as of the ______ day of ____________, 20__.

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FORM OF MANAGEMENT AGREEMENT
Form of Management Agreement • June 18th, 2009 • Invesco Mortgage Capital Inc. • Real estate investment trusts • New York

THIS MANAGEMENT AGREEMENT is made as of June ___, 2009 by and among INVESCO MORTGAGE CAPITAL INC., a Maryland corporation (the “Company”), IAS OPERATING PARTNERSHIP LP, a Delaware limited partnership (the “Operating Partnership”), IAS ASSET I LLC, a Delaware limited liability company (“Asset I”), and INVESCO INSTITUTIONAL (N.A.), INC., a Delaware corporation (together with its permitted assignees, the “Manager”).

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The Atlantic Building
Invesco Mortgage Capital Inc. • March 19th, 2019 • Real estate investment trusts

We have represented Invesco Mortgage Capital, Inc., a Maryland corporation (the “Company”), in connection with the issuance and sale by the Company of (a) up to 1,500,000 shares of 7.75% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), (b) up to 1,500,000 shares of 7.75% Fixed-to-Floating Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock”) and (c) up to 4,000,000 shares of 7.50% Fixed-to-Floating Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series C Preferred Stock” and, together with the Series A Preferred Stock and the Series B Preferred Stock, the “Preferred Stock”), pursuant to an equity distribution agreement, dated March 19, 2019 (the “Equity Distribution Agreement”), by and among the Company, IAS Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), Invesco Advisers, Inc., a Delaware corporation, a

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THIRD AMENDMENT TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF IAS OPERATING PARTNERSHIP LP
Agreement • November 7th, 2017 • Invesco Mortgage Capital Inc. • Real estate investment trusts

The undersigned, as the General Partner of IAS Operating Partnership LP (the “Partnership”), hereby amends the Partnership’s First Amended and Restated Agreement of Limited Partnership, as heretofore amended (the “Partnership Agreement”), pursuant to Sections 4.3.A, 4.3.B and 7.3.0 of the Partnership Agreement, to amend the current Exhibit A to read as provided in the attached Exhibit A and add a new Exhibit G to read as provided in the attached Exhibit G. In all other respects, the Partnership Agreement shall continue in full force and effect as amended hereby. Any capitalized terms used in this Amendment and not defined herein have the meanings given to them in the Partnership Agreement.

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INVESCO MORTGAGE CAPITAL INC. 2009 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT Non-transferable Award to [Grantee Name] (“Grantee” or “you”) by Invesco Mortgage Capital Inc. (“Company”) of [Number of Shares Granted] Restricted Stock...
Award Agreement • March 24th, 2010 • Invesco Mortgage Capital Inc. • Real estate investment trusts

This Grant shall be effective as of the Award Date set forth above. By accepting this Award Agreement, you acknowledge that you have received a copy of the Plan’s prospectus, that you have read and understood the following Terms and Conditions, which are incorporated herein by reference, and that you agree to the following Terms and Conditions and the terms of the Plan and this Award Agreement, which may be amended only by a written agreement signed by the Company and you. If you fail to accept this Award Agreement within sixty (60) days of the Award Date set forth above, the Company may determine that this Grant has been forfeited.

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INVESCO MORTGAGE CAPITAL INC. 2009 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT – TIME VESTING NON-EXECUTIVE DIRECTORS Non-transferable Invesco Mortgage Capital Inc. (“Company”) hereby awards to [Participant Name] (“Participant” or “you”)...
Restricted Stock Award Agreement • August 4th, 2021 • Invesco Mortgage Capital Inc. • Real estate investment trusts

This Award shall be effective as of the Grant Date set forth above. You acknowledge that you have received a copy of the Plan’s prospectus, that you have read and understood the following Terms and Conditions, which are incorporated herein by reference, and that you agree to the following Terms and Conditions and the terms of the Plan. The Shares issued pursuant to this Award are subject to the provisions of the Non-Executive Director Stock Ownership Policy or any successor policy of the Company.

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REGISTRATION RIGHTS AGREEMENT BY AND AMONG INVESCO MORTGAGE CAPITAL INC. AND CERTAIN PERSONS LISTED ON SCHEDULE 1 HERETO
Registration Rights Agreement • August 12th, 2009 • Invesco Mortgage Capital Inc. • Real estate investment trusts • New York

This REGISTRATION RIGHTS AGREEMENT is entered into as of July 1, 2009, by and among Invesco Mortgage Capital Inc., a Maryland corporation (the “Company”), and entities listed on Schedule 1 hereto (collectively, the “Invesco Purchaser”).

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37,500,000 Shares INVESCO MORTGAGE CAPITAL INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • June 1st, 2021 • Invesco Mortgage Capital Inc. • Real estate investment trusts • New York
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FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF
Management and Operations • August 12th, 2009 • Invesco Mortgage Capital Inc. • Real estate investment trusts • Delaware

THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, dated as of July 1, 2009, is entered into by and among Invesco Mortgage Capital Inc., a Maryland corporation (the “General Partner”), and the limited partners set forth on Exhibit A hereto (as it may be amended from time to time) (each, a “Limited Partner”).

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IAS OPERATING PARTNERSHIP LP INVESCO MORTGAGE CAPITAL INC. Registration Rights Agreement March 12, 2013
Registration Rights Agreement • March 15th, 2013 • Invesco Mortgage Capital Inc. • Real estate investment trusts • New York

IAS Operating Partnership LP, a Delaware limited partnership (the “Company”), proposes to issue and sell to the Initial Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) the Company’s 5.00% Exchangeable Senior Notes due 2018 (the “Notes”), exchangeable into common stock, par value $0.01 per share (“Invesco Mortgage Capital Common Stock”) of Invesco Mortgage Capital Inc., a Maryland corporation (“Invesco Mortgage Capital”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Initial Purchasers thereunder, the Company and Invesco Mortgage Capital agree with the Initial Purchasers for the benefit of Holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

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IAS OPERATING PARTNERSHIP LP, as Issuer, INVESCO MORTGAGE CAPITAL INC., as Guarantor, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of March 12, 2013 5.00% Exchangeable Senior Notes due 2018
Indenture • March 15th, 2013 • Invesco Mortgage Capital Inc. • Real estate investment trusts • New York

INDENTURE dated as of March 12, 2013 by and among IAS Operating Partnership LP, a Delaware limited partnership, as issuer (hereinafter called the “Issuer”), Invesco Mortgage Capital Inc., a Maryland corporation, as guarantor (hereinafter called “Invesco Mortgage Capital”), each having its principal office at 1555 Peachtree Street, N.E., Atlanta, Georgia 30309, and The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, as trustee hereunder (hereinafter called the “Trustee”).

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•] Shares INVESCO MORTGAGE CAPITAL INC. Common Stock UNDERWRITING AGREEMENT
Management Agreement • April 23rd, 2010 • Invesco Mortgage Capital Inc. • Real estate investment trusts • New York
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Invesco Mortgage Capital Inc. 75,000,000 Shares of Common Stock EQUITY DISTRIBUTION AGREEMENT Dated: November 3, 2021
Equity Distribution Agreement • November 3rd, 2021 • Invesco Mortgage Capital Inc. • Real estate investment trusts • New York
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THIRD AMENDMENT TO MANAGEMENT AGREEMENT
Management Agreement • November 7th, 2019 • Invesco Mortgage Capital Inc. • Real estate investment trusts • New York

THIS AMENDMENT is made as of November 6, 2019 by and among INVESCO MORTGAGE CAPITAL INC., a Maryland corporation (the “Company”), IAS OPERATING PARTNERSHIP LP, a Delaware limited partnership (the “Operating Partnership”), IAS ASSET I LLC, a Delaware limited liability company (“Asset I”) and INVESCO ADVISERS, INC., a Delaware corporation (formerly Invesco Institutional (N.A.), Inc., the “Manager”).

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INVESCO MORTGAGE CAPITAL INC. AMENDMENT NO. 1 TO THE EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • June 17th, 2021 • Invesco Mortgage Capital Inc. • Real estate investment trusts • New York
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The Atlantic Building
Invesco Mortgage Capital Inc. • December 19th, 2017 • Real estate investment trusts

We have represented Invesco Mortgage Capital Inc., a Maryland corporation (the “Company”), in connection with the issuance and sale by the Company of up to 17,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-210454) filed with the Securities and Exchange Commission on March 29, 2016 (the “Registration Statement”), the prospectus dated March 29, 2016 contained therein, and the related prospectus supplement, dated December 18, 2017 (collectively, the “Prospectus”). The shares of Common Stock are being issued and sold pursuant to the equity distribution agreement, dated December 18, 2017 (the “Equity Distribution Agreement”), by and among the Company, IAS Operating Partnership, LP, a Delaware limited partnership, Invesco Advisers, Inc., a Delaware corporation, and JMP Securities LLC, as placement agent. This opinion letter is being furnished in accordance with the requir

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INVESCO MORTGAGE CAPITAL INC. Common Stock $0.01 Par Value DISTRIBUTION AGENCY AGREEMENT
Management Agreement • August 31st, 2012 • Invesco Mortgage Capital Inc. • Real estate investment trusts • New York
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15,000,000 Shares INVESCO MORTGAGE CAPITAL INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • January 28th, 2013 • Invesco Mortgage Capital Inc. • Real estate investment trusts • New York

Any Securities received upon exercise of options granted to the undersigned will also be subject to this Agreement. A transfer of Securities to a family member of the undersigned or a trust of which the undersigned is a trustor and the beneficiaries are family members of the undersigned may be made, provided the transferee agrees to be bound in writing by the terms of this Agreement prior to such transfer, such transfer shall not involve a disposition for value and no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934 (the “Exchange Act”) shall be required or shall be voluntarily made in connection with such transfer (other than a filing on a Form 4 or 5 made after the expiration of the Lock-Up Period).

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FOURTH AMENDMENT TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF IAS OPERATING PARTNERSHIP LP
Agreement • February 20th, 2019 • Invesco Mortgage Capital Inc. • Real estate investment trusts

The undersigned, as the General Partner of IAS Operating Partnership LP (the “Partnership”), hereby amends the Partnership’s First Amended and Restated Agreement of Limited Partnership, as heretofore amended (the “Partnership Agreement”), pursuant to Sections 4.3.A, 4.3.B and 7.3.0 of the Partnership Agreement, to amend the current Exhibit A to read as provided in the attached Exhibit A. In all other respects, the Partnership Agreement shall continue in full force and effect as amended hereby. Any capitalized terms used in this Amendment and not defined herein have the meanings given to them in the Partnership Agreement.

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FIRST AMENDMENT TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF IAS OPERATING PARTNERSHIP LP
Agreement • March 1st, 2013 • Invesco Mortgage Capital Inc. • Real estate investment trusts

The undersigned, as the General Partner of IAS Operating Partnership LP (the “Partnership”), hereby amends the Partnership’s First Amended and Restated Agreement of Limited Partnership, as heretofore amended (the “Partnership Agreement”), pursuant to Sections 4.3.A, 4.3.B and 7.3.C of the Partnership Agreement, to add a new Exhibit A to read as provided in the attached Exhibit A and a new Exhibit E to read as provided in the attached Exhibit E. In all other respects, the Partnership Agreement shall continue in full force and effect as amended hereby. Any capitalized terms used in this Amendment and not defined herein have the meanings given to them in the Partnership Agreement.

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