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APPENDIX (D) to add to the representations, duties or obligations of the General Partner, or to surrender any right granted to


the General Partner herein, for the benefit of the Limited Partners; (E) to cure any ambiguity, or to correct any clerical mistake or to correct or supplement any immatenal provision herein and to make changes that will not be inconsistent with this Agreement, to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state statute, in both cases, subject to the requirement that the Limited Partners not be materially and adversely affected and that the Advisory Committee has approved such amendment (which approval shall not be unreasonably withheld); (F) to make changes to ensure that the Partnership will not be treated as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes or to prevent the Partnership from in any manner being deemed an investment company subject to registration under the Investment Company Act or in connection with qualifying the Partnership to permit limited liability under the laws of any state or foreign junsdiction or to prevent the Partnership or any Partner from being materially and adversely affected because of legal restrictions applicable to any Partner or to the Partnership with respect to any Partner, provided that such change does not cause any BHC Partner to violate the BHC Act or otherwise materially and adversely affect the Limited Partners; (G) to change the name of the Partnership; (H) to take such action as may be necessary or appropriate to avoid the assets of the Partnership being treated for purposes of ERISA or Section 4975 of the Code as the assets of any employee benefit plan as defined in and subject to ERISA or of any plan or account subject to 121