Each member of the Advisory Committee shall be fully protected and justified with respect to any action or omission taken or suffered by him in good faith if such action or omission is taken or suffered in reliance upon and in accordance with the opinion or advice as to matters of law of legal counsel, or as to matters of accounting of accountants, or as to matters of valuation of investment bankers or appraisers, selected by any of them with reasonable care. SECTION 20. GENERAL PROVISIONS 20.1 Amendments. (a) This Agreement may be amended by an instrument in writing signed by the General Partner and Two-thirds in Interest of the Limited Partners (excluding any Interest held by the General Partner);provided, however, that: (1) the General Partner may amend this Agreement without the approval or consent of the Limited Partners: (A) to amend Exhibit A to reflect the name, number of Units held and Required Capital of each Partner as the same may change from time to time in accordance with the express provisions of this Agreement; (B) to allow the admission of a successor to the General Partner as the general partner of the Partnership in connection with a reorganization of the General Partner accomplished in accordance with Section 17; (C) to take such action in light of changing regulatory conditions as is necessary in order to permit the Partnership to continue in existence, subject to the requirement that the Limited Partners not be materially and adversely affected; 120