KUE Limited Partnership Agreement grants General Partner broad amendment powers to evade regulation

The Generai Partner will provide such periodic reports if engaged in any business other than acting as General Partner of KUE or if it owns any material assets other than an interest in KUE. 14.24. Indemnification KUE will indemnify, to the fullest extent permitted by applicable law, the General Partner, and its members, officers, directors, and employees, and at the General Partner's discretion, any other person providing services to KUE, its subsidiaries or joint ventures, ("Indemnified Persons") from and against loss because of any action performed by them on behalf of KUE or of the failure to take any action on behalf of KUE, unless such loss resulted from the indemnified Person acting in bad faith or the willful misconduct, fraud or gross negligence of such Indemnified Person, or a material breach of the Limited Partnership Agreement by such Indemnified Person. Indemnified persons may receive advances or be reimbursed for their expenses. 14,25. Amendment of the Limited Partnership Agreement Generally, the Limited Partnership Agreement may be amended with the consent of the General Partner. Subject to the exceptions specified in the Limited Partnership Agreement, amendments adversely affecting the Common LP Units may not be effected without a majority of the votes represented by Units held by investors. Notwithstanding the foregoing, the General Partner, acting reasonably and in good faith, may amend the Limited Partnership Agreement without the consent of any Limited Partner (a) to correct any typographical or similar ministerial errors; (b) to delete or add any provision required to be so deleted or added by applicable law or any government official having jurisdiction over KUE; (c) to cure any mistake or ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein; (d) to fake such actions as may be necessary (if any} to ensure that KUE will be treated as a partnership for U.S. federal income tax purposes; (e) to reflect the admission of any additional Limited Partner and otherwise to reflect such admission or an additional investment by a Limited Partner on the books and records of KUE pursuant to the General Partner’s power of attorney; (f) to take such actions as may be necessary (if any) to ensure that neither of KUE or the General Partner (or any subsidiary of the foregoing) will be subject to regulation under ERISA or the Investment Company Act; (g) to take such actions as may be necessary (if any) to ensure that the General Partner (or any Subsidiary} will not be subject to the Investment Advisers Act; (h) to reflect any increase in the number of Profits Participation LP Units approved by the Independent Commitiee and related changes in allocation and distribution provision; (i) to make changes negotiated with Limited Partners admitted in any subsequent closing of the offering, so long as such changes do not, in the good faith determination of the General Partner and with the approval of the Independent Committee, adversely affect the rights, obligations and economic interests of the existing Limited Partners: and (j) to the extent necessary to give effect to partnership interests issued to additional Limited Partners after the Offering Period. The General Partner shall provide prompt written notice of any such amendments to the Limited Partners. 14.26. Confidentiality Each Investor is subject to an obligation to keep KUE related information confidential, subject to limited exceptions. KUE or the General Partner will be entitled to enforce such obligations and take such actions to maintain the confidentiality of KUE related information, including without limitation withholding any periodic or financial reports (with the approval of the Independent Committee} from an Investor that has violated its confidentiality obligations. 128 HOUSE_OVERSIGHT_024561