Exhibit 3.61
SECOND
AMENDMENT
TO
LIMITED PARTNERSHIP AGREEMENT
OF
W2007 FRESCA PROPCO, L.P.
Dated as of September 24,
2009
THIS SECOND AMENDMENT (this “
Second Amendment ”) TO THE LIMITED PARTNERSHIP
AGREEMENT OF W2007 FRESCA PROPCO, L.P. dated February 20, 2008
(the “ Partnership Agreement ”), as amended by
that FIRST AMENDMENT TO THE LIMITED PARTNERSHIP AGREEMENT OF W2007
FRESCA PROPCO, L.P. dated June 25, 2009, is entered into as of
September 24, 2009, by W2007 Fresca Gen-Par, L.L.C., a
Delaware limited liability company, as the general partner (“
General Partner ”), and W2007 ACEP First Mezzanine B
Borrower, L.P., a Delaware limited partnership, as the limited
partner (“ Limited Partner ”; and together with
General Partner, the “ Partners ”). All
capitalized terms used herein and not otherwise defined shall have
the meanings assigned to them in the Partnership
Agreement.
WHEREAS, W2007 Fresca Propco, L.P.
(the “ Partnership ”) and the Partners desire to
amend the Partnership Agreement to provide for certain
indemnification by the Partnership of the Partners and the
Partners’ respective stockholders, members, owners, partners,
directors, officers, employees and agents.
NOW, THEREFORE, the Partners hereby
amend the Partnership Agreement as follows:
1.
There shall be a new Section 28 of the Partnership Agreement
as follows:
28.
Indemnification of Indemnified Persons . To the
fullest extent permitted by applicable law, in the event that any
Partner, or any of its direct or indirect partners, directors,
managing directors, managers, officers, stockholders, employees,
agents, affiliates or controlling persons (an “
Indemnified Person ”) becomes involved, in any
capacity, in any threatened, pending or completed action,
proceeding or investigation, in connection with any matter arising
out of or relating to the Partnership’s business or affairs,
the Partnership will periodically reimburse such Indemnified Person
for its legal and other expenses (including the cost of any
investigation and preparation) incurred in connection therewith,
provided that such Indemnified Person shall promptly repay to the
Partnership the
