Common use of Amendments Not Requiring Limited Partner Approval Clause in Contracts

Amendments Not Requiring Limited Partner Approval. Subject to Section 14.1.C and 14.1.D, the General Partner shall have the power, without the Consent of the Limited Partners, to amend this Agreement as may be required to reflect any changes to this Agreement that the General Partner deems necessary or appropriate in its sole discretion. Without limitation, the General Partner shall have the power, without the Consent of the Limited Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (i) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (ii) to reflect the issuance of additional Partnership Units or the admission, substitution, termination, or withdrawal of Partners in accordance with this Agreement; (iii) to set forth or amend the designations, rights (including redemption rights that differ from those specified in Section 8.6), powers, duties, and preferences of Partnership Units issued pursuant to Section 4.2.A hereof; (iv) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity or correct any provision in this Agreement not inconsistent with law or with other provisions; (v) to reflect such changes as are reasonably necessary for the General Partner to maintain its status as a REIT, including changes which may be necessitated due to a change in applicable law (or an authoritative interpretation thereof) or a ruling of the IRS; (vi) to include provisions in this Agreement that may be referenced in any rulings, regulations, notices, announcements, or other guidance regarding the federal income tax treatment of compensatory partnership interests issued and made effective after the date hereof or in connection with any elections that the General Partner determines to be necessary or advisable in respect of any such guidance. Any such amendment may include, without limitation, (a) a provision authorizing or directing the General Partner to make any election under the such guidance, (b) a covenant by the Partnership and all of the Partners to agree to comply with the such guidance, (c) an amendment to the capital account maintenance provisions and the allocation provisions contained in this Agreement so that such provisions comply with (I) the provisions of the Code and the Regulations as they apply to the issuance of compensatory partnership interests and (II) the requirements of such guidance and any election made by the General Partner with respect thereto, including, a provision requiring “forfeiture allocations” as appropriate. Any such amendments to this Agreement shall be binding upon all Partners; and (vii) to satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law. The General Partner shall notify the Limited Partners when any action under this Section 14.1.B is taken.

Amendments Not Requiring Limited Partner Approval. Subject Notwithstanding Section 14.1.A but subject to Section 14.1.C and 14.1.D, the General Partner shall have the power, without the Consent of the Limited Partners, to amend this Agreement as may be required to reflect any changes to this Agreement that the General Partner deems necessary or appropriate in its sole discretion. Without limitation14.1.C, the General Partner shall have the power, without the Consent of the Limited Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (i1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (ii2) to reflect the issuance of additional Partnership Units or the admission, substitution, termination, or withdrawal of Partners in accordance with this AgreementAgreement (which may be effected through the replacement of the Partner Registry with an amended Partner Registry); (iii3) to set forth or amend the designations, rights (including redemption rights that differ from those specified in Section 8.6)rights, powers, duties, and preferences of the holders of any additional Partnership Units Interests issued pursuant to Section 4.2.A hereofArticle IV; (iv4) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity ambiguity, correct or correct supplement any provision in this Agreement not inconsistent with law or with other provisionsprovisions of this Agreement, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (v5) to reflect such changes as are reasonably necessary for the General Partner to maintain its status as satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a REITfederal, including changes which may be necessitated due to a change state or local agency or contained in applicable law (federal, state or an authoritative interpretation thereof) or a ruling of the IRSlocal law; (vi6) to modify the method by which Partners’ Capital Accounts, or any debits or credits thereto, are computed, in each case in accordance with Section 1.E of Exhibit B to this Agreement; and (7) to include provisions in this the Agreement that may be referenced in any rulings, regulations, notices, announcements, or other guidance regarding the federal income tax treatment of compensatory partnership interests issued and made effective after the date hereof or in connection with any elections that the General Partner determines to be necessary or advisable in respect of any such guidance. Any such amendment may include, without limitation, (a) a provision authorizing or directing the General Partner to make any election under the such guidance, (b) a covenant by the Partnership and that all of the Partners must (I) comply with the such guidance and (II) take all actions (or, as the case may be, not take any action) necessary, including providing the Partnership with any required information, to agree permit the Partnership to comply with the requirements set forth or referred to in the Regulations for such guidanceelection or other related guidance from the IRS, and (c) an amendment to the capital account maintenance provisions and the allocation provisions contained in Exhibit B or Exhibit C of this Agreement so that such provisions comply with (I) the provisions of the Code and the Treasury Regulations as they apply to the issuance of compensatory partnership interests and (II) the requirements of such guidance and any election made by the General Partner with respect thereto, including, a provision requiring “forfeiture allocations” as appropriate. Any such amendments to this Agreement shall be binding upon all Partners; and (vii) to satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law. The General Partner shall notify the Limited Partners in writing when any action under this Section 14.1.B is takentaken in the next regular communication to the Limited Partners or within ninety (90) days of the date thereof, whichever is earlier.

Amendments Not Requiring Limited Partner Approval. Subject Notwithstanding Section 14.1.A but subject to Section 14.1.C and 14.1.D, the General Partner shall have the power, without the Consent of the Limited Partners, to amend this Agreement as may be required to reflect any changes to this Agreement that the General Partner deems necessary or appropriate in its sole discretion. Without limitation14.1.C, the General Partner shall have the power, without the Consent of the Limited Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (i1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (ii2) to reflect the issuance of additional Partnership Units or the admission, substitution, termination, or withdrawal of Partners in accordance with this AgreementAgreement (which may be effected through the replacement of the Partner Registry with an amended Partner Registry); (iii3) to set forth or amend the designations, rights (including redemption rights that differ from those specified in Section 8.6)rights, powers, duties, and preferences of the holders of any additional Partnership Units Interests issued pursuant to Section 4.2.A hereofArticle IV; (iv4) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity ambiguity, correct or correct supplement any provision in this Agreement not inconsistent with law or with other provisionsprovisions of this Agreement, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (v5) to reflect such changes as are reasonably necessary for the General Partner to maintain its status as satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a REITfederal, including changes which may be necessitated due to a change state or local agency or contained in applicable law (federal, state or an authoritative interpretation thereof) or a ruling of the IRSlocal law; (vi6) to modify the method by which Partners’ Capital Accounts, or any debits or credits thereto, are computed, in each case in accordance with Section 1.E of Exhibit B to this Agreement; and (7) to include provisions in this the Agreement that may be referenced in any rulings, regulations, notices, announcements, or other guidance regarding the U.S. federal income tax treatment of compensatory partnership interests issued and made effective after the date hereof or in connection with any elections that the General Partner determines to be necessary or advisable in respect of any such guidance. Any such amendment may include, without limitation, (a) a provision authorizing or directing the General Partner to make any election under the such guidance, (b) a covenant by the Partnership and that all of the Partners must (I) comply with the such guidance and (II) take all actions (or, as the case may be, not take any action) necessary, including providing the Partnership with any required information, to agree permit the Partnership to comply with the requirements set forth or referred to in the Regulations for such guidanceelection or other related guidance from the IRS, and (c) an amendment to the capital account maintenance provisions and the allocation provisions contained in Exhibit B or Exhibit C of this Agreement so that such provisions comply with (I) the provisions of the Code and the Regulations as they apply to the issuance of compensatory partnership interests and (II) the requirements of such guidance and any election made by the General Partner with respect thereto, including, a provision requiring “forfeiture allocations” as appropriate. Any such amendments to this Agreement shall be binding upon all Partners; and (vii) to satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law. The General Partner shall notify the Limited Partners in writing when any action under this Section 14.1.B is takentaken in the next regular communication to the Limited Partners or within ninety (90) days of the date thereof, whichever is earlier.

Amendments Not Requiring Limited Partner Approval. Subject to Notwithstanding Section 14.1.C and 14.1.D14.1.A, the General Partner shall have the power, without the Consent of the Limited Partners, to amend this Agreement as may be required to reflect any changes to this Agreement that the General Partner deems necessary or appropriate in its sole discretion. Without limitation, the General Partner shall have the power, without the Consent of the Limited Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (i) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (ii) to reflect the issuance of additional Partnership Units or the admission, substitution, termination, or withdrawal of Partners in accordance with this Agreement; (iii) to set forth or amend the designations, rights (including redemption rights that differ from those specified in Section 8.6)rights, powers, duties, and preferences of the holders of any additional Partnership Units Interests issued pursuant to Section 4.2.A hereofArticle IV; (iv) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity ambiguity, correct or correct supplement any provision in this Agreement not inconsistent with law Applicable Law or with other provisionsprovisions of this Agreement, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with Applicable Law or with the provisions of this Agreement; (v) to reflect such changes as are reasonably necessary for the General Partner to maintain its status as a REIT, including changes which may be necessitated due to a change in applicable law (or an authoritative interpretation thereof) or a ruling of the IRS; (vi) to include provisions in this Agreement that may be referenced in any rulings, regulations, notices, announcements, or other guidance regarding the federal income tax treatment of compensatory partnership interests issued and made effective after the date hereof or in connection with any elections that the General Partner determines to be necessary or advisable in respect of any such guidance. Any such amendment may include, without limitation, (a) a provision authorizing or directing the General Partner to make any election under the such guidance, (b) a covenant by the Partnership and all of the Partners to agree to comply with the such guidance, (c) an amendment to the capital account maintenance provisions and the allocation provisions contained in this Agreement so that such provisions comply with (I) the provisions of the Code and the Regulations as they apply to the issuance of compensatory partnership interests and (II) the requirements of such guidance and any election made by the General Partner with respect thereto, including, a provision requiring “forfeiture allocations” as appropriate. Any such amendments to this Agreement shall be binding upon all Partners; and (vii) to satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a federal U.S. federal, state or state local agency or contained in U.S. federal, state or local law; (vi) to change the name of the Partnership, the location of the principal place of business of the Partnership, the registered agent of the Partnership or the registered office of the Partnership; (vii) to effect a change that, in the sole discretion of the General Partner, is necessary or appropriate to qualify or continue the qualification of the Partnership as a limited partnership or a partnership in which the limited partners have limited liability under the laws of any state or that is necessary or advisable in the opinion of the General Partner to ensure that the Partnership will not be treated as an association taxable as a corporation or otherwise taxed as an Entity for U.S. federal income tax purposes; (viii) to effect a change in the Fiscal Year or state taxable year of the Partnership and any changes that, in the sole discretion of the General Partner, are necessary or appropriate as a result of a change in the Fiscal Year or taxable year of the Partnership; (ix) to adopt an amendment that is necessary, in the opinion of counsel to the Partnership, to prevent the Partnership or the General Partner or its directors or officers from in any manner being subjected to the provisions of the Investment Company Act or the Advisers Act; (x) to take such actions contemplated in Section 7.9.E(ii); (xi) to adopt any amendment expressly permitted in this Agreement to be made by the General Partner acting alone; (xii) to reflect such actions as may be necessary or appropriate to avoid the Partnership assets being treated for any purpose of ERISA or Section 4975 of the Code as assets of any “employee benefit plan” as defined in and subject to ERISA or of any “plan” subject to Section 4975 of the Code (or any corresponding provisions of succeeding law) or to avoid the Partnership’s engaging in a prohibited transaction as defined in Section 406 of ERISA or Section 4975(c) of the Code; (xiii) to the extent the taxation of the “carried interest” of the Holders of Class B Units is adversely affected by any change in Applicable Law, as determined by the General Partner, in its sole discretion, to achieve tax efficiency with respect to the carried interest so long as such amendment does not adversely affect the interest of any Partner; and (xiv) to effect any other amendments of a substantially similar nature to the foregoing. The General Partner shall notify the Limited Partners when any action under this Section 14.1.B is takentaken in the next regular communication to the Limited Partners; provided, however, that no notice need be given of any amendment of this Agreement to reflect the admission, substitution, termination, or withdrawal of Partners in accordance with this Agreement. For purposes of the immediately preceding sentence, notwithstanding any other means by which the General Partner may provide any such notice to the Limited Partners, such notice requirement shall be deemed to have been satisfied upon the filing with the Commission by the Partnership of any amendment to this Agreement permitted under this Section 14.1.B as an exhibit to (i) a registration statement filed by the Partnership under the Securities Act or (ii) any report or other document filed by the Partnership under the Exchange Act.

Amendments Not Requiring Limited Partner Approval. Subject Notwithstanding Section 14.1.A but subject to Section 14.1.C and 14.1.D, the General Partner shall have the power, without the Consent of the Limited Partners, to amend this Agreement as may be required to reflect any changes to this Agreement that the General Partner deems necessary or appropriate in its sole discretion. Without limitation14.1.C, the General Partner shall have the power, without the Consent of the Limited Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (i1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (ii2) to reflect the issuance of additional Partnership Units or the admission, substitution, termination, or withdrawal of Partners in accordance with this AgreementAgreement (which may be effected through the replacement of the Partner Registry with an amended Partner Registry); (iii3) to set forth or amend the designations, rights (including redemption rights that differ from those specified in Section 8.6)rights, powers, duties, and preferences of the holders of any additional Partnership Units Interests issued pursuant to Section 4.2.A hereofArticle IV; (iv4) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity ambiguity, correct or correct supplement any provision in this Agreement not inconsistent with law or with other provisionsprovisions of this Agreement, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (v5) to reflect such changes as are reasonably necessary for the General Partner to maintain its status as satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a REITfederal, including changes which may be necessitated due to a change state or local agency or contained in applicable law (federal, state or an authoritative interpretation thereof) or a ruling of the IRSlocal law; (vi6) to modify the method by which Partners’ Capital Accounts, or any debits or credits thereto, are computed, under this Agreement; (7) to include provisions in this the Agreement that may be referenced in any rulings, regulations, notices, announcements, or other guidance regarding the U.S. federal income tax treatment of compensatory partnership interests issued and made effective after the date hereof or in connection with any elections that the General Partner determines to be necessary or advisable in respect of any such guidance. Any such amendment may include, without limitation, (a) a provision authorizing or directing the General Partner to make any election under the such guidance, (b) a covenant by the Partnership and that all of the Partners must (I) comply with the such guidance and (II) take all actions (or, as the case may be, not take any action) necessary, including providing the Partnership with any required information, to agree permit the Partnership to comply with the requirements set forth or referred to in the Regulations for such guidanceelection or other related guidance from the IRS, and (c) an amendment to the capital account Capital Account maintenance provisions and the allocation provisions contained in Exhibit B or Exhibit C of this Agreement so that such provisions comply with (I) the provisions of the Code and the Regulations as they apply to the issuance of compensatory partnership interests and (II) the requirements of such guidance and any election made by the General Partner with respect thereto, including, a provision requiring “forfeiture allocations” as appropriate. Any . (8) to take into account any Regulations or other guidance issued under or with respect to the BBA Rules in such amendments manner as the General Partner in its sole discretions determines to this Agreement shall be binding upon all Partnersnecessary or appropriate; and (vii9) to satisfy give effect to any requirements, conditions, or guidelines contained amendments adopted in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law. accordance with Section 11.6E. The General Partner shall notify the Limited Partners in writing when any action under this Section 14.1.B is takentaken in the next regular communication to the Limited Partners or within ninety (90) days of the date thereof, whichever is earlier.

Amendments Not Requiring Limited Partner Approval. Subject Notwithstanding Section 14.1.A but subject to Section 14.1.C and 14.1.D14.1.C, the General Partner shall have the power, without the Consent of the Limited Partners, to amend this Agreement as may be required to reflect any changes to this Agreement that the General Partner deems necessary or appropriate in its sole discretion. Without limitation, the General Partner shall have the power, without the Consent approval of the Limited Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (i1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (ii2) to reflect the issuance of additional Partnership Units or the admission, substitution, termination, or withdrawal of Partners in accordance with this AgreementAgreement (which may be effected through the replacement of the Partner Registry with an amended Partner Registry); (iii3) to set forth or amend the designations, rights (including redemption rights that differ from those specified in Section 8.6)rights, powers, duties, and preferences of the holders of any additional Partnership Units Interests issued pursuant to Section 4.2.A hereofArticle IV; (iv4) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity ambiguity, correct or correct supplement any provision in this Agreement not inconsistent with law or with other provisionsprovisions of this Agreement, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (v5) to reflect such changes as are reasonably necessary for the General Partner to maintain its status as satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a REITfederal, including changes which may be necessitated due to a change state or local agency or contained in applicable law (federal, state or an authoritative interpretation thereof) or a ruling of the IRSlocal law; (vi6) to modify the method by which Partners’ Capital Accounts, or any debits or credits thereto, are computed , in accordance with Section 1.E of Exhibit C to this Agreement; and (7) to include provisions in this the Agreement that may be referenced in any rulings, regulations, notices, announcements, or other guidance regarding the federal income tax treatment of compensatory partnership interests issued and made effective after the date hereof or in connection with any elections that the General Partner determines to be necessary or advisable in respect of any such guidance. Any such amendment may include, without limitation, (a) a provision authorizing or directing the General Partner to make any election under the such guidance, (b) a covenant by the Partnership and all of the Partners to agree to comply with the such guidance, (c) an amendment to the capital account maintenance provisions and the allocation provisions contained in Exhibit B or Exhibit C of this Agreement so that such provisions comply with (I) the provisions of the Code and the Treasury Regulations as they apply to the issuance of compensatory partnership interests and (II) the requirements of such guidance Guidance and any election made by the General Partner with respect thereto, including, a provision requiring “forfeiture allocations” as appropriate. Any such amendments to this Agreement shall be binding upon all Partners; and (vii) to satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state lawMembers. The General Partner shall notify the Limited Partners in writing when any action under this Section 14.1.B is takentaken in the next regular communication to the Limited Partners or within 90 days of the date thereof, whichever is earlier.

Amendments Not Requiring Limited Partner Approval. Subject to Section 14.1.C and 14.1.D, the General Partner shall have the power, without the Consent of the Limited Partners, to amend this Agreement as may be required to reflect any changes to this Agreement that the General Partner deems necessary or appropriate in its sole discretion. Without limitation, the General Partner shall have the power, without the Consent of the Limited Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (i) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (ii) to reflect the issuance of additional Partnership Units or the admission, substitution, termination, or withdrawal of Partners in accordance with this Agreement; (iii) to set forth or amend the designations, rights (including redemption rights that differ from those specified in Section 8.6), powers, duties, and preferences of Partnership Units issued pursuant to Section 4.2.A hereof; (iv) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity ambiguity, correct or correct supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (v) to reflect such changes as are reasonably necessary for the General Partner to maintain its status as a REIT, including changes which may be necessitated due to a change in applicable law (or an authoritative interpretation thereof) or a ruling of the IRS; (vi) to modify the manner in which Capital Accounts are computed; (vii) to include provisions in this Agreement that may be referenced in any rulings, regulations, notices, announcements, or other guidance regarding the federal income tax treatment of compensatory partnership interests issued and made effective after the date hereof or in connection with any elections that the General Partner determines to be necessary or advisable in respect of any such guidance. Any such amendment may include, without limitation, (a) a provision authorizing or directing the General Partner to make any election under the such guidance, (b) a covenant by the Partnership and all of the Partners to agree to comply with the such guidance, (c) an amendment to the capital account maintenance provisions and the allocation provisions contained in this Agreement so that such provisions comply with (I) the provisions of the Code and the Regulations as they apply to the issuance of compensatory partnership interests and (II) the requirements of such guidance and any election made by the General Partner with respect thereto, including, a provision requiring “forfeiture allocations” as appropriate. Any such amendments to this Agreement shall be binding upon all Partners; and (viiviii) to satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law. The General Partner shall notify the Limited Partners when any action under this Section 14.1.B is taken.

Amendments Not Requiring Limited Partner Approval. Subject to Section 14.1.C and 14.1.D, the General Partner shall have the sole and exclusive power, without the Consent of the Limited Partners, to amend this Agreement as may be required to reflect any changes to this Agreement that the General Partner deems necessary or appropriate in its sole and absolute discretion. Without limitation, the General Partner shall have the power, without the Consent of the Limited Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (i) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (ii) to reflect the issuance of additional Partnership Units or the admission, substitution, termination, or withdrawal of Partners in accordance with this Agreement; (iii) to set forth or amend the designations, rights (including redemption rights Redemption Rights that differ from those specified in Section 8.68.5 hereof), powers, duties, and preferences of Partnership Units issued pursuant to Section 4.2.A hereof; (iv) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity ambiguity, correct or correct supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (v) to reflect such changes as are reasonably necessary for the General Partner and/or the General Partner Entity, as applicable to maintain its status as a REIT, including changes which may be necessitated due to a change in applicable law (or an authoritative interpretation thereof) or a ruling of the IRS; (vi) to modify how Capital Accounts are computed; (vii) to include provisions in this Agreement that may be referenced in any rulings, regulations, notices, announcements, or other guidance regarding the federal income tax treatment of compensatory partnership interests issued and made effective after the date hereof or in connection with any elections that the General Partner determines to be necessary or advisable in respect of any such guidance. Any such amendment may include, without limitation, (a) a provision authorizing or directing the General Partner to make any election under the such guidance, (b) a covenant by the Partnership and all of the Partners to agree to comply with the such guidance, (c) an amendment to the capital account Capital Account maintenance provisions and the allocation provisions contained in this Agreement so that such provisions comply with (I) the provisions of the Code and the Regulations as they apply to the issuance of compensatory partnership interests and (II) the requirements of such guidance and any election made by the General Partner with respect thereto, including, a provision requiring “forfeiture allocations” as appropriate. Any such amendments to this Agreement shall be binding upon all Partners; and (viiviii) to satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law. The General Partner shall notify the Limited Partners when any action under this Section 14.1.B is taken.

Amendments Not Requiring Limited Partner Approval. Subject Notwithstanding Section 14.1.A but subject to Section 14.1.C and 14.1.D, the General Partner shall have the power, without the Consent of the Limited Partners, to amend this Agreement as may be required to reflect any changes to this Agreement that the General Partner deems necessary or appropriate in its sole discretion. Without limitation14.1.C, the General Partner shall have the power, without the Consent of the Limited Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (i1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (ii2) to reflect the issuance of additional Partnership Units or the admission, substitution, termination, or withdrawal of Partners in accordance with this AgreementAgreement (which may be effected through the replacement of the Partner Registry with an amended Partner Registry); (iii3) to set forth or amend the designations, rights (including redemption rights that differ from those specified in Section 8.6)rights, powers, duties, and preferences of the holders of any additional Partnership Units Interests issued pursuant to Section 4.2.A hereofArticle IV; (iv4) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity ambiguity, correct or correct supplement any provision in this Agreement not inconsistent with law or with other provisionsprovisions of this Agreement, to reflect a revision or change which expressly under the terms of this Agreement does not require the consent or approval of any Partner other than the General Partner, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (v5) to reflect such changes as are reasonably necessary for the General Partner to maintain its status as satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a REITfederal, including changes which may be necessitated due to a change state or local agency or contained in applicable law (federal, state or an authoritative interpretation thereof) or a ruling of the IRSlocal law; (vi6) to modify the method by which Partners’ Capital Accounts, or any debits or credits thereto, are computed, in each case in accordance with Section 1.E of Exhibit B to this Agreement; and (7) to include provisions in this the Agreement that may be referenced in any rulings, regulations, notices, announcements, or other guidance regarding the U.S. federal income tax treatment of compensatory partnership interests issued and made effective after the date hereof or in connection with any elections that the General Partner determines to be necessary or advisable in respect of any such guidance. Any such amendment may include, without limitation, (a) a provision authorizing or directing the General Partner to make any election under the such guidance, (b) a covenant by the Partnership and that all of the Partners must (I) comply with the such guidance and (II) take all actions (or, as the case may be, not take any action) necessary, including providing the Partnership with any required information, to agree permit the Partnership to comply with the requirements set forth or referred to in the Regulations for such guidanceelection or other related guidance from the IRS, and (c) an amendment to the capital account maintenance provisions and the allocation provisions contained in Exhibit B or Exhibit C of this Agreement so that such provisions comply with (I) the provisions of the Code and the Regulations as they apply to the issuance of compensatory partnership interests and (II) the requirements of such guidance and any election made by the General Partner with respect thereto, including, a provision requiring “forfeiture allocations” as appropriate. Any such amendments to this Agreement shall be binding upon all Partners; and (vii) to satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law. The General Partner shall notify the Limited Partners in writing when any action under this Section 14.1.B is takentaken in the next regular communication to the Limited Partners or within ninety (90) days of the date thereof, whichever is earlier.

Amendments Not Requiring Limited Partner Approval. Subject to Notwithstanding Section 14.1.C and 14.1.D14.1.A or 14.1.C, the General Partner shall have the power, without the Consent of the Limited Partners, to amend this Agreement as may be required to reflect any changes to this Agreement that the General Partner deems necessary or appropriate in its sole discretion. Without limitation, the General Partner shall have the power, without the Consent consent of the Limited Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (i1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (ii2) to reflect the issuance of additional Partnership Units or the admission, substitution, termination, or withdrawal of Partners in accordance with this Agreement; (iii3) to set forth or amend the designations, rights (including redemption rights that differ from those specified in Section 8.6)rights, powers, duties, and preferences of the holders of any additional Partnership Units Interests issued pursuant to Section 4.2.A hereofArticle IV; (iv4) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity ambiguity, correct or correct supplement any provision in this Agreement not inconsistent with law or with other provisions; (v) provisions of this Agreement, or make other changes with respect to reflect such changes as are reasonably necessary for the General Partner to maintain its status as a REIT, including changes which may be necessitated due to a change in applicable law (or an authoritative interpretation thereof) or a ruling of the IRS; (vi) to include provisions in matters arising under this Agreement that may will not be referenced in any rulings, regulations, notices, announcements, inconsistent with law or other guidance regarding the federal income tax treatment of compensatory partnership interests issued and made effective after the date hereof or in connection with any elections that the General Partner determines to be necessary or advisable in respect of any such guidance. Any such amendment may include, without limitation, (a) a provision authorizing or directing the General Partner to make any election under the such guidance, (b) a covenant by the Partnership and all of the Partners to agree to comply with the such guidance, (c) an amendment to the capital account maintenance provisions and the allocation provisions contained in this Agreement so that such provisions comply with (I) the provisions of the Code and the Regulations as they apply to the issuance of compensatory partnership interests and (II) the requirements of such guidance and any election made by the General Partner with respect thereto, including, a provision requiring “forfeiture allocations” as appropriate. Any such amendments to this Agreement shall be binding upon all PartnersAgreement; and (vii5) to satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a federal federal, state or state local agency or contained in federal federal, state or state local law. The General Partner shall notify the Limited Partners when any action under this Section 14.1.B is takentaken in the next regular communication to the Limited Partners; provided, however, that no notice need be given of any amendment of this Agreement to reflect the admission, substitution, termination, or withdrawal of Partners in accordance with this Agreement. For purposes of the immediately preceding sentence, notwithstanding any other means by which the General Partner may provide any such notice to the Limited Partners, such notice requirement shall be deemed to have been satisfied upon the filing with the Securities and Exchange Commission by the Partnership of any amendment to this Agreement permitted under this Section 14.1.B as an exhibit to (i) a registration statement filed by the Partnership under the Securities Act or (ii) any report or other document filed by the Partnership under the Exchange Act.

Amendments Not Requiring Limited Partner Approval. Subject Notwithstanding Section 14.1A but subject to Section 14.1.C and 14.1.D, the General Partner shall have the power, without the Consent of the Limited Partners, to amend this Agreement as may be required to reflect any changes to this Agreement that the General Partner deems necessary or appropriate in its sole discretion. Without limitation14.1C, the General Partner shall have the power, without the Consent of the Limited Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (i1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (ii2) to reflect the issuance of additional Partnership Units or the admission, substitution, termination, or withdrawal of Partners in accordance with this AgreementAgreement (which may be effected through the replacement of the Partner Registry with an amended Partner Registry); (iii3) to set forth or amend the designations, rights (including redemption rights that differ from those specified in Section 8.6)rights, powers, duties, and preferences of the holders of any additional Partnership Units Interests issued pursuant to Section 4.2.A hereofArticle IV; (iv4) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity ambiguity, correct or correct supplement any provision in this Agreement not inconsistent with law or with other provisionsprovisions of this Agreement, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (v5) to reflect such changes as are reasonably necessary for the General Partner to maintain its status as satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a REITU.S. federal, including changes which may be necessitated due to a change state or local agency or contained in applicable law (U.S. federal, state or an authoritative interpretation thereof) or a ruling of the IRSlocal law; (vi6) to modify the method by which Partners’ Capital Accounts, or any debits or credits thereto, are computed, in each case in accordance with Section 1.E of Exhibit B to this Agreement; and (7) to include provisions in this the Agreement that may be referenced in any rulings, regulations, notices, announcements, or other guidance regarding the U.S. federal income tax treatment of compensatory partnership interests issued and made effective after the date hereof or in connection with any elections that the General Partner determines to be necessary or advisable in respect of any such guidance. Any such amendment may include, without limitation, (a) a provision authorizing or directing the General Partner to make any election under the such guidance, (b) a covenant by the Partnership and that all of the Partners must (I) comply with the such guidance and (II) take all actions (or, as the case may be, not take any action) necessary, including providing the Partnership with any required information, to agree permit the Partnership to comply with the requirements set forth or referred to in the Regulations for such guidanceelection or other related guidance from the IRS, and (c) an amendment to the capital account maintenance provisions and the allocation provisions contained in Exhibit B or Exhibit C of this Agreement so that such provisions comply with (I) the provisions of the Code and the Treasury Regulations as they apply to the issuance of compensatory partnership interests and (II) the requirements of such guidance and any election made by the General Partner with respect thereto, including, a provision requiring “forfeiture allocations” as appropriate. Any such amendments to this Agreement shall be binding upon all Partners; and (vii) to satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law. The General Partner shall notify the Limited Partners in writing when any action under this Section 14.1.B 14.1B is takentaken in the next regular communication to the Limited Partners or within ninety (90) days of the date thereof, whichever is earlier.

Amendments Not Requiring Limited Partner Approval. Subject to Notwithstanding Section 14.1.C and 14.1.D14.1.A or 14.1.C, the General Partner shall have the power, without the Consent of the Limited Partners, to amend this Agreement as may be required to reflect any changes to this Agreement that the General Partner deems necessary or appropriate in its sole discretion. Without limitation, the General Partner shall have the power, without the Consent consent of the Limited Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (i1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (ii2) to reflect the issuance of additional Partnership Units or the admission, substitution, termination, or withdrawal of Partners in accordance with this AgreementAgreement (which may be effected through the replacement of Exhibit A with an amended Exhibit A); (iii3) to set forth or amend the designations, rights (including redemption rights that differ from those specified in Section 8.6)rights, powers, duties, and preferences of the holders of any additional Partnership Units Interests issued pursuant to Section 4.2.A hereofArticle IV; (iv4) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity ambiguity, correct or correct supplement any provision in this Agreement not inconsistent with law or with other provisions; (v) provisions of this Agreement, or make other changes with respect to reflect such changes as are reasonably necessary for the General Partner to maintain its status as a REIT, including changes which may be necessitated due to a change in applicable law (or an authoritative interpretation thereof) or a ruling of the IRS; (vi) to include provisions in matters arising under this Agreement that may will not be referenced in any rulings, regulations, notices, announcements, inconsistent with law or other guidance regarding the federal income tax treatment of compensatory partnership interests issued and made effective after the date hereof or in connection with any elections that the General Partner determines to be necessary or advisable in respect of any such guidance. Any such amendment may include, without limitation, (a) a provision authorizing or directing the General Partner to make any election under the such guidance, (b) a covenant by the Partnership and all of the Partners to agree to comply with the such guidance, (c) an amendment to the capital account maintenance provisions and the allocation provisions contained in this Agreement so that such provisions comply with (I) the provisions of the Code and the Regulations as they apply to the issuance of compensatory partnership interests and (II) the requirements of such guidance and any election made by the General Partner with respect thereto, including, a provision requiring “forfeiture allocations” as appropriate. Any such amendments to this Agreement shall be binding upon all PartnersAgreement; and (vii5) to satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a federal federal, state or state local agency or contained in federal federal, state or state local law. The General Partner shall notify the Limited Partners when any action under this Section 14.1.B is takentaken in the next regular communication to the Limited Partners; provided, however, that no notice need be given of any amendment of this Agreement to reflect the admission, substitution, termination, or withdrawal of Partners in accordance with this Agreement (whether or not effected through the replacement of Exhibit A with an amended Exhibit A). For purposes of the immediately preceding sentence, notwithstanding any other means by which the General Partner may provide any such notice to the Limited Partners, such notice requirement shall be deemed to have been satisfied upon the filing with the Securities and Exchange Commission by the Partnership of any amendment to this Agreement permitted under this Section 14.1.B as an exhibit to (i) a registration statement filed by the Partnership under the Securities Act or (ii) any report or other document filed by the Partnership under the Exchange Act.

Amendments Not Requiring Limited Partner Approval. Subject to Section 14.1.C and 14.1.D, the General Partner shall have the sole and exclusive power, without the Consent of the Limited Partners, to amend this Agreement as may be required to reflect any changes to this Agreement that the General Partner deems necessary or appropriate in its sole and absolute discretion. Without limitation, the General Partner shall have the power, without the Consent of the Limited Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (i) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (ii) to reflect the issuance of additional Partnership Units or the admission, substitution, termination, or withdrawal of Partners in accordance with this Agreement; (iii) to set forth or amend the designations, rights (including redemption rights Redemption Rights that differ from those specified in Section 8.68.5 hereof), powers, duties, and preferences of Partnership Units issued pursuant to Section 4.2.A hereof; (iv) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity ambiguity, correct or correct supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (v) to reflect such changes as are reasonably necessary for the General Partner to maintain its status as a REIT, including changes which may be necessitated due to a change in applicable law (or an authoritative interpretation thereof) or a ruling of the IRS; (vi) to modify how Capital Accounts are computed; (vii) to include provisions in this Agreement that may be referenced in any rulings, regulations, notices, announcements, or other guidance regarding the federal income tax treatment of compensatory partnership interests issued and made effective after the date hereof or in connection with any elections that the General Partner determines to be necessary or advisable in respect of any such guidance. Any such amendment may include, without limitation, (a) a provision authorizing or directing the General Partner to make any election under the such guidance, (b) a covenant by the Partnership and all of the Partners to agree to comply with the such guidance, (c) an amendment to the capital account Capital Account maintenance provisions and the allocation provisions contained in this Agreement so that such provisions comply with (I) the provisions of the Code and the Regulations as they apply to the issuance of compensatory partnership interests and (II) the requirements of such guidance and any election made by the General Partner with respect thereto, including, a provision requiring “forfeiture allocations” as appropriate. Any such amendments to this Agreement shall be binding upon all Partners; and (viiviii) to satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law. The General Partner shall notify the Limited Partners when any action under this Section 14.1.B is taken.

Amendments Not Requiring Limited Partner Approval. Subject to Section 14.1.C and 14.1.D, the General Partner shall have the sole and exclusive power, without the Consent of the Limited Partners, to amend this Agreement as may be required to reflect any changes to this Agreement that the General Partner deems necessary or appropriate in its sole and absolute discretion. Without limitation, the General Partner shall have the power, without the Consent of the Limited Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (i) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (ii) to reflect the issuance of additional Partnership Units or the admission, substitution, termination, or withdrawal of Partners in accordance with this Agreement; (iii) to set forth or amend the designations, rights (including redemption rights Redemption Rights that differ from those specified in Section 8.68.5 hereof), powers, duties, and preferences of Partnership Units issued pursuant to Section 4.2.A hereof; (iv) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity ambiguity, correct or correct supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (v) to reflect such changes as are reasonably necessary for the General Partner and/or the General Partner Entity, as applicable to maintain its status as a REIT, including changes which may be necessitated due to a change in applicable law (or an authoritative interpretation thereof) or a ruling of the IRS; (vi) to modify how Capital Accounts are computed; (vii) to include provisions in this Agreement that may be referenced in any rulings, regulations, notices, announcements, or other guidance regarding the federal income tax treatment of compensatory partnership interests issued and made effective after the date hereof or in connection with any elections that the General Partner determines to be necessary or advisable in respect of any such guidance. Any such amendment may include, without limitation, (a) a provision authorizing or directing the General Partner to make any election under the such guidance, (b) a covenant by the Partnership and all of the Partners to agree to comply with the such guidance, (c) an amendment to the capital account Capital Account maintenance provisions and the allocation provisions contained in this Agreement so that such provisions comply with (I) the provisions of the Code and the Regulations as they apply to the issuance of compensatory partnership interests and (II) the requirements of such guidance and any election made by the General Partner with respect thereto, including, a provision requiring “forfeiture allocations” as appropriate. Any such amendments to this Agreement shall be binding upon all Partners; and (viiviii) to satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law. The General Partner shall notify the Limited Partners when any action under this Section 14.1.B is taken.

Amendments Not Requiring Limited Partner Approval. Subject Notwithstanding Section 14.1.A but subject to Section 14.1.C and 14.1.D, the General Partner shall have the power, without the Consent of the Limited Partners, to amend this Agreement as may be required to reflect any changes to this Agreement that the General Partner deems necessary or appropriate in its sole discretion. Without limitation14.1.C, the General Partner shall have the power, without the Consent of the Limited Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (i1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (ii2) to reflect the issuance of additional Partnership Units or the admission, substitution, termination, or withdrawal of Partners in accordance with this AgreementAgreement (which may be effected through the replacement of the Partner Registry with an amended Partner Registry); (iii3) to set forth or amend the designations, rights (including redemption rights that differ from those specified in Section 8.6)rights, powers, duties, and preferences of the holders of any additional Partnership Units Interests issued pursuant to Section 4.2.A hereofArticle IV; (iv4) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity ambiguity, correct or correct supplement any provision in this Agreement not inconsistent with law or with other provisionsprovisions of this Agreement, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (v5) to reflect satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a federal, state or local agency or contained in federal, state or local law; (6) to modify the method by which Partners’ Capital Accounts, or any debits or credits thereto, are computed, in each case in accordance with Section 1.E of Exhibit B to this Agreement; (7) to take into account any Regulations or other guidance issued under or with respect to the BBA Rules in such changes manner as are reasonably necessary for the General Partner in its sole discretion determines to maintain its status as a REITbe necessary or appropriate, including changes which may be necessitated due any such Regulations relating to a change in applicable law (or an authoritative interpretation thereof) or a ruling the maintenance of the IRS;Capital Accounts; and (vi) 8) to include provisions in this the Agreement that may be referenced in any rulings, regulations, notices, announcements, or other guidance regarding the U.S. federal income tax treatment of compensatory partnership interests issued and made effective after the date hereof or in connection with any elections that the General Partner determines to be necessary or advisable in respect of any such guidance. Any such amendment may include, without limitation, (a) a provision authorizing or directing the General Partner to make any election under the such guidance, (b) a covenant by the Partnership and that all of the Partners must (I) comply with the such guidance and (II) take all actions (or, as the case may be, not take any action) necessary, including providing the Partnership with any required information, to agree permit the Partnership to comply with the requirements set forth or referred to in the Regulations for such guidanceelection or other related guidance from the IRS, and (c) an amendment to the capital account maintenance provisions and the allocation provisions contained in Exhibit B or Exhibit C of this Agreement so that such provisions comply with (I) the provisions of the Code and the Regulations as they apply to the issuance of compensatory partnership interests and (II) the requirements of such guidance and any election made by the General Partner with respect thereto, including, a provision requiring “forfeiture allocations” as appropriate. Any such amendments to this Agreement shall be binding upon all Partners; and (vii) to satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law. The General Partner shall notify the Limited Partners in writing when any action under this Section 14.1.B is takentaken in the next regular communication to the Limited Partners or within ninety (90) days of the date thereof, whichever is earlier.