Common use of Amendments Without Consent Clause in Contracts

Amendments Without Consent. Notwithstanding Sections 7.3.B and 14.2 hereof but subject to the terms of any Partnership Unit Designation with respect to Partnership Interests then outstanding, the General Partner shall have the power, without the Consent of the Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1) 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; (2) to reflect the admission, substitution or withdrawal of Partners, the Transfer of any Partnership Interest or the termination of the Partnership in accordance with this Agreement, and to amend Exhibit A in connection with such admission, substitution, withdrawal or Transfer; (3) to reflect a change that is of an inconsequential nature or does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or 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; (4) subject to Section 16.7, to set forth or amend the designations, preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption of the Holders of any additional Partnership Interests issued pursuant to Article 4; (5) to reflect the termination of the class of Series A Preferred Units if and from the time that all of the Series A Preferred Units shall no longer be, or be deemed to be, outstanding for any purpose; (6) to reflect any change to the designation or terms of the Series B Preferred Units as set forth in Article 17 or otherwise in this Agreement; (7) 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 (collectively, “Legal Requirements”); (8) (a) to reflect such changes as are reasonably necessary for the General Partner to maintain its status as a REIT or to satisfy the REIT Requirements or (b) to reflect the Transfer of all or any part of a Partnership Interest among the General Partner and any Disregarded Entity with respect to the General Partner; (9) to modify either or both of the manner in which items of Net Income or Net Loss are allocated pursuant to Article 6 or the manner in which Capital Accounts are adjusted, computed, or maintained (but in each case only to the extent otherwise provided in this Agreement); or (10) the issuance of additional Partnership Interests in accordance with Section 4.2. The General Partner will provide reasonably prompt advance written notice to the Limited Partners whenever the General Partner proposes to take any of the foregoing actions under this Section 7.3.C.

Amendments Without Consent. Notwithstanding Sections 7.3.B and 14.2 hereof but subject to the terms of any Partnership Unit Designation with respect to Partnership Interests then outstanding, the General Partner shall have the power, without the Consent of the Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1) 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; (2) to reflect the admission, substitution or withdrawal of Partners, the Transfer of any Partnership Interest or the termination of the Partnership in accordance with this Agreement, and to amend Exhibit A in connection with such admission, substitution, withdrawal or Transfer; (3) to reflect a change that is of an inconsequential nature or does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or 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; (4) subject to Section 16.7, to set forth or amend the designations, preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption of the Holders of any additional Partnership Interests issued pursuant to Article 4; (5) to reflect the termination of the class of Series A Preferred Units if and from the time that all of the Series A Preferred Units shall no longer be, or be deemed to be, outstanding for any purpose; (6) to reflect any change to the designation or terms of the Series B Preferred Units as set forth in Article 17 or otherwise in this Agreement; (7) 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 (collectively, “Legal Requirements”); (8) 7) (a) to reflect such changes as are reasonably necessary for the General Partner to maintain its status as a REIT or to satisfy the REIT Requirements or (b) to reflect the Transfer of all or any part of a Partnership Interest among the General Partner and any Disregarded Entity with respect to the General Partner; (9) 8) to modify either or both of the manner in which items of Net Income or Net Loss are allocated pursuant to Article 6 or the manner in which Capital Accounts are adjusted, computed, or maintained (but in each case only to the extent otherwise provided in this Agreement); or (109) the issuance of additional Partnership Interests in accordance with Section 4.2. The General Partner will provide reasonably prompt advance written notice to the Limited Partners whenever the General Partner proposes to take any of the foregoing actions under this Section 7.3.C.

Amendments Without Consent. Notwithstanding Sections 7.3.B and 14.2 hereof but subject to the terms of any Partnership Unit Designation with respect to Partnership Interests then outstanding, the General Partner Board shall have the power, without the Consent of the PartnersMembers or the consent or approval of any Member or any other Person, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1) to add to the obligations of the General Partner MIC or surrender any right or power granted to the General Partner MIC or any Affiliate of the General Partner MIC for the benefit of the Limited PartnersMembers; (2) to reflect the admission, substitution or withdrawal of PartnersMembers, the Transfer of any Partnership Interest or the termination of the Partnership Company in accordance with this Agreement, or the adjustment of outstanding LTIP Units as contemplated by Section 18.3, Performance Units as contemplated by Section 19.3, or Class A Units as contemplated by Section 20.2, and to amend Exhibit A update the Register in connection with such admission, substitution, withdrawal withdrawal, Transfer or Transferadjustment; (3) to reflect a change that is of an inconsequential nature or does not adversely affect the Limited Partners Members in any material respect, or to cure any ambiguity, correct or 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; (4) subject to Section 16.7, to set forth or amend the designations, preferences, conversion or and other rights, voting powers, restrictions, limitations as to distributions, qualifications or and terms or and conditions of redemption of the Holders of any additional Partnership Interests issued pursuant to Article 4; (5) to reflect any change to the termination of the class of Series A Preferred Units if and from the time that all designation or terms of the Series A Preferred Units shall no longer be, as set forth in Article 16 or be deemed to be, outstanding for any purposeotherwise in this Agreement; (6) to reflect any change to the designation or terms of the Series B 1 Preferred Units as set forth in Article 17 or otherwise in this Agreement; (7) to satisfy any requirements, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a Federal federal or state agency or contained in Federal federal or state law (collectively, “Legal Requirements”)law; (8) if MIC qualifies or intends to qualify as a REIT, (a) to reflect such changes as are reasonably necessary for the General Partner MIC to maintain its status as a REIT or to satisfy the REIT Requirements or (b) to reflect the Transfer of all or any part of a Partnership an Interest among the General Partner MIC and any Disregarded Entity with respect to the General PartnerEntity; (9) to modify either or both of the manner in which items of Net Income or Net Loss are allocated pursuant to Article 6 4 or the manner in which Capital Accounts are adjusted, computed, or maintained (but in each case only to the extent otherwise provided in this Agreement); or; (10) the issuance of additional Partnership Interests in accordance with Section 4.2. The General Partner will provide ; (11) as contemplated by the last sentence of Section 4.3; (12) to reflect any other modification to this Agreement as is reasonably prompt advance written notice to necessary for the Limited Partners whenever the General Partner proposes to take any business or operations of the foregoing actions under this Company or MIC and which does not violate Section 7.3.C.7.3.D; and (13) to effect or facilitate a Termination Transaction that, in accordance with Section 11.2.B(1) and/or (2), does not require the Consent of the Non-MIC Members and, if the Company is the Surviving Company in any Termination Transaction, to modify Section 15.1 or any related definitions to provide that the holders of interests in such Surviving Company have rights that are consistent with Section 11.2.B(2).

Amendments Without Consent. Notwithstanding Sections 7.3.B and 14.2 hereof but subject to the terms of any Partnership Unit Designation with respect to Partnership Interests then outstanding, the General Partner shall have the power, without the Consent of the PartnersPartners or the consent or approval of any Limited Partner or any other Person, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1) 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; (2) to reflect the admission, substitution or withdrawal of Partners, the Transfer of any Partnership Interest or the termination of the Partnership in accordance with this Agreement, or the adjustment of outstanding LTIP Units as contemplated by Section 18.3, Performance Units as contemplated by Section 19.3, or Class A Units as contemplated by Section 20.2, and to amend Exhibit A update the Register in connection with such admission, substitution, withdrawal withdrawal, Transfer or Transferadjustment; (3) to reflect a change that is of an inconsequential nature or does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or 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; (4) subject to Section 16.7, to set forth or amend the designations, preferences, conversion or and other rights, voting powers, restrictions, limitations as to distributions, qualifications or and terms or and conditions of redemption of the Holders of any additional Partnership Interests issued pursuant to Article 4; (5) to reflect any change to the termination of the class of Series A Preferred Units if and from the time that all designation or terms of the Series A Preferred Units shall no longer be, as set forth in Article 16 or be deemed to be, outstanding for any purposeotherwise in this Agreement; (6) to reflect any change to the designation or terms of the Series B 1 Preferred Units as set forth in Article 17 or otherwise in this Agreement; (7) to satisfy any requirements, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a Federal federal or state agency or contained in Federal federal or state law (collectively, “Legal Requirements”)law; (8) (a) to reflect such changes as are reasonably necessary for the General Partner to maintain its status as a REIT or to satisfy the REIT Requirements or (b) to reflect the Transfer of all or any part of a Partnership Interest among the General Partner and any Disregarded Entity with respect to the General Partner; (9) to modify either or both of the manner in which items of Net Income or Net Loss are allocated pursuant to Article 6 VI or the manner in which Capital Accounts are adjusted, computed, or maintained (but in each case only to the extent otherwise provided in this Agreement); or; (10) the issuance of additional Partnership Interests in accordance with Section 4.2. The ; (11) as contemplated by the last sentence of Section 4.3; (12) to reflect any other modification to this Agreement as is reasonably necessary for the business or operations of the Partnership or the General Partner will provide reasonably prompt advance written notice and which does not violate Section 7.3.D; (13) to effect or facilitate a Termination Transaction that, in accordance with Section 11.2.B(1) and/or (2), does not require the Consent of the Limited Partners whenever and, if the General Partner proposes Partnership is the Surviving Partnership in any Termination Transaction, to take modify Section 15.1 or any related definitions to provide that the holders of interests in such Surviving Partnership have rights that are consistent with Section 11.2B(2); (14) to reflect any change to the designation or terms of the foregoing actions under Series A Preferred Units as set forth in Article 16 or otherwise in this Section 7.3.C.Agreement; and (15) to reflect any change to the designation or terms of the Series 1 Preferred Units as set forth in Article 17 or otherwise in this Agreement.

Amendments Without Consent. Notwithstanding Sections 7.3.B and 14.2 hereof but subject to the terms of any Partnership Unit Designation with respect to Partnership Interests then outstanding, the General Partner shall have the power, without the Consent of the Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1) 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; (2) to reflect the admission, substitution or withdrawal of Partners, the Transfer of any Partnership Interest or the termination of the Partnership in accordance with this Agreement, or the adjustment of outstanding LTIP Units as contemplated by Section 18.3 or Performance Units as contemplated by Section 19.3, and to amend Exhibit A in connection with such admission, substitution, withdrawal or Transfer; (3) to reflect a change that is of an inconsequential nature or does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or 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; (4) subject to Section 16.7, to set forth or amend the designations, preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption of the Holders of any additional Partnership Interests issued pursuant to Article 4; (5) to reflect the termination of the class of Series A Preferred Units if and from the time that all of the Series A Preferred Units shall no longer be, or be deemed to be, outstanding for any purpose; (6) to reflect any change to the designation or terms of the Series B Preferred Units as set forth in Article 17 or otherwise in this Agreement; (7) 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 (collectively, “Legal Requirements”);; LA\4346025.6 (8) (a) to reflect such changes as are reasonably necessary for the General Partner to maintain its status as a REIT or to satisfy the REIT Requirements or (b) to reflect the Transfer of all or any part of a Partnership Interest among the General Partner and any Disregarded Entity with respect to the General Partner; (9) to modify either or both of the manner in which items of Net Income or Net Loss are allocated pursuant to Article 6 or the manner in which Capital Accounts are adjusted, computed, or maintained (but in each case only to the extent otherwise provided in this Agreement); or (10) the issuance of additional Partnership Interests in accordance with Section 4.2. The General Partner will provide reasonably prompt advance written notice to the Limited Partners whenever the General Partner proposes to take any of the foregoing actions under this Section 7.3.C.

Amendments Without Consent. Notwithstanding Sections 7.3.B and 14.2 hereof but subject to the terms of any Partnership Unit Designation with respect to Partnership Interests then outstanding, the General Partner shall have the power, without the Consent of the PartnersPartners or the consent or approval of any Limited Partner or any other Person, to amend this Agreement as may be required to facilitate or implement any of the following purposes:: 44 (1) 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; (2) to reflect the admission, substitution or withdrawal of Partners, the Transfer of any Partnership Interest or the termination of the Partnership in accordance with this Agreement, and to amend Exhibit A update the Register in connection with such admission, substitution, withdrawal withdrawal, Transfer or Transferadjustment; (3) to reflect a change that (i) is of an inconsequential or ministerial nature or and does not adversely affect the Limited Partners in any material respect, respect or to cure (ii) cures any ambiguity, correct ambiguity or supplement corrects 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; (4) subject to Section 16.7, to set forth forth, amend or amend reflect any change to the designations, preferences, conversion or and other rights, voting powers, restrictions, limitations as to distributions, qualifications or and terms or and conditions of redemption of the Holders of any additional Partnership Interests issued pursuant to Article 4; (5) to reflect the termination of the class of Series A Preferred Units if and from the time that all of the Series A Preferred Units shall no longer be, or be deemed to be, outstanding for any purpose; (6) to reflect any change to the designation or terms of the Series B Preferred Units as set forth in Article 17 or otherwise in this Agreement; (7) to satisfy any requirements, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a Federal federal or state agency or contained in Federal federal or state law (collectively, “Legal Requirements”)law; (8) 6) (a) to reflect such changes as are reasonably necessary for the General REIT Limited Partner or CMCT to maintain its status as a REIT or to satisfy the REIT Requirements or (b) to reflect the Transfer of all or any part of a Partnership Interest among the General Partner and any Disregarded Entity with respect to the General Partner; (97) to modify either or both of the manner in which items of Net Income or Net Loss are allocated pursuant to Article 6 or the manner in which Capital Accounts are adjusted, computed, or maintained (but in each case only to the extent otherwise provided in this Agreement); ormaintained; (10) 8) the issuance of additional Partnership Interests in accordance with Section 4.2. The ; (9) as contemplated by (a) the last sentence of Section 4.3.D(1) or (b) Section 4.4; (10) to reflect any other modification to this Agreement as is reasonably necessary for the business or operations of the Partnership or the General Partner will provide reasonably prompt advance written notice and which does not violate Section 7.3.D; (11) to effect or facilitate a Termination Transaction that, in accordance with Section 11.2.B(1) and/or (2), does not require the Consent of the Limited Partners whenever and, if the General Partner proposes Partnership is the Surviving Partnership in any Termination Transaction, to take modify 45 Section 15.1 or any related definitions to provide that the holders of interests in such Surviving Partnership have rights that are consistent with Section 11.2.B(2); (12) to reflect a change required by governmental body or agency or to comply with applicable law, which, in each case, are deemed to be for the benefit or protection of the foregoing actions under this Section 7.3.C.Limited Partners; (13) to satisfy any requirement, condition or guideline contained in any opinion, directive, order, statute, ruling or regulation of any federal, state or non-U.S. governmental entity, so long as such change is made in a manner that minimizes any adverse effect on the Limited Partners; and (14) to reflect any change to Exhibit C.

Amendments Without Consent. Notwithstanding Sections 7.3.B and 14.2 hereof but subject to the terms of any Partnership Unit Designation with respect to Partnership Interests then outstanding, the General Partner Board shall have the power, without the Consent of the PartnersMembers or the consent or approval of any Member or any other Person, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1) to add to the obligations of the General Partner MIC or surrender any right or power granted to the General Partner MIC or any Affiliate of the General Partner MIC for the benefit of the Limited PartnersMembers; (2) to reflect the admission, substitution or withdrawal of PartnersMembers, the Transfer of any Partnership Interest or the termination of the Partnership Company in accordance with this Agreement, or the adjustment of outstanding LTIP Units as contemplated by Section 19.3, Performance Units as contemplated by Section 20.3, or Class A Units as contemplated by Section 21.2, and to amend Exhibit A update the Register in connection with such admission, substitution, withdrawal withdrawal, Transfer or Transferadjustment; (3) to reflect a change that is of an inconsequential nature or does not adversely affect the Limited Partners Members in any material respect, or to cure any ambiguity, correct or 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; (4) subject to Section 16.7, to set forth or amend the designations, preferences, conversion or and other rights, voting powers, restrictions, limitations as to distributions, qualifications or and terms or and conditions of redemption of the Holders of any additional Partnership Interests issued pursuant to Article 4; (5) to reflect any change to the termination of the class of Series A Preferred Units if and from the time that all designation or terms of the Series A Preferred Units shall no longer be, as set forth in Article 16 or be deemed to be, outstanding for any purposeotherwise in this Agreement; (6) to reflect any change to the designation or terms of the Series B 1 Preferred Units as set forth in Article 17 or otherwise in this Agreement; (7) to reflect any change to the designation or terms of the Series 2 Preferred Units as set forth in Article 18 or otherwise in this Agreement; (8) to satisfy any requirements, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a Federal federal or state agency or contained in Federal federal or state law (collectively, “Legal Requirements”)law; (8) 9) if MIC qualifies or intends to qualify as a REIT, (a) to reflect such changes as are reasonably necessary for the General Partner MIC to maintain its status as a REIT or to satisfy the REIT Requirements or (b) to reflect the Transfer of all or any part of a Partnership an Interest among the General Partner MIC and any Disregarded Entity with respect to the General PartnerEntity; (910) to modify either or both of the manner in which items of Net Income or Net Loss are allocated pursuant to Article 6 4 or the manner in which Capital Accounts are adjusted, computed, or maintained (but in each case only to the extent otherwise provided in this Agreement); or; (1011) the issuance of additional Partnership Interests in accordance with Section 4.2. The General Partner will provide ; (12) as contemplated by the last sentence of Section 4.3; (13) to reflect any other modification to this Agreement as is reasonably prompt advance written notice to necessary for the Limited Partners whenever the General Partner proposes to take any business or operations of the foregoing actions under this Company or MIC and which does not violate Section 7.3.C.7.3.D; and (14) to effect or facilitate a Termination Transaction that, in accordance with Section 11.2.B(1) and/or (2), does not require the Consent of the Non-MIC Members and, if the Company is the Surviving Company in any Termination Transaction, to modify Section 15.1 or any related definitions to provide that the holders of interests in such Surviving Company have rights that are consistent with Section 11.2.B(2).

Amendments Without Consent. Notwithstanding Sections 7.3.B and 14.2 hereof but subject to the terms of any Partnership Unit Designation with respect to Partnership Interests then outstanding, the General Partner shall have the power, without the Consent of the PartnersPartners or the consent or approval of any Limited Partner or any other Person, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1) 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; (2) to reflect the admission, substitution or withdrawal of Partners, the Transfer of any Partnership Interest or the termination of the Partnership in accordance with this Agreement, and to amend Exhibit A update the Register in connection with such admission, substitution, withdrawal withdrawal, Transfer or Transfer;adjustment; 37 (3) to reflect a change that (i) is of an inconsequential or ministerial nature or and does not adversely affect the Limited Partners in any material respect, respect or to cure (ii) cures any ambiguity, correct ambiguity or supplement corrects 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; (4) subject to Section 16.7, to set forth forth, amend or amend reflect any change to the designations, preferences, conversion or and other rights, voting powers, restrictions, limitations as to distributions, qualifications or and terms or and conditions of redemption of the Holders of any additional Partnership Interests issued pursuant to Article 4; (5) to reflect the termination of the class of Series A Preferred Units if and from the time that all of the Series A Preferred Units shall no longer be, or be deemed to be, outstanding for any purpose; (6) to reflect any change to the designation or terms of the Series B Preferred Units as set forth in Article 17 or otherwise in this Agreement; (7) to satisfy any requirements, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a Federal federal or state agency or contained in Federal federal or state law (collectively, “Legal Requirements”)law; (8) 6) (a) to reflect such changes as are reasonably necessary for the General REIT Limited Partner or CMCT to maintain its status as a REIT or to satisfy the REIT Requirements or (b) to reflect the Transfer of all or any part of a Partnership Interest among the General Partner and any Disregarded Entity with respect to the General Partner; (97) to modify either or both of the manner in which items of Net Income or Net Loss are allocated pursuant to Article 6 or the manner in which Capital Accounts are adjusted, computed, or maintained (but in each case only to the extent otherwise provided in this Agreement); ormaintained; (10) 8) the issuance of additional Partnership Interests in accordance with Section 4.2. The ; (9) as contemplated by (a) the last sentence of Section 4.3.D(1) or (b) Section 4.4; (10) to reflect any other modification to this Agreement as is reasonably necessary for the business or operations of the Partnership or the General Partner will provide reasonably prompt advance written notice and which does not violate Section 7.3.D; (11) to effect or facilitate a Termination Transaction that, in accordance with Section 11.2.B(1) and/or (2), does not require the Consent of the Limited Partners whenever and, if the General Partner proposes Partnership is the Surviving Partnership in any Termination Transaction, to take modify Section 15.1 or any related definitions to provide that the holders of interests in such Surviving Partnership have rights that are consistent with Section 11.2.B(2); (12) to reflect a change required by governmental body or agency or to comply with applicable law, which, in each case, are deemed to be for the benefit or protection of the foregoing actions under this Section 7.3.C.Limited Partners; (13) to satisfy any requirement, condition or guideline contained in any opinion, directive, order, statute, ruling or regulation of any federal, state or non-U.S. governmental entity, so long as such change is made in a manner that minimizes any adverse effect on the Limited Partners; and (14) to reflect any change to Exhibit C.

Amendments Without Consent. Notwithstanding Sections 7.3.B and 14.2 hereof but subject to the terms of any Partnership Unit Designation with respect to Partnership Interests then outstanding, the General Partner shall have the power, without the Consent of the Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1) 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; (2) to reflect the admission, substitution or withdrawal of Partners, the Transfer of any Partnership Interest or the termination of the Partnership in accordance with this Agreement, or the adjustment of outstanding LTIP Units as contemplated by Section 18.3 or Performance Units as contemplated by Section 19.3, and to amend Exhibit A in connection with such admission, substitution, withdrawal or Transfer; (3) to reflect a change that is of an inconsequential nature or does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or 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; (4) subject to Section 16.7, to set forth or amend the designations, preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption of the Holders of any additional Partnership Interests issued pursuant to Article 4; (5) to reflect the termination of the class of Series A Preferred Units if and from the time that all of the Series A Preferred Units shall no longer be, or be deemed to be, outstanding for any purpose; (6) to reflect any change to the designation or terms of the Series B Preferred Units as set forth in Article 17 or otherwise in this Agreement; (7) 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 (collectively, “Legal Requirements”);; LA\4346025.7 (8) (a) to reflect such changes as are reasonably necessary for the General Partner to maintain its status as a REIT or to satisfy the REIT Requirements or (b) to reflect the Transfer of all or any part of a Partnership Interest among the General Partner and any Disregarded Entity with respect to the General Partner; (9) to modify either or both of the manner in which items of Net Income or Net Loss are allocated pursuant to Article 6 or the manner in which Capital Accounts are adjusted, computed, or maintained (but in each case only to the extent otherwise provided in this Agreement); or (10) the issuance of additional Partnership Interests in accordance with Section 4.2. The General Partner will provide reasonably prompt advance written notice to the Limited Partners whenever the General Partner proposes to take any of the foregoing actions under this Section 7.3.C.

Amendments Without Consent. Notwithstanding Sections 7.3.B and 14.2 hereof but subject to the terms of any Partnership Unit Designation with respect to Partnership Interests then outstanding, the General Partner shall have the power, without the Consent of the PartnersPartners or the consent or approval of any Limited Partner or any other Person, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1) 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; (2) to reflect the admission, substitution or withdrawal of Partners, the Transfer of any Partnership Interest or the termination of the Partnership in accordance with this Agreement, or the adjustment of outstanding LTIP Units as contemplated by Section 18.3, Performance Units as contemplated by Section 19.3, or Class A Units as contemplated by Section 20.2, and to amend Exhibit A update the Register in connection with such admission, substitution, withdrawal withdrawal, Transfer or Transferadjustment; (3) to reflect a change that is of an inconsequential nature or does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or 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; (4) subject to Section 16.7, to set forth or amend the designations, preferences, conversion or and other rights, voting powers, restrictions, limitations as to distributions, qualifications or and terms or and conditions of redemption of the Holders of any additional Partnership Interests issued pursuant to Article 4; (5) to reflect any change to the termination of the class of Series A Preferred Units if and from the time that all designation or terms of the Series A Preferred Units shall no longer be, as set forth in Article 16 or be deemed to be, outstanding for any purposeotherwise in this Agreement; (6) to reflect any change to the designation or terms of the Series B 1 Preferred Units as set forth in Article 17 or otherwise in this Agreement; (7) to satisfy any requirements, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a Federal federal or state agency or contained in Federal federal or state law (collectively, “Legal Requirements”)law; (8) if the General Partner qualifies or intends to qualify as a REIT, (a) to reflect such changes as are reasonably necessary for the General Partner to maintain its status as a REIT or to satisfy the REIT Requirements or (b) to reflect the Transfer of all or any part of a Partnership Interest among the General Partner and any Disregarded Entity with respect to the General Partner; (9) to modify either or both of the manner in which items of Net Income or Net Loss are allocated pursuant to Article 6 4 or the manner in which Capital Accounts are adjusted, computed, or maintained (but in each case only to the extent otherwise provided in this Agreement); or; (10) the issuance of additional Partnership Interests in accordance with Section 4.2. The ; (11) as contemplated by the last sentence of Section 4.3; (12) to reflect any other modification to this Agreement as is reasonably necessary for the business or operations of the Partnership or the General Partner will provide reasonably prompt advance written notice and which does not violate Section 7.3.D; and (13) to effect or facilitate a Termination Transaction that, in accordance with Section 11.2.B(1) and/or (2), does not require the Consent of the Limited Partners whenever and, if the General Partner proposes Partnership is the Surviving Partnership in any Termination Transaction, to take modify Section 15.1 or any related definitions to provide that the holders of the foregoing actions under this interests in such Surviving Partnership have rights that are consistent with Section 7.3.C.11.2.B(2).

Amendments Without Consent. Notwithstanding Sections 7.3.B and 14.2 hereof but subject to the terms of any Partnership Unit Designation with respect to Partnership Interests then outstanding, the General Partner shall have the power, without the Consent of the Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1) 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; (2) to reflect the admission, substitution or withdrawal of Partners, the Transfer of any Partnership Interest or the termination of the Partnership in accordance with this Agreement, and to amend Exhibit A in connection with such admission, substitution, withdrawal or Transfer; (3) to reflect a change that is of an inconsequential nature or does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or 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; (4) subject to Section 16.7, to set forth or amend the designations, preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption of the Holders of any additional Partnership Interests issued pursuant to Article 4; (5) to reflect the termination of the class of Series A Preferred Class B Units if and from the time that all of the Series A Preferred Class B Units shall no longer be, or be deemed to be, outstanding for any purpose; (6) to reflect any change to the designation or terms of the Series B Preferred Units as set forth in Article 17 or otherwise in this Agreement; (7) 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 (collectively, “Legal Requirements”); (8) 7) (a) to reflect such changes as are reasonably necessary for the General Partner GTJ REIT to maintain its status as a REIT or to satisfy the REIT Requirements or (b) to reflect the Transfer of all or any part of a Partnership Interest among the General Partner and any Disregarded Entity with respect to the General Partner; (9) 8) to modify either or both of the manner in which items of Net Income or Net Loss are allocated pursuant to Article 6 or the manner in which Capital Accounts are adjusted, computed, or maintained (but in each case only to the extent otherwise provided in this Agreement); or (109) the issuance of additional Partnership Interests in accordance with Section 4.2. The General Partner will provide reasonably prompt advance written notice to the Limited Partners whenever the General Partner proposes to take any of the foregoing actions under this Section 7.3.C.

Amendments Without Consent. Notwithstanding Sections 7.3.B and 14.2 hereof but subject to the terms of any Partnership Unit Designation with respect to Partnership Interests then outstanding, the General Partner shall have the power, without the Consent of the PartnersPartners or the consent or approval of any Limited Partner or any other Person, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1) 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; (2) to reflect the admission, substitution or withdrawal of Partners, the Transfer of any Partnership Interest or the termination of the Partnership in accordance with this Agreement, or the adjustment of outstanding LTIP Units as contemplated by Section 18.3 or Performance Units as contemplated by Section 19.3, and to amend Exhibit A update the Register in connection with such admission, substitution, withdrawal withdrawal, Transfer or Transferadjustment; (3) to reflect a change that is of an inconsequential nature or does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or 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; (4) subject to Section 16.7, to set forth or amend the designations, preferences, conversion or and other rights, voting powers, restrictions, limitations as to distributions, qualifications or and terms or and conditions of redemption of the Holders of any additional Partnership Interests issued pursuant to Article 4; (5) to reflect any change to the termination of the class of Series A Preferred Units if and from the time that all designation or terms of the Series A Preferred Units shall no longer be, as set forth in Article 16 or be deemed to be, outstanding for any purposeotherwise in this Agreement; (6) to reflect any change to the designation or terms of the Series B 1 Preferred Units as set forth in Article 17 or otherwise in this Agreement; (7) to satisfy any requirements, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a Federal federal or state agency or contained in Federal federal or state law (collectively, “Legal Requirements”)law; (8) (a) to reflect such changes as are reasonably necessary for the General Partner to maintain its status as a REIT or to satisfy the REIT Requirements or (b) to reflect the Transfer of all or any part of a Partnership Interest among the General Partner and any Disregarded Entity with respect to the General Partner; (9) to modify either or both of the manner in which items of Net Income or Net Loss are allocated pursuant to Article 6 VI or the manner in which Capital Accounts are adjusted, computed, or maintained (but in each case only to the extent otherwise provided in this Agreement); or; (10) the issuance of additional Partnership Interests in accordance with Section 4.2. The ; (11) as contemplated by the last sentence of Section 4.3; (12) to reflect any other modification to this Agreement as is reasonably necessary for the business or operations of the Partnership or the General Partner will provide reasonably prompt advance written notice and which does not violate Section 7.3.D; (13) to effect or facilitate a Termination Transaction that, in accordance with Section 11.2.B(1) and/or (2), does not require the Consent of the Limited Partners whenever and, if the General Partner proposes Partnership is the Surviving Partnership in any Termination Transaction, to take modify Section 15.1 or any related definitions to provide that the holders of interests in such Surviving Partnership have rights that are consistent with Section 11.2B(2); (14) to reflect any change to the designation or terms of the foregoing actions under Series A Preferred Units as set forth in Article 16 or otherwise in this Section 7.3.C.Agreement; and (15) to reflect any change to the designation or terms of the Series 1 Preferred Units as set forth in Article 17 or otherwise in this Agreement.