Common use of Issuance of Additional Partnership Interests Clause in Contracts

Issuance of Additional Partnership Interests. (a) The General Partner is authorized to cause the Partnership to issue additional Partnership Interests (or options or warrants to acquire Partnership Interests) in the form of Partnership Units or other Partnership Interests in one or more series or classes to any Persons at any time or from time to time, on such terms and conditions as the General Partner shall establish in each case in its sole and absolute discretion subject to Delaware law, including, without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each class or series of Partnership Interests, (ii) the right of each class or series of Partnership Interests to share in Partnership distributions, and (iii) the rights of each class or series of Partnership Interest upon dissolution and liquidation of the Partnership; provided, that, no such Partnership Interests shall be issued to the General Partner unless either (A) the Partnership Interests are issued pursuant to Section 4.3, or (B) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class. (b) Subject to the limitations set forth in Sections 4.2(a) and 4.3(a), the General Partner may take such steps as it, in its sole and absolute discretion, deems necessary or appropriate to admit any Person as a Limited Partner of the Partnership in accordance with Section 12.2 or to issue any Partnership Interests, including, without limitation, amending the Certificate, Exhibit A or any other provision of this Agreement. (c) Without limiting the foregoing, the General Partner is expressly authorized to cause the Partnership to issue Partnership Interests (or options to acquire Partnership Interests) for less than fair market value, so long as the General Partner concludes in good faith that such issuance is in the interest of the Partnership and the Partners (for example, and not by way of limitation, the issuance of Partnership Units in connection with a Stock Incentive Plan providing for employee purchases of REIT Stock and corresponding Partnership Units at a discount from fair market value or employee options that have an exercise price that is less than the fair market value of the REIT Stock and corresponding Partnership Units covered by the option, either at the time of issuance or at the time of exercise).

Issuance of Additional Partnership Interests. (a) The General Partner is authorized to cause the Partnership to issue additional Partnership Interests (or options or warrants to acquire Partnership Interests) in the form of Partnership Units or other Partnership Interests in one or more series or classes to any Persons at any time or from time to time, on such terms and conditions as the General Partner shall establish in each case in its sole and absolute discretion subject to Delaware law, including, without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each class or series of Partnership Interests, (ii) the right of each class or series of Partnership Interests to share in Partnership distributions, and (iii) the rights of each class or series of Partnership Interest upon dissolution and liquidation of the Partnership; provided, that, no such Partnership Interests shall be issued to the General Partner unless either (A) the Partnership Interests are issued pursuant to Section 4.3, or (B) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class. (b) Subject to the limitations set forth in Sections 4.2(a) and 4.3(a), the General Partner may take such steps as it, in its sole and absolute discretion, deems necessary or appropriate to admit any Person as a Limited Partner of the Partnership in accordance with Section 12.2 or to issue any Partnership Interests, including, without limitation, amending the Certificate, Exhibit A or any other provision of this Agreement. (c) Without limiting the foregoing, the General Partner is expressly authorized to cause the Partnership to issue Partnership Interests (or options to acquire Partnership Interests) for less than fair market value, so long as the General Partner concludes in good faith that such issuance is in the interest of the Partnership and the Partners (for example, and not by way of limitation, the issuance of Partnership Units in connection with a Stock Incentive Option Plan providing for employee purchases of REIT Stock and corresponding Partnership Units at a discount from fair market value or employee options that have an exercise price that is less than the fair market value of the REIT Stock and corresponding Partnership Units covered by the option, either at the time of issuance or at the time of exercise).

Issuance of Additional Partnership Interests. (a) The General Partner is authorized to cause the Partnership to issue additional Partnership Interests (or options or warrants to acquire Partnership Interests) in the form of Partnership Units or other Partnership Interests in one or more series or classes to any Persons at any time or from time to time, on such terms and conditions as the General Partner shall establish in each case in its sole and absolute discretion subject to Delaware law, including, without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each class or series of Partnership Interests, (ii) the right of each class or series of Partnership Interests to share in Partnership distributions, and (iii) the rights of each class or series of Partnership Interest upon dissolution and liquidation of the Partnership; provided, that, no such Partnership Interests shall be issued to the General Partner unless either (A) the Partnership Interests are issued pursuant to Section 4.3, or (B) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class. (b) Subject to the limitations set forth in Sections 4.2(a), 4.3(a) and 4.3(a)14.1, the General Partner may take such steps as it, in its sole and absolute discretion, deems necessary or appropriate to admit any Person as a Limited Partner of the Partnership in accordance with Section 12.2 or to issue any Partnership Interests, including, without limitation, amending the Certificate, Exhibit A or any other provision of this Agreement. (c) Without limiting the foregoing, the General Partner is expressly authorized to cause the Partnership to issue Partnership Interests (or options to acquire Partnership Interests) for less than fair market value, so long as the General Partner concludes in good faith that such issuance is in the interest of the Partnership and the Partners (for example, and not by way of limitation, the issuance of Partnership Units in connection with a Stock Incentive Plan providing for employee purchases of REIT Stock and corresponding Partnership Units at a discount from fair market value or employee options that have an exercise price that is less than the fair market value of the REIT Stock and corresponding Partnership Units covered by the option, either at the time of issuance or at the time of exercise).

Issuance of Additional Partnership Interests. (a) The General Partner Partner, in its sole and absolute discretion, is hereby authorized without the approval of the Limited Partners or any other Person to cause the Partnership from time to time to issue to the Partners (including the General Partner, the Company and its Affiliates) or other Persons (including, without limitation, in connection with the contribution of tangible or intangible property, services or other consideration permitted by the Act to the Partnership) additional Partnership Interests (or options or warrants to acquire Partnership Interests) in the form of Partnership Units or other Partnership Interests in one or more classes, or one or more series of any of such classes, with such designations, preferences, and relative, participating, optional or classes to any Persons at any time or from time to timeother special rights, on such terms powers and conditions duties all as shall be determined by the General Partner shall establish in each case in its sole and absolute discretion subject to Delaware law, including, without limitation, (i) rights, powers, and duties senior to one or more classes or series of Partnership Interests and any other Common Units outstanding or thereafter issued; (ii) the allocations rights to an allocation of items of Partnership income, gain, loss, deduction deduction, and credit to each such class or series of Partnership Interests, ; (iiiii) the right rights to an allocation of certain indebtedness of the Partnership pursuant to Code Section 752; (iv) the rights of each such class or series of Partnership Interests to share in Partnership distributions, and ; (iiiv) the rights of each such class or series of Partnership Interest Interests upon dissolution and liquidation of the Partnership; provided(vi) the right to vote, thatif any, of each such class or series of Partnership Interests and (vii) the rights of any class or series of Partnership Interests issued in connection with any tax protection agreement or any other similar arrangement; provided that no such additional Partnership Units or other Partnership Interests shall be issued to the General Partner or the Company or any direct or indirect wholly owned Subsidiary of the Company, unless either (Aa)(1) the additional Partnership Interests are issued in connection with the grant, award or issuance of REIT Shares, other shares of capital stock or New Securities of the Company pursuant to Section 4.34.2E that have designations, preferences and other rights such that the economic interests attributable to such REIT Shares, other shares of capital stock or New Securities are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner or the Company or any direct or indirect wholly owned Subsidiary of the Company (as appropriate) in accordance with this Section 4.2A, and (2) the Company shall, directly or indirectly, make a capital contribution to the Partnership in an amount equal to any net proceeds raised in connection with such issuance or (Bb) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class. (b) Subject Interests. The General Partner’s determination that the consideration is adequate shall be conclusive insofar as the adequacy of consideration related to the limitations set forth in Sections 4.2(a) and 4.3(a), the General Partner may take such steps as it, in its sole and absolute discretion, deems necessary or appropriate to admit any Person as a Limited Partner of whether the Partnership in accordance with Section 12.2 or to issue any Partnership Interests, including, without limitation, amending the Certificate, Exhibit A or any other provision of this AgreementInterests are validly issued and paid. (c) Without limiting the foregoing, the General Partner is expressly authorized to cause the Partnership to issue Partnership Interests (or options to acquire Partnership Interests) for less than fair market value, so long as the General Partner concludes in good faith that such issuance is in the interest of the Partnership and the Partners (for example, and not by way of limitation, the issuance of Partnership Units in connection with a Stock Incentive Plan providing for employee purchases of REIT Stock and corresponding Partnership Units at a discount from fair market value or employee options that have an exercise price that is less than the fair market value of the REIT Stock and corresponding Partnership Units covered by the option, either at the time of issuance or at the time of exercise).

Issuance of Additional Partnership Interests. (a) The General Partner, in its sole and absolute discretion, may raise all or any portion of the Additional Funds by accepting additional Capital Contributions of cash. The General Partner may also accept additional Capital Contributions of real property or any other non-cash assets. In connection with any such additional Capital Contributions (of cash or property), the General Partner is hereby authorized to cause the Partnership from time to time to issue to Partners (including the General Partner) or other Persons (including, without limitation, in connection with the contribution of property to the Partnership) additional Partnership Interests (or options or warrants to acquire Partnership Interests) in the form of Partnership OP Units or other Partnership Interests in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or classes other special rights, powers, and duties, including rights, powers, and duties senior to any Persons at any time or from time to timethen existing Limited Partner Interests, on such terms and conditions all as shall be determined by the General Partner shall establish in each case in its sole and absolute discretion subject to Delaware law, includingand as set forth by amendment to this Agreement, including without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction deduction, and credit to each such class or series of Partnership Interests, ; (ii) the right of each such class or series of Partnership Interests to share share (1) the additional Partnership Interests are issued in Partnership distributionsconnection with the grant, award, or issuance of shares of the General Partner pursuant to Section 4.3.C below, which shares have designations, preferences, and other rights (iiiexcept voting rights) such that the economic interests attributable to such shares are substantially similar to the designations, preferences and other rights of each class or series of Partnership Interest upon dissolution and liquidation of the Partnership; provided, that, no such additional Partnership Interests shall be issued to the General Partner unless either in accordance with this Section 4.3.B, and (A2) the General Partner shall make a Capital Contribution to the Partnership Interests are issued pursuant in an amount equal to Section 4.3the net proceeds raised in connection with such issuance, or (Bb) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class. (b) Subject . The General Partner’s determination that consideration is adequate shall be conclusive insofar as the adequacy of consideration relates to whether the limitations set forth in Sections 4.2(a) Partnership Interests are validly issued and 4.3(a)paid. In the event that the Partnership issues additional Partnership Interests pursuant to this Section 4.3.B, the General Partner may take shall make such steps revisions to this Agreement (including but not limited to the revisions described in Section 5.4 and Section 8.6) as it, in its sole and absolute discretion, deems it determines are necessary or appropriate to admit any Person as a Limited Partner reflect the issuance of the Partnership in accordance with Section 12.2 or to issue any such additional Partnership Interests, including, without limitation, amending the Certificate, Exhibit A or any other provision of this Agreement. (c) . Without limiting the foregoing, the General Partner is expressly authorized to cause the Partnership to issue Partnership Interests (or options to acquire Partnership Interests) OP Units for less than fair market value, so long as the General Partner concludes in good faith that such issuance of Partnership Interests is in the interest best interests of the Partnership and the Partners (for example, and not by way of limitation, the issuance of Partnership Units in connection with a Stock Incentive Plan providing for employee purchases of REIT Stock and corresponding Partnership Units at a discount from fair market value or employee options that have an exercise price that is less than the fair market value of the REIT Stock and corresponding Partnership Units covered by the option, either at the time of issuance or at the time of exercise)Partnership.

Issuance of Additional Partnership Interests. (a) The General Partner is authorized to cause the Partnership to issue additional Partnership Interests (or options or warrants to acquire Partnership Interests) in the form of Partnership Units or other Partnership Interests in one or more series or classes to any Persons at any time or from time to time, on such terms and conditions as the General Partner shall establish in each case in its sole and absolute discretion subject to Delaware law, including, without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each class or series of Partnership Interests, (ii) the right of each class or series of Partnership Interests to share in Partnership distributions, and (iii) the rights of each class or series of Partnership Interest upon dissolution and liquidation of the Partnership; provided, that, no such Partnership Interests shall be issued to the General Partner Company unless either (A) the Partnership Interests are issued pursuant to Section 4.3, or (B) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class. (b) Subject to the limitations set forth in Sections 4.2(a) and 4.3(a), the General Partner may take such steps as it, in its sole and absolute discretion, deems necessary or appropriate to admit any Person as a Limited Partner of the Partnership in accordance with Section 12.2 or to issue any Partnership Interests, including, without limitation, amending the Certificate, Exhibit A or any other provision of this Agreement. (c) Without limiting the foregoing, the General Partner is expressly authorized to cause the Partnership to issue Partnership Interests (or options to acquire Partnership Interests) for less than fair market value, so long as the General Partner concludes in good faith that such issuance is in the interest of the Partnership and the Partners (for example, and not by way of limitation, the issuance of Partnership Units in connection with a Stock Incentive Plan providing for employee purchases of REIT Stock and corresponding Partnership Units at a discount from fair market value or employee options that have an exercise price that is less than the fair market value of the REIT Stock and corresponding Partnership Units covered by the option, either at the time of issuance or at the time of exercise).Partners

Issuance of Additional Partnership Interests. (a) The General Partner, in its sole and absolute discretion, may raise all or any portion of the Additional Funds by accepting additional Capital Contributions of cash. The General Partner may also accept additional Capital Contributions of real property or any other non-cash assets. In connection with any such additional Capital Contributions (of cash or property), the General Partner is hereby authorized to cause the Partnership from time to time to issue to Partners (including the General Partner) or other Persons (including, without limitation, in connection with the contribution of property to the Partnership) additional Partnership Interests (or options or warrants to acquire Partnership Interests) in the form of Partnership Units or other Partnership Interests in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or classes other special rights, powers, and duties, including rights, powers, and duties senior to any Persons at any time or from time to timethen existing Limited Partner Interests, on such terms and conditions all as shall be determined by the General Partner shall establish in each case in its sole and absolute discretion subject to Delaware Maryland law, includingand as set forth by amendment to this Agreement, including without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction deduction, and credit to each such class or series of Partnership Interests, ; (ii) the right of each such class or series of Partnership Interests to share in Partnership distributions, and ; (iii) the rights of each such class or series of Partnership Interest Interests upon dissolution and liquidation of the Partnership; and (iv) the right to vote, including, without limitation, the Limited Partner approval rights set forth in Section 11.2.A; provided, that, that no such additional Partnership Units or other Partnership Interests shall be issued to the General Partner unless either (Aa) (1) the additional Partnership Interests are issued in connection with the grant, award, or issuance of shares of the General Partner pursuant to Section 4.34.3.C below, which shares have designations, preferences, and other rights (except voting rights) such that the economic interests attributable to such shares are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner in accordance with this Section 4.3.B, and (2) the General Partner shall make a Capital Contribution to the Partnership in an amount equal to the net proceeds raised in connection with such issuance, or (Bb) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class. (b) Subject . The General Partner’s determination that consideration is adequate shall be conclusive insofar as the adequacy of consideration relates to whether the limitations set forth in Sections 4.2(a) Partnership Interests are validly issued and 4.3(a)paid. In the event that the Partnership issues additional Partnership Interests pursuant to this Section 4.3.B, the General Partner may take shall make such steps revisions to this Agreement (including but not limited to the revisions described in Section 5.4, Section 6.2.C, and Section 8.6) as it, in its sole and absolute discretion, deems it determines are necessary or appropriate to admit any Person as a Limited Partner reflect the issuance of the Partnership in accordance with Section 12.2 or to issue any such additional Partnership Interests, including, without limitation, amending the Certificate, Exhibit A or any other provision of this Agreement. (c) . Without limiting the foregoing, the General Partner is expressly authorized to cause the Partnership to issue Partnership Interests (Units for no tangible value or options to acquire Partnership Interests) for less than fair market value, so long as the General Partner concludes in good faith that such issuance of Partnership Interests is in the interest best interests of the Partnership and the Partners (for example, and not by way of limitation, the issuance of Partnership Units in connection with a Stock Incentive Plan providing for employee purchases of REIT Stock and corresponding Partnership Units at a discount from fair market value or employee options that have an exercise price that is less than the fair market value of the REIT Stock and corresponding Partnership Units covered by the option, either at the time of issuance or at the time of exercise)Partnership.

Issuance of Additional Partnership Interests. (a) The General Partner may raise all or any portion of the Additional Funds by accepting additional Capital Contributions of cash. The General Partner may also accept additional Capital Contributions of real property or other non-cash assets. In connection with any such additional Capital Contributions (of cash or property), the General Partner is hereby authorized to cause the Partnership from time to time to issue to Partners (including the General Partner) or other Persons (including, without limitation, in connection with the contribution of property to the Partnership) additional Partnership Interests (or options or warrants to acquire Partnership Interests) in the form of Partnership Units or other Partnership Interests in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or classes other special rights, powers, and duties, including rights, powers, and duties senior to any Persons at any time or from time to timethen existing Limited Partnership Interests, on such terms and conditions all as shall be determined by the General Partner shall establish in each case in its sole and absolute discretion subject to Delaware law, includingand as set forth by amendment to this Agreement, including without limitation, : (i) the allocations of items of Partnership income, gain, loss, deduction deduction, and credit to each such class or series of Partnership Interests, ; (ii) the right of each such class or series of Partnership Interests to share in Partnership distributions, and ; (iii) the rights of each such class or series of Partnership Interest Interests upon dissolution and liquidation of the Partnership; and (iv) the right to vote, including, without limitation, the limited partner approval rights set forth in Section 11.2.A; provided, that, that no such additional Partnership Units or other Partnership Interests shall be issued to the General Partner unless either (Aa) the additional Partnership Interests are issued in connection with the grant, award, or issuance of shares of the General Partner pursuant to Section 4.34.3.D below, which shares have designations, preferences, and other rights (except voting rights) such that the economic interests attributable to such shares are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner in accordance with this Section 4.3.C or (Bb) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class. (b) Subject . In the event that the Partnership issues additional Partnership Interests pursuant to the limitations set forth in Sections 4.2(a) and 4.3(a)this Section 4.3.C, the General Partner may take shall make such steps as itrevisions to this Agreement (including but not limited to the revisions described in Sections 5.4, in its sole and absolute discretion, deems necessary or appropriate to admit any Person as a Limited Partner of the Partnership in accordance with Section 12.2 or to issue any Partnership Interests, including, without limitation, amending the Certificate, Exhibit A or any other provision of this Agreement. (c) Without limiting the foregoing, the General Partner is expressly authorized to cause the Partnership to issue Partnership Interests (or options to acquire Partnership Interests) for less than fair market value, so long as the General Partner concludes in good faith that such issuance is in the interest of the Partnership and the Partners (for example6.2.C, and not by way of limitation, 8.6) as it determines are necessary to reflect the issuance of such additional Partnership Units in connection with a Stock Incentive Plan providing for employee purchases of REIT Stock and corresponding Partnership Units at a discount from fair market value or employee options that have an exercise price that is less than the fair market value of the REIT Stock and corresponding Partnership Units covered by the option, either at the time of issuance or at the time of exercise)Interests.

Issuance of Additional Partnership Interests. (a) The General Partner Partner, in its sole and absolute discretion, is hereby authorized without the approval of the Limited Partners to cause the Partnership from time to time to issue to the Partners (including the General Partner and its Affiliates) or other Persons (including, without limitation, in connection with the contribution of tangible or intangible property, services or other consideration permitted by the Act to the Partnership) additional Partnership Interests (or options or warrants to acquire Partnership Interests) in the form of Partnership Units or other Partnership Interests in one or more Classes (including the Classes specified in this Agreement or any other Classes), or one or more series of any of such Classes, with such designations, preferences, and relative, participating, optional or classes to any Persons at any time or from time to timeother special rights, on such terms powers and conditions duties all as shall be determined by the General Partner shall establish in each case in its sole and absolute discretion subject to Delaware law, including, without limitation, (i) rights, powers, and duties senior to one or more Classes or series of Partnership Interests and any other Common Units outstanding or thereafter issued; (ii) the allocations rights to an allocation of items of Partnership income, gain, loss, deduction deduction, and credit to each class such Class or series of Partnership Interests, ; (iiiii) the right rights of each class such Class or series of Partnership Interests to share in Partnership distributions, and ; (iiiiv) the rights of each class such Class or series of Partnership Interest Interests upon dissolution and liquidation of the Partnership; providedand (v) the right to vote, thatif any, of each such Class or series of Partnership Interests; provided that no such additional Partnership Units or other Partnership Interests shall be issued to the General Partner or the Company or any direct or indirect wholly owned Subsidiary of the Company, unless either (A) the Partnership Interests are issued pursuant to Section 4.3, or (Ba)(1) the additional Partnership Interests are issued in connection with the grant, award or issuance of REIT Shares, other shares of capital stock or New Securities of the Company pursuant to all Partners holding Section 4.3E of the same Class or that otherwise have designations, preferences and other rights such that the economic interests attributable to such REIT Shares, other shares of capital stock or New Securities are substantially similar to the designations, preferences and other rights of the additional Partnership Interests in the same class in proportion issued to their respective Percentage Interests in such class. (b) Subject to the limitations set forth in Sections 4.2(a) and 4.3(a), the General Partner may take such steps as it, in its sole and absolute discretion, deems necessary or appropriate to admit the Company or any Person as a Limited Partner direct or indirect wholly owned Subsidiary of the Partnership Company (as appropriate) in accordance with this Section 12.2 or to issue any Partnership Interests, including, 4.3A (without limitation, amending the Certificate, Exhibit A or any other provision of this Agreement. (c) Without limiting the foregoing, for example, the Partnership shall issue Advisor Class Units to the General Partner is expressly authorized to cause the Partnership to issue Partnership Interests (or options to acquire Partnership Interests) for less than fair market value, so long as the General Partner concludes in good faith that such issuance is in the interest of the Partnership and the Partners (for example, and not by way of limitation, connection with the issuance of Advisor Class REIT Shares), and (2) the Company shall, directly or indirectly, make a capital contribution to the Partnership Units in an amount equal to any proceeds, net of any underwriting compensation or other expenses paid by the Company in connection with a Stock Incentive Plan providing such issuance (which for employee purchases the avoidance of REIT Stock and corresponding Partnership Units at a discount from fair market value doubt shall not include sales loads or employee options that have an exercise price that is less than the fair market value of the REIT Stock and corresponding Partnership Units covered similar commissions paid by the optionshareholder), either at the time of raised in connection with such issuance or at (b) the time additional Partnership Interests are issued in a manner that does not change the Partners’ relative interests in Partnership capital or profits. The General Partner’s determination that the consideration is adequate shall be conclusive insofar as the adequacy of exercise)consideration related to whether the Partnership Interests are validly issued and paid.

Issuance of Additional Partnership Interests. (a) The General Partner Partner, in its sole and absolute discretion, is hereby authorized without the approval of the Limited Partners or any other Person to cause the Partnership from time to time to issue to the Partners (including the General Partner, the Company and its Affiliates) or other Persons (including in connection with the contribution of tangible or intangible property, services or other consideration permitted by the Act to the Partnership or pursuant to Section 4.2(h)) additional Partnership Interests Units (or options or warrants to acquire Partnership Interestsincluding LTIP Units) in the form of Partnership Units or other Partnership Interests in one or more classes, or one or more series of any of such classes, with such designations, preferences, and relative, participating, optional or classes to any Persons at any time or from time to timeother special rights, on such terms powers and conditions duties all as shall be determined by the General Partner shall establish in each case in its sole and absolute discretion subject to Delaware law, including, without limitation, including (i) rights, powers and duties senior to one or more classes or series of Partnership Units and any other Partnership Interests outstanding or thereafter issued; (ii) the allocations rights to an allocation of items of Partnership income, gain, loss, deduction deduction, and credit to each such class or series of Partnership Interests, ; (iiiii) the right rights to an allocation of certain Debt of the Partnership pursuant to Section 752 of the Code; (iv) the rights of each such class or series of Partnership Interests to share (on a pari passu, junior or preferred basis) in Partnership distributions, and ; (iiiv) the rights of each such class or series of Partnership Interest Interests upon dissolution and liquidation of the Partnership; provided(vi) the right to vote, thatif any, of each such class or series of Partnership Interests; and (vii) the rights of any class or series of Partnership Interests issued in connection with any tax protection agreement or any other similar arrangement; provided that no such additional Partnership Units or other Partnership Interests shall be issued to the General Partner or the Company or any direct or indirect wholly owned Subsidiary of the Company, unless either (AA)(1) the additional Partnership Interests are issued in connection with the grant, award or issuance of REIT Shares, other shares of capital stock or New Securities of the Company pursuant to Section 4.34.2(e) that have designations, preferences and other rights such that the economic interests attributable to such REIT Shares, other shares of capital stock or New Securities are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner or the Company or any direct or indirect wholly owned Subsidiary of the Company (as appropriate) in accordance with this Section 4.2(a), and (2) the Company shall, directly or indirectly, make a capital contribution to the Partnership in an amount equal to any net proceeds raised in connection with such issuance or (B) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests or the additional Partnership Units are Common Units that are issued to all holders of Common Units in such class. (b) Subject proportion to the limitations set forth in Sections 4.2(a) and 4.3(a), number of Common Units held by each holder. The General Partner’s determination that the General Partner may take such steps consideration is adequate shall be conclusive insofar as it, in its sole and absolute discretion, deems necessary or appropriate the adequacy of consideration related to admit any Person as a Limited Partner of whether the Partnership in accordance with Section 12.2 or to issue any Partnership Interests, including, without limitation, amending the Certificate, Exhibit A or any other provision of this AgreementInterests are validly issued and paid. (c) Without limiting the foregoing, the General Partner is expressly authorized to cause the Partnership to issue Partnership Interests (or options to acquire Partnership Interests) for less than fair market value, so long as the General Partner concludes in good faith that such issuance is in the interest of the Partnership and the Partners (for example, and not by way of limitation, the issuance of Partnership Units in connection with a Stock Incentive Plan providing for employee purchases of REIT Stock and corresponding Partnership Units at a discount from fair market value or employee options that have an exercise price that is less than the fair market value of the REIT Stock and corresponding Partnership Units covered by the option, either at the time of issuance or at the time of exercise).

Issuance of Additional Partnership Interests. (a) The General Partner Partner, in its sole and absolute discretion, is hereby authorized without the approval of the Limited Partners or any other Person to cause the Partnership from time to time to issue to the Partners (including the General Partner, the Company and its Affiliates) or other Persons (including, without limitation, in connection with the contribution of tangible or intangible property, services or other consideration permitted by the Act to the Partnership) additional Partnership Interests (or options or warrants to acquire Partnership Interests) in the form of Partnership Units or other Partnership Interests in one or more classes, or one or more series of any of such classes, with such designations, preferences, and relative, participating, optional or classes to any Persons at any time or from time to timeother special rights, on such terms powers and conditions duties all as shall be determined by the General Partner shall establish in each case in its sole and absolute discretion subject to Delaware law, including, without limitation, (i) rights, powers, and duties senior to one or more classes or series of Partnership Interests and any other Common Units outstanding or thereafter issued; (ii) the allocations rights to an allocation of items of Partnership income, gain, loss, deduction deduction, and credit to each such class or series of Partnership Interests, ; (iiiii) the right rights to an allocation of certain indebtedness of the Partnership pursuant to Code Section 752; (iv) the rights of each such class or series of Partnership Interests to share in Partnership distributions, and ; (iiiv) the rights of each such class or series of Partnership Interest Interests upon dissolution and liquidation of the Partnership; provided(vi) the right to vote, thatif any, of each such class or series of Partnership Interests and (vii) the rights of any class or series of Partnership Interests issued in connection with any tax protection agreement or any other similar arrangement; provided that no such additional Partnership Units or other Partnership Interests shall be issued to the General Partner or the Company or any direct or indirect wholly owned Subsidiary of the Company, unless either (Aa)(1) the additional Partnership Interests are issued in connection with the grant, award or issuance of REIT Shares, other shares of capital stock or New Securities of the Company pursuant to Section 4.34.2E that have designations, preferences and other rights such that the economic interests attributable to such REIT Shares, other shares of capital stock or New Securities are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner or the Company or any direct or indirect wholly owned Subsidiary of the Company (as appropriate) in accordance with this Section 4.2A, and (2) the Company shall, directly or indirectly, make a capital contribution to the Partnership in an amount equal to any net proceeds raised in connection with such issuance or (Bb) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests or the additional Partnership Units are Common Units that are issued to all holders of Common Units in such class. (b) Subject proportion to the limitations set forth in Sections 4.2(a) and 4.3(a), number of Common Units held by each holder. The General Partner’s determination that the General Partner may take such steps consideration is adequate shall be conclusive insofar as it, in its sole and absolute discretion, deems necessary or appropriate the adequacy of consideration related to admit any Person as a Limited Partner of whether the Partnership in accordance with Section 12.2 or to issue any Partnership Interests, including, without limitation, amending the Certificate, Exhibit A or any other provision of this AgreementInterests are validly issued and paid. (c) Without limiting the foregoing, the General Partner is expressly authorized to cause the Partnership to issue Partnership Interests (or options to acquire Partnership Interests) for less than fair market value, so long as the General Partner concludes in good faith that such issuance is in the interest of the Partnership and the Partners (for example, and not by way of limitation, the issuance of Partnership Units in connection with a Stock Incentive Plan providing for employee purchases of REIT Stock and corresponding Partnership Units at a discount from fair market value or employee options that have an exercise price that is less than the fair market value of the REIT Stock and corresponding Partnership Units covered by the option, either at the time of issuance or at the time of exercise).

Issuance of Additional Partnership Interests. (a) The General Partner, in its sole and absolute discretion, may raise all or any portion of the Additional Funds by accepting additional Capital Contributions of cash. The General Partner may also accept additional Capital Contributions of real property or any other non-cash assets. In connection with any such additional Capital Contributions (of cash or property) or events, the General Partner is hereby authorized to cause the Partnership from time to time to issue to Partners (including the General (1) the additional Partnership Interests (are issued in connection with the grant, award, or options or warrants to acquire Partnership Interests) in the form issuance of Partnership Units or other Partnership Interests in one or more series or classes to any Persons at any time or from time to time, on such terms and conditions as shares of the General Partner shall establish in each case in its sole pursuant to Section 4.4C below, which shares have designations, preferences, and absolute discretion subject other rights (except voting rights) such that the economic interests attributable to Delaware lawsuch shares are substantially similar to the designations, including, without limitation, (i) preferences and other rights of the allocations of items of Partnership income, gain, loss, deduction and credit to each class or series of Partnership Interests, (ii) the right of each class or series of additional Partnership Interests to share in Partnership distributions, and (iii) the rights of each class or series of Partnership Interest upon dissolution and liquidation of the Partnership; provided, that, no such Partnership Interests shall be issued to the General Partner unless either in accordance with this Section 4.4B, and (A2) the General Partner shall make a Capital Contribution to the Partnership Interests are issued pursuant in an amount equal to Section 4.3the net proceeds raised in connection with such issuance, or (Bb) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class. (b) Subject . The General Partner’s determination that consideration is adequate shall be conclusive insofar as the adequacy of consideration relates to whether the limitations set forth in Sections 4.2(a) Partnership Interests are validly issued and 4.3(a)paid. In the event that the Partnership issues additional Partnership Interests pursuant to this Section 4.4B, the General Partner may take shall make such steps revisions to this Agreement (including but not limited to the revisions described in Section 5.4 and Section 8.6) as it, in its sole and absolute discretion, deems it determines are necessary or appropriate to admit any Person as a Limited Partner reflect the issuance of the Partnership in accordance with Section 12.2 or to issue any such additional Partnership Interests, including, without limitation, amending the Certificate, Exhibit A or any other provision of this Agreement. (c) . Without limiting the foregoing, the General Partner is expressly authorized to cause the Partnership to issue Partnership Interests (or options to acquire Partnership Interests) OP Units for less than fair market value, so long as the General Partner concludes in good faith that such issuance of Partnership Interests is in the interest best interests of the Partnership and the Partners (for example, and not by way of limitation, the issuance of Partnership Units in connection with a Stock Incentive Plan providing for employee purchases of REIT Stock and corresponding Partnership Units at a discount from fair market value or employee options that have an exercise price that is less than the fair market value of the REIT Stock and corresponding Partnership Units covered by the option, either at the time of issuance or at the time of exercise)Partnership.

Issuance of Additional Partnership Interests. (a) The General Partner, in its sole and absolute discretion, may raise all or any portion of the Additional Funds by accepting additional Capital Contributions of cash. The General Partner may also accept additional Capital Contributions of real property or any other non-cash assets. In connection with any such additional Capital Contributions (of cash or property), the General Partner is hereby authorized to cause the Partnership from time to time to issue to Partners (including the General Partner) or other Persons additional Partnership Interests (or options or warrants to acquire Partnership Interests) in the form of Partnership OP Units or other Partnership Interests in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or classes other special rights, powers, and duties, including rights, powers, and duties senior to any Persons at any time or from time to timethen existing Limited Partner Interests, on such terms and conditions all as shall be determined by the General Partner shall establish in each case in its sole and absolute discretion subject to Delaware law, includingand as set forth by amendment to this Agreement, including without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction deduction, and credit to each such class or series of Partnership Interests, ; (ii) the right of each such class or series of Partnership Interests to share in Partnership distributions, and ; (iii) the rights of each such class or series of Partnership Interest Interests upon dissolution and liquidation of the Partnership; and (iv) the right to vote, including, without limitation, the Limited Partner approval rights set forth in Section 11.2.A; provided, that, that no such additional OP Units or other Partnership Interests shall be issued to the General Partner unless either (Aa) (1) the additional Partnership Interests are issued in connection with the grant, award, or issuance of shares of the General Partner pursuant to Section 4.34.3.C below, which shares have designations, preferences, and other rights (except voting rights) such that the economic interests attributable to such shares are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner in accordance with this Section 4.3.B, and (2) the General Partner shall make a Capital Contribution to the Partnership in an amount equal to the net proceeds raised in connection with such issuance, or (Bb) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class. (b) Subject . The General Partner’s determination that consideration is adequate shall be conclusive insofar as the adequacy of consideration relates to whether the limitations set forth in Sections 4.2(a) Partnership Interests are validly issued and 4.3(a)paid. In the event that the Partnership issues additional Partnership Interests pursuant to this Section 4.3.B, the General Partner may take shall make such steps revisions to this Agreement (including but not limited to the revisions described in Section 5.4 and Section 8.6) as it, in its sole and absolute discretion, deems it determines are necessary or appropriate to admit any Person as a Limited Partner reflect the issuance of the Partnership in accordance with Section 12.2 or to issue any such additional Partnership Interests, including, without limitation, amending the Certificate, Exhibit A or any other provision of this Agreement. (c) . Without limiting the foregoing, the General Partner is expressly authorized to cause the Partnership to issue Partnership Interests (or options to acquire Partnership Interests) OP Units for less than fair market value, so long as the General Partner concludes in good faith that such issuance of Partnership Interests is in the interest best interests of the Partnership and the Partners (for example, and not by way of limitation, the issuance of Partnership Units in connection with a Stock Incentive Plan providing for employee purchases of REIT Stock and corresponding Partnership Units at a discount from fair market value or employee options that have an exercise price that is less than the fair market value of the REIT Stock and corresponding Partnership Units covered by the option, either at the time of issuance or at the time of exercise)Partnership.

Issuance of Additional Partnership Interests. (a) The General Partner Partner, in its sole and absolute discretion, is hereby authorized without the approval of the Limited Partners or any other Person to cause the Partnership from time to time to issue to the Partners (including the General Partner, the Company and its Affiliates) or other Persons (including, without limitation, in connection with the contribution of tangible or intangible property, services or other consideration permitted by the Act to the Partnership) additional Partnership Interests (or options or warrants to acquire Partnership Interests) in the form of Partnership Units or other Partnership Interests in one or more series classes or classes to any Persons at any time series, with such designations, preferences, and relative, participating, optional or from time to timeother special rights, on such terms powers and conditions duties all as shall be determined by the General Partner shall establish in each case in its sole and absolute discretion subject to Delaware law, including, without limitation, (i) rights, powers, and duties senior to Common Units, LTIP Units or one or more other classes or series of Partnership Interests outstanding or thereafter issued; (ii) the allocations rights to an allocation of items of Partnership income, gain, loss, deduction deduction, and credit to each such class or series of Partnership Interests, ; (iiiii) the right rights to an allocation of certain indebtedness of the Partnership pursuant to Code Section 752; (iv) the rights of each such class or series of Partnership Interests to share in Partnership distributions, and ; (iiiv) the rights of each such class or series of Partnership Interest Interests upon dissolution and liquidation of the Partnership; provided(vi) the right to vote, thatif any, of each such class or series of Partnership Interests; and (vii) the rights of any class or series of Partnership Interests issued in connection with any tax protection agreement or any other similar arrangement; provided that no such additional Partnership Units or other Partnership Interests shall be issued to the General Partner or the Company or any direct or indirect wholly owned Subsidiary of the Company, unless either (Aa)(1) the additional Partnership Interests are issued in connection with the grant, award or issuance of REIT Shares, other shares of stock or New Securities of the Company pursuant to Section 4.34.2E that have designations, preferences and other rights such that the economic rights that are substantially similar to the economic rights of the additional Partnership Interests issued to the General Partner or the Company or any direct or indirect wholly owned Subsidiary of the Company (as appropriate) in accordance with this Section 4.2A, and (2) the Company shall, directly or indirectly, make a capital contribution to the Partnership in an amount equal to any net proceeds raised in connection with such issuance, or (Bb) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class. (b) Subject to the limitations set forth in Sections 4.2(a) and 4.3(a), the General Partner may take such steps as it, in its sole and absolute discretion, deems necessary or appropriate to admit any Person as a Limited Partner of the Partnership in accordance with Section 12.2 or to issue any Partnership Interests, including, without limitation, amending the Certificate, Exhibit A or any other provision of this Agreement. (c) Without limiting the foregoingadditional Partnership interests are issued upon the conversion, the General Partner is expressly authorized to cause redemption, or exchange of Debt, Units or other securities issued by the Partnership to issue Partnership Interests or (or options to acquire Partnership Interestsd) for less than fair market value, so long as the General Partner concludes in good faith that such issuance is in the interest of the Partnership and the Partners (for example, and not by way of limitation, the issuance of such additional Partnership Units in connection with a Stock Incentive Plan providing for employee purchases is otherwise expressly contemplated by this Agreement. The General Partner’s determination that the consideration is adequate shall be conclusive insofar as the adequacy of REIT Stock consideration related to whether the Partnership Interests are validly issued and corresponding Partnership Units at a discount from fair market value or employee options that have an exercise price that is less than the fair market value of the REIT Stock and corresponding Partnership Units covered by the option, either at the time of issuance or at the time of exercise)paid.

Issuance of Additional Partnership Interests. (a) The At any time after -------------------------------------------- the date of the Completion of the Offering, without the consent of any Limited Partner, the General Partner may, upon its determination that the issuance of additional Partnership Interests is authorized to in the best interests of the Partnership, cause the Partnership to issue additional Partnership Interests (or options or warrants to acquire Partnership Interests) in the form of Partnership Units or other Partnership Interests in one or more series or classes to any Persons at any time or from time to time, on such terms Person (and conditions as the General Partner shall establish in each case in its sole and absolute discretion subject to Delaware law, including, without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each class or series of Partnership Interests, (ii) the right of each class or series of Partnership Interests to share in Partnership distributions, and (iii) the rights of each class or series of Partnership Interest upon dissolution and liquidation of the Partnership; provided, that, no such Partnership Interests shall be issued to the General Partner unless either (A) the Partnership Interests are issued pursuant to Section 4.3, or (B) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class. (b) Subject to the limitations set forth in Sections 4.2(a) and 4.3(a), the General Partner may take such steps as it, in its sole and absolute discretion, deems necessary or appropriate to admit any such Person as a Limited Partner of if such Person is not already a Limited Partner) in exchange for such Capital Contribution as is determined by the Partnership General Partner to be appropriate in accordance with Section 12.2 or to issue any Partnership Interests, including, without limitation, amending the Certificate, Exhibit A or any other provision of this Agreement. (c) its sole discretion. Without limiting the foregoing, the General Partner is expressly authorized to cause the Partnership to issue additional Partnership Interests (or options to acquire Partnership Interests) for less than fair market value, so long as the General Partner concludes in good faith that such issuance is in the interest of Weeks, the General Partner and the Partnership and the Partners (for example, and not by way of limitation, the issuance of Partnership Units in connection with a Stock Incentive Plan Interests pursuant to an employee purchase plan providing for employee purchases of REIT Stock and corresponding Partnership Units Interests at a discount from fair market value or employee options that have an exercise price that is less than the fair market value of the REIT Stock and corresponding Partnership Units covered by the optionInterests, either at the time of issuance or at the time of exercise). Additional Partnership Interests issued pursuant to this Section 9.3 may, without limitation, be issued in one or more classes, in one or more series of any class, and with such designations, preferences and relative, participating, optional or other special rights, powers and duties, including rights, powers, and duties senior to those set forth in the Prior Agreement for Partnership Interests at the Completion of the Offering, all as shall be determined by the General Partner in its sole and absolute discretion and without the approval of any of the Limited Partners, subject to Georgia law, including, without limitation, (i) the allocation of Tax Items to such additional Partnership Interests; (ii) the right of such additional Partnership Interests to share in Partnership distributions; and (iii) the rights of each such additional Partnership Interest upon dissolution and liquidation of the Partnership; provided, however, that no such additional Partnership Interests shall be issued to the General Partner or to Weeks LP Holdings unless either: (1) the additional Partnership Interests are issued in connection with an issuance of New Securities, which New Securities have designations, preferences and other rights, all such that the economic attributes are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner or to Weeks LP Holdings in accordance with this Section 9.3, and (2) the General Partner and Weeks LP Holdings shall make a Capital Contribution to the Partnership in an amount equal to the proceeds raised (or other consideration received) in connection with the issuance of such New Securities by Weeks, or (b) the additional Partnership Interests are issued to all Partners in proportion to their respective Percentage Interests. Notwithstanding anything contained herein to the contrary, a Person that receives a Partnership Interest pursuant to this Section 9.3 shall not acquire any interest in, and may not exercise or otherwise participate in, any Rights pursuant to Article XI and Exhibit B hereto, but this sentence shall not prevent --------- the issuance, in the discretion of the General Partner, of additional Partnership Interests that include conversion rights, including conversion rights similar to the Rights. The General Partner shall, and is authorized on behalf of each of the Partners, and without any further act or deed of any other Partner, to, amend this Agreement (and to execute on behalf of all Partners any document deemed necessary by the General Partner to reflect such amendment) to reflect the admission of any Person as a Limited Partner, and in any and all other respects necessary to reflect the designations, preferences, rights, Capital Contributions and other terms of any such additional Partnership Interests, including, without limitation, the adjustment of the Percentage Interests of the Partners. The General Partner shall promptly deliver a copy of such amendment to each Limited Partner.

Issuance of Additional Partnership Interests. (a) The General Partner is hereby authorized to cause the Partnership to issue such additional Partnership Interests (or options or warrants to acquire Partnership Interests) in the form of Partnership Units or other for any Partnership Interests in one or more series or classes to any Persons purpose at any time or from time to time, to the Partners (including the General Partner) or to other Persons for such consideration and on such terms and conditions as shall be established by the General Partner in its sole and absolute discretion, all without the approval of any Limited Partners. Any additional Partnership Interests issued thereby may be issued in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties, including rights, powers and duties senior to Limited Partnership Interests, all as shall establish in each case be determined by the General Partner in its sole and absolute discretion and without the approval of any Limited Partner, subject to Delaware North Dakota law, including, including without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each such class or series of Partnership Interests, ; (ii) the right of each such class or series of Partnership Interests to share in Partnership distributions, ; and (iii) the rights of each such class or series of Partnership Interest Interests upon dissolution and liquidation of the Partnership; provided, thathowever, that no such additional Partnership Interests shall be issued to the General Partner unless either either: (A1) the additional Partnership Interests are issued pursuant in connection with an issuance of DREIT Shares or other interests in DREIT, which shares or interests have designations, preferences and other rights, all such that the economic interests are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner by the Partnership in accordance with this Section 4.34.2 and the General Partner shall make a Capital Contribution to the Partnership in an amount equal to the proceeds raised in connection with the issuance of such shares or other interests in DREIT, or or (B2) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class. (b) Subject to the limitations set forth in Sections 4.2(a) and 4.3(a), the General Partner may take such steps as it, in its sole and absolute discretion, deems necessary or appropriate to admit any Person as a Limited Partner of the Partnership in accordance with Section 12.2 or to issue any Partnership Interests, including, without limitation, amending the Certificate, Exhibit A or any other provision of this Agreement. (c) . Without limiting the foregoing, the General Partner is expressly authorized to cause the Partnership to issue Partnership Interests (or options to acquire Partnership Interests) Units for less than fair market value, so long as the General Partner concludes in good faith that such issuance is in the interest best interests of the Partnership General Partner and the Partners (for example, and not by way of limitation, the issuance of Partnership Units in connection with a Stock Incentive Plan providing for employee purchases of REIT Stock and corresponding Partnership Units at a discount from fair market value or employee options that have an exercise price that is less than the fair market value of the REIT Stock and corresponding Partnership Units covered by the option, either at the time of issuance or at the time of exercise)Partnership.

Issuance of Additional Partnership Interests. (a) The Subject to the rights of holders of Exchangeable LP Units contained in Schedule C, the General Partner is authorized to cause the Partnership to may issue additional Partnership Interests (or options or warrants to acquire including new classes of Partnership Interests) in the form and options, rights, warrants and appreciation rights relating to such Partnership Interests or class of Partnership Units or other Interests for any Partnership Interests in one or more series or classes to any Persons purpose at any time or from time to time, and on such terms and conditions as the General Partner shall establish in each case will determine in its sole and absolute discretion discretion, subject to Delaware lawthe receipt of a Subscription and payment in full of the Subscription Price for the Partnership Interest subscribed for. (b) Each additional Partnership Interest authorized to be issued by the Partnership pursuant to Section 6.6(a) may be issued in one or more classes, or one or more series of any such classes, with such designations, preferences, rights, powers and duties (which, subject to the rights of holders of Exchangeable LP Units contained in Schedule C, may be senior to existing classes and series of Partnership Interests), as will be fixed by the General Partner in its sole discretion, including, without limitation, : (i) the allocations of right to share in Partnership profits and losses or items of Partnership income, gain, loss, deduction and credit to each class or series of Partnership Interests, thereof; (ii) the right of each class or series of Partnership Interests to share in Partnership distributions, and ; (iii) the rights of each class or series of Partnership Interest upon dissolution and liquidation of the Partnership; provided(iv) whether, thatand the terms and conditions upon which, no the Partnership may or will be required to redeem the Partnership Interest (including sinking fund provisions); (v) whether such Partnership Interests shall be Interest is issued to with the General Partner unless either privilege of conversion or exchange and, if so, the terms and conditions of such conversion or exchange; (Avi) the terms and conditions upon which each Partnership Interests are issued pursuant to Section 4.3Interest will be issued, evidenced by certificates and assigned or transferred; and (Bviii) the additional requirement, if any, of each such Partnership Interests are issued Interest to all Partners holding Partnership Interests in the same class in proportion consent to their respective Percentage Interests in such class. (b) Subject to the limitations set forth in Sections 4.2(a) and 4.3(a), the General Partner may take such steps as it, in its sole and absolute discretion, deems necessary or appropriate to admit any Person as a Limited Partner of the Partnership in accordance with Section 12.2 or to issue any Partnership Interests, including, without limitation, amending the Certificate, Exhibit A or any other provision of this Agreementcertain partnership matters. (c) Without limiting the foregoing, the The General Partner is expressly hereby authorized to cause the Partnership take all actions that it determines to issue Partnership Interests (be necessary or options to acquire Partnership Interests) for less than fair market value, so long as the General Partner concludes appropriate in good faith that such issuance is in the interest of the Partnership and the Partners (for example, and not by way of limitation, the connection with each issuance of Partnership Units Interests and options, rights, warrants and appreciation rights relating to Partnership Interests pursuant to this Section 6.6, including the admission of additional Limited Partners in connection therewith and any related amendment of this Agreement, and all additional issuances of Partnership Interests and options, rights, warrants and appreciation rights relating to Partnership Interests. The General Partner is authorized to do all things that it determines to be necessary or appropriate in connection with a Stock Incentive Plan providing for employee purchases any future issuance of REIT Stock and corresponding Partnership Units at a discount from fair market value Interests or employee options that have an exercise price that is less than the fair market value options, rights, warrants or appreciation rights relating to Partnership Interests, including compliance with any laws or guideline of the REIT Stock and corresponding Partnership Units covered by the option, either at the time of issuance or at the time of exercise)any governmental authority.

Issuance of Additional Partnership Interests. The General Partner, in its sole and absolute discretion, may raise all or any portion of the Additional Funds by accepting additional Capital Contributions, including, without limitation, the issuance of Partnership Units for interests in real property. In connection with any such additional Capital Contributions (a) The of cash or property), the General Partner is hereby authorized to cause the Partnership from time to time to issue to Partners (including the General Partner) or other persons (including, without limitation, in connection with the contribution of property to the Partnership) additional Partnership Interests (or options or warrants to acquire Partnership Interests) in the form of Partnership Units or other Partnership Interests in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or classes other special rights, powers, and duties, including rights, powers, and duties senior to any Persons at any time or from time to timethen existing Limited Partnership Interests, on such terms and conditions all as shall be determined by the General Partner shall establish in each case in its sole and absolute discretion subject to Delaware law, and as set forth in an amendment to this Agreement, including, without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction deduction, and credit to each such class or series of Partnership Interests, ; (ii) the right of each such class or series of Partnership Interests to share in Partnership distributions, and ; (iii) the rights of each such class or series of Partnership Interest Interests upon dissolution and liquidation of the Partnership; provided, that, and (iv) the right to vote; PROVIDED THAT no such additional Partnership Units or other Partnership Interests shall be issued to the General Partner unless either (Aa) the additional Partnership Interests are issued in connection with the grant, award, or issuance of shares of the General Partner pursuant to Section 4.34.3.D below, or which shares have designations, preferences, and other rights (Bexcept voting rights) such that the economic interests attributable to such shares are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner in accordance with this Section 4.3.C, (b) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class. class or (bc) Subject pursuant to Section 4.4; PROVIDED FURTHER, that no such additional Partnership Units or Partnership Interests shall be issued if such issuance would cause, or in the limitations set forth opinion of counsel selected by the General Partner, could cause (i) the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA or Section 4975 of the Code, a "party in Sections 4.2(ainterest" (as defined in Section 3(14) of ERISA) or a "disqualified person" (as defined in Section 4975(e) of the Code); and 4.3(a)(ii) any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Section 2510.3-101 of the regulations of the United States Department of Labor. In the event that the Partnership issues additional Partnership Units or Partnership Interests pursuant to this Section 4.3.C, the General Partner may take shall make such steps as itrevisions to this Agreement (including but not limited to the revisions described in Section 5.5, in its sole and absolute discretion, deems necessary or appropriate to admit any Person as a Limited Partner of the Partnership in accordance with Section 12.2 or to issue any Partnership Interests, including, without limitation, amending the Certificate, Exhibit A or any other provision of this Agreement. (c) Without limiting the foregoing, the General Partner is expressly authorized to cause the Partnership to issue Partnership Interests (or options to acquire Partnership Interests) for less than fair market value, so long as the General Partner concludes in good faith that such issuance is in the interest of the Partnership and the Partners (for example6.2.B, and not by way of limitation, Section 8.6) as it determines are necessary to reflect the issuance of such additional Partnership Units in connection with a Stock Incentive Plan providing for employee purchases of REIT Stock and corresponding Partnership Units at a discount from fair market value or employee options that have an exercise price that is less than the fair market value of the REIT Stock and corresponding Partnership Units covered by the option, either at the time of issuance or at the time of exercise)Interests.

Issuance of Additional Partnership Interests. (a) The General Partner -------------------------------------------- may raise all or any portion of the Additional Funds by accepting additional Capital Contributions, including, without limitation, the issuance of Units for interests in real property. In connection with any such additional Capital Contributions (of cash or property), the General Partner is hereby authorized to cause the Partnership from time to time to issue to Partners (including the General Partner) or other Persons (including, without limitation, in connection with the contribution of property to the Partnership) additional Partnership Interests (or options or warrants to acquire Partnership Interests) in the form of Partnership Units or other Partnership Interests in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or classes other special rights, powers, and duties, including rights, powers, and duties senior to any Persons at any time or from time to timethen existing Limited Partnership Interests, on such terms and conditions all as shall be determined by the General Partner shall establish in each case in its sole and absolute discretion subject to Delaware law, includingand as set forth by amendment to this Agreement, including without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction deduction, and credit to each such class or series of Partnership Interests, ; (ii) the right of each such class or series of Partnership Interests to share in Partnership distributions, and ; (iii) the rights of each such class or series of Partnership Interest Interests upon dissolution and liquidation of the Partnership; providedand (iv) the right to vote, thatincluding, without limitation, the limited partner approval rights set forth in Section 11.2.A hereof; provided that no such additional Partnership Units or other Partnership ------------- Interests shall be issued to the General Partner unless either (Aa) the additional Partnership Interests are issued in connection with the grant, award, or issuance of shares of the General Partner pursuant to Section 4.34.3.D below, which shares have designations, preferences, and other rights (except voting rights) such that the economic interests attributable to such shares are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner in accordance with this Section 4.3.C, or (Bb) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class. (b) Subject . In the event that the Partnership issues additional Partnership Interests pursuant to the limitations set forth in Sections 4.2(a) and 4.3(a)this Section 4.3.C, the General Partner may take shall make such steps as itrevisions to this Agreement (including but not limited to the revisions described in Section 5.4, in its sole and absolute discretion, deems necessary or appropriate to admit any Person as a Limited Partner of the Partnership in accordance with Section 12.2 or to issue any Partnership Interests, including, without limitation, amending the Certificate, Exhibit A or any other provision of this Agreement. (c) Without limiting the foregoing, the General Partner is expressly authorized to cause the Partnership to issue Partnership Interests (or options to acquire Partnership Interests) for less than fair market value, so long as the General Partner concludes in good faith that such issuance is in the interest of the Partnership and the Partners (for example6.2.B, and not by way of limitation, Section 8.6) as it determines are necessary to reflect the issuance of such additional Partnership Units in connection with a Stock Incentive Plan providing for employee purchases of REIT Stock and corresponding Partnership Units at a discount from fair market value or employee options that have an exercise price that is less than the fair market value of the REIT Stock and corresponding Partnership Units covered by the option, either at the time of issuance or at the time of exercise)Interests.

Issuance of Additional Partnership Interests. (a) The General Partner Partner, in its sole and absolute discretion, is hereby authorized without the approval of the Limited Partners to cause the Partnership from time to time to issue to the Partners (including the General Partner and its Affiliates) or other Persons (including, without limitation, in connection with the contribution of tangible or intangible property, services or other consideration permitted by the Act to the Partnership) additional Partnership Interests (or options or warrants to acquire Partnership Interests) in the form of Partnership Units or other Partnership Interests in one or more Classes (including the Classes specified in this Agreement or any other Classes), or one or more series of any of such Classes, with such designations, preferences, and relative, participating, optional or classes to any Persons at any time or from time to timeother special rights, on such terms powers and conditions duties all as shall be determined by the General Partner shall establish in each case in its sole and absolute discretion subject to Delaware law, including, without limitation, (i) rights, powers, and duties senior to one or more Classes or series of Partnership Interests and any other Common Units outstanding or thereafter issued; (ii) the allocations rights to an allocation of items of Partnership income, gain, loss, deduction deduction, and credit to each class such Class or series of Partnership Interests, ; (iiiii) the right rights of each class such Class or series of Partnership Interests to share in Partnership distributions, and ; (iiiiv) the rights of each class such Class or series of Partnership Interest Interests upon dissolution and liquidation of the Partnership; providedand (v) the right to vote, thatif any, of each such Class or series of Partnership Interests; provided that no such additional Partnership Units or other Partnership Interests shall be issued to the General Partner or the Company or any direct or indirect wholly owned Subsidiary of the Company, unless either (A) the Partnership Interests are issued pursuant to Section 4.3, or (Ba)(1) the additional Partnership Interests are issued in connection with the grant, award or issuance of REIT Shares, other shares of capital stock or New Securities of the Company pursuant to all Partners holding Section 4.3E of the same Class or that otherwise have designations, preferences and other rights such that the economic interests attributable to such REIT Shares, other shares of capital stock or New Securities are substantially similar to the designations, preferences and other rights of the additional Partnership Interests in the same class in proportion issued to their respective Percentage Interests in such class. (b) Subject to the limitations set forth in Sections 4.2(a) and 4.3(a), the General Partner may take such steps as it, in its sole and absolute discretion, deems necessary or appropriate to admit the Company or any Person as a Limited Partner direct or indirect wholly owned Subsidiary of the Partnership Company (as appropriate) in accordance with this Section 12.2 or to issue any Partnership Interests, including, 4.3A (without limitation, amending the Certificate, Exhibit A or any other provision of this Agreement. (c) Without limiting the foregoing, for example, the Partnership shall issue Class D Units to the General Partner is expressly authorized to cause the Partnership to issue Partnership Interests (or options to acquire Partnership Interests) for less than fair market value, so long as the General Partner concludes in good faith that such issuance is in the interest of the Partnership and the Partners (for example, and not by way of limitation, connection with the issuance of Class D REIT Shares), and (2) the Company shall, directly or indirectly, make a capital contribution to the Partnership Units in an amount equal to any proceeds, net of any underwriting compensation or other expenses paid by the Company in connection with a Stock Incentive Plan providing such issuance (which for employee purchases the avoidance of REIT Stock and corresponding Partnership Units at a discount from fair market value doubt shall not include sales loads or employee options that have an exercise price that is less than the fair market value of the REIT Stock and corresponding Partnership Units covered similar commissions paid by the optionshareholder), either at the time of raised in connection with such issuance or at (b) the time additional Partnership Interests are issued in a manner that does not change the Partners’ relative interests in Partnership capital or profits. The General Partner’s determination that the consideration is adequate shall be conclusive insofar as the adequacy of exercise)consideration related to whether the Partnership Interests are validly issued and paid.

Issuance of Additional Partnership Interests. (a) The General Partner is authorized to cause the Partnership to issue additional Partnership Interests (or options or warrants to acquire Partnership Interests) in the form of Partnership Units or other Partnership Interests in one or more series or classes to any Persons at any time or from time to time, on such terms and conditions as the General Partner shall establish in each case in its sole and absolute discretion subject to Delaware law, including, without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each class or series of Partnership Interests, (ii) the right of each class or series of Partnership Interests to share in Partnership distributions, and (iii) the rights of each class or series of Partnership Interest upon dissolution and liquidation of the Partnership; provided, that, no such Partnership Interests shall be issued to the General Partner unless either (A) the Partnership Interests are issued pursuant to Section 4.3, or (B) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class. (b) Subject to the limitations set forth in Sections 4.2(a) and 4.3(a), the General Partner may take such steps as it, in its sole and absolute discretion, deems necessary or appropriate to admit any Person as a Limited Partner of the Partnership in accordance with Section 12.2 or to issue any Partnership Interests, including, without limitation, amending the Certificate, Exhibit A or any other provision of this Agreement. (c) Without limiting the foregoing, the General Partner is expressly authorized to cause the Partnership to issue Partnership Interests (or options to acquire Partnership Interests) for less than fair market value, so long as the General Partner concludes in good faith that such issuance is in the interest of the Partnership and the Partners (for example, and not by way of limitation, the issuance of Partnership Units in connection with a Stock Incentive Plan providing for employee purchases of REIT Stock and corresponding Partnership Units at a discount from fair market value or employee options that have an exercise price that is less than the fair market value of the REIT Stock and corresponding Partnership Units covered by the option, either at the time of issuance or at the time of exercise).

Issuance of Additional Partnership Interests. (a) The General Partner Partner, in its sole and absolute discretion, is hereby authorized without the approval of the Limited Partners or any other Person to cause the Partnership from time to time to issue to the Partners (including the General Partner, the Company and its Affiliates) or other Persons (including, without limitation, in connection with the contribution of tangible or intangible property, services or other consideration permitted by the Act to the Partnership) additional Partnership Interests (or options or warrants to acquire Partnership Interests) in the form of Partnership Units or other Partnership Interests in one or more classes, or one or more series of any of such classes, with such designations, preferences, and relative, participating, optional or classes to any Persons at any time or from time to timeother special rights, on such terms powers and conditions duties all as shall be determined by the General Partner shall establish in each case in its sole and absolute discretion subject to Delaware Pennsylvania law, including, without limitation, (i) rights, powers, and duties senior to one or more classes or series of Partnership Interests and any other Common Units outstanding or thereafter issued; (ii) the allocations rights to an allocation of items of Partnership income, gain, loss, deduction deduction, and credit to each such class or series of Partnership Interests, ; (iiiii) the right rights to an allocation of certain indebtedness of the Partnership pursuant to Section 752 of the Code; (iv) the rights of each such class or series of Partnership Interests to share in Partnership distributions, and ; (iiiv) the rights of each such class or series of Partnership Interest Interests upon dissolution and liquidation of the Partnership; provided(vi) the right to vote, thatif any, of each such class or series of Partnership Interests and (vii) the rights of any class or series of Partnership Interests issued in connection with any tax protection agreement or any other similar arrangement; provided that no such additional Partnership Units or other Partnership Interests shall be issued to the General Partner or the Company or any direct or indirect wholly owned Subsidiary of the Company, unless either (Aa)(1) the additional Partnership Interests are issued in connection with the grant, award or issuance of REIT Shares, other shares of capital stock or New Securities of the Company pursuant to Section 4.34.2E that have designations, preferences and other rights such that the economic interests attributable to such REIT Shares, other shares of capital stock or New Securities are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner or the Company or any direct or indirect wholly owned Subsidiary of the Company (as appropriate) in accordance with this Section 4.2A, and (2) the Company shall, directly or indirectly, make a capital contribution to the Partnership in an amount equal to any net proceeds raised in connection with such issuance or (Bb) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests or the additional Partnership Units are Common Units that are issued to all holders of Common Units in such class. (b) Subject proportion to the limitations set forth in Sections 4.2(a) and 4.3(a), number of Common Units held by each holder. The General Partner’s determination that the General Partner may take such steps consideration is adequate shall be conclusive insofar as it, in its sole and absolute discretion, deems necessary or appropriate the adequacy of consideration related to admit any Person as a Limited Partner of whether the Partnership in accordance with Section 12.2 or to issue any Partnership Interests, including, without limitation, amending the Certificate, Exhibit A or any other provision of this AgreementInterests are validly issued and paid. (c) Without limiting the foregoing, the General Partner is expressly authorized to cause the Partnership to issue Partnership Interests (or options to acquire Partnership Interests) for less than fair market value, so long as the General Partner concludes in good faith that such issuance is in the interest of the Partnership and the Partners (for example, and not by way of limitation, the issuance of Partnership Units in connection with a Stock Incentive Plan providing for employee purchases of REIT Stock and corresponding Partnership Units at a discount from fair market value or employee options that have an exercise price that is less than the fair market value of the REIT Stock and corresponding Partnership Units covered by the option, either at the time of issuance or at the time of exercise).

Issuance of Additional Partnership Interests. (a) The General Partner may raise all or any portion of the Additional Funds by accepting additional Capital Contributions, including, without limitation, the issuance of Units for property or interests in property. In connection with any such additional Capital Contributions (of cash or property), the General Partner is hereby authorized to cause the Partnership from time to time to issue to Partners (including the General Partner) or other Persons (including, without limitation, in connection with the contribution of property to the Partnership) additional Partnership Interests (or options or warrants to acquire Partnership Interests) in the form of Partnership Units or other Partnership Interests in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative participating, optional or classes other special rights, powers, and duties, including rights, powers, and duties senior to any Persons at any time or from time to timethen existing Partnership Interests, on such terms and conditions all as shall be determined by the General Partner shall establish in each case in its sole and absolute discretion subject to Delaware law, includingand as may be set forth by amendment to this Agreement to reflect the foregoing, including without limitation, (i1) the allocations of items of Partnership income, gain, loss, deduction deduction, and credit to each such class or series of Partnership Interests, ; (ii2) the right of each such class or series of Partnership Interests to share in Partnership distributions, and ; (iii3) the rights of each such class or series of Partnership Interest Interests upon dissolution and liquidation of the Partnership; and (4) the right to vote, including, without limitation, the approval rights set forth in Section 11.2.A hereof; provided, that, that no such additional Units or other Partnership Interests shall be issued to the General Partner unless either (Aa) the additional Partnership Interests are issued in connection with the grant, award, or issuance of shares of the General Partner pursuant to Section 4.34.3.D below, which shares have designations, preferences, and other rights (except voting rights) such that the economic interests attributable to such shares are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner in accordance with this Section 4.3.C, or (Bb) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Partnership Interests in such class. (b) Subject ; provided, however, that any Limited Partner Interests acquired by the General Partner shall be automatically converted into a General Partner Interest comprised of an identical number of Units of the same class. In the event that the Partnership issues additional Partnership Interests pursuant to the limitations set forth in Sections 4.2(a) and 4.3(a)this Section 4.3.C, the General Partner may take shall make such steps revisions to this Agreement (including but not limited to the revisions described in Section 5.4 and Section 6.2.B, hereof) as it, in its sole and absolute discretion, deems it determines are necessary or appropriate to admit any Person as a Limited Partner of the Partnership in accordance with Section 12.2 or to issue any Partnership Interests, including, without limitation, amending the Certificate, Exhibit A or any other provision of this Agreement. (c) Without limiting the foregoing, the General Partner is expressly authorized to cause the Partnership to issue Partnership Interests (or options to acquire Partnership Interests) for less than fair market value, so long as the General Partner concludes in good faith that such issuance is in the interest of the Partnership and the Partners (for example, and not by way of limitation, reflect the issuance of such additional Partnership Units in connection with a Stock Incentive Plan providing for employee purchases of REIT Stock Interests. Pursuant to this Section 4.3.C, the Partnership has heretofore established and corresponding Partnership Units at a discount from fair market value or employee options that have an exercise price that is less than issued the fair market value Series B Preferred Units. The terms and conditions of the REIT Stock Series B Preferred Units are set forth in Attachment A, attached hereto and corresponding Partnership Units covered by the option, either at the time of issuance or at the time of exercise)made part hereof.

Issuance of Additional Partnership Interests. (a) The General Partner Partner, in its sole and absolute discretion, is hereby authorized without the approval of the Limited Partners or any other Person to cause the Partnership from time to time to issue to the Partners (including the General Partner, the Company and its Affiliates) or other Persons (including, without limitation, in connection with the contribution of tangible or intangible property, services or other consideration permitted by the Act to the Partnership) additional Partnership Interests (or options or warrants to acquire Partnership Interests) in the form of Partnership Units or other Partnership Interests in one or more classes, or one or more series of any of such classes, with such designations, preferences, and relative, participating, optional or classes to any Persons at any time or from time to timeother special rights, on such terms powers and conditions duties all as shall be determined by the General Partner shall establish in each case in its sole and absolute discretion subject to Delaware law, including, without limitation, (i) rights, powers, and duties senior to one or more classes or series of Partnership Interests and any other Common Units outstanding or thereafter issued; (ii) the allocations rights to an allocation of items of Partnership income, gain, loss, deduction deduction, and credit to each such class or series of Partnership Interests, ; (iiiii) the right rights to an allocation of certain indebtedness of the Partnership pursuant to Code Section 752; (iv) the rights of each such class or series of Partnership Interests to share in Partnership distributions, and ; (iiiv) the rights of each such class or series of Partnership Interest Interests upon dissolution and liquidation of the Partnership; provided(vi) the right to vote, thatif any, of each such class or series of Partnership Interests and (vii) the rights of any class or series of Partnership Interests issued in connection with any tax protection agreement or any other similar arrangement; provided that no such additional Partnership Units or other Partnership Interests shall be issued to the General Partner or the Company or any direct or indirect wholly owned Subsidiary of the Company, unless either (Aa)(1) the additional Partnership Interests are issued in connection with the grant, award or issuance of REIT Shares, other shares of the Company or New Securities of the Company pursuant to Section 4.34.2E that have designations, preferences and other rights such that the economic interests attributable to such REIT Shares, other shares of the Company or New Securities are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner or the Company or any direct or indirect wholly owned Subsidiary of the Company (as appropriate) in accordance with this Section 4.2A, and (2) the Company shall, directly or indirectly, make a capital contribution to the Partnership in an amount equal to any net proceeds raised in connection with such issuance or (Bb) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class. (b) Subject Interests. The General Partner’s determination that the consideration is adequate shall be conclusive insofar as the adequacy of consideration related to the limitations set forth in Sections 4.2(a) and 4.3(a), the General Partner may take such steps as it, in its sole and absolute discretion, deems necessary or appropriate to admit any Person as a Limited Partner of whether the Partnership in accordance with Section 12.2 or to issue any Partnership Interests, including, without limitation, amending the Certificate, Exhibit A or any other provision of this AgreementInterests are validly issued and paid. (c) Without limiting the foregoing, the General Partner is expressly authorized to cause the Partnership to issue Partnership Interests (or options to acquire Partnership Interests) for less than fair market value, so long as the General Partner concludes in good faith that such issuance is in the interest of the Partnership and the Partners (for example, and not by way of limitation, the issuance of Partnership Units in connection with a Stock Incentive Plan providing for employee purchases of REIT Stock and corresponding Partnership Units at a discount from fair market value or employee options that have an exercise price that is less than the fair market value of the REIT Stock and corresponding Partnership Units covered by the option, either at the time of issuance or at the time of exercise).

Issuance of Additional Partnership Interests. (a) The General Partner, in its sole and absolute discretion, may raise all or any portion of the Additional Funds by causing the Partnership to accept additional Capital Contributions of cash. The General Partner may also cause the Partnership to accept additional Capital Contributions of real property or any other non-cash assets. In connection with any such additional Capital Contributions (of cash or property) or events, the General Partner is hereby authorized to cause the Partnership from time to time to issue to Partners (including the General Partner) or other Persons (including, without limitation, in connection with the contribution of property to the Partnership) additional Partnership Interests (or options or warrants to acquire Partnership Interests) in the form of Partnership OP Units or other Partnership Interests in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or classes other special rights, powers, and duties, including rights, powers, and duties senior to any Persons at any time or from time to timethen existing Limited Partner Interests, on such terms and conditions all as shall be determined by the General Partner shall establish in each case in its sole and absolute discretion subject to Delaware law, including, without limitation, absolute (i1) the allocations of items of Partnership income, gain, loss, deduction and credit to each class or series of Partnership Interests, (ii) the right of each class or series of additional Partnership Interests are issued in connection with the grant, award, or issuance of shares of the General Partner pursuant to share in Partnership distributionsSection 4.4C below, which shares have designations, preferences, and other rights (iiiexcept voting rights) such that the economic interests attributable to such shares are substantially similar to the designations, preferences and other rights of each class or series of Partnership Interest upon dissolution and liquidation of the Partnership; provided, that, no such additional Partnership Interests shall be issued to the General Partner unless either in accordance with this Section 4.4B, and (A2) the General Partner shall make a Capital Contribution to the Partnership Interests are issued pursuant in an amount equal to Section 4.3the net proceeds raised in connection with such issuance, (b) the General Partner otherwise makes an additional Capital Contribution, or (Bc) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class. (b) Subject . The General Partner’s determination that consideration is adequate shall be conclusive insofar as the adequacy of consideration relates to whether the limitations set forth in Sections 4.2(a) Partnership Interests are validly issued and 4.3(a)paid. In the event that the Partnership issues additional Partnership Interests pursuant to this Section 4.4B, the General Partner may take shall make such steps revisions to this Agreement as it, in its sole and absolute discretion, deems it determines are necessary or appropriate to admit any Person as a Limited Partner reflect the issuance of the Partnership in accordance with Section 12.2 or to issue any such additional Partnership Interests, including, without limitation, amending the Certificate, Exhibit A or any other provision of this Agreement. (c) . Without limiting the foregoing, the General Partner is expressly authorized to cause the Partnership to issue Partnership Interests (or options to acquire Partnership Interests) OP Units for less than fair market value, so long as the General Partner concludes in good faith that such issuance of Partnership Interests is in the interest best interests of the Partnership and the Partners (for example, and not by way of limitation, the issuance of Partnership Units in connection with a Stock Incentive Plan providing for employee purchases of REIT Stock and corresponding Partnership Units at a discount from fair market value or employee options that have an exercise price that is less than the fair market value of the REIT Stock and corresponding Partnership Units covered by the option, either at the time of issuance or at the time of exercise)Partnership.

Issuance of Additional Partnership Interests. (a1) The Upon delivery of a Funding Notice, the General Partner may raise all or any portion of the Additional Funds by accepting additional Capital Contributions. In connection with any such additional Capital Contributions (of cash or property) the General Partner is authorized hereby authorized, subject to Section 4.3.C(2), to cause the Partnership from time to time to issue to Partners (including the General Partner) or other Persons (including, without limitation, in connection with the contribution of property to the Partnership) additional Partnership Interests (or options or warrants to acquire Partnership Interests) Common Units or, in the form case of Partnership Units or other Persons but not the General Partner, other Partnership Interests in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or classes other special rights, powers and duties, including rights, powers and duties senior to any Persons at any time or from time to timethen-existing Limited Partnership Interests, on such terms and conditions all as shall be determined by the General Partner shall establish in each case in its sole and absolute discretion Partner, subject to Delaware law, including, including without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each such class or series of Partnership Interests, (ii) the right of each such class or series of Partnership Interests to share in Partnership distributions, distributions and (iii) the rights of each such class or series of Partnership Interest Interests upon dissolution and liquidation of the Partnership; provided, that, no that this Agreement shall be amended to the extent necessary to reflect the terms of any such Partnership Interests shall be issued in one or more classes, or one or more series of any of such classes, including such designations, preferences and relative, participating, optional or other special rights, powers and duties, at the time of the issuance of additional Partnership Interests. (2) Notwithstanding anything to the contrary set forth in Section 4.3.C(1), at least 10 Business Days prior to the issuance to the General Partner unless either (A) the Partnership Interests are issued of any additional Common Units pursuant to Section 4.3, or (B) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class. (b) Subject to the limitations set forth in Sections 4.2(a) and 4.3(a4.3.C(1), the General Partner may take such steps as it, in its sole and absolute discretion, deems necessary or appropriate shall give notice to admit any Person as each other Partner holding Common Units (a Limited Partner “Preemptive Rights Notice”). The Preemptive Rights Notice shall set forth all material terms of the Partnership proposed issuance, including the number of Common Units to be issued, the purchase price per Common Unit and the anticipated closing date of the issuance; provided, that in accordance with Section 12.2 or the event of any change to issue any Partnership Interests, including, without limitation, amending the Certificate, Exhibit A or any other provision of this Agreement. (c) Without limiting the foregoingsuch material terms, the General Partner is expressly authorized shall be required to cause give each Partner a new Preemptive Rights Notice. Each Partner receiving a Preemptive Rights Notice shall have the Partnership right, upon written notice to issue Partnership Interests (or options to acquire Partnership Interests) for less than fair market value, so long as the General Partner concludes in good faith that such issuance is and at a price per Common Unit equal to the price specified in the interest Preemptive Rights Notice, to purchase up to an amount of additional Common Units necessary to maintain such Partner’s Consolidated Economic Ownership Interest immediately prior to the issuance, during the period commencing on its receipt of the Partnership Preemptive Rights Notice and until one hundred eighty (180) days following the closing of the issuance; provided that to the extent Partners elect to exercise such rights at different times during the one hundred eighty (for example180)-day period, and not by way each Partner shall have a continuing right to make purchases during such period to maintain its Consolidated Economic Ownership Interest. Such purchase shall occur (a) on the closing of limitation, the issuance to the General Partner, if the Partner gives notice pursuant to the preceding sentence within five (5) Business Days of Partnership Units in connection with a Stock Incentive Plan providing for employee purchases of REIT Stock and corresponding Partnership Units at a discount from fair market value or employee options that have an exercise price that is less than the fair market value receipt of the REIT Stock Preemptive Rights Notice, or (b) on such later date as may be specified in the notice given pursuant to the preceding sentence (such date to be no earlier than five (5) Business Days after such notice is given and corresponding Partnership Units covered by no later than one hundred eighty (180) days following the option, either at anticipated closing of the time of issuance or at specified in the time of exercisePreemptive Rights Notice).

Issuance of Additional Partnership Interests. (a) The General Partner, in its sole and absolute discretion, may raise all or any portion of the Additional Funds by accepting additional Capital Contributions of cash. The General Partner may also accept additional Capital Contributions of real property or any other non-cash assets. In connection with any such additional Capital Contributions (of cash or property), the General Partner is hereby authorized to cause the Partnership from time to time to issue to Partners (including the General Partner) or other Persons additional Partnership Interests (or options or warrants to acquire Partnership Interests) in the form of Partnership OP Units or other Partnership Interests in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or classes other special rights, powers, and duties, including rights, powers, and duties senior to any Persons at any time or from time to timethen existing Limited Partner Interests, on such terms and conditions all as shall be determined by the General Partner shall establish in each case in its sole and absolute discretion subject to Delaware law, includingand as set forth by amendment to this Agreement, including without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction deduction, and credit to each such class or series of Partnership Interests, ; (ii) the right of each such class or series of Partnership Interests to share in Partnership distributions, and ; (iii) the rights of each such class or series of Partnership Interest Interests upon dissolution and liquidation of the Partnership; and (iv) the right to vote, including, without limitation, the Limited Partner approval rights set forth in Section 11.2.A; provided, that, that no such additional OP Units or other Partnership Interests shall be issued to the General Partner unless either (Aa) (1) the additional Partnership Interests are issued in connection with the grant, award, or issuance of shares of the General Partner pursuant to Section 4.34.4.C below, which shares have designations, preferences, and other rights (except voting rights) such that the economic interests attributable to such shares are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner in accordance with this Section 4.4.B, and (2) the General Partner shall make a Capital Contribution to the Partnership in an amount equal to the net proceeds raised in connection with such issuance, or (Bb) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class. (b) Subject . The General Partner’s determination that consideration is adequate shall be conclusive insofar as the adequacy of consideration relates to whether the limitations set forth in Sections 4.2(a) Partnership Interests are validly issued and 4.3(a)paid. In the event that the Partnership issues additional Partnership Interests pursuant to this Section 4.4.B, the General Partner may take shall make such steps revisions to this Agreement (including but not limited to the revisions described in Section 5.4 and Section 8.6) as it, in its sole and absolute discretion, deems it determines are necessary or appropriate to admit any Person as a Limited Partner reflect the issuance of the Partnership in accordance with Section 12.2 or to issue any such additional Partnership Interests, including, without limitation, amending the Certificate, Exhibit A or any other provision of this Agreement. (c) . Without limiting the foregoing, the General Partner is expressly authorized to cause the Partnership to issue Partnership Interests (or options to acquire Partnership Interests) OP Units for less than fair market value, so long as the General Partner concludes in good faith that such issuance of Partnership Interests is in the interest best interests of the Partnership and the Partners (for example, and not by way of limitation, the issuance of Partnership Units in connection with a Stock Incentive Plan providing for employee purchases of REIT Stock and corresponding Partnership Units at a discount from fair market value or employee options that have an exercise price that is less than the fair market value of the REIT Stock and corresponding Partnership Units covered by the option, either at the time of issuance or at the time of exercise)Partnership.

Issuance of Additional Partnership Interests. (a) The General Partner, in its sole and absolute discretion, may raise all or any portion of the Additional Funds by accepting additional Capital Contributions of cash. The General Partner may also accept additional Capital Contributions of real property or any other non-cash assets. In connection with any such additional Capital Contributions (of cash or property), the General Partner is hereby authorized to cause the Partnership from time to time to issue to Partners (including the General Partner) or other Persons additional Partnership Interests (or options or warrants to acquire Partnership Interests) in the form of Partnership OP Units or other Partnership Interests in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or classes other special rights, powers, and duties, including rights, powers, and duties senior to any Persons at any time or from time to timethen existing Limited Partner Interests, on such terms and conditions all as shall be determined by the General Partner shall establish in each case in its sole and absolute discretion subject to Delaware law, includingand as set forth by amendment to this Agreement, including without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction deduction, and credit to each such class or series of Partnership Interests, ; (ii) the right of each such class or series of Partnership Interests to share in Partnership distributions, and ; (iii) the rights of each such class or series of Partnership Interest Interests upon dissolution and liquidation of the Partnership; and (iv) the right to vote, including, without limitation, the Limited Partner approval rights set forth in Section 11.2.A; provided, that, that no such additional OP Units or other Partnership Interests shall be issued to the General Partner unless either (Aa) (1) the additional Partnership Interests are issued in connection with the grant, award, or issuance of shares of the General Partner pursuant to Section 4.34.4.C below, which shares have designations, preferences, and other rights (except voting rights) such that the economic interests attributable to such shares are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner in accordance with this Section 4.4.B, and (2) the General Partner shall make a Capital Contribution to the Partnership in an amount equal to the net proceeds raised in connection with such issuance, or (Bb) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class. (b) Subject . The General Partner's determination that consideration is adequate shall be conclusive insofar as the adequacy of consideration relates to whether the limitations set forth in Sections 4.2(a) Partnership Interests are validly issued and 4.3(a)paid. In the event that the Partnership issues additional Partnership Interests pursuant to this Section 4.4.B, the General Partner may take shall make such steps revisions to this Agreement (including but not limited to the revisions described in Section 5.4 and Section 8.6) as it, in its sole and absolute discretion, deems it determines are necessary or appropriate to admit any Person as a Limited Partner reflect the issuance of the Partnership in accordance with Section 12.2 or to issue any such additional Partnership Interests, including, without limitation, amending the Certificate, Exhibit A or any other provision of this Agreement. (c) . Without limiting the foregoing, the General Partner is expressly authorized to cause the Partnership to issue Partnership Interests (or options to acquire Partnership Interests) OP Units for less than fair market value, so long as the General Partner concludes in good faith that such issuance of Partnership Interests is in the interest best interests of the Partnership and the Partners (for example, and not by way of limitation, the issuance of Partnership Units in connection with a Stock Incentive Plan providing for employee purchases of REIT Stock and corresponding Partnership Units at a discount from fair market value or employee options that have an exercise price that is less than the fair market value of the REIT Stock and corresponding Partnership Units covered by the option, either at the time of issuance or at the time of exercise)Partnership.

Issuance of Additional Partnership Interests. (a1) The Upon delivery of a Funding Notice, the General Partner may raise all or any portion of the Additional Funds by accepting additional Capital Contributions. In connection with any such additional Capital Contributions (of cash or property) the General Partner is authorized hereby authorized, subject to Section 4.3C(2), to cause the Partnership from time to time to issue to Partners (including the General Partner) or other Persons (including, without limitation, in connection with the contribution of property to the Partnership) additional Partnership Interests (or options or warrants to acquire Partnership Interests) in the form of Partnership Common Units or other Partnership Interests in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or classes other special rights, powers and duties, including rights, powers and duties senior to any Persons at any time or from time to timethen-existing Limited Partnership Interests, on such terms and conditions all as shall be determined by the General Partner shall establish in each case in its sole and absolute discretion Partner, subject to Delaware law, including, including without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each such class or series of Partnership Interests, (ii) the right of each such class or series of Partnership Interests to share in Partnership distributions, distributions and (iii) the rights of each such class or series of Partnership Interest Interests upon dissolution and liquidation of the Partnership; provided, that, no that this Agreement shall be amended to the extent necessary to reflect the terms of any such Partnership Interests shall in one or more classes, or one or more series of any of such classes, including such designations, preferences and relative, participating, optional or other special rights, powers and duties, at the time of the issuance of additional Partnership Interests; provided, further, that no such amendment may be made to reflect the terms of additional Partnership Interests to be issued to the General Partner unless either (Aother than additional Common Units) without Consent of the Partnership Interests are issued Limited Partners. (2) Notwithstanding anything to the contrary set forth in Section 4.3C(1), at least 10 Business Days prior to the issuance to the General Partner of any additional Common Units pursuant to Section 4.3, or (B) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class. (b) Subject to the limitations set forth in Sections 4.2(a) and 4.3(a4.3C(1), the General Partner may take such steps as it, in its sole and absolute discretion, deems necessary or appropriate shall give notice to admit any Person as each other Partner holding Common Units (a Limited Partner “Preemptive Rights Notice”). The Preemptive Rights Notice shall set forth all material terms of the Partnership proposed issuance, including the number of Common Units to be issued, the purchase price per Common Unit and the anticipated closing date of the issuance; provided, that in accordance with Section 12.2 or the event of any change to issue any Partnership Interests, including, without limitation, amending the Certificate, Exhibit A or any other provision of this Agreement. (c) Without limiting the foregoingsuch material terms, the General Partner is expressly authorized shall be required to cause give each Partner a new Preemptive Rights Notice. Each Partner receiving a Preemptive Rights Notice shall have the Partnership right, upon written notice to issue Partnership Interests (or options to acquire Partnership Interests) for less than fair market value, so long as the General Partner concludes in good faith that such issuance is and at a price per Common Unit equal to the price specified in the interest Preemptive Rights Notice, to purchase up to an amount of additional Common Units necessary to maintain such Partner’s Consolidated Economic Ownership Interest immediately prior to the issuance, during the period commencing on its receipt of the Partnership Preemptive Rights Notice and until one hundred eighty (180) days following the closing of the issuance; provided that to the extent Partners elect to exercise such rights at different times during the one hundred eighty (for example180)-day period, and not by way each Partner shall have a continuing right to make purchases during such period to maintain its Consolidated Economic Ownership Interest. Such purchase shall occur (a) on the closing of limitation, the issuance to the General Partner, if the Partner gives notice pursuant to the preceding sentence within five (5) Business Days of Partnership Units in connection with a Stock Incentive Plan providing for employee purchases of REIT Stock and corresponding Partnership Units at a discount from fair market value or employee options that have an exercise price that is less than the fair market value receipt of the REIT Stock Preemptive Rights Notice, or (b) on such later date as may be specified in the notice given pursuant to the preceding sentence (such date to be no earlier than five (5) Business Days after such notice is given and corresponding Partnership Units covered by no later than one hundred eighty (180) days following the option, either at anticipated closing of the time of issuance or at specified in the time of exercisePreemptive Rights Notice).

Issuance of Additional Partnership Interests. (a) The General Partner Partner, in its sole and absolute discretion, is hereby authorized without the approval of the Limited Partners or any other Person to cause the Partnership from time to time to issue to the Partners (including the General Partner, the Company and its Affiliates) or other Persons (including, without limitation, in connection with the contribution of tangible or intangible property, services or other consideration permitted by the Act to the Partnership) additional Partnership Interests (or options or warrants to acquire Partnership Interests) in the form of Partnership Units or other Partnership Interests in one or more classes, or one or more series of any of such classes, with such designations, preferences, and relative, participating, optional or classes to any Persons at any time or from time to timeother special rights, on such terms powers and conditions duties all as shall be determined by the General Partner shall establish in each case in its sole and absolute discretion subject to Delaware law, including, without limitation, (i) rights, powers, and duties senior to one or more classes or series of Partnership Interests and any other Common Units outstanding or thereafter issued; (ii) the allocations rights to an allocation of items of Partnership income, gain, loss, deduction deduction, and credit to each such class or series of Partnership Interests, ; (iiiii) the right rights to an allocation of certain indebtedness of the Partnership pursuant to Code Section 752; (iv) the rights of each such class or series of Partnership Interests to share in Partnership distributions, and ; (iiiv) the rights of each such class or series of Partnership Interest Interests upon dissolution and liquidation of the Partnership; provided(vi) the right to vote, thatif any, of each such class or series of Partnership Interests and (vii) the rights of any class or series of Partnership Interests issued in connection with any tax protection agreement or any other similar arrangement; provided that no such additional Partnership Units or other Partnership Interests shall be issued to the General Partner or the Company or any direct or indirect wholly owned Subsidiary of the Company, unless either (Aa)(1) the additional Partnership Interests are issued in connection with the grant, award or issuance of REIT Shares or New Securities of the Company pursuant to Section 4.34.2E that have designations, preferences and other rights such that the economic interests attributable to such REIT Shares or New Securities are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner or the Company or any direct or indirect wholly owned Subsidiary of the Company (as appropriate) in accordance with this Section 4.2A, and (2) the Company shall, directly or indirectly, make a Capital Contribution to the Partnership in an amount equal to any net proceeds raised in connection with such issuance or (Bb) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class. (b) Subject Interests. The General Partner’s determination that the consideration is adequate shall be conclusive insofar as the adequacy of consideration related to the limitations set forth in Sections 4.2(a) and 4.3(a), the General Partner may take such steps as it, in its sole and absolute discretion, deems necessary or appropriate to admit any Person as a Limited Partner of whether the Partnership in accordance with Section 12.2 or to issue any Partnership Interests, including, without limitation, amending the Certificate, Exhibit A or any other provision of this AgreementInterests are validly issued and paid. (c) Without limiting the foregoing, the General Partner is expressly authorized to cause the Partnership to issue Partnership Interests (or options to acquire Partnership Interests) for less than fair market value, so long as the General Partner concludes in good faith that such issuance is in the interest of the Partnership and the Partners (for example, and not by way of limitation, the issuance of Partnership Units in connection with a Stock Incentive Plan providing for employee purchases of REIT Stock and corresponding Partnership Units at a discount from fair market value or employee options that have an exercise price that is less than the fair market value of the REIT Stock and corresponding Partnership Units covered by the option, either at the time of issuance or at the time of exercise).